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Item 1. Business

2024-02-27 compared with 2023-03-01 · 176 added, 493 removed, 14 unchanged (98% of the section changed)

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, 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, 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 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 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.

Clarivate Plc is a public limited company incorporated on January 7, 2019 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 JE14TR.

Our principal business offices are located at 70 St.

Mary Axe, London EC3A 8BE, United Kingdom, and our main telephone number is +44 207 433 4000.

We became a public company in May 2019, and our ordinary shares are traded on the New York Stock Exchange under the symbol “CLVT.”

We are a leading global information services provider.

We connect people and organizations to intelligence they can trust to transform their world.

We bring together enriched data, analytics and insights, workflow software, and expert services, grounded in deep domain expertise across the spectrum of knowledge, research, and innovation.

Our subscription and technology-based solutions cover the Academia & Government (“A&G”), Intellectual Property (“IP”), and Life Sciences & Healthcare (“LS&H”) markets.

Our goal is to deliver a best-in-class experience for our customers at every touchpoint while delivering exceptional outcomes for our colleagues, communities, and shareholders.

We aim to accomplish this goal through the following actions:

• Provide indispensable, mission-critical solutions to our customers.

• Leverage scale created by interconnected end markets.

• Operate the business to accelerate organic growth.

• Position the business to unlock significant value for shareholders.

To accomplish these objectives, we have taken or are taking the following actions:

• Strengthened our portfolio of products and services by making key acquisitions across our core markets, including Decision Resources Group (“DRG”) and CPA Global in 2020 and ProQuest in 2021.

DRG improved our end-to-end capabilities across the LS&H innovation lifecycle, while CPA Global enhanced our end-to-end capabilities across the IP lifecycle, and ProQuest added end-to-end capabilities to support A&G research and resource management needs.

We have also divested lower margin, non-core business, and product lines (such as Techstreet in 2020 and MarkMonitor Domain Management in 2022) to focus on our key offerings.

We will continue to evaluate and pursue appropriate acquisition and divestiture opportunities across our product lines.

• Strive to achieve scale across our core markets by integrating shared content and unified technology to enable high value use cases in the innovation lifecycles of our customer end markets.

We believe a significant opportunity exists for us to accelerate revenue growth by increasing the value of our products and services, developing new products, and optimizing sales force productivity.

• Leverage our shared services to achieve significant cost synergies by streamlining and consolidating our content and technology infrastructure.

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

Some of our initiatives include decreasing costs by simplifying organizational structures and rationalizing general and administrative functions to enhance a customer-centric focus, using artificial intelligence (“AI”) and the latest technologies to reduce costs and increase efficiencies for content sourcing and curation, software development, operational delivery, and headcount productivity.

As a result of these activities, we believe that we are deeply entrenched across the global innovation ecosystem, with more than 150 countries where our customers benefit from our data, software, and expert insight.

Nearly all of the world’s top 400 universities use our solutions to accelerate research and enhance education, and all of the world’s top pharma, medtech, and biotech companies rely on us to improve patient outcomes.

More than 95 percent of the world’s top 50 R&D companies work with us to accelerate innovation.

Our Customers

We serve a large, diverse, and global customer base across the scientific research, intellectual property, and life sciences and healthcare end markets.

Our customers include corporations, universities, law firms, government agencies, public libraries, and other professional services organizations.

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 our customers.

Our highly curated, proprietary suite of branded information and insights solutions created through our sourcing, aggregation, verification, translation, classification, and standardization process has resulted in our solutions providing a trusted foundation and quality user experience for our customers.

We believe our solutions and commitment to excellence provide us with a significant advantage in both retaining existing and attracting new customers.

We provide our offerings to customers primarily through subscriptions, re-occurring arrangements, and transactions, as follows:

• Subscription-based revenues are recurring revenues that we typically earn under annual contracts, pursuant to which we license the right to use our products to our customers or provide maintenance services over a contractual term.

Subscription agreements provide us with stable revenue and predictable cash flows.

• Re-occurring revenues are derived solely from the patent and trademark maintenance services provided by our IP segment.

Patents and trademarks are renewed regularly, and our services help customers maintain and protect those patents and trademarks in multiple jurisdictions around the world.

Because of the re-occurring nature of the patent and trademark lifecycle, our customer base engages us to manage the renewal process on their behalf.

Like subscription-based revenue, this revenue stream also typically provides us with stable revenue and predictable cash flows.

• Transactional revenues are earned for specific deliverables that are typically quoted on a product, data set, or project basis.

Transactional revenues include content sales (including single-document and aggregated collection sales), consulting engagements, and other professional services such as software implementation services.

The following charts illustrate our revenues from customers for the year ended December 31, 2023, by segment, type, and geography:

We are not dependent on any single customer or group of customers, and no significant portion of the business is subject to renegotiation of profits or termination of contracts or subcontracts at the election of the government.

We believe that the strong value proposition of our content, user interfaces, and visualization and analytical tools, combined with the integration of our products and services into customers’ daily workflows, contribute to our strong annual customer renewal rates in excess of 90 percent.

For additional 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 of this annual report.

Our Business Segments

Our reportable segment structure comprises three segments:

Academia & Government (“A&G”), Intellectual Property (“IP”), and Life Sciences & Healthcare (“LS&H”).

This structure allows us to provide substantial scale for our vertical market customers while still leveraging our shared-services to operate efficiently across horizontal workflows and functions.

Within each of our segments, we provide the following information, solution, and service capabilities:

• Enriched Data - comprehensive, curated content collections.

• Analytics & Insights - on-demand predictive analytics capabilities to inform decision making.

• Workflow Software - automated workflow, including SaaS, to enable decisions and manage resources.

• Expert Services - business-critical regulatory and compliance activities support.

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.

Management’s Discussion and Analysis of Financial Condition and Results of Operations , and Note 16 - Segment Information in Part II, Item 8 of this annual report.

A&G Segment (50% of revenues for the year ended December 31, 2023)

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

Customers 9,000+ leading academic institutions and governments and research intensive corporations use Web of Science and its Journal Impact Factor

Notable Products and Offerings Web of Science™

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.

Our A&G segment’s mission is to help our customers educate the world by advancing research excellence and student success to accelerate real-world outcomes.

We help academic and government institutions advance knowledge to build a better world.

Within the A&G segment, we provide Research and Analytics, Content Aggregation, and Workflow Software solutions in striving to accomplish our mission.

Research and Analytics

Content Aggregation

Workflow Software

Analyze and explore the academic research landscape and manage research information

Provide comprehensive content collections to institutions in a cost-effective manner

Manage academic resources and services, connect users, and support research publication

Notable Solutions and Products

Web of Science

Ebook Central

Curated Information Set

Database of 7+ billion digital pages, 2.4+ billion bibliographic records, 2+ billion citations, 245+ million journal articles, 5+ million dissertations, and 1.8+ million E-books

A significant portion of our product development efforts is focused on leveraging AI to drive enhanced value for our A&G segment customer-base.

For example, we use AI to identify academic journals within the Web of Science that show outlier characteristics, to ensure our customers are confident that they can trust all indexed journals and continue to deliver gold-standard content.

Trained machine learning algorithms flag these journals to our in-house editors who conduct a thorough analysis of the journal and whether it continues to meet our standards.

We also have integrated generative AI, LLMs, and other AI tools and technology into our A&G solutions, which provide students, faculty, and researchers with rapid access to detailed and contextual information and relevant recommendations.

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 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.

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, 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.

• 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.

• A physics professor planning a research program and preparing a proposal for grant funding could utilize the Web of Science to reveal emerging research trends by discipline and gaps in the current literature where further research is needed, understand the competitive landscape, and identify potential collaborators.

• 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 compared to other global institutions, and evaluate faculty productivity to assist in strategic planning and resource allocation.

• 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 , Polaris , ProQuest One , and Ebook Central to manage its collections and provide its users with access to high-value curated content.

IP Segment (33% of revenues for the year ended December 31, 2023)

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.

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 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 ( 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™

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, 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 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.

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.

Our IP segment’s mission is to enable organizations worldwide to unlock innovation, establish strong brands, and effectively protect critical IP assets through our trusted IP data, software, and expertise.

We help customers establish,

protect, and manage their intellectual property.

Within the IP segment, we provide IP Maintenance, IP Intelligence, and IP Management solutions in striving to accomplish our mission.

IP Maintenance

IP Intelligence IP Management

Support paralegal and admin tasks throughout the patent and trademark protection and maintenance process

Support critical decisions around patent and trademark protection, risk, and value creation throughout the innovation and brand lifecycle Create a structured environment for the effective protection and management of global patent and trademark assets

Notable Solutions and Products

Patent and Trademark Renewals

Foundation IP

Curated Information Set

150+ million patent documents;

26,000 unique classifications of structured patent insights;

140+ million trademark records;

9+ million IP law cases

A significant portion of our product development efforts are focused on leveraging AI to drive enhanced value for our IP segment customer-base.

For example, the CompuMark Naming Tool uses generative AI to automate the process of brainstorming new brand names, simultaneously analyzing them for potential usability.

Trained on US, EU, and Pharma In-Use databases, our proprietary AI algorithm generates creative name suggestions based on customer criteria in seconds, simultaneously analyzing them against existing domain names and social media handles.

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.

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.

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, 2022, 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.

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.

The attorney first conducts a “knock-out” search as part of a preliminary screening process using our Trademark Searching 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 the client.

The attorney will then subscribe to CompuMark’s Trademark Watching services solution to continually ensure that none of their customers’ valuable trademarks are being infringed upon.

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

LS&H Segment (17% of revenues for the year ended December 31, 2023)

Our LS&H segment’s mission is to empower our customers to deliver treatments that improve patient lives and create a healthier tomorrow.

Our intelligence solutions, transformative data and technology equip our customers with the insight and foresight needed across all of their initiatives from early-stage drug discovery right through commercialization and beyond.

Within the LS&H segment, we provide Research and Development, Regulatory and Safety, and Commercialization solutions in striving to accomplish our mission.

Research and Development

Regulatory and Safety

Commercialization

Support the development of new drugs and medical devices from discovery to clinical trials

Efficiently monitor drug safety issues and adhere to the latest global regulatory protocols

Effectively inform commercial launch strategy and set pricing for optimal reimbursement

Notable Solutions and Products

Cortellis Competitive Intelligence

Cortellis Drug Discovery Intelligence

Cortellis Regulatory Intelligence

Real World Data (“RWD”)

Curated Information Set

48+ billion patient claims & EHR records;

proprietary disease insights covering 200+ diseases and biomarkers across 45+ countries and 3,500+ patient segments;

A significant portion of our product development efforts are focused on leveraging AI to drive enhanced value for our LS&H segment customer base.

For example, to speed up drug development and better ensure that the right medicines reach the right patients, we are drawing on our connected data in Cortellis and using machine learning to predict clinical trials progression, regulatory approvals and even valuations on merger and acquisition candidates.

Example Use Case

• 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 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.

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.

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.

(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 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;

• 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;

• 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;

• 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 modernization 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 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;

• increasing sales force focus on large accounts;

• expanding our inside sales capability to improve account coverage;

• 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 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 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.

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 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.

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, 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

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 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

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.

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, 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.

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, 2022, by geography:

Americas (55%), Europe/Middle East/Africa (26%), and Asia Pacific (19%).

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 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.

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 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 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.

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 equity holders (collectively, the “Seller Group”).

The aggregate consideration in connection with the closing of the ProQuest acquisition was $5,002.3, net of $52.5 cash acquired.

The aggregate consideration was composed of (i) $1,094.9 from the issuance of 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).

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 $8,540.9, 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) $6,565.5 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.

Accordingly, these shares were excluded from purchase price consideration.

In conjunction with the closing of the transaction, the Company incurred an incremental $1,600.0 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 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

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 $42.8.

A gain of $28.1 was recognized in the Consolidated Statements of Operations during the year ended December 31, 2020.

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.

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.

• A researcher at a pharmaceutical company 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.

• A data analyst at a biopharma company seeking to benchmark forecasts using data on the total potential and addressable market will utilize RWD to corroborate forecasts and validate investments using bottom-up forecasting.

• An analyst at a medical technology company responsible for commercializing drugs or devices uses Optimize products to analyze markets and determine which payers, providers, or patients to target.

Our Competition

We believe the principal competitive factors in our business include the depth, breadth, timeliness, and accuracy of database content and analysis, the ease of use related to content delivery platforms and management software, and value for price.

We believe we compete favorably with respect to each of these factors.

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 :

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);

• Academic and Government Market :

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 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.

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.

Although we face competition in specific markets and with respect to specific offerings, including related to developing and implementing AI, we do not believe that we have a direct competitor across all of the markets we serve due to the depth and breadth of our offerings.

Intellectual Property

As of December 31, 2022, we owned approximately 2,003 registered trademarks, 102 trademark applications, 4,061 domain names, 169 granted patents and 53 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 own and generate a significant amount of intellectual property, including registered trademarks, trademark applications, domain names, patents (both granted and pending), and expertly curated, interconnected data assets.

We also own certain proprietary software, including AI products and services.

In addition, we are licensed to use certain third-party software and we obtain significant content and data through third-party licensing arrangements with content providers.

We consider our trademarks, service marks, data assets, 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.

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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

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 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.

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

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.

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;

• 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.

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 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, 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.

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.

At Clarivate, we have prioritized enhancing our colleague experience and creating a work environment that attracts and retains top talent from around the world.

Our overarching goal is to create a strong foundation on which we can build for the future to ensure we have career pathways and development opportunities for our talented workforce.

We continue to promote a work environment where we can be our authentic selves – respecting and celebrating our differences.

We foster a values-led culture that begins with our vision that we fuel the world’s greatest breakthroughs by harnessing the power of human ingenuity.

Our mission is to advance the success of people and organizations through transformative intelligence and trusted partnership.

Our values help us achieve our goals with ambition (“We aim for greatness”), integrity (“We own our actions”), and respect for the people around us (“We value every voice”).

We provide a variety of colleague-oriented programs and benefits to attract, retain, and develop a productive and engaged workforce.

As of December 31, 2023, we had more than 12,000 employees located in 42 countries around the world.

The following charts illustrate our employees by segment and by geography:

Inclusion and Diversity

Treating one another with fairness, dignity, and respect are fundamental to our purpose and mission.

We believe that people coming together from different cultures and backgrounds, with different life experiences, is essential to sparking new ideas and accelerating our progress.

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;

• 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;

• 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;

• We continuously focus on outcomes and business impact when it comes to evaluating L&D programs.

Retention and Engagement

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.

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;

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

of sleep, performance and more.

Sustainability and Environment, Social and Governance (“ESG”)

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 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.

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.

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

Our goal is to weave these principles into the fabric of our culture to become a recognized global employer of choice.

Diversity is an integral part of our principles of corporate governance, and the Board believes that its membership should be composed of highly qualified directors from diverse backgrounds.

As such, the Nominating and Governance Committee actively considers diversity (including gender, age, ethnicity, and geographic background) in the recruitment of directors.

We have initiated a Council for Inclusion and Diversity at Clarivate, chaired by the CEO.

The council focuses on a five-pillar framework of Leadership and Strategy, Culture, Workplace Practices, Business Integration, and Community Impact to guide our inclusion and diversity efforts.

For example, some of our initiatives include providing non-bias training and education, increasing colleague resource group activities and participation, and supporting diversity throughout our supply chain and in our communities.

This year, Clarivate received a score of 80 (out of 100) on the Human Rights Campaign Foundation’s 2023-2024 Corporate Equality Index, the nation’s foremost benchmarking survey and report measuring corporate policies and practices related to LGBTQ+ workplace equality.

Clarivate improved our score to 80 from 75 last year, demonstrating our commitment and progress to an inclusive workplace culture.

Attraction, Development, and Retention

We have a dedicated talent acquisition team whose priority is to attract the best, most suitable candidates using such channels as proactive sourcing, connecting through universities, ad campaigns, and referrals.

Their goal is to identify a diverse, qualified candidate pool and to provide a positive candidate experience throughout the interview and hiring process.

Current colleagues also are a key source of talent, and we have a number of opportunities enabling colleagues to thrive and advance their careers.

We recently launched a new approach to our internal mobility process with the goal of making it easier for our colleagues to grow their career internally rather than seeking an opportunity with another employer.

Our learning and development philosophy is about bringing our values, diverse culture, and opportunities to life.

It’s about empowering each colleague to bring their best self to work every day and providing a range of opportunities to help them develop the knowledge and skills they need to be successful.

We encourage colleagues to take advantage of the more than 5,000 self-paced eLearning resources available on our Learning Management System platform as well as the many live and virtual training sessions we offer regularly throughout the year.

We align our training offerings to our competency model, building a foundation for career development and advancement.

We conduct a colleague engagement survey twice a year to gauge overall colleague satisfaction and gather feedback on what colleagues feel is going well and what areas need improvement.

We are committed to listening, learning, and acting upon the feedback we receive through the survey to make Clarivate an even better place for our colleagues to work and achieve success.

Our overall colleague satisfaction score increased from 74 (out of 100) in 2022 to 75 in 2023, with a participation rate of 87 percent, well above the benchmark.

We believe that the increased score reflects our continuing commitment to actively address survey responses to strengthen our workforce and improve our workplace.

We have invested in a robust health and well-being strategy to encourage healthier and happier colleagues.

Our global Employee Assistance Program provides confidential emotional support, legal guidance, financial resources, and online support.

In addition, our Be Well platform offers a personalized experience to help colleagues build healthy habits, such as reducing stress, eating healthier, tracking sleep, and exercising regularly with personal and team challenge incentives.

We strive to offer equitable pay and competitive salaries and wages, and we offer a comprehensive benefits and rewards package, including healthcare, insurance benefits, retirement savings plans, and more.

We also provide 40 hours of paid volunteer time off to each of our colleagues in support of the United Nations Sustainable Development Goals.

Available Information

Our internet address is clarivate.com and our investor relations website is ir.clarivate.com .

On or through our investor relations website, we make available, free of charge, printable copies of our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

On our website, we also make available printable copies of our Amended and Restated Memorandum of Association, Corporate Governance Guidelines, Audit Committee Charter, Risk and Sustainability Committee Charter, Human Resources and Compensation Committee Charter, Nominating and Governance Committee Charter, Code of Conduct, and other corporate policies.

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