CLARIVATE Plc (Form: 10-Q, Received: 05/09/2022 07:34:20)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

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

For the quarterly period ended March 31, 2022

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

For the transition period from _________ to _______

Commission File No. 001-38911

CLARIVATE PLC

(Exact name of registrant as specified in its charter)


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

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

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


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

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

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

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

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

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

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

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

The number of ordinary shares of the Company outstanding as of April 29, 2022 was 672,549,836.

DOCUMENTS INCORPORATED BY REFERENCE

None

Table of Contents

TABLE OF CONTENTS


			Page
Part I. Financial Information			5
Item 1. Financial Statements (Unaudited)			5
Condensed Consolidated Balance Sheets			5
Condensed Consolidated Statements of Operations			6
Condensed Consolidated Statements of Comprehensive Income (Loss)			7
Condensed Consolidated Statements of Changes in Equity			8
Condensed Consolidated Statements of Cash Flows			9
Notes to the Condensed Consolidated Financial Statements			11























Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			33
Item 3. Quantitative and Qualitative Disclosures About Market Risk			50
Item 4. Controls and Procedures			50

P a rt II. Other Information			51
Item 1. Legal Proceedings			51
Item 1A. Risk Factors			51
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			51


Item 5. Other Information			52
Item 6. Exhibits			52

S i gnature			52

Table of Contents

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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

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

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

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

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

•the effectiveness of our business continuity plans;

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

•increased accessibility to free or relatively inexpensive information sources;

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

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

•our ability to maintain high annual revenue renewal rates;

•the strength of our brand and reputation;

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

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

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

•other factors beyond our control.

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

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

Note on Defined Terms and Presentation

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

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

Website and Social Media Disclosure

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

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

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PART I. Financial Information

Item 1. Financial Statements and Supplementary Data

CLARIVATE PLC

Condensed Consolidated Balance Sheets (Unaudited)

(In millions, except share and per share data)



	March 31, 2022		December 31, 2021

Assets
Current assets:
Cash and cash equivalents	$	500.2	$	430.9
Restricted cash	15.5		156.7
Accounts receivable, net	859.8		906.4
Prepaid expenses	97.7		76.6
Other current assets	76.9		66.6

Total current assets	1,550.1		1,637.2
Property and equipment, net	80.0		83.8
Other intangible assets, net	10,137.9		10,392.4
Goodwill	7,803.4		7,904.9
Other non-current assets	63.1		50.8
Deferred income taxes	28.6		27.9
Operating lease right-of-use assets	80.6		86.0
Total Assets	$	19,743.7	$	20,183.0

Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	117.3	$	129.2
Accrued expenses and other current liabilities	532.0		679.6
Current portion of deferred revenues	1,080.6		1,030.4
Current portion of operating lease liability	30.5		32.2
Current portion of long-term debt	30.6		30.6

Total current liabilities	1,791.0		1,902.0
Long-term debt	5,452.0		5,456.3
Warrant liabilities	127.4		227.8
Non-current portion of deferred revenues	54.7		54.2
Other non-current liabilities	143.2		142.7
Deferred income taxes	376.7		380.1
Operating lease liabilities	89.1		94.0
Total liabilities	8,034.1		8,257.1
Commitments and contingencies

Shareholders’ equity:
Preferred Shares, no par value; 14,375,000 shares authorized; 5.25% Mandatory Convertible Preferred Shares, Series A, 14,375,000 shares issued and outstanding as of both March 31, 2022 and December 31, 2021	1,392.6		1,392.6
Ordinary Shares, no par value; unlimited shares authorized at March 31, 2022 and December 31, 2021; 681,463,527 and 683,139,210 shares issued, and 678,974,630 and 683,139,210 shares outstanding at March 31, 2022 and December 31, 2021, respectively	11,815.0		11,827.9
Treasury shares, at cost; 2,488,897 and 547,136 shares as of March 31, 2022 and December 31, 2021, respectively	(48.7)		(16.9)
Accumulated other comprehensive income	103.5		326.7
Accumulated deficit	(1,552.8)		(1,604.4)
Total shareholders’ equity	11,709.6		11,925.9
Total Liabilities and Shareholders’ Equity	$	19,743.7	$	20,183.0

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

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CLARIVATE PLC

Condensed Consolidated Statements of Operations (Unaudited)

(In millions, except share and per share data)


	Three Months Ended March 31,
	2022		2021
Revenues, net	$	662.2	$	428.4
Operating expenses:
Cost of revenues	249.2		147.9
Selling, general and administrative costs	193.7		134.3
Depreciation and amortization	176.4		131.6


Restructuring and impairment	11.7		67.9
Other operating (income) expense, net	(13.7)		16.2
Total operating expenses	617.3		497.9
Income (loss) from operations	44.9		(69.5)
Mark to market gain on financial instruments	(100.4)		(51.2)

Income (loss) before interest expense and income tax	145.3		(18.3)
Interest expense and amortization of debt discount, net	59.5		37.4
Income (loss) before income tax	85.8		(55.7)
Provision for income taxes	16.3		0.3
Net income (loss)	69.5		(56.0)
Dividends on preferred shares	18.7		—
Net income (loss) attributable to ordinary shares	$	50.8	$	(56.0)

Per share:
Basic	$	0.07	$	(0.09)
Diluted	$	(0.06)	$	(0.17)

Weighted average shares used to compute earnings per share:
Basic	682,539,103		602,272,375
Diluted	687,994,133		612,598,664

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

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CLARIVATE PLC

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

(In millions)


	Three Months Ended March 31,
	2022		2021
Net income (loss)	$	69.5	$	(56.0)
Other comprehensive income (loss), net of tax:
Interest rate swaps	11.9		1.3

Foreign currency translation adjustment	(235.1)		18.3
Total other comprehensive (loss) income, net of tax	(223.2)		19.6
Comprehensive loss	$	(153.7)	$	(36.4)

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

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CLARIVATE PLC

Condensed Consolidated Statements of Changes in Equity (Unaudited)

(In millions)


	Ordinary Shares			Preferred Shares			Treasury Shares			Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Shareholders’ Equity
	Shares	Amount		Shares	Amount		Shares	Amount












































Balance at December 31, 2021	683.1	$	11,827.9	14.4	$	1,392.6	0.5	$	(16.9)	$	326.7	$	(1,604.4)	$	11,925.9
Reclassification of EBT Shares	(0.5)	—		—	—		—	—		—		—		—
Exercise of stock options	0.2	0.4		—	—		—	—		—		—		0.4
Vesting of restricted stock units	0.7	—		—	—		—	—		—		—		—
Shares returned to the Company for net share settlements	(0.4)	(5.4)		—	—		—	—		—		—		(5.4)

Share-based award activity	—	26.9		—	—		—	—		—		—		26.9
Repurchases of ordinary shares	(4.1)	—		—	—		4.1	(66.4)		—		—		(66.4)
Retirement of treasury shares	—	(34.8)		—	—		(2.1)	33.3		—		1.5		—
Sale of treasury shares	—	—		—	—		—	1.3		—		(0.7)		0.6

Dividends to preferred shareholders	—	—		—	—		—	—		—		(18.7)		(18.7)
Net income	—	—		—	—		—	—		—		69.5		69.5
Other comprehensive loss	—	—		—	—		—	—		(223.2)		—		(223.2)
Balance at March 31, 2022	679.0	$	11,815.0	14.4	$	1,392.6	2.5	$	(48.7)	$	103.5	$	(1,552.8)	$	11,709.6

Balance at December 31, 2020	606.3	$	9,989.2	—	$	—	6.3	$	(196.0)	$	492.4	$	(1,250.8)	$	9,034.8
Exercise of Private Placement Warrants	0.2	3.6		—	—		—	—		—		—		3.6
Exercise of stock options	0.8	5.1		—	—		—	—		—		—		5.1
Vesting of restricted stock units	—	—		—	—		—	—		—		—		—
Shares returned to the Company for net share settlements	(0.4)	(4.5)		—	—		—	—		—		—		(4.5)
Issuance of ordinary shares, net	4.4	105.5		—	—		—	—		—		—		105.5
Share-based award activity	—	10.5		—	—		—	—		—		—		10.5
Net loss	—	—		—	—		—	—		—		(56.0)		(56.0)
Other comprehensive income	—	—		—	—		—	—		19.6		—		19.6
Balance at March 31, 2021	611.3	$	10,109.4	—	$	—	6.3	$	(196.0)	$	512.0	$	(1,306.8)	$	9,118.6

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

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CLARIVATE PLC

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In millions)


	Three Months Ended March 31,
	2022		2021
Cash Flows From Operating Activities
Net income (loss)	$	69.5	$	(56.0)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	176.4		131.6

Deferred income taxes	(1.3)		0.2
Share-based compensation	24.6		1.2
Restructuring and impairment	(0.9)		38.9
Loss (gain) on foreign currency forward contracts	6.7		(1.0)
Mark to market adjustment on contingent shares	—		(25.1)
Mark to market gain on financial instruments	(100.4)		(51.2)



Amortization of debt issuance costs	3.6		2.3
Other operating activities	(19.5)		7.3
Changes in operating assets and liabilities:
Accounts receivable	40.2		44.2
Prepaid expenses	(20.8)		(7.2)
Other assets	(18.5)		(0.9)
Accounts payable	(10.3)		13.7
Accrued expenses and other current liabilities	(143.9)		29.1
Deferred revenues	63.3		66.0
Operating lease right of use assets	4.6		7.5
Operating lease liabilities	(5.1)		(25.7)
Other liabilities	(0.8)		(0.9)
Net cash provided by operating activities	67.4		174.0

Cash Flows From Investing Activities
Capital expenditures	(41.4)		(33.0)
Acquisitions, net of cash acquired	(1.3)		0.4



Net cash used in investing activities	(42.7)		(32.6)

Cash Flows From Financing Activities



Principal payments on term loan	(7.2)		(7.2)

Payment of debt issuance costs and discounts	(2.1)		—









Repurchases of ordinary shares	(55.1)		—
Cash dividends on preferred shares	(18.9)		—

Proceeds from stock options exercised	0.4		5.1
Payments related to finance lease	(0.5)		—
Payments related to tax withholding for stock-based compensation	(5.4)		(4.5)
Net cash used in financing activities	(88.8)		(6.6)
Effects of exchange rates	(7.8)		8.7

Net increase in cash and cash equivalents	$	69.3	$	141.3
Net (decrease) increase in restricted cash	(141.2)		2.2

Net (decrease) increase in cash and cash equivalents, and restricted cash	(71.9)		143.5

Beginning of period:
Cash and cash equivalents	$	430.9	$	257.7
Restricted cash	156.7		14.7
Total cash and cash equivalents, and restricted cash, beginning of period	587.6		272.4

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CLARIVATE PLC

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In millions)


	Three Months Ended March 31,
	2022		2021

End of period:
Cash and cash equivalents	500.2		399.0
Restricted cash	15.5		16.9
Total cash and cash equivalents, and restricted cash, end of period	$	515.7	$	415.9

Supplemental Cash Flow Information:
Cash paid for interest	$	27.8	$	27.3
Cash paid for income tax	$	3.6	$	2.6


Capital expenditures included in accounts payable	$	7.7	$	6.1

Non-Cash Financing Activities:


Retirement of treasury shares	(33.3)		—
Shares issued as contingent stock consideration associated with the DRG acquisition	—		61.6
Shares issued as contingent stock consideration associated with the CPA Global acquisition	—		43.9

Treasury share purchases settled after period end	11.3		—
Dividends accrued on our 5.25% Series A Mandatory Convertible Preferred Shares	6.4		—
Total Non-Cash Financing Activities	$	(15.6)	$	105.5

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

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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

Note 1: Background and Nature of Operations

Clarivate Plc (“Clarivate,” “us,” “we,” “our,” or the “Company”), is a public limited company organized under the laws of Jersey, Channel Islands, pursuant to the definitive agreement entered into on May 13, 2019 to effect a merger between Camelot Holdings (Jersey) Limited ("Jersey") and Churchill Capital Corp, a Delaware corporation, ("Churchill") (the “2019 Transaction”). The Company is a provider of proprietary and comprehensive content, analytics, professional services and workflow solutions that enable users across government and academic institutions, life science companies and research and development (“R&D”) intensive corporations to discover, protect and commercialize their innovations. Clarivate has two reportable segments: Science and Intellectual Property ("IP"). See Note 18 - Segment Information, for additional information on the Company's reportable segments.

Risks and Uncertainties

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

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

Note 2: Basis of Presentation

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

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

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

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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

Note 3: Summary of Significant Accounting Policies

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

Newly Adopted Accounting Standards

In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The guidance is effective for all entities from the period March 12, 2020 through December 31, 2022. In January 2021, the FASB issued ASU 2021-01, which adds implementation guidance to the above ASU to clarify certain optional expedients in Topic 848. The Company adopted the new standard effective July 1, 2021 and elected the optional expedients for its interest rate swap agreements and debt agreements with reference to LIBOR. Upon meeting the specified criteria in the guidance, the Company continues to account for its interest rate swaps in accordance with hedge accounting and will not apply modification accounting to its debt agreements. The adoption of this standard did not have a material impact on our condensed consolidated financial statements.

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

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

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

Recently Issued Accounting Standards

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

There were no other new accounting standards or updates issued or effective as of March 31, 2022, that have, or are expected to have, a material impact on the Company's Condensed Consolidated Financial Statements.

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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

Note 4: Business Combinations

Acquisition of ProQuest

On December 1, 2021, we acquired 100% of ProQuest, a leading global software, data and analytics provider to academic, research and national institutions, and its subsidiaries from Cambridge Information Group (“CIG”), Atairos and certain other equity holders (collectively, the “Seller Group”). The aggregate consideration in connection with the closing of the ProQuest acquisition was $4,994.3, net of $52.5 cash acquired. The aggregate consideration was composed of (i) $1,094.9 from the issuance of 46.9 million ordinary shares to the Seller Group and (ii) approximately $3,951.9 in cash, including approximately $917.5 to fund the repayment of ProQuest debt.


Issuance of 46.9 million shares(1)	$	1,094.9
Cash consideration(2)	3,951.9
Total purchase price	5,046.8
Cash acquired(3)	(52.5)
Total purchase price, net of cash acquired	$	4,994.3

(1) Based on the Company’s closing share price of $23.34 on November 30, 2021.
(2) Based on the Closing Statement, total cash consideration of $3,951.9 includes a base cash consideration of $3,988.0, less working capital adjustments of $31.7, less closing indebtedness adjustments of $36.6, plus closing cash consideration of $32.2 as defined in the Transaction Agreement.
(3) Cash acquired includes $52.5 of total cash acquired, less $2.0 of restricted cash acquired as defined in the Transaction Agreement.

The excess of the purchase price over the net tangible and intangible assets is recorded to Goodwill and primarily reflects the assembled workforce and expected synergies. The majority of goodwill is deductible for tax purposes. During the three months ended March 31, 2022 and 2021, total transaction costs incurred in connection with the acquisition of ProQuest were $5.7 and $0.1, respectively. The ProQuest acquisition is reported as part of the Science Segment, see Note 18 - Segment Information for further details.

The purchase price allocation for the ProQuest acquisition as of the close date of December 1, 2021 is preliminary and may change upon completion of the determination of the fair value of assets acquired and liabilities assumed. For example, the attrition assumptions used in valuing the customer relationship intangible assets acquired are provisional. A 0.5% change in the attrition assumption used would represent a material change in the purchase price allocation. The following table summarizes the preliminary purchase price allocation for this acquisition:

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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


	Original Purchase Price Allocation		Measurement Period Adjustments		Updated Purchase Price Allocation
Accounts receivable	$	113.5	$	1.2	$	114.7
Prepaid expenses	22.3		0.9		23.2
Other current assets	23.7		—		23.7
Property and equipment, net	62.3		3.1		65.4
Other intangible assets(1)	3,534.7		—		3,534.7
Other non-current assets	18.0		—		18.0
Deferred income taxes	3.5		—		3.5
Operating lease right-of-use assets	28.4		—		28.4
Total assets	$	3,806.4	$	5.2	$	3,811.6
Accounts payable	17.1		—		17.1
Accrued expenses and other current liabilities	136.8		(2.3)		134.5
Current portion of long-term debt	1.1		—		1.1
Current portion of deferred revenue	335.2		—		335.2
Current portion of operating lease liabilities	8.0		—		8.0
Long-term debt	33.4		—		33.4
Deferred income taxes	58.6		0.1		58.7
Non-current portion of deferred revenue	6.8		—		6.8
Other non-current liabilities	89.2		1.7		90.9
Operating lease liabilities	23.1		—		23.1
Total liabilities	709.3		(0.5)		708.8
Fair value of acquired identifiable assets and liabilities	$	3,097.1	$	5.7	$	3,102.8

Purchase price, net of cash	$	4,994.3	$	—	$	4,994.3
Less: Fair value of acquired identifiable assets and liabilities	3,097.1		5.7		3,102.8
Goodwill	$	1,897.2	$	(5.7)	$	1,891.5


(1) Of the $3,534.7, $3,528.0 relates to the valued intangible assets as per the purchase price allocation and $6.7 relates to acquired assets under construction.

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


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

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

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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


	Three Months Ended March 31,
	2021
Pro forma revenues, net	$	648.1
Pro forma net loss attributable to the Company's shareholders	(71.8)

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

The unaudited pro forma results include certain pro forma adjustments to net loss that were directly attributable to the acquisition, assuming the acquisition had occurred on January 1, 2020, including the following: (i) additional amortization expense that would have been recognized relating to the acquired intangible assets, (ii) adjustments to interest expense to reflect the removal of ProQuest debt and the additional Company borrowings in conjunction with the acquisition, and (iii) acquisition-related transaction costs which reduced expenses by $0.1 for the three months ended March 31, 2021.

Note 5: Leases

The Company has multiple agreements to sublease operating lease right of use assets and recognized $0.8 of sublease income both for the three months ended March 31, 2022 and 2021, within Selling, general and administrative costs in the Condensed Consolidated Statements of Operations.

On December 1, 2021, Clarivate closed its acquisition of ProQuest. As part of the acquisition, the Company assumed a Finance lease. Refer to Note 6 - Property and Equipment, Net, Note 11 - Debt, and Note 20 - Related Party Transactions for further information.

In connection with the Company's digital workplace transformation initiative to enable colleagues to work remotely, the Company ceased the use of select leased sites during the three months ended March 31, 2021. See Note 21 - Restructuring and Impairment for further information.

Note 6: Property and Equipment, Net

Property and equipment, net consisted of the following:



	March 31,		December 31,
	2022		2021
Computer hardware	$	47.1	$	45.5
Leasehold improvements	14.4		11.6
Furniture, fixtures and equipment	35.6		34.7
Capital office leases - finance lease asset	31.0		30.5
Other	2.3		2.3
Total property and equipment, gross	130.4		124.6
Accumulated depreciation	(50.4)		(40.8)
Total property and equipment, net	$	80.0	$	83.8

Depreciation amounted to $10.6 and $3.3 for the three months ended March 31, 2022 and 2021, respectively, and there were no impairments related to leasehold improvements during the three months ended March 31, 2022, compared to $1.0 for the three months ended March 31, 2021.

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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

Note 7: Other Intangible Assets, net and Goodwill

Other Intangible Assets, net

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


	March 31, 2022						December 31, 2021
	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net
Finite-lived intangible assets
Customer relationships	$	8,155.7	$	(598.2)	$	7,557.5	$	8,279.1	$	(514.8)	$	7,764.3
Databases and content	2,592.9		(635.9)		1,957.0		2,577.1		(591.0)		1,986.1
Computer software	740.7		(341.9)		398.8		733.1		(320.1)		413.0
Trade names	61.8		(13.2)		48.6		62.1		(10.5)		51.6

Backlog	29.2		(14.5)		14.7		29.1		(13.0)		16.1
Finite-lived intangible assets	11,580.3		(1,603.7)		9,976.6		11,680.5		(1,449.4)		10,231.1
Indefinite-lived intangible assets
Trade names	161.3		—		161.3		161.3		—		161.3
Total intangible assets	$	11,741.6	$	(1,603.7)	$	10,137.9	$	11,841.8	$	(1,449.4)	$	10,392.4

Amortization amounted to $165.8 and $128.3 for the three months ended March 31, 2022, and 2021, respectively.

Goodwill

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


	Science Segment		Intellectual Property Segment		Consolidated Total




Balance as of December 31, 2021	$	3,326.9	$	4,578.0	$	7,904.9
Measurement Period Adjustments(1)	(2.4)		—		(2.4)

Impact of foreign currency fluctuations and other	0.2		(99.3)		(99.1)
Balance as of March 31, 2022	$	3,324.7	$	4,478.7	$	7,803.4
(1) Includes $(2.4) in purchase accounting adjustments recorded in 2022, of which $(5.7) was related to the ProQuest acquisition. See Note 4 - Business Combinations for further information.

Note 8: Derivative Instruments

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

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

Changes in the fair value are recorded in accumulated other comprehensive income (loss) ("AOCI") and the amounts reclassified out of AOCI are recorded to Interest expense and amortization of debt discount, net. The fair value of the interest rate swaps is recorded in other current assets or accrued expenses and other current liabilities and other non-current

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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

assets or liabilities in the Condensed Consolidated Balance Sheets, according to the duration of related cash flows. The fair value of the interest rate swaps was an asset of $14.0 and $2.0 as of March 31, 2022 and December 31, 2021, respectively.

Foreign Currency Forward Contracts

The Company periodically enters into foreign currency contracts to help manage the Company’s exposure to foreign exchange rate risks. These contracts generally do not exceed 180 days in duration. The Company recognized (loss) gains from the mark to market adjustment of $(6.7) and $1.0 for the three months ended March 31, 2022 and 2021, respectively, in Other operating (income) expense, net on the Condensed Consolidated Statements of Operations. The nominal amount of outstanding foreign currency contracts was $271.3 and $216.7 as of March 31, 2022 and December 31, 2021, respectively.

The Company accounts for these forward contracts at fair value and recognizes the associated realized and unrealized gains and losses in Other operating (income) expense, net in the Condensed Consolidated Statements of Operations, as the contracts are not designated as accounting hedges under the applicable sections of ASC 815, Derivatives and Hedging. The total fair value of the forward contracts represented an asset balance of $0.1 and $2.2 and a liability balance of $5.3 and $0.7 as of March 31, 2022 and December 31, 2021, respectively, which was classified within Other current assets and Accrued expenses and other current liabilities, respectively, on the Condensed Consolidated Balance Sheets. See Note 9 - Fair Value Measurements for additional information related to the fair value of derivative instruments.

Note 9: Fair Value Measurements

Assets and Liabilities Recorded at Fair Value on a Recurring Basis

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


	March 31, 2022
	Level 2		Level 3		Total Fair Value
Assets
Forward currency contracts asset	$	0.1	$	—	$	0.1

Interest rate swap asset	14.0		—		14.0
	14.1		—		14.1
Liabilities
Warrant liability	—		127.4		127.4
CPA Global Equity Plan liability - current	9.8		—		9.8

Forward currency contracts liability	5.3		—		5.3



Total	$	15.1	$	127.4	$	142.5


	December 31, 2021
	Level 2		Level 3		Total Fair Value
Assets
Forward currency contracts asset	$	2.2	$	—	$	2.2
Interest rate swap asset	2.0				2.0

	4.2		—		4.2
Liabilities
Warrant liability	—		227.8		227.8
CPA Global Equity Plan liability - current	152.4		—		152.4

Forward currency contracts liability	0.7		—		0.7



Total	$	153.1	$	227.8	$	380.9

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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

Private Placement Warrants - The following table summarizes the changes in Private Placement Warrant liability for the three months ended March 31, 2022 and 2021:


Balance at December 31, 2021	$	227.8
Mark to market gain on financial instruments	(100.4)
Exercise of Private Placement Warrants	—
Balance at March 31, 2022	$	127.4







Balance at December 31, 2020	$	312.8
Mark to market gain on financial instruments	(51.2)
Exercise of Private Placement Warrants	(3.6)
Balance at March 31, 2021	$	258.0

There were no transfers of assets or liabilities between levels during the three months ended March 31, 2022 and 2021.

Non-Financial Assets Valued on a Non-Recurring Basis

Right of Use Asset — For the three months ended March 31, 2022, there were no impairment charges recorded, compared to the three months ended March 31, 2021 where the carrying value of the operating lease right of use asset was reduced by $41.0, which were non-cash charges. Additionally, the Company incurred $0.2 and $3.1 in lease termination fees during the three months ended March 31, 2022 and 2021, respectively. Fair value assumptions including sublease probabilities and the present value factor were used in the impairment calculation.

Note 10: Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities, consisted of the following as of March 31, 2022 and December 31, 2021:


	March 31,		December 31,
	2022		2021
CPA Global Equity Plan liability(1)	$	9.8	$	152.4

Employee related accruals(2)	98.3		150.6
Accrued professional fees(3)	35.8		39.4
Accrued legal liability(4)	76.7		79.0
Tax related accruals(5)	35.8		28.5
Accrued royalty costs(6)	69.5		71.3
Other accrued expenses and other current liabilities(7)	206.1		158.4
Total accrued expenses and other current liabilities	$	532.0	$	679.6

(1) See Note 9 - Fair Value Measurements and Note 14 - Share-based Compensation for further information.

(2) Employee related accruals include accrued payroll, bonus and employee commissions.
(3) Professional and outside service-related fees include accrued legal fees, audit fees, outside services, technology, and contractor fees.
(4) Of the balance as of March 31, 2022 and December 31, 2021, management estimated the Company's potential liability for the larger legal claims is $60.4 and $60.5, respectively, which includes estimated legal costs and accrued interest. See Note 19 - Commitments and Contingencies for further information with respect to the probable claim reserves.
(5) Tax related accruals include value-added taxes payable and other current taxes payable.
(6) Represents accrued royalty costs associated with licensee agreements.
(7) Includes current liabilities due to customers, interest payable, and miscellaneous other current liabilities. As of March 31, 2022, $6.4 in dividends on preferred shares are accrued and $11.3 in shares repurchased in March are accrued in which the cash did not settle until April (see Note 13 - Shareholders’ Equity).

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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

Note 11: Debt

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


		March 31, 2022				December 31, 2021
Type	Maturity	Effective Interest Rate		Carrying Value		Effective Interest Rate		Carrying Value
Senior Notes	2029	4.875	%	$	921.4	4.875	%	$	921.4
Senior Secured Notes	2028	3.875	%	921.2		3.875	%	921.2
Revolving Credit Facility	2027	3.199	%	175.0		3.359	%	175.0
Term Loan Facility	2026	3.759	%	2,811.7		3.860	%	2,818.8
Senior Secured Notes	2026	4.500	%	700.0		4.500	%	700.0



Finance lease(1)	2023	3.800	%	30.3		3.800	%	30.8
Total debt outstanding				5,559.6				5,567.2
Debt issuance costs				(45.0)				(47.1)
Term Loan Facility (2026), Senior Notes (2029), Senior Secured Notes (2028), discounts				(32.0)				(33.2)
Short-term debt, including current portion of long-term debt				(30.6)				(30.6)
Long-term debt, net of current portion and debt issuance costs				$	5,452.0			$	5,456.3

(1) See Note 5 - Leases for additional information.

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

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

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

The Credit Facilities

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

Revolving Credit Facility

The Revolving Credit Facility provides for revolving loans, same-day borrowings and letters of credit pursuant to commitments in an aggregate principal amount of $750.0 with a letter of credit sublimit of $80.0. Proceeds of loans made under the Revolving Credit Facility may be borrowed, repaid and reborrowed prior to the maturity of the Revolving Credit Facility. Our ability to draw under the Revolving Credit Facility or issue letters of credit thereunder will be conditioned upon, among other things, delivery of required notices, accuracy of the representations and warranties contained in the Credit Agreement and the absence of any default or event of default under the Credit Agreement.

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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

is 90 days prior to the maturity date of (i) the term loans outstanding under the Credit Agreement as of the date of the amendment or (ii) the 4.50% senior secured notes due in 2026 and issued by Camelot Finance S.A (but only to the extent such term loans or senior secured notes have not, prior thereto, been refinanced or extended to have a maturity date of no earlier than 90 days after March 31, 2027).

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

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

As of March 31, 2022, letters of credit totaling $5.3 were collateralized by the Revolving Credit Facility. Notwithstanding the Revolving Credit Facility, the Company had an unsecured corporate guarantee outstanding for $10.5 and cash collateralized letters of credit totaling $0.4 as of March 31, 2022, all of which were not collateralized by the Revolving Credit Facility.

Term Loan Facility (2026)

The Company has a Term Loan Facility of $2,860.0 due in 2026, which was fully drawn at closing. The principal amount of the Term Loan Facility is repaid by the Company on the last Business Day of each March, June, September and December, in an amount equal to 0.25% of the aggregate outstanding amount. As of March 31, 2022, we had $2,811.7 outstanding on our Term Loan Facility.

Senior Secured Notes (2026)

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

The carrying value of the Company’s variable interest rate debt, excluding unamortized debt issuance costs, approximates fair value due to the short-term nature of the interest rate benchmark rates. The fair value of the fixed rate debt is estimated based on market observable data for debt with similar prepayment features. The fair value of the Company’s debt was $5,417.7 and $5,595.5 at March 31, 2022 and December 31, 2021, respectively. The debt is considered a Level 2 liability under the fair value hierarchy.

Note 12: Revenue

Disaggregated Revenues

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

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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

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

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

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

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













	Three Months Ended March 31,
	2022		2021(1)
Subscription revenues	$	403.8	$	239.0
Re-occurring revenues	114.5		109.5
Transactional and other revenues	143.7		82.9
Total revenues, gross	662.0		431.4
Deferred revenues adjustment(2)	0.2		(3.0)
Total revenues, net	$	662.2	$	428.4


(1) Certain prior period amounts have been reclassified to conform to current period presentation.
(2) Reflects the deferred revenues adjustment made as a result of purchase accounting prior to the adoption of ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. In the fourth quarter of 2021, Clarivate adopted ASU No. 2021-08 which allows an acquirer to account for the related revenue contracts in accordance with ASC 606 Revenue from Contracts with Customers, as if it had originated the contracts. This guidance was applied retrospectively to all business combinations for which the acquisition date occurs during or subsequent to 2021.

Contract Balances


	Accounts receivable, net		Current portion of deferred revenues		Non-current portion of deferred revenues
Opening (January 1, 2022)	$	906.4	$	1,030.4	$	54.2
Closing (March 31, 2022)	859.8		1,080.6		54.7
(Increase)/decrease	$	46.6	$	(50.2)	$	(0.5)

Opening (January 1, 2021)	$	737.7	$	707.3	$	41.4
Closing (March 31, 2021)	706.9		769.0		45.4
(Increase)/decrease	$	30.8	$	(61.7)	$	(4.0)

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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

The amount of revenue recognized in the period that was included in the opening deferred revenues balances was $354.0 and $231.3 for the three months ended March 31, 2022 and 2021, respectively. This revenue consists primarily of subscription revenues.

Transaction Price Allocated to the Remaining Performance Obligation

As of March 31, 2022, approximately $124.6 of revenue is expected to be recognized in the future from remaining performance obligations, excluding contracts with a duration of one year or less. The Company expects to recognize revenue on approximately 57.1% of these performance obligations over the next 12 months. Of the remaining 42.9%, 24.1% is expected to be recognized within the following year, 11.6% is expected to be recognized within three to five years, with the final 7.2% expected to be recognized within six to ten years.

Note 13: Shareholders’ Equity

As of March 31, 2022, there were unlimited shares of ordinary stock authorized, 681.5 million shares issued and 679.0 million shares outstanding, with no par value. The Company held 2.5 million and 0.5 million shares as treasury shares as of March 31, 2022 and December 31, 2021, respectively. The Company’s ordinary shareholders are entitled to one vote per share.

DRG Acquisition Shares

In connection with the DRG acquisition, 2.9 million ordinary shares of the Company were issued to PEL in March 2021.

MCPS Offering

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

As of March 31, 2022, we recognized $6.4 of accrued preferred share dividends within Accrued expenses and other current liabilities. While the dividends on the MCPS are cumulative, they will not be paid until declared by the Company’s Board of Directors. If the dividends are not declared, they will continue to accumulate until paid, due to a backstop contained in the agreement (even if never declared).

Treasury Shares

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

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

Share Repurchase Program and Share Retirements - In August 2021, the Company's Board of Directors authorized a share repurchase program allowing the Company to purchase up to $250.0 of its outstanding ordinary shares, subject to market conditions. In February 2022, the Company's Board of Directors approved the purchase of up to $1,000.0 of the Company's ordinary shares through open-market purchases, to be executed through December 31, 2023. The repurchase program replaces the repurchase program previously announced in August 2021. During the three months ended March 31, 2022, the Company purchased 4.1 million ordinary shares with a total carrying value of $66.4, which included $11.3 of March purchases that cash settled in April 2022. Of the total ordinary shares purchased during three months ended March 31, 2022, 2.1 million shares with a carrying value of $33.3 were retired and restored as authorized but unissued ordinary shares. Upon

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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

formal retirement and in accordance with ASC Topic 505, Equity, the Company reduced its ordinary shares account by the carrying amount of the treasury shares. Additionally, given the differences of the original repurchase share value and the value at the time of formal retirements, an associated gain was recognized within the Consolidated Statement of Changes in Equity in the amount of $1.5. As of March 31, 2022, the Company had approximately $933.6 of availability remaining under this program. See Note 22 - Subsequent Events for additional information related to the Share Repurchase Program. A summary of the ordinary shares repurchased during the three months ended March 31, 2022 is as follows:


	Three Months Ended March 31,
(in millions)	2022
Total number of shares repurchased	4.1
Average price paid per share	$	16.16
Total	$	66.4

Total shares retired	2.1
Average price paid per share	$	15.71
Total	$	33.3

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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

Note 14: Share-based Compensation

The Company grants share-based awards under the Clarivate Plc 2019 Incentive Award Plan ("the "Plan"). As of March 31, 2022, approximately 36.2 million shares of the Company’s ordinary shares were available for share-based awards. The Plan provides for the issuance of stock options, restricted stock units ("RSUs") and performance share units ("PSUs"). Share-based compensation expense is recorded to the “Cost of revenues’ and “Selling, general and administrative” line items on the accompanying Condensed Consolidated Statements of Operations. Total share-based compensation expense for the three months ended March 31, 2022, and 2021 comprised of the following:


	Three Months Ended March 31, 2022
	RSUs		PSUs		CPA Global Equity Plan		Total
Cost of revenues	$	9.6	$	0.1	$	(0.4)	$	9.3
Selling, general and administrative costs	16.2		1.0		0.1		17.3
Total share-based compensation expense	$	25.8	$	1.1	$	(0.3)	$	26.6


	Three Months Ended March 31, 2021
	RSUs		PSUs		CPA Global Equity Plan		Total
Cost of revenues	$	3.8	$	0.1	$	9.1	$	13.0
Selling, general and administrative costs	5.6		1.2		19.2		26.0
Total share-based compensation expense	$	9.4	$	1.3	$	28.3	$	39.0

The following table summarizes the Company’s existing share-based compensation awards program activity for the three months ended March 31, 2022, and 2021, respectively (in millions):


	Three Months Ended March 31, 2022
	Stock Options	RSUs	PSUs
Balance at December 31, 2021	4.8	4.5	1.4
Granted	—	3.9	0.9
Exercised/Vested	(0.2)	(0.7)	—
Forfeited/Unexercised	(0.1)	(0.1)	—
Balance at March 31, 2022	4.5	7.6	2.3

Total remaining unearned compensation costs	—	89.4	11.6

Weighted average remaining service period	0 years	1.4 years	1.9 years

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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


	Three Months Ended March 31, 2021
	Stock Options	RSUs	PSUs
Balance at December 31, 2020	7.9	1.8	0.9
Granted	—	2.0	0.5
Vested	(0.8)	—	—
Forfeited	—	—	—
Balance at March 31, 2021	7.1	3.8	1.4

Total remaining unearned compensation costs	—	61.3	12.0

Weighted average remaining service period	0 years	1.6 years	2.3 years

Note 15: Income Taxes

During the three months ended March 31, 2022 and 2021, the Company recognized an income tax provision of $16.3 on income before income tax of $85.8 and $0.3 on loss before income tax of $55.7, respectively. The tax provision in each period during the three months ended March 31, 2022 and 2021, respectively, reflects the mix of taxing jurisdictions in which pre-tax profits and losses were recognized.

Note 16: Earnings Per Share

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

Potential ordinary shares on a gross basis of 26.9 million and 26.9 million of options, RSUs, and PSUs related to the 2019 Incentive Award Plan were excluded from diluted EPS for the three months ended March 31, 2022 and 2021, respectively, as their inclusion would have been anti-dilutive or their performance metric was not met. See Note 13 - Shareholders’ Equity and Note 14 - Share-based Compensation for additional information.

The potential dilutive effect of our MCPS outstanding during the period was calculated using the if-converted method assuming the conversion as of the earliest period reported or at the date of issuance, if later. The resulting weighted ordinary shares of 55.3 million related to our MCPS are not included in the dilutive weighted-average ordinary shares outstanding calculation for the three months ended March 31, 2022, as their effect would be anti-dilutive.

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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

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


	Three Months Ended March 31,
	2022		2021
Basic/Diluted EPS
Net income (loss) available to ordinary shareholders	$	69.5	$	(56.0)
Dividends on preferred shares	18.7		0.0
Net income (loss) attributable to ordinary shares	$	50.8	$	(56.0)

Basic weighted-average number of ordinary shares outstanding	682.5		602.3
Basic EPS	$	0.07	$	(0.09)

Diluted EPS
Net income (loss) attributable to ordinary shares	$	50.8	$	(56.0)
Change in fair value of private placement warrants	(94.9)		(51.2)
Net loss attributable to ordinary shares, diluted	$	(44.1)	$	(107.2)

Denominator:
Shares used in computing net loss attributable to per share to ordinary shareholders, basic	682.5		602.3
Weighted-average effect of potentially dilutive shares to purchase ordinary shares	5.5		10.3
Diluted weighted-average number of ordinary shares outstanding	688.0		612.6
Diluted EPS	$	(0.06)	$	(0.17)

Note 17: Other Operating (Income) Expense, Net

Other operating (income) expense, net, consisted of the following for the three months ended March 31, 2022 and 2021:



	Three Months Ended March 31,
	2022		2021
Net foreign exchange (gain) loss	$	(20.4)	$	16.0

Miscellaneous expense, net	6.7		0.2
Other operating (income) expense, net	$	(13.7)	$	16.2

Note 18: Segment Information

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

Science: The Science segment consists of our Academia and Government Product Line, which includes ProQuest, and our Life Sciences Product Line. Both Product Lines provide curated, high-value, structured information and consulting services that is delivered and embedded into the workflows of our customers, which include research-intensive corporations, life science organizations and universities world-wide.

Intellectual Property: The 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.

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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

Each of the two operating segments represent the segments for which discrete financial information is available and upon which operating results are regularly evaluated by the CODM in order to assess performance and allocate resources. The CODM evaluates performance based primarily on revenue and segment Adjusted EBITDA. Adjusted EBITDA represents net (loss) income before provision for income taxes, depreciation and amortization, interest income and expense adjusted to exclude acquisition or disposal-related transaction costs (such costs include net income from continuing operations before provision for income taxes, depreciation and amortization and interest income and expense from divestitures), losses on extinguishment of debt, share-based compensation, unrealized foreign currency gains/(losses), transformational and restructuring expenses, acquisition-related adjustments to deferred revenues prior to the adoption of FASB ASU No. 2021-08 in 2021, non-operating income or expense, the impact of certain non-cash mark-to-market adjustments on financial instruments, legal settlements and other items that are included in net income for the period that the Company does not consider indicative of its ongoing operating performance and certain unusual items impacting results in a particular period.

Revenues, net by segment

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


	Three Months Ended March 31,
	2022		2021
Science Segment	$	420.4	$	191.3
Intellectual Property Segment	241.8		237.1
Total Revenues, net	$	662.2	$	428.4

Adjusted EBITDA by segment

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

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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


	Three Months Ended March 31,
	2022		2021
Science Segment Adjusted EBITDA	$	151.2	$	90.6
Intellectual Property Segment Adjusted EBITDA	111.1		74.2
Total Adjusted EBITDA	$	262.3	$	164.8
Provision for income taxes	(16.3)		(0.3)
Depreciation and amortization	(176.4)		(131.6)
Interest expense and amortization of debt discount, net	(59.5)		(37.4)


Mark to market gain on financial instruments(1)	100.4		51.2
Deferred revenues adjustment(2)	0.2		(3.0)
Transaction related costs(3)	(6.7)		22.9
Share-based compensation expense	(37.0)		(39.0)
Restructuring and impairment(4)	(11.7)		(67.9)
Other(5)	14.2		(15.7)
Net income (loss)	$	69.5	$	(56.0)
Dividends on preferred shares	(18.7)		—
Net income (loss) attributable to ordinary shares	$	50.8	$	(56.0)
























(1) Reflects mark-to-market adjustments on financial instruments under ASC 815, Derivatives and Hedging. Warrant instruments that do not meet the criteria to be considered indexed to an entity's own stock shall be initially classified as a liability at their estimated fair values, regardless of the likelihood that such instruments will ever be settled in cash. In periods subsequent to issuance, changes in the estimated fair value of the liabilities are reported through earnings.
(2) Reflects the deferred revenues adjustment made as a result of purchase accounting prior to the adoption of ASU No. 2021-08, "Accounting for Contract Assets and Contract Liabilities from Contracts with Customers". In the fourth quarter of 2021, Clarivate adopted ASU No. 2021-08 which allows an acquirer to account for the related revenue contracts in accordance with ASC 606, Revenue from Contracts with Customers, as if it had originated the contracts. This guidance was applied retrospectively to all business combinations for which the acquisition date occurs during or subsequent to 2021.
(3) Includes costs incurred to complete business combination transactions, including acquisitions, dispositions and capital market activities and include advisory, legal, and other professional and consulting costs. During the three months ended March, 31, 2021, this also includes the mark-to-market adjustments on the contingent stock consideration associated with the CPA Global and DRG acquisitions.
(4) Primarily reflects costs related to restructuring and impairment associated with One Clarivate, ProQuest and CPA Global Programs. Refer to Note 21 - Restructuring and Impairment for further information.
(5) Includes primarily the net impact of foreign exchange gains and losses related to the re-measurement of balances and other items that do not reflect our ongoing operating performance.

Note 19: Commitments and Contingencies

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

Lawsuits and Legal Claims

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

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

Our best estimate of the Company's potential liability for the larger legal claims is $60.4, which includes estimated legal costs and accrued interest. The recorded probable loss is an estimate and the actual costs arising from our litigation could be materially lower or higher. We have and will continue to vigorously defend ourselves against these claims. We maintain

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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

appropriate levels of insurance, which we expect are likely to provide coverage for some of these liabilities or other losses that may arise from these litigation matters.

Between January and March 2022, three putative securities class action complaints were filed in the United States District Court for the Eastern District of New York against Clarivate and certain of its executives and directors alleging that there were weaknesses in the Company’s internal controls over financial reporting and financial reporting procedures that it failed to disclose in violation of federal securities law. The complaints collectively seek damages on behalf of a putative class of shareholders who acquired Clarivate securities between November 10, 2020 and February 2, 2022, and/or acquired Clarivate preferred shares in connection with a June 9, 2021 offering. The complaints reference an error in the accounting treatment of an equity plan included in the Company’s 2020 business combination with CPA Global that was disclosed on December 27, 2021, and related restatements issued on February 3, 2022 of certain of the Company's previously issued financial statements. Clarivate does not believe that the claims alleged in the complaints have merit and will vigorously defend against them. Given the early stage of the proceedings, we are unable to estimate the reasonably possible loss or range of loss, if any, arising from this matter.

Contingent Liabilities

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

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

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

Note 20: Related Party Transactions

The Company incurred expenses of $0.1 and $0.2 during the three months ended March 31, 2022 and 2021 associated with two vendors, respectively, that are controlled affiliates of Baring. The outstanding liability as of March 31, 2022 and December 31, 2021 related to these vendors was $0.4 and $0.3, respectively.

The Company recognized net revenues of $0.6 during the three months ended March 31, 2022 and 2021 from a customer that is a controlled affiliate of Onex.

The Company recognized net revenues of $0.1 during the three months ended March 31, 2022 from a customer that is a controlled affiliate of Leonard Green & Partners, L.P. This customer had outstanding receivables of $0.2 as of March 31, 2022. The Company recognized net revenues of $9.6 and $0.1, respectively, during the three months ended March 31, 2021 from two customers that were controlled affiliates of Leonard Green & Partners, L.P. These customers had outstanding receivables of $71.0 and $0.1, respectively, as of December 31, 2021.

The Company incurred expenses of $2.2 during the three months ended March 31, 2022 associated with a vendor that is a controlled affiliate of Leonard Green & Partners, L.P. The outstanding liability as of March 31, 2022 related to this vendor was $4.3. During the three months ended March 31, 2021, the Company incurred expenses of $7.6 and $0.2, respectively, from two vendors that were controlled affiliates of Leonard Green & Partners, L.P. There was no outstanding liability as of December 31, 2021 related to these vendors.

One of our independent directors has an immediate family member who is a member of management for one of our customers. The Company recognized net revenues of $0.2 during the three months ended March 31, 2022 and 2021 from this customer and had no receivables outstanding as of March 31, 2022 and $0.1 outstanding as of December 31, 2021.

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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

One of our independent directors is also a director on the board of one of Clarivate’s customers. The Company recognized net revenues of $0.1 during the three months ended March 31, 2022 from this customer and had $0.4 of receivables outstanding as of March 31, 2022.

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

On December 1, 2021, Clarivate closed its acquisition of ProQuest from CIG, Atairos and certain other equity holders (the "Seller Group"). The aggregate consideration included $1,094.9 from the issuance of 46.9 million ordinary shares to the Seller Group. As part of the acquisition, and as a result, CIG is a related party to Clarivate. Clarivate assumed a Finance lease in which CIG is the Lessor as part of the acquisition. For the three months ended March 31, 2022, interest expense of $0.3 and amortization of the Finance lease right of use asset ("ROU") of $3.9 is reflected in the Condensed Consolidated Statements of Operations. The Finance lease ROU asset of $31.0 is presented within Property, Plant, and Equipment (see Note 6 - Property and Equipment, Net) and the corresponding lease liability of $30.3 is treated as an item of indebtedness (see Note 11 - Debt) within the Condensed Consolidated Balance Sheet.

Note 21: Restructuring and Impairment

One Clarivate Program

During the second quarter 2021, the Company approved a restructuring plan to streamline operations within targeted areas of the Company. The program is expected to result in a reduction in operational costs, with the primary cost savings driver being from a reduction in workforce. Components of the pre-tax charges include $5.7 in severance costs incurred during the three months ended March 31, 2022. The Science and IP segments incurred $3.1 and $2.6 of the expense, respectively, during the three months ended March 31, 2022.

ProQuest Acquisition Integration Program

During the fourth quarter 2021, the Company approved a restructuring plan to streamline operations within targeted areas of the Company. The program is expected to result in a reduction in operational costs, with the primary cost savings driver being from a reduction in workforce. Components of the pre-tax charges include $4.3 in severance costs and $1.8 in other costs incurred during the three months ended March 31, 2022. The Science and IP segments incurred $4.8 and $1.3 of the expense, respectively, during the three months ended March 31, 2022.

Other Restructuring Programs

During 2020 and the fourth quarter 2019, we engaged a strategic consulting firm to assist us in optimizing our structure and cost base. As a result, we implemented several cost-saving and margin improvement programs designed to generate substantial incremental cash flows including the Operation Simplification and Optimization Program, the DRG Acquisition Integration Program and the CPA Global Acquisition Integration and Optimization Program. The costs associated with these programs were substantially complete as of March 31, 2022. Components of the pre-tax charges include $0.4 and $22.2 in severance costs and $(0.4) and $45.7 in other costs incurred during the three months ended March 31, 2022 and 2021, respectively. During the three months ended March 31, 2021, the Science and IP segments incurred $22.6 and $40.9 of the expense, respectively.

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

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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


Restructuring Programs	Severance and Related Benefit Costs		Costs Associated with Exit and Disposal Costs(1)		Total
Reserve Balance as of December 31, 2021	$	28.3	$	7.1	$	35.4
Expenses recorded(2)	10.3		1.4		11.7
Payments made	(23.7)		(0.1)		(23.8)
Noncash items	(0.1)		0.6		0.5
Reserve Balance as of March 31, 2022	$	14.8	$	9.0	$	23.8

Reserve Balance as of December 31, 2020	$	25.7	$	4.5	$	30.2
Expenses recorded(2)	22.2		45.7		67.9
Payments made	(15.9)		(1.1)		(17.0)
Noncash items	(1.4)		(40.9)		(42.3)
Reserve Balance as of March 31, 2021	$	30.6	$	8.2	$	38.8



























(1) Relates primarily to lease exit costs and legal and advisory fees.
(2) Expenses include the acceleration of phantom equity awards under the CPA Global Equity Plan that were held by employees whose employment was involuntarily terminated. These expenses will be paid in cash and are accounted for as a liability award. See Note 2 - Basis of Presentation for more information.

The following table is a summary of charges incurred related to the Company's restructuring programs for the three months ended March 31, 2022 and 2021.


	Three Months Ended March 31,
	2022		2021
Severance and related benefit costs	$	10.3	$	22.2
Costs associated with exit and disposal activities(1)	1.7		0.5
Costs associated with lease exit costs including impairment(2)	(0.3)		45.2
Total restructuring and impairment	$	11.7	$	67.9







(1) Relates primarily to contract exit costs, legal and advisory fees.
(2) Relates primarily to lease exit costs.

Lease Impairments

The Company evaluates long-lived assets for indicators of impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company considers a triggering event to have occurred upon exiting a facility if the expected undiscounted cash flows for the sublease period are less than the carrying value of the assets group. An impairment charge is recorded in the excess of each operating lease ROU asset's carrying amount over its estimated fair value. In connection with the Company's digital workplace transformation initiative to enable colleagues to work remotely, the Company ceased the use of select leased sites during the three months ended March 31, 2022 and 2021. As a result, the Company recorded a non-cash impairment charge to restructuring and impairment within the Condensed Consolidated Statement of Operations based on the estimate of future recoverable cash flows of $0.0 and $41.0 for the three months ended March 31, 2022, and 2021, respectively. Additionally, the Company incurred $0.2 and $3.1 in lease termination fees during the three months ended March 31, 2022 and 2021, respectively.

Employee Rights Upon Retirement

In Israel, the Company is required by law to make severance payments upon dismissal of an employee or upon termination of employment in certain other circumstances. The Company operates a number of post-employment defined contribution plans. A defined contribution plan is a program that benefits an employee after termination of employment, under which the Company regularly makes ongoing deposits into Israeli employees' pension plans to fund their severance liabilities. According to Section 14 of the Severance Pay Law, for employees employed by the Company under Section 14, the

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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

Company deposits are made in lieu of the Company's severance liability for 85% of the employees' salaries, therefore no obligation is provided for in the financial statements for such portion of the employees' salaries. Severance pay liabilities for the Section 14 employees, is calculated for 15% of salary and provided for in the financial statements based upon the latest monthly salary multiplied by the number of years of employment. The fund assets for such Section 14 employees are not included in the Company’s financial position. For employees that are not under Section 14, severance pay liabilities are provided for in the financial statements based upon the latest monthly salary multiplied by the number of years of employment. The fund assets for such non-Section 14 employees are included in the Company’s financial position. In accordance with its terms, the plans meet the definition of a defined contribution plan.


	March 31, 2022		December 31, 2021
Long-term severance payable	$	8.6	$	8.6

Note 22: Subsequent Events

Management has evaluated the impact of events that have occurred subsequent to March 31, 2022. Based on this evaluation, other than disclosed within these Condensed Consolidated Financial Statements and related notes, the Company has determined no other events were required to be recognized or disclosed.

During the three months ended March 31, 2022, the Company purchased 4.1 million ordinary shares with a total carrying value of $66.4, which included $11.3 of March 2022 purchases that settled in cash in April 2022. Subsequent to end of the first quarter of 2022 and through April 29, 2022, the Company repurchased and retired 6.6 million and 3.3 million shares of ordinary shares at an average price of $16.43 and $16.72 per share for $108.6 and $55.1, respectively. Shares were repurchased under the previously announced $1,000.0 share repurchase authorization approved by the Company's Board of Directors. The timing and amount of any future share repurchases will depend on various factors, including market and business conditions. As of April 29, 2022, approximately $825.0 of repurchases were available under the share repurchase program.

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CLARIVATE PLC

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

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

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

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

Overview

We offer a collection of high quality, market leading information and analytic products and solutions through our Science segment and Intellectual Property (“IP”) segment, which are also our reportable segments. Our Science segment consists of our Academic and Government Product Line (“AGPL”) and Life Sciences Product Lines, and our IP segment consists of our Patent, Trademark, Domain, and IP Management Product Lines. Our highly curated Web of Science products are offered primarily to universities, helping them navigate scientific literature, facilitate research and evaluate and measure the quality of researchers, institutions and scientific journals across various academic disciplines. Our Life Sciences Product Line offerings serve the content and analytical needs of pharmaceutical and biotechnology companies across the drug development lifecycle, including content on discovery and preclinical research, competitive intelligence, regulatory information and clinical trials. Our Patent Product Line offerings help patent and legal professionals in R&D intensive businesses evaluate the novelty and patentability of new ideas and products to help protect and research patents. Our Trademark Product Line allow businesses and legal professionals to access our comprehensive trademark database. Our Domain Product Line offerings include enterprise web domain portfolio management products and services. Finally, our IP Management Product Line provides technology solutions and legal support services across the IP lifecycle, including renewal and validation of IP rights on behalf of customers and the development and provision of IP management software, as well as other patent activities including patent searching, IP filing, prosecution support and trademark watching.

Factors Affecting the Comparability of Our Results of Operations

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

Acquisition of ProQuest

On December 1, 2021, we acquired 100% of ProQuest, a leading global software, data and analytics provider to academic, research and national institutions, and its subsidiaries from the Seller Group. The aggregate consideration in connection with the closing of the ProQuest acquisition was $4,994.3, net of $52.5 cash acquired. The aggregate consideration was composed of (i) $1,094.9 from the issuance of 46.9 million ordinary shares to the Seller Group and (ii) approximately $3,951.9 in cash.

Public Ordinary and Mandatory Convertible Preferred Share Offerings

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

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CLARIVATE PLC

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

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

Key Performance Indicators

We regularly monitor the following key performance indicators to evaluate our business and trends, measure our performance, prepare financial projections and make strategic decisions. We include Revenue growth, Adjusted EBITDA, Adjusted EBITDA margin, Annualized Contract Value, Annual Revenue Renewal Rates, Free Cash Flow and Adjusted Free Cash Flow as key performance indicators because they are a basis upon which our management assesses our performance and we believe they reflect the underlying trends and indicators of our business by allowing management to focus on the most meaningful indicators of our continuous operational performance.

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

Revenue growth

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

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

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

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

Adjusted EBITDA and Adjusted EBITDA margin

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

Annualized Contract Value

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

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CLARIVATE PLC

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

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

the end of the current subscription period, during which customers must provide notice of whether they intend to renew or cancel the license agreement.

An initial subscription period for new customers may be for a term of less than 12 months, in certain circumstances. Most of our customers, however, opt to enter into a full 12-month initial subscription period, resulting in renewal periods spread throughout the calendar year. Customers that license more than one subscription-based product may, at any point during the renewal period, provide notice of their intent to renew only certain subscriptions within the license agreement and cancel other subscriptions, which we typically refer to as a downgrade. In other instances, customers may upgrade their license agreements by adding additional subscription-based products to the original agreement. Our calculation of ACV includes the impact of downgrades, upgrades, price increases, and cancellations that have occurred as of the reporting period. For avoidance of doubt, ACV does not include fees associated with transactional and re-occurring revenues.

We monitor ACV because it represents a leading indicator of the potential subscription revenues that may be generated from our existing customer base over the upcoming 12-month period. Measurement of subscription revenues as a key operating metric is particularly relevant because a majority of our revenues are generated through subscription-based and re-occurring revenues, which accounted for 78.3% and 80.5% of our total revenues for the three months ended March 31, 2022 and 2021, respectively. We calculate and monitor ACV for each of our segments and use the metric as part of our evaluation of our business and trends.

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

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

The following table presents ACV as of the dates indicated:


	March 31,				Change
	2022		2021			2022 vs. 2021
Annualized Contract Value	$	1,606.5	$	909.4		$	697.1	76.7	%

Annual Revenue Renewal Rates

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

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

The impact of upgrades, new subscriptions and product price increases is reflected in ACV, but not in annual revenue renewal rates. Our annual revenue renewal rates were 92.5% for both the three months ended March 31, 2022 and 2021, respectively.

Free Cash Flow and Adjusted Free Cash Flow

We use free cash flow and adjusted free cash flow in our operational and financial decision-making and believe free cash flow and adjusted free cash flow is useful to investors because similar measures are frequently used by securities analysts, investors, ratings agencies and other interested parties to evaluate our competitors and to measure the ability of companies to

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CLARIVATE PLC

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

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

service their debt. Our presentation of free cash flow and adjusted free cash flow should not be construed as a measure of liquidity or discretionary cash available to us to fund our cash needs, including investing in the growth of our business and meeting our obligations.

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

Key Components of Our Results of Operations

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

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CLARIVATE PLC

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

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

Results of Operations

Revenues, net

Total Revenue

Revenues, net of $662.2 for the three months ended March 31, 2022, increased by $233.8, or 54.6%, from $428.4 for the three months ended March 31, 2021. On a constant currency basis, Revenues, net increased by $246.9, or 57.6% for the three months ended March 31, 2022.

Revenue by Transaction Type

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


					Variance Increase/(Decrease)				Percentage of Factors Increase/(Decrease)
	Three Months Ended March 31,				Total Variance (Dollars)		Total Variance (Percentage)		Acquisitions		FX Impact		Organic
(in millions, except percentages)	2022		2021(1)
Subscription revenues	$	403.8	$	239.0	$	164.8	69.0	%	68.7	%	(2.5)	%	2.8	%
Re-occurring revenues	114.5		109.5		5.0		4.6	%	—	%	(4.7)	%	9.3	%
Transactional and other revenues	143.7		82.9		60.8		73.3	%	73.3	%	(2.3)	%	2.3	%
Deferred revenues adjustment(2)	0.2		(3.0)		3.2		106.7	%	106.7	%	—	%	—	%
Revenues, net	$	662.2	$	428.4	$	233.8	54.6	%	53.3	%	(3.1)	%	4.4	%



(1) Certain prior period amounts have been reclassified to conform to current period presentation.
(2) Reflects the deferred revenues adjustment made as a result of purchase accounting prior to the adoption of ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. In the fourth quarter of 2021, Clarivate adopted ASU No. 2021-08 which allows an acquirer to account for the related revenue contracts in accordance with ASC 606 Revenue from Contracts with Customers, as if it had originated the contracts. This guidance was applied retrospectively to all business combinations for which the acquisition date occurs during or subsequent to 2021.

Subscription revenues of $403.8 for the three months ended March 31, 2022, increased by $164.8, or 69.0% from $239.0 for the three months ended March 31, 2021. On a constant currency basis, subscription revenues increased by $170.8, or 71.5%. Acquisitive subscription growth was primarily generated from the ProQuest Transaction. Organic subscription revenues increased primarily due to price increases, new business and the benefit of net installations in prior year.

Re-occurring revenues of $114.5 for the three months ended March 31, 2022, increased by $5.0, or 4.6% from $109.5 for the three months ended March 31, 2021. On a constant currency basis, re-occurring revenues increased by $10.2, or 9.3%. Organic re-occurring revenues increased primarily due to increases in patent renewal volumes and improvements in yield per case.

Transactional and other revenues of $143.7 for the three months ended March 31, 2022, increased by $60.8, or 73.3% from $82.9 for the three months ended March 31, 2021. On a constant currency basis, transactional revenues increased by $62.7, or 75.6%. Acquisitive transactional growth was primarily generated from the ProQuest Transaction. Organic transactional revenues increased due to an increase in custom data sales.

Revenue by Geography

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

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CLARIVATE PLC

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

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


					Variance Increase/(Decrease)					Percentage of Factors Increase/(Decrease)
	Three Months Ended March 31,					Total Variance (Dollars)		Total Variance (Percentage)		Acquisitions		FX Impact		Organic
(in millions, except percentages)	2022		2021
Americas	$	360.3	$	203.2		$	157.1	77.3	%	69.4	%	(1.3)	%	9.2	%
Europe/Middle East/Africa	177.5		132.1			45.4		34.4	%	40.6	%	(4.7)	%	(1.5)	%
Asia Pacific	124.2		96.1			28.1		29.2	%	31.5	%	(4.4)	%	2.1	%
Deferred revenues adjustment(1)	0.2		(3.0)			3.2		106.7	%	106.7	%	—	%	—	%
Revenues, net	$	662.2	$	428.4		$	233.8	54.6	%	53.3	%	(3.1)	%	4.4	%



(1) Reflects the deferred revenues adjustment made as a result of purchase accounting prior to the adoption of ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. In the fourth quarter of 2021, Clarivate adopted ASU No. 2021-08 which allows an acquirer to account for the related revenue contracts in accordance with ASC 606 Revenue from Contracts with Customers, as if it had originated the contracts. This guidance was applied retrospectively to all business combinations for which the acquisition date occurs during or subsequent to 2021.

Acquisitive growth for all regions was primarily related to the ProQuest Transaction. On a constant currency basis, Americas revenues increased by $159.8, or 78.6%, with organic growth due to improved subscription, re-occurring and transactional revenues. Transactional revenue increased primarily due to improved custom data sales. On a constant currency basis, Europe/Middle East/Africa revenues increased by $51.6, or 39.1%, primarily due to acquisitive growth. Organic revenue decline reflects declines in subscription and transactional revenue. On a constant currency basis, Asia Pacific revenues increased by $32.3, or 33.6%, primarily due to acquisitive growth and improved subscription and re-occurring revenues.

Revenue by Segment

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


					Variance Increase/(Decrease)				Percentage of Factors Increase/(Decrease)
	Three Months Ended March 31,				Total Variance (Dollars)		Total Variance (Percentage)		Acquisitions		FX Impact		Organic
(in millions, except percentages)	2022		2021
Science Segment	$	420.4	$	191.3	$	229.1	119.8	%	117.6	%	(2.3)	%	4.4	%
IP Segment	241.6		240.1		1.5		0.6	%	—	%	(3.6)	%	4.2	%
Deferred revenues adjustment(1)	0.2		(3.0)		3.2		106.7	%	106.7	%	—	%	—	%
Revenues, net	$	662.2	$	428.4	$	233.8	54.6	%	53.3	%	(3.1)	%	4.4	%



(1) Reflects the deferred revenues adjustment made as a result of purchase accounting prior to the adoption of ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. In the fourth quarter of 2021, Clarivate adopted ASU No. 2021-08 which allows an acquirer to account for the related revenue contracts in accordance with ASC 606 Revenue from Contracts with Customers, as if it had originated the contracts. This guidance was applied retrospectively to all business combinations for which the acquisition date occurs during or subsequent to 2021.

Science Segment: Revenues of $420.4 for the three months ended March 31, 2022 increased by $229.1, or 119.8%, from $191.3 for the three months ended March 31, 2021. On a constant currency basis, revenues increased by $233.5, or 122.1%, primarily due to acquisitive growth and organic subscription and transactional revenue growth. Acquisitive growth was primarily generated from the the ProQuest Transaction. Organic transactional revenues increased due to growth resulting from subscription revenue growth and custom data sales.

Intellectual Property Segment: Revenues of $241.6 for the three months ended March 31, 2022 increased by $1.5, or 0.6%, from $240.1 for the three months ended March 31, 2021. On a constant currency basis, revenues increased by $10.2, or 4.2%. Organic revenues, on a constant currency basis, increased primarily due to growth in re-occurring revenues from patent renewal volumes and yield and subscription revenues due to price increases, new business and the benefit of net installations in prior year.

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CLARIVATE PLC

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

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

Operating Expenses

The following table shows our operating expenses and the associated percentage of revenue:


	Three Months Ended March 31,						Change 2022 vs. 2021
(in millions, except percentages)	2022			2021			$		%
Operating Expenses:
Cost of revenues	$	249.2		$	147.9		$	101.3	68.5	%
Selling, general and administrative costs	193.7			134.3			59.4		44.2	%
Total cost of revenues and selling, general and administrative costs	$	442.9		$	282.2		$	160.7	56.9	%

Depreciation and amortization expense	$	176.4		$	131.6		$	44.8	34.0	%

As a percentage of revenue:
Total cost of revenues and selling, general and administrative costs	66.9		%	65.9		%
Depreciation and amortization expense	26.6		%	30.7		%

Cost of Revenues

Cost of revenues of $249.2 for the three months ended March 31, 2022, increased by $101.3, or 68.5%, from $147.9 for the three months ended March 31, 2021. On a constant currency basis, cost of revenues increased by $104.6, or 70.7%, for the three months ended March 31, 2022. The increase for the three months ended March 31, 2022 was primarily due to an increase from the acquisition of ProQuest, which was acquired in December 2021 and has no prior year comparative amount. The increase was partially offset by a reduction in people related costs primarily driven by the cost-saving and margin improvement programs designed to generate substantial incremental cash flow. See Note 21 - Restructuring and Impairment for further information. Cost of revenues as a percentage of revenues, net increased by 3.1% to 37.6% for the three months ended March 31, 2022 compared to 34.5% for the three months ended March 31, 2021.

Selling, General and Administrative

Selling, general and administrative expense of $193.7 for the three months ended March 31, 2022, increased by $59.4, or 44.2%, from $134.3 for the three months ended March 31, 2021. On a constant currency basis, selling, general and administrative expense increased by $62.0, or 46.2%, for the three months ended March 31, 2022. The increase for the three months ended March 31, 2022 was primarily due to an increase from the acquisition of ProQuest, which was acquired in December 2021 and has no prior year comparative amount. The increase was also attributed to gains associated with the mark to market adjustment on contingent shares associated with the CPA Global and DRG acquisitions, which were settled in the first quarter of 2021, that did not recur in 2022. The increase was partially offset by a decrease in share-based compensation expenses related to phantom equity awards under the CPA Global Equity Plan. Selling, general and administrative costs as a percentage of revenues, net decreased by 2.0% to 29.3% for the three months ended March 31, 2022 compared to 31.3% for the three months ended March 31, 2021.

Depreciation and amortization

Depreciation and amortization expense of $176.4 for the three months ended March 31, 2022, increased by $44.8, or 34.0%, from $131.6 for the three months ended March 31, 2021. The increase for the three months ended March 31, 2022 was driven by the additional depreciation and amortization on assets acquired through the ProQuest Transaction. This increase was partially offset by run-off of previously purchased capital assets.

Restructuring and Impairment

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CLARIVATE PLC

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

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


	Three Months Ended March 31,				Change 2022 vs. 2021
	2022		2021			$		%







Restructuring and impairment	$	11.7	$	67.9		$	(56.2)	(82.8)	%

Restructuring and impairment charges of $11.7 for the three months ended March 31, 2022, decreased by $56.2, or 82.8%, from $67.9 for the three months ended March 31, 2021. The decrease for the three months ended March 31, 2022 was primarily driven by wind down of expenses associated with the CPA Global Acquisition Integration and Optimization Program, DRG Acquisition Integration Program, and Operation Simplification and Optimization Program, which were substantially complete as of March 31, 2022. The decrease was partially offset by the cost-saving and margin improvement programs designed to generate substantial incremental cash flow including the One Clarivate and ProQuest Acquisition Integration Programs. See Note 21 - Restructuring and Impairment for further information.

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


	Total Costs Incurred to Date		Costs Expected to be Incurred in Future Periods
One Clarivate Program	$	25.7	$	14.3
ProQuest Acquisition Integration Program	8.0		42.9
Other Restructuring Programs:
CPA Global Acquisition Integration and Optimization Program	128.1		—
DRG Acquisition Integration Program	6.7		—
Operation Simplification and Optimization Program	44.5		—
Total Other Restructuring Programs	$	179.3	$	—

Other Operating (Income) Expense, Net


	Three Months Ended March 31,				Change 2022 vs. 2021
	2022		2021			$		%








Other operating (income) expense, net	$	(13.7)	$	16.2		$	29.9	184.6	%

Other operating income of $13.7 for the three months ended March 31, 2022, increased by $29.9, or 184.6%, from other operating expense of $16.2 for the three months ended March 31, 2021. The fluctuations were primarily driven by the consolidated impact of the remeasurement of the assets and liabilities of our Company that are denominated in currencies other than each relevant entity’s functional currency, with the largest impacts derived from transactions denominated in GBP.

Mark to Market Gain on Financial Instruments


	Three Months Ended March 31,				Change 2022 vs. 2021
	2022		2021			$		%











Mark to market gain on financial instruments	$	(100.4)	$	(51.2)		$	49.2	96.1	%

The mark to market gain on financial instruments of $100.4 for the three months ended March 31, 2022, increased $49.2, or 96.1%, compared to $51.2 for the three months ended March 31, 2021. The increase was driven by the change in the Company’s share price and its impact as an input to the Black-Scholes option valuation model for the three months ended March 31, 2022, as compared to the three months ended March 31, 2021.

Interest Expense and amortization of debt discount, Net

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CLARIVATE PLC

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

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


	Three Months Ended March 31,				Change 2022 vs. 2021
	2022		2021			$		%














Interest expense and amortization of debt discount, net	$	59.5	$	37.4		$	22.1	59.1	%

Interest expense and amortization of debt discount, net of $59.5 for the three months ended March 31, 2022, increased by $22.1, or 59.1%, from $37.4 for the three months ended March 31, 2021. The increase was primarily attributed to the private placement offerings and subsequent exchange offers of our New Senior Secured Notes due 2028 and Senior Notes due 2029, which took place in the second and third quarter of 2021, respectively. As a result there are no prior year comparative amounts.

Provision (benefit) for Income Taxes

Provision for income taxes of $16.3 on pre-tax book income of $85.8 for the three months ended March 31, 2022, increased by $16.0 from a provision of $0.3 on a pre-tax book loss of $55.7 for the three months ended March 31, 2021. The effective tax rate was 19.0% for the three months ended March 31, 2022, as compared to 0.5% for the three months ended March 31, 2021. The overall increase in tax expense is due to the pre-tax book income, the higher mark to market gain on the private warrants, and reflects the change in the mix of taxing jurisdictions in which pre-tax profits and losses were recognized. The current quarter effective tax rate may not be indicative of our effective tax rates for future periods.

Dividends on Preferred Shares


	Three Months Ended March 31,				Change 2022 vs. 2021
	2022		2021			$		%


















Dividends on preferred shares	$	18.7	$	—		$	18.7	100.0	%

Dividends on preferred shares of $18.7 for the three months ended March 31, 2022 increased 100% as compared to the three months ended March 31, 2021. The increase is due to the dividends on our mandatory convertible preferred shares that are calculated at an annual rate of 5.25% of the liquidation preference of $100.00 per share. While the dividends on the MCPS are cumulative, they will not be paid until declared by the Company’s Board of Directors. If no dividends are declared and paid, they will continue to accumulate as the agreement contains a backstop to it being paid even if never declared by the Board. The dividends on our preferred shares were first reported in the third quarter of 2021, and as a result, there are no prior period comparative amounts.

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CLARIVATE PLC

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

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

Certain Non-GAAP Measures

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

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

Adjusted EBITDA and Adjusted EBITDA margin

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

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

The following table presents our calculation of Adjusted EBITDA for the three months ended March 31, 2022 and 2021, and reconciles these measures to our net loss for the same periods:

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CLARIVATE PLC

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

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


	Three Months Ended March 31,
(in millions, except percentages)		2022		2021
Net income (loss) attributable to ordinary shares		$	50.8	$	(56.0)
Dividends on preferred shares		18.7		—
Net income (loss)		69.5		(56.0)
Provision for income taxes		16.3		0.3
Depreciation and amortization		176.4		131.6
Interest expense and amortization of debt discount, net		59.5		37.4


Deferred revenues adjustment(1)		(0.2)		3.0
Transaction related costs(2)		6.7		(22.9)
Share-based compensation expense		37.0		39.0

Restructuring and impairment(3)		11.7		67.9


Mark to market gain on financial instruments(4)		(100.4)		(51.2)
Other(5)		(14.2)		15.7
Adjusted EBITDA		$	262.3	$	164.8
Adjusted EBITDA margin		39.6%		38.2%

(1) Reflects the deferred revenues adjustment made as a result of purchase accounting prior to the adoption of ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. In the fourth quarter of 2021, Clarivate adopted ASU No. 2021-08 which allows an acquirer to account for the related revenue contracts in accordance with ASC 606, Revenue from Contracts with Customers, as if it had originated the contracts. This guidance was applied retrospectively to all business combinations for which the acquisition date occurs during or subsequent to 2021.
(2) Includes costs incurred to complete business combination transactions, including acquisitions, dispositions and capital market activities and include advisory, legal, and other professional and consulting costs. During the three months ended March, 31, 2021, this also includes the mark-to-market adjustments on the contingent stock consideration associated with the CPA Global and DRG acquisitions.
(3) Primarily reflects costs related to restructuring and impairment associated with One Clarivate, ProQuest and CPA Global Programs. Refer to Note 21 - Restructuring and Impairment in Item 1, Financial Statements and Supplementary Data, for further information.
(4) Reflects mark-to-market adjustments on financial instruments under ASC 815, Derivatives and Hedging. Warrant instruments that do not meet the criteria to be considered indexed to an entity's own stock shall be initially classified as a liability at their estimated fair values, regardless of the likelihood that such instruments will ever be settled in cash. In periods subsequent to issuance, changes in the estimated fair value of the liabilities are reported through earnings.
(5) Primarily includes the net impact of foreign exchange gains and losses related to the re-measurement of balances and other items that do not reflect our ongoing operating performance.

Free Cash Flow and Adjusted Free Cash Flow

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

Liquidity and Capital Resources

Liquidity describes the ability of a company to generate sufficient cash flows to meet the cash requirements of its business operations, including working capital needs, capital expenditures, debt service, acquisitions, other commitments and contractual obligations. Our principal sources of liquidity include cash from operating activities, cash and cash equivalents

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CLARIVATE PLC

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

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

on our Condensed Consolidated Balance Sheets and amounts available under our revolving credit facility. We consider liquidity in terms of the sufficiency of these resources to fund our operating, investing and financing activities for a period of 12 months after the financial statement issuance date.

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

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

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


Total Liquidity	March 31,		December 31,
(in millions)	2022		2021
Cash and cash equivalents	$	500.2	$	430.9

Additional availability under revolving credit facility	569.7		168.9
	$	1,069.9	$	599.8

Unrestricted cash and cash equivalents was $500.2 and $430.9 as of March 31, 2022 and December 31, 2021, respectively. Restricted cash decreased from $156.7 as of December 31, 2021 to $15.5 as of March 31, 2022 primarily due to the payments in the first quarter of 2022 to respective employees via payroll from restricted cash related to the CPA Global Equity Plan. In the fourth quarter of 2021, the Company received cash from the sale of treasury shares from the Employee Benefit Trust established for the CPA Global Equity Plan in December 2021. As of March 31, 2022, we had approximately $5,559.6 of debt, consisting primarily of $2,811.7 in borrowings under our term loan facility, $921.4 in outstanding principal of our senior notes due 2029, $921.2 in outstanding principal of our senior secured notes due 2028, $700.0 in outstanding principal of senior secured notes due 2026, $175.0 of borrowings under our revolving credit facility, and $30.3 related to a finance lease. Refer to Note 11 - Debt in Item 1, Financial Statements and Supplementary Data, for a summary of amounts due under all of the outstanding borrowings as of March 31, 2022 and December 31, 2021.

As of both March 31, 2022 and December 31, 2021, we had $175.0 outstanding on the revolving credit facility. Additional availability under the revolving credit facility as of March 31, 2022 and December 31, 2021 was $569.7 and $168.9, respectively, which is net of a letter of credit utilization of $5.3 and $6.1.

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

We used the net proceeds to finance a portion of the purchase price for the ProQuest acquisition, which was completed on December 1, 2021.

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CLARIVATE PLC

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

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

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

In August 2021, the Company's Board of Directors authorized a share repurchase program allowing the Company to purchase up to $250.0 of its outstanding ordinary shares, subject to market conditions. In February 2022, the Company's Board of Directors approved the purchase of up to $1,000.0 of the Company's ordinary shares through open-market purchases, to be executed through December 31, 2023. The repurchase program replaces the repurchase program previously announced in August 2021. During the three months ended March 31, 2022, the Company purchased 4.1 million ordinary shares with a total carrying value of $66.4, which included $11.3 of March 2022 purchases that cash settled in April 2022. Of the total ordinary shares purchased during the three months ended March 31, 2022, 2.1 million shares with a carrying value of $33.3 were retired and restored as authorized but unissued ordinary shares. Upon formal retirement and in accordance with ASC 505, Equity, the Company reduced its ordinary shares account by the carrying amount of the treasury shares. Additionally, given the differences of the original repurchase share value and the value at the time of formal retirements, an associated loss was recognized within the Consolidated Statement of Changes in Equity in the amount of $1.5. As of March 31, 2022, the Company had approximately $933.6 of availability remaining under this program. See Note 13 - Shareholders’ Equity for additional information related to the Share Repurchase Program.

Cash Flows

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


	Three Months Ended March 31,
	2022		2021
Net cash provided by operating activities	$	67.4	$	174.0
Net cash used in investing activities	(42.7)		(32.6)
Net cash used in financing activities	(88.8)		(6.6)
Effect of exchange rates	(7.8)		8.7
(Decrease) increase in cash and cash equivalents, and restricted cash	$	(71.9)	$	143.5

Net increase in cash and cash equivalents	$	69.3	$	141.3
Net (decrease) increase in restricted cash	(141.2)		2.2

(Decrease) increase in cash and cash equivalents, and restricted cash	$	(71.9)	$	143.5

Cash and cash equivalents, beginning of period	$	430.9	$	257.7
Restricted cash, beginning of period	156.7		14.7
Cash and cash equivalents, and restricted cash, beginning of period	$	587.6	$	272.4


Cash and cash equivalents, end of period	$	500.2	$	399.0
Restricted cash, end of period	15.5		16.9
Cash and cash equivalents, and restricted cash, end of period	$	515.7	$	415.9

Cash Flows Provided by Operating Activities

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

Net cash provided by operating activities was $67.4 and $174.0 for the three months ended March 31, 2022 and 2021, respectively. The decrease of $106.6 in net cash provided by operating activities was primarily due to payments in the first quarter of 2022 to respective employees via payroll from restricted cash related to the CPA Global Equity Plan. The

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CLARIVATE PLC

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

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

decrease was partially offset by higher results from operations in 2022, which was attributable to increased revenues and a reduction in employee related costs driven by the cost-saving and margin improvement programs designed to generate substantial incremental cash flow.


Net Working Capital
	March 31, 2022		December 31, 2021		March 31, 2021		December 31, 2020
Current assets	$	1,550.1	$	1,637.2	$	1,251.4	$	1,147.6
Current liabilities	1,791.0		1,902.0		1,367.7		1,423.1
Net Working Capital	$	(240.9)	$	(264.8)	$	(116.3)	$	(275.5)

Cash Flows Used in Investing Activities

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

Net cash used in investing activities was $42.7 and $32.6 for the three months ended March 31, 2022 and 2021, respectively. The $10.1 increase in cash used in investing activities was primarily due to increased capital expenditures primarily associated with product development from acquired businesses.

Our capital expenditures in both 2022 and 2021 consisted primarily of capitalized labor, consulting and other costs associated with product development.

Cash Flows Used in Financing Activities

Net cash used in financing activities was $88.8 and $6.6 for the three months ended March 31, 2022 and 2021, respectively. The $82.2 increase in cash used in financing activities was primarily due to the: (i) use of proceeds to repurchase 4.1 million of the Company's ordinary shares for a total of $55.1 in the first quarter of 2022, which excludes $11.3 of March 2022 purchases that settled in cash in April 2022; (ii) cash payment of dividends associated with our MCPS on March 1, 2022; and (iii) an increase in payment of debt issuance costs compared to the prior period.

In June 2021, we completed an underwritten public offering of 44.2 million of our ordinary shares at a share price of $26.00, of which 28.8 million ordinary shares were issued and sold by Clarivate and 15.4 million were sold by selling shareholders (which included 5.8 million ordinary shares that the underwriters purchased pursuant to their option to purchase additional shares). The Company received approximately $728.1 in net proceeds from the sale of ordinary shares offered by the Company, after deducting underwriting discounts and estimated offering expenses payable. We used the net proceeds to finance a portion of the purchase price for the ProQuest acquisition, which was completed on December 1, 2021. The Company did not receive any proceeds from the secondary ordinary shares sold by the selling shareholders.

In June 2021, concurrently with the June 2021 Ordinary Share Offering, we completed an underwritten public offering of 14.4 million of our 5.25% Series A MCPS (which included 1.9 million of our MCPS that the underwriters purchased pursuant to their option to purchase additional shares). The Company received approximately $1,392.7 in net proceeds from the sale of our MCPS offered by the Company, after deducting underwriting discounts and estimated offering expenses payable. We used the net proceeds to finance a portion of the purchase price for the ProQuest acquisition, which was completed on December 1, 2021.

Dividends on the MCPS are payable on a cumulative basis when declared by Clarivate’s Board of Directors, or an authorized committee of Clarivate’s Board of Directors, at an annual rate of 5.25% of the liquidation preference of $100.00 per share. Clarivate may pay declared dividends in cash or, subject to certain limitations, in Clarivate ordinary shares, or in any combination of cash and ordinary shares, on March 1, June 1, September 1 and December 1 of each year, commencing on September 1, 2021 and ending on June 1, 2024.

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CLARIVATE PLC

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

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

In February 2022, the Company's Board of Directors declared a quarterly dividend of $1.3125 per share on its 5.25% Series A Mandatory Convertible Preferred Shares, payable in cash on March 1, 2022 to shareholders of record at the close of business on February 15, 2022. As of March 31, 2022, we recognized $6.4 of accrued preferred share dividends within Accrued expenses and other current liabilities. While the dividends on the MCPS are cumulative, they will not be paid until declared by the Company’s Board of Directors. If the dividends are not declared, they will continue to accumulate until paid, due to a backstop contained in the agreement (even if never declared).

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

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


	Three Months Ended March 31,
	2022		2021
Net cash provided by operating activities	$	67.4	$	174.0
Capital expenditures	(41.4)		(33.0)
Free cash flow	$	26.0	$	141.0
Cash paid for CPA Global equity plan(1)	149.8		—
Cash paid for restructuring costs(2)	10.1		16.0
Cash paid for transaction related costs(3)	4.5		5.2
Cash paid for other costs(4)	0.9		1.0




Adjusted free cash flow	$	191.3	$	163.2

(1) Includes cash funded by a trust related to CPA Global equity plan payout upon vesting.
(2) Reflects cash payments for costs primarily related to restructuring and lease-exit activities associated with the One Clarivate, ProQuest and CPA Global Programs. The costs associated with the CPA Global program were substantially complete as of March 31, 2022.
(3) Includes cash paid for costs incurred to complete business combination transactions, which are comprised of acquisitions, dispositions and capital market activities, as well as advisory, legal, and other professional and consulting costs.
(4) Includes cash paid for other costs that do not reflect our ongoing operating performance.

Free cash flow was $26.0 for the three months ended March 31, 2022, as compared to $141.0 for the three months ended March 31, 2021. The decrease in free cash flow was primarily due payments in the first quarter of 2022 to respective employees via payroll from restricted cash related to the CPA Global Equity Plan, which was funded by the sale of shares held in the Employee Benefit Trust in December 2021 established for the CPA Global Equity Plan. The decrease was also attributed to an increase in capital expenditures primarily associated with product development from acquired businesses. The decrease was partially offset by higher results from operations in 2022, which was attributable to increased revenues and a reduction in employee related costs driven by the cost-saving and margin improvement programs designed to generate substantial incremental cash flow.

Adjusted free cash flow was $191.3 for the three months ended March 31, 2022, as compared to $163.2 for the three months ended March 31, 2021. The increase in adjusted free cash flow was primarily due to higher results from operations in 2022, which was attributable to increased revenues and a reduction in employee related costs driven by the cost-saving and margin improvement programs designed to generate substantial incremental cash flow.

Debt Profile

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

Revolving Credit Facility

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CLARIVATE PLC

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

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

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

Credit Facilities

The credit facilities are secured by substantially all of our assets and the assets of all of our U.S. restricted subsidiaries and certain of our non-U.S. subsidiaries, including those that are or may be borrowers or guarantors under the Credit Facilities, subject to customary exceptions. The credit facilities contain customary events of default and restrictive covenants that limit us from, among other things, incurring certain additional indebtedness, issuing preferred stock, making certain restricted payments and investments, certain transfers or sales of assets, entering into certain affiliate transactions or incurring certain liens. These credit facilities limitations are subject to customary baskets, including certain limitations on debt incurrence and issuance of preferred stock, subject to compliance with a consolidated coverage ratio of Consolidated EBITDA (as defined in the credit facilities), to interest and other fixed charges on certain debt (as defined in the credit facilities) of 2.00 to 1.00. In addition, the credit facilities require us to comply with a springing financial covenant pursuant to which, as of the first quarter of 2020, we must not exceed a total first lien net leverage ratio (as defined under the credit facilities) of 7.25 to 1.00, to be tested on the last day of any quarter only when more than 35% of the revolving credit facility (excluding (i) non-cash collateralized, issued and undrawn letters of credit in an amount up to $20.0 and (ii) any cash collateralized letters of credit) is utilized at such date. As of March 31, 2022, our consolidated coverage ratio was 6.62 to 1.00 and our consolidated leverage ratio was 4.18 to 1.00. As of the date of this Report, we are in compliance with the covenants in the credit facilities.

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

Commitments and Contingencies

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

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

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

Critical Accounting Policies, Estimates and Assumptions

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

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CLARIVATE PLC

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

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

Recently Issued and Adopted Accounting Pronouncements

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

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Foreign Currency Exchange Rate Risk

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

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


Rate for 1 USD	Three Months Ended March 31,
Currency:	2022		2021		Percentage Change
GBP	$	0.75	$	0.73	3	%
EUR	0.89		0.83		7	%
JPY	116.28		105.94		10	%

Interest Rate Risk

Our interest rate risk arises primarily from our borrowings at floating interest rates. Borrowings under our credit facilities are subject to floating base interest rates, plus a margin. As of March 31, 2022, we had $2,986.7 of floating rate debt outstanding under our credit facilities, consisting of borrowings under the revolving and term loan facilities. For the term loan facility, the base rate is one-month LIBOR (subject to a floor of 0.00% for $1,231.7 and 1.00% for $1,580.0), which was at 0.45% at March 31, 2022, or Prime plus a margin of 2.25% per annum, as applicable depending on the borrowing. For the revolving credit facility, the base interest rate is at Term SOFR, plus a 0.1% SOFR adjustment, plus 3.25% per annum (or 2.75% per annum, based on first lien leverage ratios) or Prime plus a margin of 2.25% per annum, as applicable depending on the borrowing. The interest rate margins under our credit facilities will decrease upon the achievement of certain first lien net leverage ratios (as the term is used in the Credit Agreement). Of the total debt outstanding under our credit facilities, we hedged $449.0 of our principal amount of our floating rate debt using interest rate swaps. As a result, $2,537.7 of our outstanding borrowings effectively bore interest at floating rates. A 0.125 basis point increase or decrease in the applicable base interest rate under our credit facilities would have an impact of $0.4 on our cash interest expense for the three months ended March 31, 2022.

For additional information on our outstanding debt and related hedging, see Item 1. Financial Statements and Supplementary Data - Notes to the Condensed Consolidated Financial Statements - Note 8 - Derivative Instruments and Note 11 - Debt.

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures

Pursuant to Rules 13a-15(b) and 15d-15(b) under the Securities Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2022, due to the material weaknesses in our internal control over financial reporting described below, our disclosure controls and procedures were not effective to ensure reasonable assurance that the information required to be disclosed in the reports required to be filed or submitted under the Securities Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

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Material Weaknesses in Internal Control Over Financial Reporting

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

Management identified material weaknesses in our internal control over financial reporting related to: 1) the lack of an effectively designed control over the communication of modifications to pre-existing compensation agreements in an acquisition transaction between legal function and the accounting function to ensure the accounting impact of the modifications could be evaluated, and (2) the lack of an effectively designed control that is designed with a sufficient level of precision to allow for an appropriate review of the tax balances associated with the opening balance sheet of acquired entities, as disclosed in our Form 10-K for the year ended December 31, 2021.

Remediation Progress of Previously Identified Material Weakness

To address the previously reported material weakness in internal control over financial reporting related to the communication of modifications to pre-existing compensation agreements in an acquisition transaction, as disclosed in Part II, Item 9A in our 2021 Annual Report on Form 10-K, we designed and implemented a new control to identify and communicate the inventory of pre-existing compensation agreements in an acquisition transaction, and any modifications of such agreements, to the accounting department through the transaction close date to ensure the inventory includes the current version of the agreements. We also performed bring down procedures during the first quarter of the measurement period.

To address the previously reported material weakness in internal control over financial reporting related to the tax balances associated with the opening balance sheet of acquired entities, as disclosed in Part II, Item 9A in our 2021 Annual Report on Form 10-K, we designed and implemented an enhanced control to operate periodically during the measurement period to allow for an appropriate review of the tax balances. This control operated during the first quarter of the measurement period.

Changes in Internal Control Over Financial Reporting

During the first quarter of 2022, we designed and implemented an enhanced control as described above. There were no changes in Clarivate’s internal control over financial reporting that materially affected, or is reasonably likely to materially affect, internal control over financial reporting.

PART II. Other Information

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

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

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

Issuer Purchases of Equity Securities

The following table sets forth the total number of shares purchased, the average price paid per share, the total number of shares purchased as part of publicly announced programs, and the approximate dollar value of shares that may yet be purchased under the programs during each month during the three months ended March 31, 2022.

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Period	Total Number of Shares Purchased(1)	Price Paid Per Share		Total Number of Shares Purchased As Part of Publicly Announced Plans or Programs	Number of Shares that May Yet Be Purchased Under Plans or Programs
January 1, 2022-January 31, 2022	9,580	$	18.00	—	—
February 1, 2022-February 28, 2022	7,825	$	16.78	—	—
March 1, 2022-March 31, 2022	453,586	$	15.58	4,106,285	57,622,110







Total	470,991			4,106,285

(1) Includes shares withheld to satisfy tax withholding obligations on behalf of employees that occur upon vesting and delivery of outstanding shares underlying stock options and restricted stock units under the 2019 Incentive Award Plan.

Item 5. Other Information

None.

Item 6. Exhibits and Financial Statement Schedules

EXHIBIT INDEX


10.1**			Amendment dated as of March 31, 2022 to Credit Agreement dated as of October 31, 2019 (incorporated by reference to Exhibit 10.1 to Clarivate's Form 8-K filed April 5, 2022)
10.2*			Offer Letter, dated March 7, 2022, by and between Clarivate Plc and Michael Easton.
10.3*			Agreement by and between Clarivate Analytics (UK) Ltd and Mukhtar Ahmed, dated January 7, 2022.
31*			Certification of our Chief Executive Officer and our Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32*			Certification of our Chief Executive Officer and our Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101*			The following information from our Form 10-Q for the quarterly period ended March 31, 2022, formatted in Inline eXtensible Business Reporting Language: (i) Condensed Consolidated Statements of Comprehensive Income (unaudited), (ii) Condensed Consolidated Balance Sheets (unaudited), (iii) Condensed Consolidated Statements of Changes in Equity (unaudited), (iv) Condensed Consolidated Statements of Cash Flows (unaudited), and (v) the Notes to the Condensed Consolidated Financial Statements (unaudited).
104*			The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, formatted in Inline XBRL

* Filed herewith.

** Previously Filed.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized in the City of London, United Kingdom on May 9, 2022.


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

March 7, 2022

Michael Easton

[ADDRESS REDACTED]

Dear Michael:

Congratulations! I am very pleased to offer you a position on behalf Clarivate. We are very excited to have you join the organization and look forward to your acceptance.

Below are the terms of your offer, which are effective from your start date. This letter sets forth the initial terms and conditions of your employment with Clarivate. If at any time following your start date you enter into an employment agreement with Clarivate, such employment agreement will expressly supersede and replace this letter in its entirety.

Start Date: June 6, 2022

Position and Title: As of your start date, your title will be Senior Vice President, Finance and Chief Accounting Officer of Clarivate.

Manager: Jonathan Collins, Chief Financial Officer

Principal Location: Flexible

Annual

Compensation: You will be eligible for the following, less applicable deductions and withholdings:

•$450,000 base salary (payable in accordance with company payroll practices)

•Participation in our Annual Incentive Plan (AIP) with a target award of 75% of earned base salary. The AIP payment will be subject to terms and conditions of the plan document including modification of the actual AIP payment based on business and individual performance, and your start date.

•Participation in the annual equity program according to the award design and levels approved by the Human Resources and Compensation Committee of the Board of Directors (the HRCC) at the time of grant. Any share units granted to you will be subject to the terms and conditions of the 2019 Clarivate Incentive Award Plan (or its successor plan) (the “Plan”) and the grant agreement which will be provided to you as soon as administratively practical after any grant is approved. From time to time, as business conditions dictate, the Company may revise eligibility and the types of equity provided in the annual equity program. For 2022, your annual equity grant will consist of awards of restricted share units (RSUs) and performance-based restricted share units (PSUs) with an aggregate grant date value of $1,000,000. 75% of this value will be in RSUs vesting ratably over three years on March 1 of 2023, 2024 and 2025; and, 25% will be in PSUs which will vest according to the terms of the relevant Plan document and/or grant agreement. For 2022, this annual equity grant will be granted within fifteen (15) days of your start date.

•For the avoidance of doubt, given your expected start date in June 2022, you will be eligible for an AIP bonus for plan year 2022 on a pro-rata basis.

Sign-on

Equity Bonus: Within fifteen (15) days of your start date, you will be granted a one-time award of RSUs with an aggregate grant date value of $1,000,000 (the “Sign-On Award”). The Sign-on Award will vest as follows: 50% on March 1, 2023, 25% on March 1,

2024, and 25% on March 1, 2025. Any share units granted to you, including the Sign-On Award, will be subject to the terms and conditions of the Plan and the relevant grant agreement which will be provided to you as soon as administratively practical after the grant date. For avoidance of doubt, your Sign-On Award will be in addition to, and not in lieu of, the components of your annual compensation, as described above.

In the event your employment is terminated for Cause (as defined in the “Severance Benefits” section below), you agree to pay Clarivate the cash value of any portion of the Sign-on Award that has vested as of your termination date.

For purposes of the repayment obligations described in this Sign-on Equity Bonus section, the cash value of the repayment obligation will be calculated using the lower of Clarivate’s share price as of the date the RSUs were granted to you or the share price on the date your employment is terminated for Cause (as defined in the “Severance Benefits” section below).

If Clarivate commences and prevails in a lawsuit or claim against you to enforce any of the repayment obligations described in this Sign-on Bonus Equity section, in addition to any other available damages and/or remedies, you will be obligated to pay Clarivate all fees and costs (specifically including attorneys’ fees) it incurred in pursuing any such lawsuit and/or claim.

Severance

Benefits: If Clarivate terminates your employment without Cause (as Cause is defined in this section below) you will be entitled to receive severance pay in accordance with and subject to the terms of the then current executive severance plan.

If Clarivate terminates your employment without Cause, as the term “Cause” is defined in the Executive Severance Plan of Clarivate PLC and Summary Plan Description, Effective June 30, 2021 (the “Executive Severance Plan”), during the twelve (12) month period immediately following a Change in Control and there is no then-current executive severance plan, Clarivate shall provide severance benefits to you based on the following guidelines:

a.Severance.

i.A cash amount equal to:

i.twenty-four (24) months of Base Salary; plus

ii.an amount reflecting twenty-four (24) months of bonus target under the Annual Incentive Plan assuming the target bonus had been met at 100% for a full twenty-four (24)-month period, with such amount to be calculated based on your Base Salary as of the termination of employment.

b.Equity and Equity-Based Awards.

i.Any unvested outstanding awards of Restricted Stock Units or Performance Share Units under the Equity Plan shall be eligible for treatment in accordance with the terms of the Equity Plan and any underlying award and/or grant agreement(s).

c.Other Benefits.

i.To the extent COBRA applies, you shall be entitled to lump sum payment equal to the applicable monthly COBRA premium payment for the group medical plan in which you were enrolled as of your termination date, multiplied by twenty-four (24). This lump sum amount shall be paid as soon as administratively feasible following your termination from employment but, in any event, no later than the

Michael Easton – page 2

two and one-half (2½) months after the end of the year in which the termination from employment occurs

Capitalized terms in the Severance Benefits section that are not otherwise defined in this offer letter shall have the meaning given to them in the Executive Severance Plan.

Payment of severance and any other benefits described in the Severance Benefits section is contingent upon you entering into a separation and general release agreement, the complete terms of which will be provided to you closer to any potential termination date.

Relocation: You will not be required to relocate to any Clarivate office in connection with the commencement of your employment.

Benefits: You will be eligible to participate in our benefits in accordance with the terms and conditions of the respective plans Clarivate may from time to time provide to its similarly situated employees. An overview of all available benefits is attached for your reference.

Vacation: You will be entitled to vacation days under Clarivate’s Flex Time Off policy. Under this policy, vacation may be taken at mutually convenient times as agreed with your manager. Clarivate may make adjustments or changes to plans and policies from time to time.

Business

Expenses: Business expenses will be reimbursed, subject to proper documentation and in accordance with the policies of Clarivate.

Executive Officer

Role: As an Officer of Clarivate for the purposes of Section 16 of the Securities Exchange Act of 1934, you will be subject to applicable SEC rules, including among other things regulatory filing responsibilities to which certain officers are legally required to adhere. Prior to your start date, you will meet with Julio Martin, our Chief Governance and Compliance Officer, for an overview of these regulations.

Additionally, as an Officer, you will be required to comply with our Share Ownership Guidelines which require you to own shares of Clarivate stock equal to 3 times your base salary by the end of a 5-year compliance period.

At Will: You understand that your employment will be “at will”, which means that Clarivate may terminate your employment at any time for any reason. This letter does not constitute, and may not be construed as, a commitment for employment for any specific duration.

Representations

and Warranties: You hereby represent and warrant your employment with Clarivate or any of its subsidiaries as set forth herein and your execution and performance of this letter do not constitute a breach or violation of any other agreement, obligation or understanding with any third party. You represent that you are not bound by any agreement or any other existing or previous business relationship which conflicts with, or may conflict with, the performance of your obligations hereunder or prevent the full performance of your duties or obligations hereunder.

Withholding;

Section 409A: Clarivate may deduct and withhold from any amounts payable under this letter such federal, state, local, or other taxes as are required or permitted to be withheld pursuant to any applicable law or regulation, as applicable. It is the intent of the parties that the provisions of this letter either comply with Section 409A of the Internal Revenue Code of 1986 (“Section 409A”) or that one or more elements of compensation or benefits be exempt from Section 409A. Accordingly, the parties intend that this letter be interpreted and operated in a manner consistent with such requirements in order to avoid the application of penalty taxes under Section 409A to the extent reasonably practicable. To the extent that any provision hereof is

Michael Easton – page 3

modified in order to comply with Section 409A, such modification will be made in good faith and will, to the maximum extent reasonably possible, maintain the original intent and economic benefit to you and Clarivate of the applicable provision without violating the provisions of Section 409A. For purposes of Section 409A, your right to receive any installment payments pursuant to this letter will be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this letter specifies a payment period with reference to a number of days, the actual date of payment within the specified period will be within the sole discretion of Clarivate or one of its subsidiaries. Clarivate cannot make any guarantees with respect to compliance with such requirements, and neither Clarivate nor any affiliate will have any obligation to indemnify you or otherwise hold you harmless from any or all of such taxes or penalties. To the extent you are a “specified employee” within the meaning of Section 409A as of the date of the termination of your employment, no amounts payable under this letter that constitute deferred compensation within the meaning of Section 409A which is payable on account of your separation from service will be paid to you before the date which the first day of the seventh month after such date of termination of employment (the “Delayed Payment Date”) or, if earlier, the date of your death following such separation from service. All such amounts that would, but for the preceding sentence become payable prior to the Delayed Payment Date, will be accumulated and paid on the Delayed Payment Date.

Successors

and Assigns: This letter will be binding upon and inure to the benefit of Clarivate and any successor to Clarivate, including, any persons acquiring directly or indirectly all or substantially all of the business or assets of Clarivate whether by purchase, merger, consolidation, amalgamation, reorganization or otherwise (and such successor will thereafter be deemed “Clarivate” for the purposes of this letter). This letter will inure to the benefit of and be enforceable by your personal or legal representatives, executors, administrators, successors, heirs, distributees and legatees, but otherwise will not otherwise be assignable, transferable or delegable by you. Except as expressly provided in the immediately preceding sentence, you will not, without the prior written consent of Clarivate, assign, transfer or delegate this letter or any of your rights or obligations hereunder.

Governing Law: This letter will be construed and enforced in accordance with the rules of the laws of the State of Delaware, notwithstanding any state’s choice of law rules to the contrary.

Entire Agreement;

Modification: This offer letter, including but not limited to its at-will employment provision, may not be modified or amended except by a written agreement signed by an officer of Clarivate, acting with the authority of the board of directors of Clarivate, and you. This offer letter represents the entire agreement of the parties. All prior understandings relating to the subject matter of this offer letter, whether oral or written, are hereby superseded by this offer letter other than any documents referenced in this offer letter and/or incorporated herein by reference.

Counterparts: This letter may be executed in one or more counterparts (including via facsimile and electronic image scan (.pdf)), each of which will be deemed to be an original, but all of which together will constitute one and the same instrument and will become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.

Please be aware that your offer of employment is contingent on your completion of the following:

•Signature on attached agreement relating to your non-compete and/or non-solicit obligations

•Electronic acknowledgement of the Clarivate Code of Conduct

A copy of the Code is attached for your reference. Acknowledgement will be requested after your employment has begun.

•Signature on the attached Confidential Information and Invention Assignment Agreement

Michael Easton – page 4

•Successful Completion of a Background Check

Following your acceptance of this offer, you will receive an online form to complete and submit. Please note that unsatisfactory results, falsifying information and/or refusal to cooperate in the background check process will result in the immediate withdrawal of this employment offer or immediate termination of employment if it has commenced.

•Proof of identity and employment eligibility

You must present original documentation upon hire in order to complete the federal I9 form. If you do not present this information, then Clarivate may not employ you and you will be terminated, as required by law. Additional instructions are attached for your review.

If you find this offer to be acceptable, then please provide your signature and submit within 5 days of the date of this letter.

I believe that you can make a significant contribution to Clarivate and look forward to working with you as we continue to build this very exciting business.

Sincerely,

Jerre Stead

Executive Chairman and Chief Executive Officer

Clarivate

Michael Easton – page 5

The undersigned represents and warrants that by acceptance of this position s/he will not violate the terms of any post-employment agreement(s) applicable to him/her, and that s/hewill not utilize or make available to Clarivate any confidential or proprietary information of any third party or violate any obligation(s) with respect to such information.

The undersigned accepts the above employment offer and agrees that the employment offered is “at will” (meaning either party may terminate at any time, with or without cause or notice and, except as otherwise noted in the severance language included in this offer letter, without compensation other than for time worked), that this offer supersedes any and all prior understandings or agreements, whether oral or written, relating to this offer of employment, and that there are no other terms expressed, or implied. The undersigned also understands that compensation, benefits and other terms of employment can change from time to time, as determined in Clarivate’s sole discretion, and nothing stated herein implies a contract of employment or employment for any specific duration.

Accepted: ____________________________________

Michael Easton

Date: ____________________________________

Michael Easton – page 6

THIS SETTLEMENT AGREEMENT is dated 7th January 2022 and is made between Clarivate Analytics (UK) Limited of 70 St. Mary Axe, London EC3A 8BE (the “Company”) and Mukhtar Ahmed of [ADDRESS REDACTED] (“you” and “your”).

1Your employment with the Company will terminate on 1st October 2022 (the “Termination Date”). Between the date of this Agreement and the Termination Date, you agree that the Company may place you on garden leave in accordance with clause 2 of this Agreement and that you will be placed on garden leave effective 1st April 2022 (the “Garden Leave Period”). You are entitled to three months’ notice under your Contract of Employment and you and the Company have mutually agreed to extend this notice by a further 3 month period. This notice period will commence on 1st April 2022 and shall expire on 30th September 2022.

2During the Garden Leave Period:

(a)the Company may at its discretion require you to perform limited duties as directed by the Chairman and Chief Executive Officer of the Company (“CEO”);

(b)you shall continue to receive your salary and all contractual benefits in the usual way (subject to the rules of the relevant benefit schemes in force from time to time and subject to the terms of this Agreement);

(c)you shall remain an employee of the Company bound by your terms and conditions of employment, including duties of fidelity, (save as modified by this clause);

(d)you shall assist in the handover of your duties as may be requested by the CEO;

(e)you shall not attend your place of work or any other premises of the Company or Group Company;

(f)you may access the IT systems of the Company or Group Company to the extent necessary to perform any of the work or limited duties requested by the CEO;

(g)you shall not contact or deal with (or attempt to contact or deal with) any officer, employee, consultant, client, customer, supplier, agent, distributor, shareholder, adviser or other business contact of the Company or any Group Company without the prior written consent of the Company; and

(h)not without the prior permission of the Company make any comment regarding the Company, any Group Company or your employment on Facebook, LinkedIn or other social or professional networking sites.

3Without admission of liability and subject to and conditional upon your compliance with your obligations under this Agreement and the warranties given by you in this Agreement being true and accurate, the Company shall pay you the following sums:

(a)For purposes of your bonus under the Company’s Annual Incentive Plan (“AIP”) for plan year 2022, this will be calculated at target without the application of any individual or business modifiers and prorated based on the Termination Date (the “2022 Bonus Payment”). The parties acknowledge and agree the 2022 Bonus Payment will be in the amount of £349,500 subject to the deduction of income tax and national insurance contributions;

(b)You will continue to accrue annual leave entitlement throughout the Garden Leave Period and payment of accrued annual leave will be made to you on the next available payroll date following the Termination Date. The payment of accrued annual leave will be subject to the deduction of income tax and national insurance contributions;

(c)£1,423,000 by way of compensation for loss of employment (the “Compensation Payment”). The parties believe that the first £30,000 of the Compensation Payment may be paid to you without deductions for income tax and national insurance contributions as a termination award under the threshold

Without Prejudice and Subject to Contract

within the meaning of sections 402A(1) and 403 of ITEPA and the Company will pay it on that basis. The balance of the Compensation Payment will be taxable as a termination award exceeding the threshold within the meaning of sections 402A(1) and 403 of ITEPA. The Company will accordingly deduct income tax (but not employee national insurance contributions) from the balance of the Compensation Payment. The Company will deduct from the Compensation Payment any outstanding sums which are owed by you to the Company;

(d)Of the total Compensation Payment, £100 will be deemed as consideration for the obligations at clause 12 below;

(e)For purposes of your AIP bonus for plan year 2021, this will be calculated and paid in accordance with the AIP plan document including the application of the relevant business modifier(s) prior to the bonus being paid. The Company currently expects 2021 AIP bonuses will be paid in March 2022; and

(f)the Company will arrange for Right Management to provide you with outplacement assistance being taken up within three months of the Termination Date.

4Provided that you’re in compliance with the terms of this Agreement through the Termination Date and continue to comply with the terms of this Agreement following the Termination Date, including your ongoing compliance with all the restrictive covenants included in this Agreement, the Compensation Payment and 2022 Bonus Payment will be paid in installments as described in this Paragraph. The first one third of the Compensation Payment and 2022 Bonus Payment, in the amount of £590,833,36, will be paid to you within 30 days of the Termination Date. The remaining two thirds of the Compensation Payment and 2022 Bonus Payment will be paid to you as follows: (1) £295,416.66 will be paid to you within 90 days of the Termination Date; (2) £295,416.66 will be paid to you within 180 days of the Termination Date; (3) £295,416.66 will be paid to you within 270 days of the Termination date; and (4) £295,416.66 will be paid to you within 365 days of the Termination date. For the avoidance of doubt, if the Company fails to timely receive a copy of both this Agreement signed by you with a completed solicitor's certificate attached to it in the form set out in Schedule 2 and the Reaffirmation Certificate required under clause 39, you will not be entitled to receive any portion of either the Compensation Payment or the 2022 Bonus Payment and any portion of the Compensation Payment and 2022 Bonus Payment paid to you shall be repayable on demand and as a debt.

5To the extent you were granted restricted stock units, or RSUs, or performance stock units, or PSUs, as part of the Clarivate Incentive Award Plan (the “Plan”), except as otherwise noted in this clause, all unvested RSUs and PSUs will be forfeited on the Termination Date. For the avoidance of doubt, you acknowledge and agree all grants of PSUs you received, including the PSU grants you received on 1st April 2020, 17th December 2020, 1st March 2021, and 29th November 2021, have not vested and will be forfeited as of the date of this Agreement. Notwithstanding the foregoing and provided the Company has timely received a copy of both this Agreement signed by you with a completed solicitor's certificate attached to it in the form set out in Schedule 2 and the Reaffirmation Certificate required under clause 39, the following unvested and outstanding RSUs will vest and become available on the fifteenth (15th) day of the month that is immediately after the month that includes the Termination Date:

•11,687 with a current vesting date of 1st March 2023;

• 5,217 with a current vesting date of 1st April 2023; and

•11,687 with a current vesting date of 1st March 2024

Except as otherwise noted in this clause, the terms of the Plan and any Restricted Share Unit Agreement or Performance Share Unit Agreement that may apply to you remain in full force and effect including the vesting timeline and requirements for the RSUs that are currently set to vest on 1st March 2022 and 1st April 2022. There may be tax implications associated with the rights granted under this clause and under the Plan in respect of which you shall need to take your own advice. The Company is not providing any tax advice.

For purposes of any agreements you signed with the Company granting you options, (the "Option Agreement"), the timeframe set forth in the Option Agreement regarding

Without Prejudice and Subject to Contract

the exercise of options shall be extended to 31st December 2024, subject to applicable blackout restrictions. Except as noted in this clause, all other terms of the Option Agreement remain unchanged and in place. There may be tax implications associated with the rights granted under this clause and under the Option Agreement in respect of which you shall need to take your own advice. The Company is not providing any tax advice.

6You confirm that, save as expressly provided in this Agreement, the Company has paid and provided you with all contractual payments and contractual benefits accrued and owing to you as at the date of this Agreement. Moreover, as of the Termination Date, you will have completed any periods of notice to which you are entitled under your Contract of Employment and shall have no further entitlement to notice or payment in lieu of notice. Should you be required to complete any Post-Employment Notice Period then, where appropriate, the Company will deduct income tax and NICs from any Post-Employment Notice Pay. The parties, however, believe that your Post-Employment Notice Period and Post-Employment Notice Pay are nil.

Moreover, if prior to or following the Termination Date, (1) you breach of any of the terms of this Agreement, specifically including the restrictive covenants in this Agreement, or (2) the Company discovers or otherwise learns that you engaged in serious misconduct that would have provided the Company with cause to terminate your employment immediately pursuant to clause 16.2 of the Contract of Employment, you will forfeit all benefits provided to you under this Agreement, including the Compensation Pay, the 2022 Bonus Payment, the accelerated vesting of RSUs, and the extended period to exercise your options, and any amounts already received under this Agreement shall be repayable to Company on demand and as a debt.

7The Company makes no warranty as to the taxable status of the Compensation Payment or of any other payments or benefits provided to you under this Agreement. You shall indemnify the Company and any Group Company on a continuing basis in respect of any tax and national insurance contributions (save for employer's national insurance contributions) due in respect of the Compensation Payment and the other payments and benefits under this Agreement (including those under clause 5) and any related interest, penalties, costs and expenses except where any related interest, penalties, costs and expenses occur due to the default of or an unreasonable delay by the Company. For the avoidance of doubt, the indemnity obligation described in the prior sentence will not apply to any penalties, costs, or expenses that are solely the result of the actions or conduct of the Company or any Group Company. The Company shall, where possible, give you reasonable notice of any demand made of it for tax which may lead to liabilities to you under this indemnity and shall provide you with reasonable access to any documentation you may reasonably require to dispute such a claim (provided that nothing in this clause shall prevent the Company or any Group Company from complying with its legal obligations with regard to HM Revenue and Customs, any other tax authority or other competent body, including by paying or settling any such demand or taking any other action in connection with it as the Company or Group Company may in its absolute discretion decide).

8The Company agrees to reimburse you for any outstanding expenses, properly incurred in the course of employment in accordance with its usual expenses procedure, provided that you submit a final expenses claim (with such evidence of such expenses as the Company may reasonably require) within 14 days of the Termination Date.

9In response to a written request made directly to them from a prospective employer, the Chief People Officer of Clarivate plc will provide a written reference for you in the terms set out in Schedule 1. No other written or verbal reference will be given by the Company. If, following the Termination Date, the Company obtains information concerning you which would have affected its decision to provide such a reference, it shall inform you and may decline to give a reference and/or update any reference previously provided.

10You undertake not to make, publish or otherwise communicate, whether directly or indirectly, any disparaging or derogatory statement(s), whether in writing or otherwise, concerning the Company or any of its Group Companies or its/their officers, directors shareholders, employees or agents or former officers, directors, shareholders, employees or agents. The Company will not authorize any of its then current officers, directors, shareholders, employees, or agents to make any disparaging or derogatory statement(s), whether in writing or otherwise, concerning you.

Without Prejudice and Subject to Contract

11You agree to keep the circumstances surrounding the termination of your employment and the fact and contents of this Agreement strictly confidential and not to disclose, communicate or otherwise make public the same to anyone save to your professional advisers, your immediate family or otherwise as may be permitted or required by law or by the relevant tax and/or regulatory authorities. You shall ensure that the members of your immediate family keep the fact and contents of this Agreement strictly confidential.

Except for disclosures required by law, including any disclosures the Company determines it is required to make as a public company or as part of any filings with the Securities and Exchange Commission and/or other government agencies, the Company agrees to keep the fact and contents of this Agreement strictly confidential and not to disclose, communicate or otherwise make public the same to anyone save to its professional advisers including, but not limited to, its outside counsel and/or outside auditors.

12As a fundamental condition of this Agreement and in consideration of the payment at clause 3(a), 3(c), and 3(d) above, you:

(a)agree to be bound by the restrictive covenants set out in Schedule 3 to this Agreement. The Parties acknowledge and agree that you may continue to hold any board positions you’ve disclosed to the Company, via the Company’s conflict waiver process, as of the date of this Agreement and that holding such board positions will not be deemed to be a breach of the noncompete obligation included in Schedule 3;

(b)shall not, at any time, divulge or communicate to any person; use for your own purposes or for the purposes of any person other than the Company or any Group Company; or through any failure to exercise due care and diligence cause any unauthorised disclosure of any Confidential Information provided that these restrictions shall cease to apply to any information which shall become available to the public generally otherwise than through any breach of this clause by you; and

(c)agree that any Intellectual Property (including without limitation designs, trademarks, logos, get up, domain name, copyright works, database rights and moral rights) created by you in the course of your employment or in any way affecting or relating to the business of the Company or any Group Company or capable of being used or adapted for use in it/them shall belong to and be the absolute property of the Company. To the extent that they do not automatically vest in the Company by the operation of law, you hereby assign absolutely to the Company all present and future rights in any such Intellectual Property together with the right to claim damages or other remedies for infringements. Nothing in this clause shall be construed as limiting or excluding your rights or those of the Company under sections 39-43 Patents Act 1977 (as amended by Patents Act 2004 or otherwise from time to time).

13You shall, at the Company’s request and, in any event, before the Termination Date, return all documents, property and information belonging to the Company or any Group Company which is in your possession or under your control to the Company in good working order and you warrant that you have not taken or retained, and will not take or retain, any copies, extracts or notes of any documents, files or correspondence.

14You shall, at the Company’s request and, in any event, before the Termination Date, inform the Company of all passwords used by you in relation to any computers, systems or applications belonging to or used by the Company or any Group Company. You further agree that, having complied with clause 13, you will procure that any information relating to the business of the Company and/or any Group Company (and all matter derived from such information) that is or was stored on any personal computer, iPad, laptop, tablet, USB device, MP3 player, floppy disk, zip drive or other storage media or otherwise in any electronic form outside of the premises of the Company and which is or was in your possession, custody or control will be irretrievably deleted and you shall produce such evidence of having done so as the Company may require and/or shall allow the Company to inspect any such computer, laptop, tablet, smartphone or other device.

15Subject to clause 16, the arrangements set out in this Agreement are in full and final settlement of claims or complaints that you have or may have against the Company and any Group Company (and any of its or their officers, directors shareholders, employees or agents or former officers, directors, shareholders, employees or agents) whether

Without Prejudice and Subject to Contract

arising directly or indirectly out of or in connection with your employment with the Company, its termination or otherwise and whether arising under common law, tort, statute or otherwise and whether arising in the United Kingdom or in any other country in the world and including (but not limited to) the claims identified at clause 17, any claim for breach of contract (including without limitation any claim in respect of any profit-sharing, bonus or incentive or share option arrangements and/or any redundancy payment), payment in lieu of accrued holiday and/or any claim under the Relevant Legislation or any claim under any directive or other legislation which is applicable or enforceable in the United Kingdom by virtue of the United Kingdom's membership of the European Union and any other claim in respect of which a conciliation officer is authorised to act.

16The Company confirms that clause 15 does not include any claims to enforce this Agreement and/or any claims for personal injury or latent personal injury (other than any claims for personal injury or latent personal injury arising out of or in connection with any discrimination claim you may have) and/or any claims for accrued pension rights which you are not, and could not reasonably be, aware of as at the date of this Agreement. You warrant that you are not aware of any facts or circumstances which may give rise to a claim for personal injury, latent personal injury or accrued pension rights at the date of this Agreement.

17The particular claims, complaints or rights of action that you may have against the Company and any Group Company (and any of its/their officers, directors shareholders, employees or agents or former officers, directors, shareholders, employees or agents ) and which the parties wish to settle by way of this Agreement relate to claims of unfair dismissal, wrongful dismissal, breach of contract (including any claims in relation to bonus, share, share option and incentive arrangements), unlawful deductions from wages and holiday pay.

18You understand and agree that clause 15 is intended to have effect irrespective of whether or not you are or could be aware of such claims or have such claims in your express contemplation.

19You warrant that you have received independent legal advice from John McConkey, DPH Legal, Davidson House, Forbury Square, Reading RG1 3EU (the "Adviser");

(a)you have instructed the Adviser to advise on whether you have or may have any claims, including statutory claims, against the Company or any Group Company (or any of its or their officers, directors, shareholders, employees or agents or former officers, directors, shareholders, employees or agents) arising directly or indirectly out of or in connection with your employment with the Company, its termination or otherwise;

(b)you have provided the Adviser with all available information which the Adviser requires or may require in order to advise you whether you have any such claims;

(c)you have not issued or given instructions to any person to issue proceedings against the Company or any Group Company of a kind set out in clauses 15 and 17 and undertake that neither you nor anyone acting on your behalf will issue such claims;

(d)having taken independent legal advice, you are not aware of any facts or circumstances which might give rise to a claim against the Company, any Group Company (or any of its or their officers, employees or agents) other than those identified at clause 17; and

(e)you are not aware of any reason, which if disclosed to the Company, would entitle or have entitled the Company to terminate your employment summarily.

20You will procure that, on the date of completion of this Agreement, the Adviser provides the Company with a signed, dated and completed solicitor's certificate in the form set out in Schedule 2 of this Agreement.

21You warrant that you have received independent legal advice from the Adviser, who is a relevant independent adviser for the purposes of the legislation referred to at clause 22, as to the terms and effect of this Agreement and in particular its effect on your ability to pursue your rights, if any, before an Employment Tribunal. You have been advised by

Without Prejudice and Subject to Contract

the Adviser that there is in force and was in force at the time you received the advice referred to above, a contract of insurance or an indemnity provided by a professional body covering the risk of a claim by you in respect of loss arising in consequence of that advice.

22This Agreement satisfies the conditions relating to settlement agreements and compromise agreements contained in sections 203(3) of the Employment Rights Act 1996, 77(4A) of the Sex Discrimination Act 1975, 72(4A) of the Race Relations Act 1976, 288(2B) Trade Union and Labour Relations (Consolidation) Act 1992, paragraph 2(2), Schedule 3A, Disability Discrimination Act 1995, 35(3) Working Time Regulations 1998, 49(4) National Minimum Wage Act 1998, Regulation 41 of the Transnational Information and Consultation of Employees Regulations 1999, Regulation 9 of the Part Time Workers (Prevention of Less Favourable Treatment) Regulations 2000, Regulation 10 of the Fixed Term Employees (Prevention of Less Favourable Treatment Regulations 2002), paragraph 2(2), Schedule 4, Employment Equality (Sexual Orientation) Regulations 2003, paragraph 2(2), Schedule 4, Employment Equality (Religion or Belief) Regulations 2003, Regulation 40 of the Information and Consultation of Employees Regulations 2004, paragraph 2(2), Schedule 5, Employment Equality (Age) Regulations 2006, paragraph 13 to the Schedule to the, Occupational and Personal Pension Schemes (Consultation by Employers and Miscellaneous Amendment) Regulations 2006, regulation 62 of the Companies (Cross-Border Mergers) Regulations 2007, section 58 of the Pensions Act 2008 and section 147(3) of the Equality Act 2010.

23The Company has entered into this Agreement in reliance on the warranties given by you and your agreement to the obligations contained in this Agreement. If you breach any of these warranties or obligations, without prejudice to any other rights or remedies of the Company or any Group Company arising from such action, the Company may terminate this Agreement with immediate effect, will have no obligation to make any payment of any sums due but not already paid or provide any benefit to you or procure any beneficial treatment for you (including in relation to shares and share options), and will be entitled to demand immediate repayment as a debt of all or any part of any sums already paid under this Agreement. Any delay by the Company in exercising this right of termination shall not constitute a waiver of it.

24You agree, without prejudice to any other rights or remedies of the Company or any Group Company arising from such action, that if you institute or continue any proceedings against the Company or any Group Company (or any of its or their officers, directors, shareholders, employees or agents or former officers, directors, shareholders, employees or agents) of a kind referred to in clauses 15 and 17 and, if an award is made to you in respect of such proceedings, you shall repay to the Company immediately upon demand the lesser of (a) the Compensation Payment after such deductions of tax and national insurance as were made by the Company at source; or (b) such amount of the Compensation Payment as is equivalent to the total amount of the compensation or damages (including interest) awarded, together with the full amount of any legal fees incurred by the Company and Group Company in defending such proceedings. Any part of the Compensation Payment which remain outstanding shall cease to be payable under this Agreement with effect from the date of commencement of such proceedings.

25Without prejudice to any other provision in this Agreement, you agree that in the event that the validity of this Agreement or any aspect of the waiver is challenged, you will enter into a COT3 agreement with the Company in full and final settlement of all claims and/or take such other step(s) as the Company may reasonably require to give effect to the intention of the parties referred to above without further payment.

26You agree that you will not submit any grievances to the Company or any Group Company arising directly or indirectly out of or in connection with your employment with the Company, its termination or otherwise and you will not make a data subject access request under any data protection legislation to the Company or any Group Company. You agree not to pursue any grievance or appeal which may have been raised by you and/or any subject access requests outstanding at the date of this Agreement and all such grievances, appeal and/or requests shall be deemed to have been withdrawn by you as at the date of this Agreement.

27You shall, on the Termination Date or at the Company’s earlier request, resign all your directorships, trusteeships, company secretarial positions and other offices in the Company and all Group Companies using a letter in the form set out in Schedule 5 of this Agreement.

Without Prejudice and Subject to Contract

28You agree to make yourself available to provide assistance to, and to cooperate with, the Company or any Group Company or its or their advisers in any internal investigation or any administrative, regulatory, judicial or quasi-judicial proceedings or enquiry as reasonably requested by the Company. You acknowledge that this could involve, but is not limited to, responding to or defending any regulatory or legal process, providing information in relation to any such process, preparing witness statements and giving evidence in person on behalf of the Company. The Company shall reimburse any reasonable expenses incurred by you as a consequence of complying with your obligations under this clause, provided that such expenses are approved in advance by the Company and supported by evidence of expenditure which is satisfactory to the Company.

29The parties acknowledge that nothing in this Agreement shall prevent you from making a protected disclosure within the meaning of Section 43A of the Employment Rights Act 1996, making a disclosure to a regulator regarding any misconduct, wrongdoing or serious breach of regulatory requirements, reporting a criminal offence to any law enforcement agency or co-operating with a criminal investigation or prosecution. The parties further understand and acknowledge that nothing in this Agreement or otherwise limits your ability to communicate with any applicable federal, state or local governmental agency or commission (“Government Agencies”) or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. This Agreement does not limit your right to receive an award for information provided to any Government Agencies or to engage in future activities protected under whistleblower statutes. The parties further understand and acknowledge that (i) the Company may not retaliate against you for any of these activities, and nothing in this Agreement or otherwise requires you to waive any monetary award or other payment that you might become entitled to from the U.S. Securities Exchange Commission or any other governmental entity or self-regulatory organization, and (ii) nothing in this Agreement or otherwise prohibits you from notifying the Company that you will make a report or disclosure to law enforcement.

30This Agreement sets out the entire agreement between the parties and shall be in substitution for and shall supersede any prior agreement, arrangement or understanding (whether oral or written) relating to the subject matter of this Agreement. No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

31You agree that you have not entered into this Agreement in reliance upon any statement, representation, assurance or warranty (whether made innocently or negligently) which is not set out in this Agreement.

32This Agreement, although marked "without prejudice and subject to contract" will, upon signature by all parties, be treated as an open document evidencing an agreement binding on the parties.

33This Agreement may be entered into in any number of counterparts and by the parties to it on separate counterparts, each of which when so executed and delivered shall be an original, but all the counterparts shall together constitute one and the same agreement.

34This Agreement shall be governed by and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English courts.

35This Agreement shall be valid, binding and enforceable against a party only when executed by an authorised individual on behalf of the party by means of:

(a)a DocuSign® or other electronic signature;

(b)an original, manual signature; or

(c)a scanned or photocopied manual signature, and

each DocuSign® or other electronic, scanned or photocopied manual signature shall for all purposes have the same validity, legal effect and admissibility in evidence as an original manual signature and the parties hereby waive any objection to the contrary.

Without Prejudice and Subject to Contract

36If any provision of this Agreement is found by any court or other authority of competent jurisdiction to be illegal, invalid or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of this Agreement, but that shall not affect the legality, validity or enforceability of any other provision of this Agreement.

37No person who is not a party to this Agreement shall have any rights under the Contracts (Rights of Third Parties) Act 1999 except that the benefits conferred by this Agreement in favour of any Group Company or any officers, directors, shareholders, employees or agents or former officers, directors, shareholders, employees or agents of the Company or any Group Company (“Relevant Party”) may be enforced by any Group Company and any Relevant Party, and any Group Company may enforce any rights, benefits or causes of action conferred by this Agreement on behalf of the Company. The parties agree that they may amend or vary any or all of the terms of this Agreement or terminate this Agreement without the consent of any Group Company and any Relevant Party.

38The Company agrees to pay your solicitors, following its receipt of an invoice via email addressed to you but marked payable by the Company with the accompanying address: Clarivate Analytics (UK) Limited c/o Greg Hanscom, 70 St. Mary Axe, London ED3A 8BE, the sum of up to £5000 plus VAT in respect of your legal expenses incurred only in connection with the taking of advice in relation to the termination of your employment and this Agreement.

39It is a condition of this Agreement that, on or within 7 days after the Termination Date, you will execute and provide to the Company the reaffirmation certificate (“Reaffirmation Certificate”) set out at Schedule 4. No payment shall be made to you, or benefit provided to (or beneficial treatment obtained for) you, under this Agreement until a valid Reaffirmation Certificate has been provided.

40If you fail to sign and return this Agreement to the Company by 9th January 2022, this Agreement will be deemed to be automatically withdrawn and of no legal effect

41In this Agreement the following expressions shall have the following meanings:

"Confidential Information" means trade secrets or information of a confidential nature which is important to and belongs or relates to the Company or any Group Company (or their clients or customers) which you may have received or obtained as a result of or in any way in connection with your employment and includes but is not limited to information relating to clients or customers or potential clients or customers, suppliers, agents, business partners, products, affairs, finances, employees, shareholders, managers or distributors, of the Company or any Group Company, commercial, financial or marketing information, business development or business planning information, customer lists, technical information and know-how comprising trade secrets and information which you are/have been told is confidential, or can be reasonably be expected to be confidential;

“Contract of Employment” means your contract of employment dated 11th September 2017;

"Intellectual Property" means designs, trade marks, logos, get-up, domain names, copyright works, database rights, moral rights, confidential information, know-how, inventions, utility models, semi-conductor topography rights and all rights of a similar nature in any part of the world whether or not registered or capable of registration and, in respect of such rights which are registrable, the right to apply for registration and all applications for any of the above rights;

"Group" the Company, the ultimate Holding Company of the Company and any Subsidiary of the Company or the ultimate Holding Company of the Company from time to time, Camelot Holdings (Jersey) Limited and its direct and indirect subsidiaries, or any company that is a successor (including, without limitation, by change of name, dissolution, merger, consolidation, reorganisation, sale or other disposition) to any such company, Clarivate Plc, Clarivate Analytics (UK) Limited, Clarivate Analytics (Compumark) Limited, Clarivate Analytics (International Limited), Clarivate Analytics (IP&S) Limited and any other company within the Clarivate group; and "Group Company" shall be construed accordingly;

Without Prejudice and Subject to Contract

"Holding Company" means a holding company (as defined by section 1159 of the Companies Act 2006) or a parent undertaking (as defined by section 1162 of the Companies Act 2006);

“Post-Employment Notice Pay” has the meaning given in section 402D of the Income Tax (Earnings and Pensions) Act 2003 (ITEPA).

“Post-Employment Notice Period” has the meaning given in section 402E(5) of ITEPA.

"Relevant Legislation" means the Employment Rights Act 1996, including without limitation its provisions relating to unfair dismissal, the right to a statement of employment particulars under Part I, unlawful deduction from wages or unlawful receipt of payments from you under Part II, guarantee payments under Part III, protected disclosures under Part IVA, unlawful detriment under Part V, breach of the right to time off work under Part VI, remuneration or alternative work on suspension under Part VII, a redundancy payment under Part XI and Chapters II and V, and any other rights under the Employment Rights Act 1996, the Sex Discrimination Act 1975, the Race Relations Act 1976, the Disability Discrimination Act 1995, the Employment Equality (Sexual Orientation) Regulations 2003, the Employment Equality (Religion or Belief) Regulations 2003, the Employment Equality (Age) Regulations 2006, the Equality Act 2010, including without limitation provisions relating to direct or indirect discrimination, disability-related discrimination, discrimination arising from disability, a failure to make reasonable adjustments, victimisation or harassment, the Equal Pay Act 1970, the Trade Union and Labour Relations (Consolidation) Act 1992, the Protection from Harassment Act 1997, the Data Protection Act 2018, the Working Time Regulations 1998, the National Minimum Wage Act 1998, the Human Rights Act 1998, the Employment Relations Act 1999, the Transnational Information and Consultation of Employees Regulations 1999, the Part-Time Workers (Prevention of Less Favourable Treatment) Regulations 2000, the Fixed Term Employees (Prevention of Less Favourable Treatment) Regulations 2002, the Information and Consultation of Employees Regulations 2004, the Transfer of Undertakings (Protection of Employment) Regulations 2006 and the Occupational and Personal Pension Schemes (Consultation by Employers and Miscellaneous Amendment) Regulations 2006, Companies (Cross-Border Mergers) Regulations 2007, the Pensions Act 2008, Employment Relations Act 1999 (Blacklists) Regulations 2010 and Agency Workers Regulations 2010.

"Subsidiary" means a subsidiary (as defined by section 1159 of the Companies Act 2006) or a subsidiary undertaking (as defined by section 1162 of the Companies Act 2006);

Where the context allows, references to any statute or provision of a statute shall be construed as references to the statute or the provisions as amended, modified, considered or re-enacted and to any subordinate legislation made from time to time under that provision.

SIGNED for and on behalf of )

the Company ) ………………………………………………

SIGNED by )

Mukhtar Ahmed ) ………………………………………………

Without Prejudice and Subject to Contract

Schedule 1 - Reference

Dear Sir/Madam

Re: Mukhtar Ahmed

Thank you for you enquiry regarding Mukhtar Ahmed.

Mukhtar has been employed by the Company since 1st of January 2018 and most recently held the position of President, Science Group.

Whilst the above information is given in confidence and good faith, no responsibility or liability can, however, be accepted by the Company or any of its employees for any omissions or inconsistencies in the information or for any loss or damage that may result from reliance being placed on it. The information is given in confidence and should not be disclosed to a third party.

Yours faithfully,

Julie Wilson

Chief People Officer of Clarivate plc

Without Prejudice and Subject to Contract

Schedule 2

I, John McConkey of DPH Legal, Davidson House, Forbury Square, Reading RG1 3EU confirm that I have given Mukhtar Ahmed independent legal advice as to the terms and effect of the Settlement Agreement between Clarivate Analytics (UK) Limited and Mukhtar Ahmed dated 7th January 2022 and in particular its effect on his ability to pursue his rights before an Employment Tribunal.

I confirm that I am a relevant independent adviser (as defined by Section 203 of the Employment Rights Act 1996) and that there is and was at the time the advice was given, a contract of insurance or an indemnity provided for members of a profession or professional body covering the risk of a claim by Mukhtar Ahmed in respect of any loss arising in consequence of that advice.

Signed …………………………………………..

John McConkey

Without Prejudice and Subject to Contract

Schedule 3

Restrictive covenants

1In this Schedule 3 the following definitions shall apply:

(a)"Prospective Customer" means any person, firm, company or other organisation whatsoever with whom or which the Company or any relevant Group Company shall have had negotiations or material discussions regarding the possible distribution, sale or supply any Restricted Products as at the Termination Date or during the 12 months immediately preceding the Termination Date and with whom or which, during such period:

(i)you had business dealings; or

(ii)any employee of the Group who was under your direct or indirect supervision shall have had business dealings;

(b)"Restricted Area" means the United Kingdom and any other country in the world where, on the Termination Date, the Company (or any relevant Group Company) was involved or concerned to a material extent in the production, development, manufacture, distribution, sale or supply of Restricted Products;

(c)"Restricted Business" means any business of the Company (or any relevant Group Company) with which you were involved or concerned to a material extent during the 12 months immediately preceding the Termination Date;

(d)"Restricted Customer" means any person to whom or which the Company (or any relevant Group Company) distributed, sold or supplied Restricted Products as at the Termination Date or during the 12 months immediately preceding the Termination Date and with whom or which you shall have had business dealings during such period or with whom or which any employee under your control shall to your knowledge have had business dealings during such period;

(e)"Restricted Employee" means anyone employed or engaged by the Company (or any relevant Group Company) and who could, whether on their own or with others, materially damage the interests of the Company (or any relevant Group Company) if they were involved in any capacity in any business concern which competes with any Restricted Business and with whom you shall have dealt with to a material extent in the course of your employment in the 12 months immediately preceding the Termination Date;

(f)"Restricted Products" means any product, goods or services produced, developed, manufactured, distributed, sold or supplied by the Company (or any relevant Group Company) with which you were involved or concerned to a material extent, or for which you were responsible, during the 12 months immediately preceding the Termination Date, or products, goods or services of a similar kind;

(g)"Restricted Supplier" means any person who or which supplied goods or services to the Company (or any relevant Group Company) as at the Termination Date or during the 12 months immediately preceding the Termination Date and with or whom you shall have had business dealings or with whom or which any employee under your control shall to your knowledge have had business dealings during such period; and

(h)"Senior Employee" means any person who was on the Termination Date a director of the Company (or any relevant Group Company) or otherwise engaged by the Company (or any relevant Group Company) in a senior capacity;

2All other capitalised terms used in this Schedule 3 but not defined in this Schedule shall have the meaning given in clause 41 of the Agreement.

3You hereby undertake to the Company (for itself and as trustee and agent for each Group Company) that you shall not during the period of 12 months following the Termination Date, without the prior written consent of the Company (or relevant Group

Without Prejudice and Subject to Contract

Company), whether by yourself or through your employees, agents or any other person and whether on your own behalf or on behalf of or in conjunction with any other person directly or indirectly be employed or engaged or otherwise interested in any trade, business, occupation or other activity which is in competition with the Restricted Business in the Restricted Area.

4You hereby undertake with the Company (for itself and as trustee and agent for each Group Company) that you shall not during the period of 12 months following the Termination Date, without the prior written consent of the Company (or relevant Group Company), whether by yourself, through your employees, agents or any other person and whether on your own behalf or on behalf of any other person, and whether via social media or by any other means, directly or indirectly;

(a)in competition with the Company (or relevant Group Company), solicit business from or canvass any Restricted Customer or Prospective Customer in respect of Restricted Products;

(b)in competition with the Company or relevant Group Company), accept orders for Restricted Products from any Restricted Customer or Prospective Customer or have any business dealings concerning Restricted Products with any Restricted Customer or Prospective Customer;

5You hereby undertake to the Company (for itself and as trustee and agent for each Group Company) that you shall not during the period of 12 months following the Termination Date, without the prior written consent of the Company (or relevant Group Company), whether by yourself or through your employers, employees, agents or any other person and whether on your own behalf or on behalf of or in conjunction with any other person, and whether via social media or by any other means, directly or indirectly:

(a)employ or engage, or otherwise facilitate the employment or engagement of, any person who on the Termination Date is a Restricted Employee and/or a Senior Employee whether or not any such person would thereby commit a breach of contract; and/or

(b)solicit or induce (or endeavour to solicit or induce) any person who on the Termination Date is a Restricted Employee and/or a Senior Employee to cease working for or providing services to the Company (or relevant Group Company), whether by offering to employ or engage such a person or by otherwise endeavouring to entice such a person away from the Company (or relevant Group Company), and whether or not any such person would thereby commit a breach of contract; and/or

(c)seek to entice a Restricted Supplier away from the Company (or relevant Group Company) or interfere with the relationship between the Company (or relevant Group Company) and a Restricted Supplier.

6Nothing contained in clauses 3, 4 or 5 of this Schedule 3 shall be deemed:

(a)to prohibit you from the seeking or doing of any activities not in direct or indirect competition with the Restricted Business; or

(b)prohibit you (or your nominees) from holding for investment purposes only not more than 5% of the issued shares or securities of any company whose shares or other capital are listed on or dealt on or under the rules of an exchange which is a "recognised investment exchange" or a "recognised overseas investment exchange" pursuant to section 285 or section 292 of the Financial Services and Markets Act 2000.

7You will on the Company's request promptly enter into a deed of restrictive covenants in a form acceptable to the Company with any Group Company in order to give such Group Company the same protection given to the Company pursuant to this Schedule 3.

8Each of the undertakings and covenants contained in this Schedule 3 shall be construed as a separate and independent covenant and if one or more of the covenants is found to be void or unenforceable the validity of the remaining covenants shall not be affected.

Without Prejudice and Subject to Contract

9You agree that in the event of your receiving from any person an offer of employment or other engagement (whether oral or in writing and whether accepted or not) either during the Garden Leave Period or during the continuance in force of all or any of restrictions set out in this Schedule 3, you shall as soon as possible after any such offer is made notify the Company and make the substance of the restrictions contained in this Schedule 3 known to the person making such offer.

10You hereby undertake with the Company that you will not at any time:

(a)during the Garden Leave Period, or after the Termination Date, engage in any trade or business or be associated with any person, firm or company engaged in any trade or business using the name(s) Clarivate or incorporating such words;

(b)during the Garden Leave Period, or after the Termination Date, engage in any trade or business or be associated with any person, firm or company engaged in any trade or business using or incorporating any variation of any of the names set out at clause 10(a) above that could reasonably be deemed to obtain or confer a business advantage by virtue of being similar to any such names and, as a result of such business advantage, could materially damage the interests of the Company or any Group Company; and

(c)after the Termination Date claim, represent or otherwise indicate (whether via social media or otherwise) any present association with the Company or any Group Company or for the purpose of carrying on or retaining any business or custom, claim, represent or otherwise indicate (whether via social media or otherwise) any past association with the Company or any Group Company to its detriment.

11The restrictions in this Schedule 3 (on which you have had the opportunity to take independent advice) are considered to be reasonable by the parties and necessary for the protection of the legitimate interests of the Company and, if appropriate, of any Group Company but if any restriction(s) shall be found to be void or voidable but would be valid and enforceable if part or parts of the wording were deleted, the relevant restriction(s) shall apply with such deletion(s) as may be necessary to make it or them valid and enforceable.

12The Company reserves the right to assign its rights under this Schedule 3 to any successor in business to the Company or to any of its subsidiaries or associates.

Without Prejudice and Subject to Contract

Schedule 4

Reaffirmation Certificate

(a) I hereby confirm and agree that, in consideration of the Company's obligations under the Settlement Agreement between me and the Company (as defined in such Settlement Agreement) dated 7th January 2022 and having taken legal advice, there are no matters or circumstances that give rise or may give rise to any claims by me in connection with my employment by the Company or its termination which fall under the claims identified and specified in Clauses 15 and 17 in such Settlement Agreement which have arisen since the date of such Settlement Agreement or, if there are any such matters, I confirm and agree that they are settled by the Settlement Agreement and/or this certificate.

(B) In particular and without prejudice to the preceding wording, I hereby agree to waive any and all claims arising from the termination of my employment on the Termination Date (as defined in the Settlement Agreement), as are identified in Clauses 15 and 17 of the Settlement Agreement.

(C) I confirm that I have received independent legal advice from John McConkey of DPH Legal, Davidson House, Forbury Square, Reading RG1 3EU who is a relevant independent adviser for the purposes of the legislation referred to in Clause 22 of the Settlement Agreement, as to the terms and effect of the Settlement Agreement and this certificate and in particular its effect on my ability to pursue my rights if any before an employment tribunal. I have been advised that there is in force and was in force when I received such advice, a contract of insurance or an indemnity provided by a professional body covering the risk of a claim by me in respect of loss arising in consequence of that advice.

(D) I confirm that the Company has paid to me all my contractual payments and that it has provided me with all contractual benefits accrued and owing to me up to the Termination Date.

(E) This certificate satisfies the conditions regulating settlement agreements contained in the statutory provisions set out in Clause 22 of the Settlement Agreement.

EXECUTED AS A DEED by ) ………………………………………….

Mukhtar Ahmed )

in the presence of )

Witness Signature

Witness Full Name

Witness Address

Date ) ………………………………………….

Without Prejudice and Subject to Contract

Schedule 5

Resignation Letter

Dear Sirs

I hereby resign from the office of [director] [company secretary] of [insert name of company] (the “Company”) with immediate effect.

I acknowledge and confirm that I have no claim of whatsoever kind, whether contractual or otherwise, outstanding against the Company, any member of its Group (as defined below) or any of their officers, directors, shareholders, employees or agents in respect of the termination of my appointment. To the extent that any such claim or right of action exists or may exist, I irrevocably waive such claim or right of action and release and discharge the Company, each member of its Group and their officers, directors, shareholders, employees and agents from any and all liability whatsoever in respect thereof.

In this letter "Group" means the Company, the ultimate Holding Company of the Company and any Subsidiary of the Company or the ultimate Holding Company of the Company from time to time; "Holding Company" means a holding company (as defined by section 1159 of the Companies Act 2006) or a parent undertaking (as defined by section 1162 of the Companies Act 2006); and "Subsidiary" means a subsidiary (as defined by section 1159 of the Companies Act 2006) or a subsidiary undertaking (as defined by section 1162 of the Companies Act 2006).

Yours faithfully

Mukhtar Ahmed

Without Prejudice and Subject to Contract

Exhibit 31

CERTIFICATION

I, Jerre Stead, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Clarivate Plc;

2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;

3. Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and

d) Disclosed in this Report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: May 9, 2022			/s/ Jerre Stead
			Jerre Stead
			Executive Chairman and Chief Executive Officer

CERTIFICATION

I, Jonathan M. Collins, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Clarivate Plc;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: May 9, 2022			/s/ Jonathan M. Collins
			Jonathan M. Collins
			Executive Vice President and Chief Executive Officer

Exhibit 32

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Clarivate Plc (the “Company”) on Form 10-Q for the quarter ended March 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jerre Stead, Executive Chairman and Chief Executive Officer of the Company, certify to my knowledge, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: May 9, 2022			/s/ Jerre Stead
			Jerre Stead
			Executive Chairman and Chief Executive Officer

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Clarivate Plc (the “Company”) on Form 10-Q for the quarter ended March 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jonathan M. Collins, Executive Vice President and Chief Financial Officer of the Company, certify to my knowledge, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: May 9, 2022			/s/ Jonathan M. Collins
			Jonathan M. Collins
			Executive Vice President and Chief Financial Officer