UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

(Amendment No. 1)

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

For the fiscal year ended December 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
Series B Preferred Stock Purchase Rights	-	New York Stock Exchange

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes ☐   No  ☒ 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.    Yes  ☐    No  ☒ 

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

The aggregate market value of the approximately 403.5 million ordinary shares held by non-affiliates of the Company (assuming for these purposes, but without conceding, that all executive officers and directors of the Company are affiliates of the Company) as of June 30, 2022, the last day of business of our most recently completed second fiscal quarter, was $5.6 billion, based on the closing sale price of the ordinary shares of $13.86 on June 30, 2022, as reported by the New York Stock Exchange.

The number of ordinary shares of the Company outstanding as of January 31, 2023, was 674,428,406.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of Registrant's Definitive Proxy Statement for the 2023 Annual Shareholders Meeting are incorporated by reference into Part III of this Form 10-K/A.

EXPLANATORY NOTE

Clarivate Plc (the “Company,” “we,” “our” or “us”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to amend our Annual Report on Form 10-K for the year ended December 31, 2022 (the “Form 10-K”), originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 1, 2023. As a result of a material weakness in internal control over financial reporting that existed as of December 31, 2022 that was not identified until the Company was preparing its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023, the Company is filing this Amendment to (i) revise the disclosure in Part II, Item 9A. Controls and Procedures in the Form 10-K to reflect management’s conclusion that our disclosure controls and procedures and internal control over financial reporting was not effective as of December 31, 2022 due to a material weakness identified subsequent to the filing of our Form 10-K and (ii) reissue the related “Report of Independent Registered Public Accounting Firm” of PricewaterhouseCoopers LLP regarding the effectiveness of our internal control over financial reporting included in the Form 10-K in Part II, Item 8 Financial Statements and Supplementary Data. In addition, the Company is revising Part I, Item 1A. Risk Factors to add a risk factor regarding this material weakness in internal control over financial reporting. The material weakness did not result in any change to the Company’s consolidated financial statements as set forth in the original filing.

In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company is including with this Amendment currently dated certifications as Exhibits 31 and 32. We are also filing an updated Consent of Independent Registered Public Accounting Firm. Accordingly, Part IV, Item 15, “Exhibits and Financial Statement Schedules” is amended to include the currently dated certifications and consent as exhibits.

Except as described in this Explanatory Note, this Amendment does not reflect events occurring after the date of the filing of the Form 10-K, nor does it amend, modify or otherwise update any other information in the Form 10-K. Among other things, forward-looking statements made in the Form 10-K have not been revised to reflect events that occurred or facts that became known to us after filing of the Form 10-K, and any such forward-looking statements should be read in their historical context. Accordingly, this Amendment should be read in conjunction with the Form 10-K and with the Company’s filings with the SEC subsequent to the filing of the Form 10-K.

Notwithstanding the material weakness described in Part II, Item 9A. Controls and Procedures, the Company believes that our consolidated financial statements in the Form 10-K, filed on March 1, 2023, fairly present, in all material respects, the Company’s financial position, results of operations and cash flows as of the dates, and for the periods, presented, in conformity with U.S. generally accepted accounting principles.

TABLE OF CONTENTS

	Page
Part I	1
Item 1A. Risk Factors	1
Part II	8
Item 8. Financial Statements and Supplementary Data	8
Item 9A. Controls and Procedures	79
Part IV	80
Item 15. Exhibits and Financial Statement Schedules	80

PART I

Item 1A. Risk Factors

Investing in our ordinary shares involves risks. You should carefully consider the risks described herein before making a decision to invest in our ordinary shares. If any of these risks actually occurs, our business, financial condition and results of operations could be materially and adversely affected. In such case, the trading price of our ordinary shares would likely decline, and you may lose all or part of your investment.

Any significant disruption in or unauthorized access to our computer systems or those of third parties that we utilize in our operations, including those relating to cybersecurity or arising from cyber-attacks, could adversely impact our business.

Our reputation and ability to attract, retain and serve our customers is dependent upon the reliable performance and security of our computer systems and those of third parties that we utilize in our operations to collect, store and use public records, IP and sensitive data. We expend significant resources to develop and secure our systems, but they may be subject to damage or interruption from natural disasters, terrorist attacks, power loss, Internet and telecommunications failures and cybersecurity risks. Our computer systems and those of third parties we use in our operations may be vulnerable to cybersecurity risks, including cyber-attacks from state-sponsored entities and individual activity, such as computer viruses, denial of service attacks, physical or electronic break-ins and similar disruptions. We have implemented certain systems and processes to thwart hackers and protect our data and systems; however, these systems and processes may not be effective, particularly given the increasingly sophisticated tools and methods used by hackers, organized cyber criminals, and cyber terrorists, and, similar to many other global multinational companies, we experience cyber-threats, cyber-attacks and other attempts to breach the security of our systems. Any fraudulent, malicious or accidental breach of data security could result in unintentional disclosure of, or unauthorized access to, customer, vendor, employee or other confidential or sensitive data or information, which could potentially result in additional costs to our company to enhance security or to respond to occurrences, lost sales, violations of privacy or other laws, notifications to individuals, penalties or litigation. Any failure of our systems, significant disruption to our operations or unauthorized access to our systems or those of third parties (or “cloud” computing service providers) we contract with to host our computing could result in significant expense to repair, replace or remediate systems, equipment or facilities, a loss of customers, legal or regulatory claims, and proceedings or fines and adversely affect our business and results of operations. We do not have control over the operations of the facilities of the third party cloud computing service that we use. This, coupled with the fact that we cannot easily switch our computing operations to another provider, means that any disruption of or interference with our use of our current third party cloud computing service could disrupt our operations and our business could be adversely impacted.

If our products and services do not maintain and/or achieve broad market acceptance, or if we are unable to keep pace with or adapt to rapidly changing technology, evolving industry standards, macroeconomic market conditions and changing regulatory requirements, our revenues could be adversely affected.

Our business is characterized by rapidly changing technology, evolving industry standards and changing regulatory requirements. Our growth and success depend upon our ability to keep pace with such changes and developments and to meet changing customer needs and preferences. Our business could also be affected by macroeconomic factors beyond our control and our ability to keep pace with technology and business and regulatory changes is subject to a number of risks, including that we may find it difficult or costly to:

•update our products and services and develop new products and services quickly enough to meet our customers’ needs;

•make some features of our products work effectively and securely or with new or changed operating systems; and

•update our products and services to keep pace with business, evolving industry standards, regulatory requirements and other developments in the markets in which our customers operate.

In addition, the principal customers for certain of the products and services are universities and government agencies, which fund purchases of these products and services from limited budgets that are sensitive to changes in private and governmental sources of funding. Recession, economic uncertainty or austerity have contributed, and may in the future contribute, to reductions in spending by such sources. Accordingly, any further decreases in budgets of universities or government

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agencies, which have remained under pressure, or changes in the spending patterns of private or governmental sources that fund academic institutions, could adversely affect our results of operations.

The loss of, or the inability to attract and retain, key personnel could impair our future success.

Our future success depends to a large extent on the continued service of our employees, including our experts in research and analysis and other areas, as well as colleagues in sales, marketing, product development, critical operational roles, and management, including our executive officers. We must maintain our ability to attract, motivate, and retain highly qualified colleagues in order to support our customers and achieve business results. The loss of the services of key personnel and our inability to recruit effective replacements or to otherwise attract, motivate, or retain highly qualified personnel could have a material adverse effect on our business, financial condition, and operating results.

Our collection, storage and use of personal data are subject to applicable data protection and privacy laws, and any failure to comply with such laws may harm our reputation and business or expose us to fines and other enforcement action.

In the ordinary course of business, we collect, store, use and transmit certain types of information that are subject to different laws and regulations. In particular, data security and data protection laws and regulations that we are subject to often vary significantly by jurisdiction, such as the privacy requirements of the Health Insurance Portability and Accountability Act and the stringent operational requirements for processors and controllers of personal data implemented by the EU-wide General Data Protection Regulation. It also significantly increased penalties for noncompliance, including where we act as a data processor. Data security and data protection laws and regulations are continuously evolving and there are currently a number of legal challenges to the validity of EU mechanisms for adequate data transfers such as the Privacy Shield Framework and the Standard Contractual Clauses. Although we have implemented policies and procedures that are designed to ensure compliance with applicable laws, rules and regulations, if our privacy or data security measures fail to comply with applicable current or future laws and regulations, including, without limitation, the EU ePrivacy Regulation, the California Consumer Privacy Act, and the California Privacy Rights Act, we will likely be required to modify our data collection or processing practices and policies in an effort to comply with such laws and regulations, and we could be subject to increased costs, fines, litigation, regulatory investigations, and enforcement notices requiring us to change the way we use personal data or our marketing practices or other liabilities such as compensation claims by individuals affected by a personal data breach, as well as negative publicity and a potential loss of business.

Our business continuity plans may not be effective against events that may adversely impact our business.

We have established operational policies and procedures that manage the risks associated with business continuity and recovery from potential disruptions to our business. These policies and procedures are designed to increase the likelihood that we are prepared to continue operations during times of unexpected disruption, and we have taken steps to minimize risks that could lead to disruptions in our operations and to avoid our customers being harmed in the event of a significant disruption in our operations. However, there is no guarantee that these measures will be effective in minimizing any disruption from unexpected events that could result from a variety of causes, including human error, natural disasters (such as hurricanes and floods), infrastructure or network failures (including failures at third-party data centers, by third party cloud-computing providers, or of aging technology assets), and a disruption to our business that we are not capable of managing could adversely affect us.

We are dependent on third parties, including public sources, for data, information and other services, and our relationships with such third parties may not be successful or may change, which could adversely affect our results of operations.

Substantially all our products and services are developed using data, information or services obtained from third-party providers and public sources or are made available to our customers or are integrated for our customers’ use through information and technology solutions provided by third-party service providers. We have commercial relationships with third-party providers whose capabilities complement our own and, in some cases, these providers are also our competitors. The priorities and objectives of these providers, particularly those that are our competitors, may differ from ours, which may make us vulnerable to unpredicted price increases and unfavorable licensing terms. Agreements with such third-party providers periodically come up for renewal or renegotiation, and there is a risk that such negotiations may result in different rights and restrictions which could impact our customers’ use of the content. From time to time, we may also receive notices from third parties claiming infringement by our products and services of third-party patent and other IP rights and as the

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number of products and services in our markets increases and the functionality of these products and services further overlaps with third-party products and services, we may become increasingly subject to claims by a third party that our products and services infringe on such party’s IP rights. Moreover, providers that are not currently our competitors may become competitors or be acquired by or merge with a competitor in the future, any of which could reduce our access to the information and technology solutions provided by those companies. If we do not maintain, or obtain the expected benefits from, our relationships with third-party providers or if a substantial number of our third-party providers or any key service providers were to withdraw their services, we may be less competitive, our ability to offer products and services to our customers may be negatively affected, and our results of operations could be adversely impacted.

Increased accessibility to free or relatively inexpensive information sources may reduce demand for our products and services.

In recent years, more public sources of free or relatively inexpensive information have become available and this trend is expected to continue. Public sources of free or relatively inexpensive information may reduce demand for our products and services. Competition from such free or lower cost sources may also require us to reduce the price of some of our products and services (which may result in lower revenues) or make additional capital investments (which might result in lower profit margins). Demand could also be reduced as a result of cost-cutting, reduced spending or reduced activity by customers. Our results of operations could be adversely affected if our customers choose to use these public sources as a substitute for our products or services.

We may be unable to derive fully the anticipated benefits from organic growth, existing or future acquisitions, joint ventures, investments or dispositions, including anticipated revenue and cost synergies, and costs associated with achieving synergies or integrating such acquisitions may exceed our expectations.

We seek to achieve our growth objectives by optimizing our offerings to meet the needs of our customers through organic development, including by delivering integrated workflow platforms, cross-selling our products across our existing customer base, acquiring new customers, implementing operational efficiency initiatives, and through acquisitions, joint ventures, investments and dispositions. However, we may not be able to achieve the expected benefits of our acquisitions, including anticipated revenue, cost synergies or growth opportunities and we may not succeed in cross-selling our products and services. Moreover, we may not be able to integrate the assets acquired in any such acquisition or achieve our expected cost synergies without increases in costs or other difficulties. If we are unable to successfully execute on our strategies to achieve our growth objectives, drive operational efficiencies, realize our anticipated cost or revenue synergies or if we experience higher than expected operating costs that cannot be adjusted accordingly, our growth rates and profitability could be adversely affected, and the market price of our ordinary shares may decline. Furthermore, acquisitions may subject us to new types of risks to which we were not previously exposed.

We operate in a highly competitive industry, and we may be adversely affected by competition and other changes in our markets.

The markets for our products and services are highly competitive and are subject to rapid technological changes and evolving customer demands and needs. We compete on the basis of various factors, including the quality of content embedded in our databases, customers’ perception of our products relative to the value that they deliver, user interface of the products and the quality of our overall offerings. Many of our principal competitors are established companies that have substantial financial resources, recognized brands, technological expertise and market experience, and these competitors sometimes have more established positions in certain product lines and geographies than we do. We also compete with smaller and sometimes newer companies, some of which are specialized with a narrower focus than our company, and with other Internet services companies and search providers. New and emerging technologies can also have the impact of allowing start-up companies to enter the market more quickly than they would have been able to in the past. In addition, some of our competitors combine competing products with complementary products as packaged solutions, which could pre-empt use of our products or solutions and some of our customers may decide to independently develop certain products and services. If we fail to compete effectively, our financial condition and results of operations would be adversely affected.

We generate a significant percentage of our revenues from recurring subscription-based arrangements and highly predictable re-occurring transactional ("re-occurring") arrangements. If we are unable to maintain a high annual renewal rate, our results of operations could be adversely affected.

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For the year ended December 31, 2022, approximately 78% of our revenues were subscription-based and re-occurring based. Because most of the revenues we report in each quarter are the result of subscription and re-occurring agreements entered into or renewed in previous quarters, with subscription renewals historically concentrated in the first quarter, a decline in subscriptions in any one quarter may not affect our results in that quarter, but could reduce revenues in future quarters. Our operating results depend on our ability to achieve and sustain high renewal rates on our existing subscription and re-occurring arrangements and to obtain new subscriptions and re-occurring contracts with new and existing customers at competitive prices and other commercially acceptable terms. Uncertain global economic conditions, including inflationary pressures and rising interest rates, have had and may continue to have an adverse impact on our business, including on our revenues from re-occurring revenues arrangements. Failure to meet one or more of these subscription and re-occurring objectives could have a material adverse effect on our business, financial condition, and operating results.

Our brand and reputation are key assets and competitive advantages of our company, and our business may be affected by how we are perceived in the marketplace.

Our ability to attract and retain customers is affected by external perceptions of our brand and reputation. Failure to protect the reputation of our brands may adversely impact our credibility as a trusted source of content and may have a negative impact on our business. In addition, in certain jurisdictions we engage sales agents in connection with the sale of certain of our products and services. Poor representation of our products and services by agents, or entities acting without our permission, could have an adverse effect on our brands, reputation and our business.

The international scope of our operations may expose us to increased risk, and our international operations and corporate and financing structure may expose us to potentially adverse tax consequences.

We have international operations and, accordingly, our business is subject to risks resulting from differing legal and regulatory requirements, political, social and economic conditions and unforeseeable developments in a variety of jurisdictions. Our international operations are subject to the following risks, among others:

•political instability;

•international hostilities (including the ongoing war between Russia and Ukraine and related sanctions and negative economic impacts), military actions, terrorist or cyber-terrorist activities, natural disasters, pandemics (including a prolonged and delayed recovery from COVID-19), and infrastructure disruptions;

•differing economic cycles and adverse economic conditions;

•unexpected changes in regulatory environments and government interference in the economy and the possibility that the U.S. could default on its debt obligations;

•increasing inflationary pressures and rising interests rates;

•varying tax regimes, including with respect to the imposition of withholding taxes on remittances and other payments by our partnerships or subsidiaries and the possibility that a U.S. person treated as owning at least 10% of our ordinary shares could be subject to adverse U.S. federal income tax consequences;

•differing labor regulations in locations where we have a significant number of employees;

•foreign exchange controls and restrictions on repatriation of funds;

•fluctuations in currency exchange rates;

•insufficient protection against product piracy and differing protections for IP rights;

•varying attitudes towards censorship and the treatment of information service providers by foreign governments, particularly in emerging markets;

•various trade restrictions (including trade and economic sanctions and export controls prohibiting or restricting transactions involving certain persons and certain designated countries or territories) and anti-corruption laws (including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010);

•possible difficulties in enforcing a U.S. judgment against us or our directors and officers residing outside the United States, or asserting securities law claims outside of the United States; and

•protecting your interests as a shareholder due to the differing rights of shareholders under Jersey law, where we are incorporated.

Our overall success as a global business depends, in part, on our ability to anticipate and effectively manage these risks, and there can be no assurance that we will be able to do so without incurring unexpected costs. If we are not able to manage the risks related to our international operations, our business, financial condition and results of operations may be materially affected.

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In addition, the international scope of our business operations subjects us to multiple overlapping tax regimes that can make it difficult to determine what our obligations are in particular situations. For example, we have been advised that we should be able to deliver the Merger Shares, consistent with our obligations under the Sponsor Agreement, to the recipients thereof without withholding for U.K. employment and related taxes. However, it is possible that His Majesty’s Revenue and Customs (“HMRC”) could dispute our position and proceed against us for the amount of such taxes, which could be significant and, if sustained, could adversely affect our cash flows and financial position. Although we believe we would ultimately prevail in any such a proceeding, there can be no assurance that we would not be required to pay a significant amount in settlement of any such a claim brought by HMRC.

Our indebtedness could adversely affect our business, financial condition, and results of operations.

Our indebtedness could have significant consequences on our future operations, including:

•making it more difficult for us to satisfy our debt obligations and our other ongoing business obligations, which may result in defaults;

•events of default if we fail to comply with the financial and other covenants contained in the agreements governing our debt instruments, which could result in all of our debt becoming immediately due and payable or require us to negotiate an amendment to financial or other covenants that could cause us to incur additional fees and expenses;

•sensitivity to interest rate increases on our variable rate outstanding indebtedness, which could result in increased interest under our credit facilities which could cause our debt service obligations to increase significantly;

•reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other general corporate purposes, and limiting our ability to obtain additional financing for these purposes;

•limiting our flexibility in planning for, or reacting to, and increasing our vulnerability to, changes in our business, the industries in which we operate, and the overall economy;

•placing us at a competitive disadvantage compared to any of our competitors that have less debt or are less leveraged;

•increasing our vulnerability to the impact of adverse economic and industry conditions; and

•if we receive a downgrade of our credit ratings, our cost of borrowing could increase, negatively affecting our ability to access the capital markets on advantageous terms, or at all.

Our ability to meet our payment and other obligations under our debt instruments depends on our ability to generate significant cash flow in the future. This, to some extent, is subject to general economic, financial, competitive, legislative and regulatory factors as well as other factors that are beyond our control. We cannot assure you that our business will generate cash flow from operations, or that future borrowings will be available to us under our existing or any future credit facilities or otherwise, in an amount sufficient to enable us to meet our debt obligations and to fund other liquidity needs. We may incur substantial additional indebtedness, including secured indebtedness, for many reasons, including to fund acquisitions. Such additional indebtedness may be subject to higher borrowing costs as a result of rising interest rates. If we add additional debt or other liabilities, the related risks that we face could intensify.

Our outstanding private placement warrants are accounted for as liabilities and are recorded at fair value with changes in fair value each period reported in earnings, which may cause volatility in our earnings and thus may have an adverse effect on the market price of our ordinary shares.

As described in our financial statements included in Part II, Item 8, to this Annual Report on Form 10-K, the Company accounts for its outstanding private placement warrants as liabilities at fair value on the balance sheet. The private placement warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of change in fair value as of the end of each period for which earnings are reported. The Company will continue to adjust the liability for changes in fair value until the earlier of exercise or expiration of the warrants. The volatility introduced by changes in fair value on earnings may have an adverse effect on the market price of our ordinary shares.

We have incurred impairment charges for our goodwill and may incur further impairment charges for our goodwill and other intangible assets, which would negatively impact our operating results.

In connection with the preparation of our financial statements for the quarter ended September 30, 2022, we performed an interim quantitative goodwill impairment assessment over our reporting units due to possible impairment indicators including worsening market considerations and macroeconomic conditions, such as increasing inflationary pressures and rising interest rates, and sustained declines in the Company’s share price during the period. As a result of the assessment, we

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recorded a goodwill impairment charge as of September 30, 2022 of $4,407.9 related to our ProQuest reporting unit, our former IP Management reporting unit and our former Patent reporting unit. The impairment charge recorded for the ProQuest reporting unit and the former IP Management reporting unit represented a total write-off of the goodwill associated with these respective reporting units.

We review goodwill for impairment at least annually in the fourth quarter of the year or more frequently if indicators of impairment arise, and should market conditions or macroeconomic conditions continue to deteriorate, including a rise in inflationary pressures and interest rates, or a decline in our results of operations, the result of such review may indicate a decline in the fair value of goodwill requiring additional impairment charges for the former Patent reporting unit or additional reporting units. In the event we are required to record an additional non-cash impairment charge to our goodwill, other intangibles, and/or long-lived assets, such a non-cash charge could have a material adverse effect on our consolidated statements of operations and balance sheets in the reporting period in which we record the charge. For additional information, see Part I, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Policies, Estimates and Assumptions-Goodwill and Indefinite-Lived Intangible assets.”

Our Board has adopted a Tax Benefits Preservation Plan, which may not protect the future availability of the Company’s tax assets in all circumstances and which could delay or discourage takeover attempts that some shareholders may consider favorable.

As of December 31, 2022, we had U.S. federal net operating losses (“NOLs”) and interest expense carryforwards totaling approximately $1,636.9, and comparable U.S. state carryforwards of approximately $495.0. Pursuant to Section 382 of the U.S. Internal Revenue Code of 1986, as amended, and the Treasury Regulations issued thereunder, a corporation that undergoes an “ownership change” is subject to limitations on its use of its existing NOL and interest expense carryforwards and certain other tax attributes (collectively, “Tax Assets”), which can be utilized in certain circumstances to offset future U.S. tax liabilities. A corporation generally undergoes an “ownership change” for purposes of Section 382 if one or more “5% shareholders” (as determined under Section 382) increase their ownership of the corporation’s stock by more than 50 percentage points over a rolling three-year period. In the event of such an “ownership change,” Section 382 imposes an annual limitation on the amount of post-change taxable income a corporation may offset with pre-change Tax Assets. Similar rules apply in various U.S. state and local jurisdictions. A small portion of our Tax Assets are currently subject to limitations under Section 382. However, with respect to the substantial majority of our Tax Assets, while we have in recent years experienced significant changes in the ownership of our stock, we do not believe we have undergone an “ownership change” that would limit our ability to use these Tax Assets. However, there can be no assurance that the Internal Revenue Service will not challenge this position.

On December 22, 2022, the Board of Directors adopted the Tax Benefits Preservation Plan (the “Tax Benefits Preservation Plan”) to help protect the future availability of the Company’s Tax Assets. The Tax Benefits Preservation Plan is intended to reduce the likelihood of such an “ownership change” at the Company by deterring any person or group that would be treated as a 5% shareholder from acquiring beneficial ownership, as determined for purposes of the Tax Benefits Preservation Plan, of either (i) 4.9% or more of the outstanding Ordinary Shares of the Company or (ii) 4.9% or more (by value) of the Company’s capital stock. It also deters existing shareholders who currently meet or exceed this ownership threshold from acquiring additional Company stock. See “Note 16 - Income Taxes” of our financial statements included in Part II, Item 8, to this Annual Report on Form 10-K for additional information on the terms and operation of the Tax Benefits Preservation Plan. However, there can be no assurance that the Tax Benefits Preservation Plan will prevent an “ownership change” from occurring for purposes of Section 382, and events outside of our control and which may not be subject to the Tax Benefits Preservation Plan, such as sales of our stock by certain existing shareholders, may result in such an “ownership change” in the future. While we currently have a full valuation allowance against our NOLs and other historic Tax Assets for financial accounting purposes, if we have undergone or in the future undergo an ownership change that applies to our Tax Assets, our ability to use these Tax Assets could be substantially limited after the ownership change, and this limit could have a substantial adverse effect on our cash flows and financial position.

While the Tax Benefits Preservation Plan is not principally intended to prevent a takeover, it may have an anti-takeover effect because an “acquiring person” thereunder may be diluted upon the occurrence of a triggering event. Accordingly, the Tax Benefits Preservation Plan may complicate or discourage a merger, tender offer, accumulations of substantial blocks of our stock, or assumption of control by a substantial holder of our securities. The Tax Benefits Preservation Plan should not interfere with any merger or other business combination approved by the Board of Directors. Because the Board of Directors

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may consent to certain transactions, the Tax Benefits Preservation Plan gives our Board of Directors significant discretion to act in the best interests of shareholders.

We have identified a material weakness in our internal control over financial reporting, and if we are not able to remediate the material weakness, or if we identify additional material weaknesses in the future or otherwise fail to design and maintain effective internal control over financial reporting, we may be unable to accurately report our results of operations, meet our reporting obligations or prevent misstatements due to fraud or error.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, as amended, our management is required to report on, and our independent registered public accounting firm is required to attest to, the effectiveness of our internal control over financial reporting. The rules governing the standards that must be met for management to assess our internal control over financial reporting are complex and require significant documentation, testing and possible remediation. Annually, we perform activities that include reviewing, documenting and testing our internal control over financial reporting. In addition, if we fail to maintain the adequacy of our internal control over financial reporting, we will not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002. If we fail to achieve and maintain an effective internal control environment, we could suffer misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could result in significant expenses to remediate any internal control deficiencies and lead to a decline in our stock price.

Subsequent to the original filing, the Company has reevaluated the effectiveness of the Company’s internal control over financial reporting and identified a material weakness in the Company’s 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 a company’s annual or interim financial statements will not be prevented or detected on a timely basis. For further discussion of the material weakness, see Item 9A, Controls and Procedures.

We may not be successful in promptly remediating the material weakness identified by management, or be able to identify and remediate additional control deficiencies, including material weaknesses, in the future. If not remediated, our failure to establish and maintain effective internal control over financial reporting could result in material misstatements in our financial statements and a failure to meet our reporting and financial obligations, each of which could have a material adverse effect on our financial condition and the trading price of our common stock.

7

PART II

Item 8. Financial Statements and Supplementary Data

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID 238)	9
Consolidated Balance Sheets as of December 31, 2022 and 2021	12
Consolidated Statements of Operations for the years ended December 31, 2022, 2021 and 2020	13
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2022, 2021 and 2020	14
Consolidated Statements of Changes in Equity for the years ended December 31, 2022, 2021 and 2020	15
Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020	17
Notes to the Consolidated Financial Statements	19

8

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Clarivate Plc

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Clarivate Plc and its subsidiaries (the “Company”) as of December 31, 2022 and 2021, and the related consolidated statements of operations, of comprehensive income (loss), of changes in equity and of cash flows for each of the three years in the period ended December 31, 2022, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO because a material weakness in internal control over financial reporting existed as of that date as the Company did not design and maintain effective controls related to the preparation and review of the footnote disclosures included in the Company’s consolidated financial statements, including controls related to the completeness and accuracy of the underlying information used in the preparation of the footnote disclosures.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. The material weakness referred to above is described in Management's Report on Internal Control over Financial Reporting appearing under Item 9A. We considered this material weakness in determining the nature, timing, and extent of audit tests applied in our audit of the 2022 consolidated financial statements, and our opinion regarding the effectiveness of the Company’s internal control over financial reporting does not affect our opinion on those consolidated financial statements.

Restatement of Management’s Conclusion Regarding Internal Control over Financial Reporting

Management and we previously concluded that the Company maintained effective internal control over financial reporting as of December 31, 2022. However, management has subsequently determined that a material weakness in internal control over financial reporting as the Company did not design and maintain effective controls related to the preparation and review of the footnote disclosures included in the Company’s consolidated financial statements, including controls related to the completeness and accuracy of the underlying information used in the preparation of the footnote disclosures, existed as of that date. Accordingly, management’s report has been restated and our present opinion on internal control over financial reporting, as presented herein, is different from that expressed in our previous report.

Change in Accounting Principle

As discussed in Note 3 to the consolidated financial statements, the Company changed the manner in which it accounts for credit losses in 2020.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in management's report referred to above. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

9

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill Impairment Assessments for Certain Reporting Units

As described in Notes 3, 8 and 10 to the consolidated financial statements, the Company’s consolidated goodwill balance was $2,876.5 million as of December 31, 2022. Management evaluates its goodwill for impairment at the reporting unit level, defined as an operating segment or one level below an operating segment, annually as of October 1 or more frequently if impairment indicators arise. A quantitative impairment assessment was performed as of September 30, 2022 over the Company’s reporting units due to possible impairment indicators, and this coincided with the Company’s change in organizational structure. This included quantitative assessments over the ProQuest reporting unit post-realignment and the former IP Management and Patent reporting units under the legacy structure. In determining the fair value of a reporting unit, management estimates the fair value using a discounted cash flow model under the income approach. The discounted cash flow model determines the fair value of a reporting unit based on the present value of estimated future cash flows, which include significant judgments related to projected revenue growth rates, operating margins, tax rates, terminal values and discount rates, among others. Based on the quantitative analysis performed in the third quarter of 2022, the Company recorded a goodwill impairment charge of $4,407.9 million as follows: (i) $1,745.8 million related to the ProQuest reporting unit within the A&G segment; (ii) $2,569.1 million related to the former IP Management reporting unit within the IP segment; and (iii) $93.0 million related to the former Patent reporting unit within the IP segment.

10

The principal considerations for our determination that performing procedures relating to the goodwill impairment assessments for the ProQuest and former IP Management and Patent reporting units is a critical audit matter are (i) the significant judgment by management when developing the fair value estimates of the reporting units; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to projected revenue growth rates, operating margins, terminal values, and discount rates; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessments, including controls over the determination of the reporting units, valuation of the ProQuest and former IP Management and Patent reporting units, and controls over the development of significant assumptions related to projected revenue growth rates, operating margins, terminal values and discount rates. These procedures also included, among others (i) testing management’s process for developing the fair value estimates of the reporting units; (ii) evaluating the appropriateness of the discounted cash flow models; (iii) testing the completeness and accuracy of underlying data used in the models; and (iv) evaluating the reasonableness of management’s significant assumptions related to projected revenue growth rates, operating margins, terminal values and discount rates. Evaluating management’s significant assumptions related to projected revenue growth rates, operating margins, and terminal values involved evaluating whether the assumptions used were reasonable considering (i) the consistency of the assumptions with external market and industry data; (ii) the past performance of the reporting units, and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of the discounted cash flow models and evaluating the reasonableness of management’s significant assumption related to the discount rates.

/s/ PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

March 1, 2023, except with respect to our opinion on internal control over financial reporting insofar as it relates to the effects of the matter discussed in the penultimate paragraph of Management’s Report on Internal Control Over Financial Reporting, as to which the date is October 12, 2023

We have served as the Company’s auditor since 2016.

11

CLARIVATE PLC

Consolidated Balance Sheets

(In millions, except share and per share data)

	As of December 31,
	2022		2021
Assets
Current assets:
Cash and cash equivalents	$	348.8	$	430.9
Restricted cash	8.0		156.7
Accounts receivable, net	872.1		906.4
Prepaid expenses	89.4		76.6
Other current assets	76.9		66.6
Total current assets	1,395.2		1,637.2
Property and equipment, net	54.5		83.8
Other intangible assets, net	9,437.7		10,392.4
Goodwill	2,876.5		7,904.9
Other non-current assets	97.9		50.8
Deferred income taxes	24.2		27.9
Operating lease right-of-use assets	58.9		86.0
Total Assets	$	13,944.9	$	20,183.0
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	101.4	$	129.2
Accrued compensation	132.1		150.6
Accrued expenses and other current liabilities	352.1		529.0
Current portion of deferred revenues	947.5		1,030.4
Current portion of operating lease liability	25.7		32.2
Current portion of long-term debt	1.0		30.6
Total current liabilities	1,559.8		1,902.0
Long-term debt	5,005.0		5,456.3
Warrant liabilities	21.0		227.8
Non-current portion of deferred revenues	38.5		54.2
Other non-current liabilities	119.1		142.7
Deferred income taxes	316.1		380.1
Operating lease liabilities	72.9		94.0
Total liabilities	7,132.4		8,257.1
Commitments and contingencies (Note 20)
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 December 31, 2022 and December 31, 2021	1,392.6		1,392.6
Ordinary Shares, no par value; unlimited shares authorized at December 31, 2022 and December 31, 2021; 674,408,668 and 683,139,210 shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively	11,744.7		11,827.9
Treasury shares, at cost; 0 and 547,136 shares as of December 31, 2022 and December 31, 2021, respectively	—		(16.9)
Accumulated other comprehensive (loss) income	(665.9)		326.7
Accumulated deficit	(5,658.9)		(1,604.4)
Total shareholders’ equity	6,812.5		11,925.9
Total Liabilities and Shareholders’ Equity	$	13,944.9	$	20,183.0

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

CLARIVATE PLC

Consolidated Statements of Operations

(In millions, except per share data)

	Year Ended December 31,
	2022		2021		2020
Revenues, net	$	2,659.8	$	1,876.9	$	1,254.1
Operating expenses:
Cost of revenues	954.0		626.1		438.8
Selling, general and administrative costs	729.9		643.0		544.7
Depreciation and amortization	710.5		537.8		303.2
Restructuring and impairment	66.7		129.5		56.1
Goodwill impairment	4,449.1		—		—
Other operating (income) expense, net	(324.8)		27.5		(52.4)
Total operating expenses	6,585.4		1,963.9		1,290.4
Income (loss) from operations	(3,925.6)		(87.0)		(36.3)
Mark to market (gain) loss on financial instruments	(206.8)		(81.3)		205.1
Interest expense and amortization of debt discount, net	270.3		252.5		111.9
Income (loss) before income taxes	(3,989.1)		(258.2)		(353.3)
(Benefit) provision for income taxes	(28.9)		12.3		(2.7)
Net income (loss)	(3,960.2)		(270.5)		(350.6)
Dividends on preferred shares	75.4		41.5		—
Net income (loss) attributable to ordinary shares	$	(4,035.6)	$	(312.0)	$	(350.6)
Per share:
Basic	$	(5.97)	$	(0.49)	$	(0.82)
Diluted	$	(6.24)	$	(0.61)	$	(0.82)
Weighted average shares used to compute earnings per share:
Basic	676.1		631.0		427.0
Diluted	678.6		640.8		427.0

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

13

CLARIVATE PLC

Consolidated Statements of Comprehensive Income (Loss)

(In millions)

	Year Ended December 31,
	2022		2021		2020
Net loss	$	(3,960.2)	$	(270.5)	$	(350.6)
Other comprehensive income (loss), net of tax:
Interest rate swaps, net of tax of $11.7, $1.6 and $0	37.0		4.8		(1.0)
Defined benefit pension plans, net of tax (benefit) provision of $0, $0 and $(0.1)	2.9		(0.6)		(0.7)
Foreign currency translation adjustment	(1,032.5)		(169.9)		499.0
Total other comprehensive (loss) income, net of tax	(992.6)		(165.7)		497.3
Comprehensive (loss) income	$	(4,952.8)	$	(436.2)	$	146.7

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

14

CLARIVATE PLC

Consolidated Statements of Changes in Equity

(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, 2019	306.9	$	2,144.4	—	$	—	—	$	—	$	(4.9)	$	(890.9)	$	1,248.6
Adjustment to opening Accumulated deficit related to adoption of ASC Topic 326	—	—		—	—		—	—		—		(9.3)		(9.3)
Exercise of public warrants	28.9	277.5		—	—		—	—		—		—		277.5
Exercise of Private Placement Warrants	0.3	4.1		—	—		—	—		—		—		4.1
Exercise of stock options	12.0	2.1		—	—		—	—		—		—		2.1
Vesting of restricted stock units	0.3	—		—	—		—	—		—		—		—
Shares returned to the Company for net share settlements	(7.3)	(33.1)		—	—		—	—		—		—		(33.1)
Issuance of ordinary shares, net	265.2	7,558.8		—	—		—	—		—		—		7,558.8
Share-based award activity	—	35.4		—	—		—	—		—		—		35.4
Treasury shares	—	—		—	—		6.3	(196.0)						(196.0)
Net loss	—	—		—	—		—	—		—		(350.6)		(350.6)
Other Comprehensive income	—	—		—	—		—	—		497.3		—		497.3
Balance at December 31, 2020	606.3	$	9,989.2	—	$	—	6.3	$	(196.0)	$	492.4	$	(1,250.8)	$	9,034.8
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	3.1	18.6		—	—		—	—		—		—		18.6
Vesting of restricted stock units	1.0	—		—	—		—	—		—		—		—
Shares returned to the Company for net share settlements	(1.7)	(24.9)		—	—		—	—		—		—		(24.9)
Issuance of ordinary shares, net	257.3	6,980.6		—	—		—	—		—		—		6,980.6
Share-based award activity	—	56.2		—	—		—	—		—		—		56.2
Repurchases of ordinary shares	—	—		—	—		(183.8)	(5,211.5)		—		—		(5,211.5)
Retirement of treasury shares	(183.8)	(5,211.5)		—	—		183.8	5,211.5		—		—		—

CLARIVATE PLC

Consolidated Statements of Changes in Equity

(In millions)

	Ordinary Shares			Preferred Shares			Treasury Shares			Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Shareholders’  Equity
	Shares	Amount		Shares	Amount		Shares	Amount
Issuance of preferred shares, net	—	—		14.4	1,392.6		—	—		—		—		1,392.6
Issuance of treasury shares, net	—	—		—	—		(5.8)	179.1		—		(41.6)		137.5
Dividends to preferred stockholders	0.7	16.1		—	—		—	—		—		(41.5)		(25.4)
Net loss	—	—		—	—		—	—		—		(270.5)		(270.5)
Other comprehensive loss	—	—		—	—		—	—		(165.7)		—		(165.7)
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
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	0.4	0.9		—	—		—	—		—		—		0.9
Vesting of restricted stock units	2.9	—		—	—		—	—		—		—		—
Shares returned to the Company for net share settlements	(1.3)	(14.9)		—	—		—	—		—		—		(14.9)
Share-based award activity	—	98.1		—	—		—	—		—		—		98.1
Repurchases of ordinary shares	(10.7)	—		—	—		10.7	(175.0)		—		—		(175.0)
Retirement of treasury shares	—	(167.3)		—	—		(10.7)	175.0		—		(7.7)		—
Sale of treasury shares	0.5	—		—	—		(0.5)	16.9		—		(11.2)		5.7
Dividends to preferred shareholders	—	—		—	—		—	—		—		(75.4)		(75.4)
Net loss	—	—		—	—		—	—		—		(3,960.2)		(3,960.2)
Other comprehensive loss	—	—		—	—		—	—		(992.6)		—		(992.6)
Balance at December 31, 2022	674.4	$	11,744.7	14.4	$	1,392.6	—	$	—	$	(665.9)	$	(5,658.9)	$	6,812.5

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

16

CLARIVATE PLC

Consolidated Statements of Cash Flows

(In millions)

	Year Ended December 31,
	2022		2021		2020
Cash Flows From Operating Activities
Net loss	$	(3,960.2)	$	(270.5)	$	(350.6)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	710.5		537.8		303.2
Deferred income taxes	(54.3)		(13.3)		(45.5)
Share-based compensation	93.9		33.3		34.2
Restructuring and impairment, including Goodwill	4,478.5		48.2		5.2
Loss (gain) on foreign currency forward contracts	1.2		6.9		(2.9)
Mark to market (gain) loss on contingent shares	—		(25.1)		25.2
Mark to market (gain) loss on financial instruments	(206.8)		(81.3)		205.1
Gain on sale from divestitures	(278.5)		—		(29.2)
Amortization of debt issuance costs	16.4		13.2		5.8
Other operating activities	(19.5)		6.6		5.9
Changes in operating assets and liabilities:
Accounts receivable	(28.3)		(64.1)		29.9
Prepaid expenses	(17.1)		2.7		5.7
Other assets	(45.4)		27.7		45.7
Accounts payable	(24.0)		31.2		(2.9)
Accrued expenses and other current liabilities	(114.4)		85.9		(54.8)
Deferred revenues	(9.3)		0.2		80.7
Operating lease right of use assets	14.9		3.4		5.3
Operating lease liabilities	(24.5)		(25.8)		(6.1)
Other liabilities	(23.8)		6.8		3.6
Net cash provided by operating activities	$	509.3	$	323.8	$	263.5
Cash Flows From Investing Activities
Capital expenditures	(202.9)		(118.5)		(107.7)
Payments for acquisitions and cost method investments, net of cash acquired	(24.8)		(3,930.3)		(2,922.5)
Proceeds from divestitures, net of cash and restricted cash	285.0		4.3		41.4
Net cash provided by (used in) investing activities	$	57.3	$	(4,044.5)	$	(2,988.8)
Cash Flows From Financing Activities
Proceeds from issuance of debt	—		2,000.0		1,960.0
Proceeds from revolving credit facility	—		175.0		60.0
Redemption of Notes not exchanged	—		(157.4)		—
Principal payments on term loan	(321.5)		(28.6)		(12.6)
Repayments of revolving credit facility	(175.0)		—		(125.0)
Payment of debt issuance costs and discounts	(2.1)		(32.5)		(38.2)
Contingent purchase price payment	—		—		(7.8)
Proceeds from issuance of preferred shares	—		1,392.6		—
Proceeds from issuance of ordinary shares	—		728.0		843.7
Proceeds from issuance of treasury shares	5.7		139.9		—
Repurchases of ordinary shares	(175.0)		(159.4)		—
Cash dividends on preferred shares	(75.4)		(18.9)		—
Proceeds from warrant exercises	—		—		277.5
Proceeds from stock options exercised	0.9		18.6		2.1
Payments related to finance lease	(1.9)		(0.2)		—
Payments related to tax withholding for stock-based compensation	(14.9)		(24.9)		(33.1)

17

CLARIVATE PLC

Consolidated Statements of Cash Flows

(In millions)

	Year Ended December 31,
	2022		2021		2020
Net cash (used in) provided by financing activities	$	(759.2)	$	4,032.2	$	2,926.6
Effects of exchange rates	(38.2)		3.7		(5.0)
Net (decrease) increase in cash and cash equivalents	(82.1)		173.1		181.6
Net (decrease) increase in restricted cash	(148.7)		142.1		14.7
Net (decrease) increase in cash and cash equivalents, and restricted cash	$	(230.8)	$	315.2	$	196.3
Beginning of period:
Cash and cash equivalents	430.9		257.7		76.1
Restricted cash	156.7		14.7		—
Total cash and cash equivalents, and restricted cash, beginning of period	$	587.6	$	272.4	$	76.1
End of period:
Cash and cash equivalents	348.8		430.9		257.7
Restricted cash	8.0		156.7		14.7
Total cash and cash equivalents, and restricted cash, end of period	$	356.8	$	587.6	$	272.4
Supplemental Cash Flow Information:
Cash paid for interest	251.5		182.4		97.5
Cash paid for income tax	63.7		33.9		27.6
Capital expenditures included in accounts payable	11.7		8.7		7.8
Non-Cash Financing Activities:
Shares issued and returned for funding of CPA Global Equity Plan	—		—		(196.0)
Shares issued to Capri Acquisition Topco Limited	—		5,052.2		—
Retirement of treasury shares	(175.0)		(5,211.5)		—
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		—
Shares issued as dividends on our 5.25% Series A Mandatory Convertible Preferred Shares	—		16.1		—
Dividends accrued on our 5.25% Series A Mandatory Convertible Preferred Shares	6.5		6.5		—
Total Non-Cash Financing Activities	$	(168.5)	$	(31.2)	$	(196.0)

    

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

18

CLARIVATE PLC

Notes to the Consolidated Financial Statements

(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 information, analytics, professional services and workflow solutions that enable users across government and academic institutions, life science and healthcare companies, corporations and law firms to power the entire innovation lifecycle, from cultivating curiosity to protecting the world's critical intellectual property assets. During the third quarter of 2022, the Company realigned its organization's structure and the composition of its reportable segments, which also resulted in a change to its goodwill reporting units. Clarivate has three reportable segments: Academia & Government ("A&G"), Life Sciences & Healthcare ("LS&H"), and Intellectual Property ("IP"). Our segment structure is organized based on the products we offer and the markets they serve. Segment results for all periods presented have been recast to conform to the current presentation. See Note 19 - Segment Information, for additional information on the Company's reportable segments.

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 ordinary shares sold by selling shareholders included 10.6 million ordinary shares from Onex, 4.1 million ordinary shares from Baring and 0.7 million ordinary shares from Directors, Executive Officers and other shareholders. 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 fund a portion of the purchase 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 Mandatory Convertible Preferred Shares ("MCPS") which included 1.9 million of our mandatory convertible preferred shares that the underwriters purchased pursuant to their option to purchase additional shares. The Company received approximately $1,392.7 in net proceeds from the mandatory convertible preferred share offering, after deducting underwriting discounts and estimated offering expenses payable. We used the net proceeds to fund a portion of the purchase for the ProQuest acquisition, which was completed on December 1, 2021.

In September 2021, certain selling shareholders completed an underwritten public offering of 25.0 million of our ordinary shares at a share price of $25.25, The ordinary shares sold by selling shareholders included 18.0 million ordinary shares from Onex and 7.0 million ordinary shares from Baring. The Company did not receive any proceeds from the sale of ordinary shares by the selling shareholders. After giving effect to these offerings, Onex and Baring owned approximately 6.7% and 2.6%, respectively, of the Company's ordinary shares.

Risks and Uncertainties

COVID-19 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 modifications and precautionary measures to our daily operations. The Company cannot reasonably estimate the full impact on our business, financial condition and results of operations from any new COVID-19 strains that may emerge or any future pandemic, 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 macroeconomic conditions, security conditions, currency exchange, and financial markets, the short and long-term implications of Russia’s invasion of Ukraine are not possible to predict. We do not expect any direct impacts to our business to be material, but we are not currently able to predict any indirect impacts on the global economy and how those could negatively affect our business in the future. However, revenue growth in 2022 was slightly impacted by our

19

CLARIVATE PLC

Notes to the Consolidated Financial Statements

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

decision to cease commercial operations in Russia in March 2022. We continue to monitor any evolving impacts of this conflict and its effects on the global economy and geopolitical landscape.

Note 2: Basis of Presentation

The accompanying Consolidated Financial Statements for the years ended December 31, 2022, 2021 and 2020 were prepared in conformity with U.S. GAAP. The Consolidated Financial Statements of the Company include the accounts of all of its subsidiaries. Subsidiaries are entities over which the Company has control, where control is defined as the power to govern financial and operating policies. Generally, the Company has a shareholding of more than 50% of the voting rights in its subsidiaries. The effect of potential voting rights that are currently exercisable is considered when assessing whether control exists. Subsidiaries are fully consolidated from the date control is transferred to the Company, and are de-consolidated from the date control ceases. Intercompany accounts and transactions have been eliminated in consolidation.

The Employee Benefit Trust ("EBT") associated with the CPA Global Equity Plan was consolidated on October 1, 2020. The EBT did not hold any shares as treasury shares as of December 31, 2022. As of December 31, 2021, the EBT held Clarivate shares that were recorded as treasury shares as they were legally issued but not outstanding. Refer to Note 14 - Shareholders’ Equity for additional information. The EBT holds cash that is classified as restricted cash on the Consolidated Balance Sheet as on December 31, 2022 and December 31, 2021.

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. Additionally, certain reclassifications and revisions of prior period data have been made to conform to the current year's presentation.

Note 3: Summary of Significant Accounting Policies

Principles of Consolidation

The accompanying Consolidated Financial Statements include the accounts and operations of the Company, and its subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in the Consolidated Financial Statements and accompanying notes. Actual results could differ from those estimates. The most important of these relate to share-based compensation expenses, revenue recognition, the allowance for doubtful accounts, internally developed computer software, valuation of goodwill and other identifiable intangible assets, determination of the projected benefit obligations of the defined benefit plans, income taxes, fair value of stock options, derivatives and financial instruments, contingent earn-out, and the tax related valuation allowances. On an ongoing basis, management evaluates these estimates, assumptions and judgments, in reference to historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Cash and Cash Equivalents

Cash and cash equivalents is comprised of cash on hand and short-term deposits with an original maturity at the date of purchase of three months or less.

Restricted Cash

The Company held $8.0 and $156.7 of restricted cash as of December 31, 2022 and 2021, respectively. Restricted cash as of December 31, 2021 primarily included the cash received from the sale of treasury shares from the Employee Benefit Trust established for the CPA Equity Plan in December 2021, which was subsequently paid in the first quarter of 2022.

Accounts Receivable

Through the adoption of ASU 2016-13 and the related standards, the Company revised its policy regarding the recognition of expected credit losses and for its accounts receivable portfolio.

20

CLARIVATE PLC

Notes to the Consolidated Financial Statements

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

Accounts receivable are recorded at the amount invoiced to customers and do not bear interest. The Company estimates credit losses for trade receivables by aggregating similar customer types, because they tend to share similar credit risk characteristics, taking into consideration the number of days the receivable is past due. Provision rates for the allowance for doubtful accounts are based upon the historical loss method by evaluating factors such as the length of time receivables are past due and historical collection experience. Additionally, provision rates are based upon current and future economic and competitive environment factors that could impact the collectability of the receivable. Trade and other receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include past due status greater than 360 days or bankruptcy of the debtor.

Concentration of Credit Risk

Accounts receivable are the primary financial instrument that potentially subjects the Company to significant concentrations of credit risk. Accounts receivable represents arrangements in which services were transferred to a customer before the customer pays consideration or before payment is due. Contracts with payment in arrears are recognized as receivables after the Company considers whether a significant financing component exists. The Company does not require collateral or other securities to support customer receivables. Management performs ongoing credit evaluations of its customers’ financial condition and limits the amount of credit extended when deemed appropriate. Credit losses have been immaterial and reasonable within management’s expectations. Our ten largest customers represented only 7% of revenues for the year ended December 31, 2022.

The Company maintains its cash and cash equivalent balances with high-quality financial institutions and consequently, the Company believes that such funds are subject to minimal credit risk.

Property and Equipment, net

Generally, property and equipment are recorded at cost and are depreciated over the respective estimated useful lives. Depreciation is computed using the straight‑line method. Repair and maintenance costs are expensed as incurred. The cost and related accumulated depreciation of sold or retired assets are removed from the accounts and any gain or loss is included within Loss from operations in the Consolidated Statements of Operations.

The estimated useful lives are as follows:

Computer hardware	3 years
Furniture, fixtures and equipment	5-7 years
Leasehold improvements	Lesser of lease term or estimated useful life

Internally Developed Software and Content

Internally Developed Software — Development costs related to internally generated software are capitalized once a project has progressed beyond a conceptual, preliminary stage to that of the application development stage. Costs of significant improvements or enhancements on existing software for internal use, both internally developed and purchased, are also capitalized. Costs related to the preliminary project stage, data conversion and post-implementation/operation stage of an internal use software development project are expensed as incurred. Capitalized costs are amortized over five years, which is the estimated useful life of the related software. Purchased software is amortized over three years, which is the estimated useful life of the related software.

Content — Costs related to the acquisition of source materials, content selection, document processing, editing, abstracting, and indexing are capitalized. The Company also capitalizes internal and external costs associated with the development of product-related software that adds functionality and improves the customer’s ability to search the Company’s content. The Company does not capitalize any costs associated with research and development or marketing. These capitalized costs are amortized over a two to five year useful life.

Both internally developed software and content are evaluated for impairment whenever circumstances indicate the carrying amount may not be recoverable. The test for impairment compares the carrying amounts with the sum of undiscounted cash flows related to the asset. If the carrying value is greater than the undiscounted cash flows of the asset, the asset is written down to its estimated fair value.

21

CLARIVATE PLC

Notes to the Consolidated Financial Statements

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

Business Combinations

We include the results of operations of the businesses that we acquire as of the acquisition date. We allocate the purchase price of the acquisitions to the assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase price over the fair values of identifiable assets and liabilities is recorded as goodwill. Acquisition-related expenses, other than those associated with the issuance of debt or equity securities, are recognized separately from the business combination and are expensed as incurred.

Identifiable Intangible Assets, net

Upon acquisition, identifiable intangible assets are recorded at fair value and are carried at cost less accumulated amortization or accumulated impairment for indefinite-lived intangible assets. Useful lives are reviewed at the end of each reporting period and adjusted if appropriate. Fully amortized assets are retained at cost and accumulated amortization accounts until such assets are derecognized.

Customer Relationships — Customer relationships primarily consist of customer contracts and customer relationships arising from such contracts.

Databases and Content — Databases and content primarily consists of repositories of the Company’s specific financial and customer information and intellectual content.

Developed Technology — Developed technology primarily consists of proprietary technology used for healthcare data, analytics, and insights products and services.

Backlog — Backlog primarily consists of orders and contracts received for which performance has not occurred prior to being acquired by the Company.

Non-compete agreements — Non-compete agreements primarily consist of agreements with employees of acquired entities to ensure that if they cease employment with the Company, they will not involve themselves with competition of the business for a given duration.

Trade Names — Trade names consist of purchased brand names that the Company continues to use.

Where applicable, intangible assets are amortized on a straight-line basis over their estimated useful lives as follows:

Customer relationships	2 – 23 years
Databases and content	2 – 20 years
Developed technology	3 – 14 years
Computer software	5 years
Finite-lived trade names	2 - 18 years
Non-compete agreements	5 years
Backlog	4 years
Indefinite-lived trade names	Indefinite

Impairment of Long-Lived Assets

Residual values and useful lives are reviewed at the end of each reporting period and adjusted if appropriate. The Company evaluates its long-lived assets, including computer hardware and other property, computer software, and finite-lived intangible assets for impairment whenever circumstances indicate that their carrying amounts may not be recoverable. Recoverability of these assets is measured by comparison of the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate over its remaining life. An asset is assessed for impairment at the lowest level that the asset generates cash inflows that are largely independent of cash inflows from other assets. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. As a result of restructuring initiatives, the Company recorded non-cash impairment for leases during each of the years ended December 31, 2020, 2021, and 2022. See Note 22 - Restructuring and Impairment for further information.

22

CLARIVATE PLC

Notes to the Consolidated Financial Statements

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

Goodwill and Indefinite-Lived Intangible Assets

Goodwill represents the excess of purchase price and related costs over the value assigned to the net tangible and identifiable intangible assets of businesses acquired. Goodwill and indefinite-lived intangible assets are not amortized, but instead are tested for impairment annually as of the first day of the fourth quarter, or more frequently if events or changes in circumstances indicate that the asset might be impaired.

Goodwill impairment testing is performed at the reporting unit level which is defined as the operating segment or one level below the operating segment. As part of our annual goodwill impairment testing, the Company has the option to first perform qualitative testing to determine whether it is more likely than not (a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying value, which is based on an evaluation of the events and circumstances that occurred during the year. If we bypass the qualitative assessment, or if the qualitative assessment indicates that quantitative analysis should be performed, we evaluate goodwill for impairment by comparing the estimated fair value of a reporting unit with its carrying amount, including goodwill. The Company estimates the fair value of a reporting unit using the income approach. Under the income approach, a discounted cash flow ("DCF") model is used to determine fair value based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate. The Company uses its internal forecasts to estimate future cash flows and includes an estimate of long-term future growth rates. Significant judgments inherent in these analyses include, but are not limited to, projected revenue growth rates and operating margins, tax rates, terminal values, and discount rates. The inputs utilized in the analysis are classified as Level 3 inputs within the fair value hierarchy. Changes in these estimates and assumptions could materially affect the determination of estimated fair value. Any such impairment charge would be recognized in full in the reporting period in which it has been identified, which could have a material adverse effect on our financial condition or results of operations.

The Company has indefinite-lived intangible assets related to trade names. As part of our annual indefinite-lived intangible asset impairment testing, the Company has the option to first perform qualitative testing by evaluating whether any events and circumstances occurred that provide evidence that it is more likely than not that the indefinite-lived assets are impaired. If, based on our evaluation of the events and circumstances that occurred during the year we do not believe that it is more likely than not that the indefinite-lived assets are impaired, no quantitative impairment test is required. If the Company chooses not to complete a qualitative assessment, or if the initial assessment indicates that it is more likely than not that the carrying value exceeds the estimated fair value, additional quantitative testing is performed. The quantitative test for impairment is performed using the relief-from-royalty method under the income approach to determine the fair value based on the present value of estimated future cash flows that the indefinite-lived intangible asset can be expected to generate in the future. Significant judgments inherent in the analysis include estimating the amount and timing of future cash flows and the selection of appropriate discount rates, royalty rates and long-term growth rate assumptions. Changes in these estimates and assumptions could materially affect the determination of estimated fair value and could result in an impairment charge. Any such impairment charge would be recognized in full in the reporting period in which it has been identified, which could have a material adverse effect on our financial condition or results of operations.

Leases

We determine if an arrangement is a lease at inception. Operating leases are included in Operating lease right-of-use (“ROU”) assets, Current portion of operating lease liability, and Operating lease liabilities on our Consolidated Balance Sheets.

Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

We have lease agreements with lease and non-lease components, which are accounted as a single lease component. Additionally, for certain equipment leases, we apply a portfolio approach to effectively account for the operating lease ROU assets and liabilities.

Debt

23

CLARIVATE PLC

Notes to the Consolidated Financial Statements

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

Debt is recognized initially at par value, net of any applicable discounts or financing costs. Debt is subsequently stated at amortized cost with any difference between the proceeds (net of transactions costs) and the redemption value recognized in the Consolidated Statements of Operations over the term of the debt using the effective interest method. Interest on indebtedness is expensed as incurred. Debt is classified as a current liability when due within 12 months after the end of the reporting period.

Warrant Liabilities

We used a third-party specialist to fair value the awards using the Monte Carlo simulation approach. The assumptions included in the model include, but are not limited to, risk-free interest rate, expected volatility of stock prices for the Company and its peer group, and dividend yield. A discount for the lack of marketability ("DLOM") is applied to shares that are subject to remaining post vesting lock up restrictions.

Foreign Exchange Forward Contracts

The Company periodically enters into foreign currency contracts that are not designated as hedges as defined under ASC 815. The purpose of these derivative instruments is to help manage the Company’s exposure to foreign exchange rate risks. These contracts are initially recognized at fair value at the date the contracts are entered into and are subsequently remeasured to their fair value at the end of each reporting period. These contracts generally do not exceed 180 days in duration, and these instruments are carried as assets when the fair value is positive (Other current assets on the Consolidated Balance Sheets), and as liabilities when the fair value is negative (Other current liabilities on the Consolidated Balance Sheets). The resulting gain or loss is recognized in profit or loss (other operating income (expense), net) immediately.

Interest Rate Swaps

The Company has interest rate swaps with counterparties to reduce its exposure to variability in cash flows relating to interest payments on a portion of its outstanding first lien senior secured term loan facility (“Term Loan Facility”). The Company applies hedge accounting and has designated these instruments as cash flow hedges of the risk associated with floating interest rates on designated future quarterly interest payments. Management assumes the hedge is highly effective and therefore changes in the value of the hedging instrument are recorded in Accumulated other comprehensive income (loss) in the Consolidated Balance Sheets. Any ineffectiveness is recorded in earnings. Amounts in Accumulated other comprehensive income (loss) are reclassified into earnings in the same period during which the hedged transactions affect earnings, or upon termination of the hedging relationship.

Fair Value of Financial Instruments

In determining fair value, the use of various valuation methodologies, including market, income and cost approaches is permissible. The Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability. The accounting guidance for fair value measurements establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value based on the reliability of inputs. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s interest rate swap derivative instruments are classified as Level 2. Earn-out liabilities and defined benefit plan assets are classified as Level 3.

The Company assesses the fair value of the foreign exchange forward contracts, considering current and anticipated movements in future interest rates and the relevant currency spot and future rates available in the market. The Company also receives and reviews third party valuation reports to corroborate our determination of fair value. Accordingly, these instruments are classified as Level 2 inputs.

Contingent Considerations

The Company records liabilities for the estimated cost of such contingencies when expenditures are probable and reasonably estimable. A significant amount of judgment is required to estimate and quantify the potential liability in these matters. We engage outside experts as deemed necessary or appropriate to assist in the calculation of the liability, however management is responsible for evaluating the estimate. As information becomes available regarding changes in circumstances for ongoing contingent considerations, our potential liability is reassessed and adjusted as necessary. See Note 20 - Commitments and Contingencies for further information on contingencies.

24

CLARIVATE PLC

Notes to the Consolidated Financial Statements

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

Treasury Shares

Shares repurchased by the company from the open market or shares held in the EBT as previously discussed are classified within equity as Treasury shares and are recorded at the fair value on the date of acquisition. When Clarivate reissues treasury shares at an amount greater (less) than it paid to repurchase the shares, it realizes a gain (loss) on the reissuance of the shares. This gain or loss is recognized within shareholders’ equity. Management has elected to utilize the FIFO method for determining the gains and losses from sales of Treasury shares.

Taxation

The Company recognizes income taxes under the asset and liability method. Our income tax expense, deferred tax assets and liabilities, and reserves for unrecognized tax benefits reflect our best assessment of estimated current and future taxes to be paid. Significant judgments and estimates are required in determining the consolidated income tax expense for financial statement purposes. Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts in the future. In assessing the realizability of deferred tax assets, we consider projected future taxable income by tax jurisdiction and prudent and feasible tax planning strategies. The Company records a valuation allowance to reduce deferred tax assets to the net realizable value that is more likely than not to be realized.

Changes in tax laws and tax rates could also affect recorded deferred tax assets and liabilities in the future. The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in a multitude of jurisdictions across our global operations. ASC Topic 740, Income Taxes, states that a benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits. The Company first records unrecognized tax benefits as liabilities in accordance with ASC 740 and then adjusts these liabilities when our judgment changes as a result of the evaluation of new information not previously available at the time of establishing the liability. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the unrecognized tax benefit liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available.

Interest accrued related to unrecognized tax benefits and income tax related penalties are included in the benefit (provision) for income taxes.

Deferred tax is provided on taxable temporary differences arising on investments in foreign subsidiaries, except where we intend, and are able, to reinvest such amounts on a permanent basis.

Revenue Recognition

The Company derives revenue by selling information on a subscription and single transaction basis as well as from performing professional services. The Company recognizes revenue when control of these services are transferred to the customer for an amount, referred to as the transaction price, that reflects the consideration to which the Company is expected to be entitled in exchange for those goods or services. The Company determines revenue recognition utilizing the following five steps: (1) identification of the contract with a customer, (2) identification of the performance obligations in the contract (promised goods or services that are distinct), (3) determination of the transaction price, (4) allocation of the transaction price to the performance obligations, and (5) recognition of revenue when, or as, the Company transfers control of the product or service for each performance obligation. Revenue is recognized net of discounts and rebates, as well as value added and other sales taxes. Cash received or receivable in advance of the delivery of the services or publications is included in deferred revenues. The Company disaggregates revenue based on revenue recognition pattern. Subscription based revenues recognize revenue over time, whereas our re-occurring revenues recognize revenue at a point in time. Our transactional and other revenues recognize revenue at a point in time and other revenues relating to professional services recognize revenue over time. The Company believes subscription, re-occurring and transactional and other revenues is reflective of how the Company manages the business. The revenue recognition policies for the Company’s revenue streams are discussed below.

25

CLARIVATE PLC

Notes to the Consolidated Financial Statements

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

Subscription Revenues

Subscription-based revenues are recurring revenues that are earned under annual, evergreen or multi-year contracts pursuant to which we license the right to use our products to our customers or provide maintenance services over a contractual term. Revenues from the sale of subscription data, maintenance services, and analytics solutions are recognized ratably over the contractual period. Subscription revenues are typically generated either on (i) an enterprise basis, meaning that the organization has a license for the particular product or service offering and then anyone within the organization can use it at no additional cost, (ii) a seat basis, meaning each individual that uses the particular product or service offering has to have his or her own license, or (iii) a unit basis, meaning that incremental revenues are generated on an existing subscription each time the product is used (e.g., a trademark or brand is searched or assessed).

Re-occurring Revenues

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

Transactional and Other Revenues

Transactional and other revenues are revenues that are earned under contracts for specific deliverables that are typically quoted on a product, data set or project basis and often derived from repeat customers, including customers that also generate subscription-based revenues. Transactional content sales are usually delivered to the customer instantly or in a short period of time, at which time revenues are recognized. Transactional and other revenues are typically generated on a unit basis, although for certain product and service offerings transactional and other revenues are generated on a seat basis. Transactional and other revenues may involve sales to the same customer on multiple occasions but with different products or services comprising the order.

Other revenues relate to professional services including implementation for software and software as a service ("SaaS") subscriptions. These contracts vary in length from several months to years for multi-year projects. Revenue is recognized over time utilizing a reasonable measure of progress depicting the satisfaction of the related performance obligation. Other revenues also includes one-time perpetual archive license ("PAL") revenues.

Performance Obligations

Content Subscription: Content subscription performance obligations are most prevalent in the Web of Science, Derwent, CPA Global, ProQuest and Life Sciences product lines. Content subscriptions are subscriptions that can only be accessed through the Company’s online platform for a specified period of time through downloads or access codes. On-premise the software is purchased by the customer and installed directly onto the customer’s own operating systems. In addition to the primary content subscription, these types of performance obligations can often include other performance obligations, such as training subscriptions, access to historical content, software licenses, professional services, maintenance and other optional content. Revenue for these performance obligations are primarily recognized over the length of the contract (i.e., subscription revenue). In case of software sold as a subscription, the cloud based hosted services and post-sales support and maintenance are considered as one performance obligation distinct from other services in the contract. Within the Life Sciences product line and resulting from the DRG acquisition, the Company provides analytics and syndicated research and syndicated databases through subscription and membership contracts and through the sale of single reports from the syndicated series. Subscription based revenues are recognized ratably over the period that the service is being provided, generally one year.

There are instances where Content Subscription revenue could be recognized upon delivery (i.e., transactional and other revenues). Historical content and some optional content can be purchased via a perpetual license, which would be recognized upon delivery. Fees are typically paid annually at the beginning of each term. Additionally, within the Life Sciences product line and resulting from the DRG acquisition, the Company sells certain studies and reports on a single requisition basis to customers. Revenue from the sale of single reports is recognized at a point in time of delivery if all other revenue recognition criteria are met. Packages of select single reports are recognized pro rata as the individual reports are delivered if all other revenue recognition criteria are met based on estimated selling price.

26

CLARIVATE PLC

Notes to the Consolidated Financial Statements

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

SaaS Subscription: Software-as-a-Service (“SaaS”) software is hosted centrally on a cloud-based system and usage is licensed on an annual subscription fee basis. The company earns revenue from selling SaaS subscriptions where customers purchase on demand access to hosted software products. Revenue from software subscription agreements, a portion of which are for multiple year terms, is recognized ratably over the term of the subscriptions, including any free trial periods before or after the paid subscription term. Revenue from professional services related to SaaS implementation are recognized by the percentage of completion method, determined by the ratio between the actual hours incurred and the total anticipated hours.

Perpetual Archive Licenses ("PAL"): This performance obligation relates to the ProQuest product line. Customers purchase perpetual archive licenses to collections, periodicals, eBooks, and other resources contained in the Company’s databases. The Company will grant access to the platform or service at the time of contract inception and the PAL product is for the customer to own forever. However, the online access to the PAL product is limited by time and if customer wishes to extend the online access, the customer must pay a continuing service fee and if the customer chooses not to pay, the Company will send a hard copy (CD or DVD) of the PAL material. The Company records revenue on the date when the customer is granted access to the license/service and revenue is recognized at a point in time.

Search Services: This performance obligation relates to the CompuMark product line. It is a comprehensive search report across multiple databases for a proposed trademark. The report is compiled by Clarivate’s analysts and sent to customers. Revenue is recognized upon delivery of the report. Fees are typically paid upon delivery.

Trademark Watch: This performance obligation relates to the CompuMark product line. Trademark watch service is an annual subscription that allows customers to protect their trademarks from infringement by providing timely notification of newly filed or published trademarks. Revenue is recognized over the term of the contract, with fees paid annually at the beginning of each contract term.

IP Services: This performance obligation relates to the CPA Global product line. This includes services related to (i) on-premise software installation, (ii) post-sales software support services, (iii) keeping software updated for any changes in laws (i.e., law update service), (iv) docketing, and (v) search and examination services provided to various PTOs. Revenue from IP services is recognized over the period of the contract as and when the service is provided.

Validation Services: This performance obligation relates to the CPA Global product line. This involves services related to:(i) registration of a patent granted in Europe, to various individual countries where it will ultimately be enforceable; (ii) translation of documents to be submitted to a patent and trademark office ("PTO") in local language; (iii) registration of address with PTO, for all future notifications to be received on behalf of the IP holder; and (iv) management of notifications on behalf of IP holder over the lifetime of the patent. The Company has determined each of the above services performed represent separate performance obligations. Revenue is recognized once the provision of the service is complete, and this point is reached when a purchase invoice is received from the agent for (i) and (ii) above and when registration with the PTO gets completed for (iii) above. With respect to management of notifications, revenue is recognized over the lifetime of the patent on a straight-line basis. Revenue from Validation Services is recognized net of official fees collected from customers for remittance to the PTO and any taxes collected from customers, which are subsequently remitted to governmental authorities.

IP Transaction Processing: This performance obligation relates to the CPA Global product line. These services consist of gathering all necessary data and information, preparing the renewal applications, and submitting payment to the PTO in the relevant country on behalf of the IP holders and the Company could have potential liability for the successful completion of the renewal application process, for which we carry insurance. The Company has determined there is one performance obligation relating to the provision of the service, which includes compiling the necessary data and submitting the renewal application, as well as facilitating the payment from the customer to the PTO. Revenue is recognized once the provision of the service is complete, and this point is reached when the PTO receives the payment and documentation to renew the patent or trademark. The PTO fees and any taxes collected from customers are deemed fees collected on behalf of third parties, and therefore revenue from renewals services is recognized net of these fees. Revenue is recognized upon transfer of control of the promised service to customers (i.e., at the time the renewal paperwork and payment are submitted to the PTO) because at that point, the Company has a right to payment and the risks and rewards associated with the Renewal Preparation service are transferred to the customer, coupled with the fact that customer acceptance is deemed a formality that does not impact the timing of transfer of control.

Principal Versus Agent

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CLARIVATE PLC

Notes to the Consolidated Financial Statements

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

For revenue generated from contracts with customers involving another party, the Company considers if we maintain control of the specified goods or services before they are transferred to the customer, as well as other indicators such as the party primarily responsible for fulfillment, collection risk, and discretion in establishing price. The assessment of whether we are considered the Principal or the Agent in a transaction could impact our revenues and cost of revenues recognized on the consolidated statements of operations.

The Company evaluated whether contracts with customers involving another party related to the Content Subscription performance obligation have been provided in the capacity as principal or agent and concluded that the Company acts as a Principal based on our responsibility for fulfilling the contract and latitude in establishing the price. Therefore, the Company reports the revenues from these transactions on a gross basis and records the related third-party commission fees as cost of revenues.

The Company evaluated whether the IP Transaction Processing performance obligation and services, as well as the Validation Services performance obligation, have been provided in the capacity as principal or agent, and on the basis of the following factors concluded the Company is acting as a Principal:

(a) The Company is responsible for compiling the necessary data and submitting the renewal application, as well as facilitating the payment from the customer to the PTO. In doing this, the Company’s performance obligation does not include legally renewing the IP, but instead facilitating that process, but the ultimate responsibility for legally renewing the IP rests with PTO;

(b) The Company has latitude in establishing pricing for its services.

Therefore, the Company reports the revenues from these transactions on a gross basis and records the related third-party commission fees as cost of revenues.

As it relates to the Content Subscription, PALs and SaaS Subscription performance obligations have an additional party involved in a transaction and can be categorized as either agreements with Third Party Distributors or Reseller Agreements. Third Party Distributor agreements provide the distributor with the right to market and resell ProQuest products to end customers and based on the indicators of control, revenues from these Third Party Distributor transactions are generally recognized gross. Reseller Agreements involve contracting to resell third party products where the Company is the Reseller and revenues from these transactions are generally recognized net.

Variable Consideration

In some cases, contracts provide for variable consideration that is contingent upon the occurrence of uncertain future events, such as retroactive discounts provided to the customers, indexed or volume-based discounts, time and materials based implementation services, and revenue between contract expiration and renewal. Variable consideration is estimated at the expected value or at the most likely amount depending on the type of consideration. Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. The estimate of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of its anticipated performance and all information (historical, current, and forecasted) that is reasonably available to the Company.

Significant Judgments

Significant judgments and estimates are necessary for the allocation of the proceeds received from an arrangement to the multiple performance obligations and the appropriate timing of revenue recognition. Our contracts with customers often include promises to transfer multiple products and services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. Determining a standalone selling price that may not be directly observable amongst all the products and performance obligations requires judgment. Specifically, many Web of Science, DRG, CPA Global, and ProQuest product line contracts include multiple product offerings, which may have both subscription and transactional and other revenues. Judgment is also required to determine whether the software license is considered distinct and accounted for separately, or not distinct and accounted for together with the subscription service and recognized over time for other products. The Company allocates value to primary content subscriptions or licenses including PALs and accompanying performance obligations, such as training subscriptions, continuing service fees, access to historical content, maintenance and other

28

CLARIVATE PLC

Notes to the Consolidated Financial Statements

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

optional content. When multiple performance obligations exist in a single contract, the transaction price is allocated to each performance obligation based on the standalone selling price of each performance obligation. The Company utilizes its standard price lists to determine the standalone selling price based on the product and country.

The transaction price in the contract is allocated at contract inception to the distinct good or service underlying each performance obligation in proportion to the standalone selling price. The standalone selling prices are based on the Company’s normal pricing practices when sold separately with consideration of market conditions and other factors, including customer demographics and geographic location. Discounts applied to the contract will be allocated based on the same proportion of standalone selling prices.

For certain of our businesses, the discount is allocated entirely to one or more, but not all, performance obligations in the contract when certain criteria are met.

Cost to Obtain a Contract

Commission costs represent costs to obtain a contract and are considered contract assets. The Company pays commissions to the sales managers and support teams for earning new customers and renewing contracts with existing customers. These commission costs are capitalized within Prepaid expenses and Other non-current assets on the Consolidated Balance Sheets. The costs are amortized to Selling, general and administrative expenses within the Consolidated Statements of Operations. The amortization period is between one and seven years based on the estimated length of the customer relationship.

Deferred Revenues

The timing of revenue recognition may differ from the timing of invoicing to customers. We record deferred revenues when revenue is recognized subsequent to invoicing. For multi-year agreements, we generally invoice customers annually at the beginning of each annual coverage period and recognize revenue over the term of the coverage period.

Cost of Revenues

Cost of revenues consists of costs related to the production and servicing of the Company’s offerings. These costs primarily relate to information technology, production and maintenance of content and personnel costs relating to professional services and customer service.

Selling, General and Administrative

Selling, general and administrative includes compensation for support and administrative functions in addition to rent, office expenses, professional fees and other miscellaneous expenses. In addition, it includes selling and marketing costs associated with acquiring new customers or selling new products or product renewals to existing customers. Such costs primarily relate to wages and commissions for sales and marketing personnel.

Depreciation

Depreciation expense relates to the Company’s fixed assets including furniture & fixtures, hardware, and leasehold improvements. These assets are depreciated over their expected useful lives, and in the case of leasehold improvements over the shorter of their useful life or the term of the related lease.

Share-based Compensation

Share-based compensation consists of restricted share units ("RSUs"), performance share units ("PSUs") and 2019 Transaction related shares granted to certain key members of management which are recognized in the Consolidated Statements of Operations based on their grant date fair values with forfeitures recognized as they occur. The share-based compensation cost of time-based RSU and PSU grants is calculated by multiplying the grant date fair value by the number of shares granted. We recognize compensation expense over the vesting period of the award. The value of PSUs is weighted between a total shareholder return ("TSR") component and a performance metric component. PSUs with performance metric components are assessed for probability of achieving the targets at each quarterly period end.

The fair value of stock options is estimated at the date of grant using the Black-Scholes option pricing model, which requires management to make certain assumptions of future expectations based on historical and current data. The assumptions

29

CLARIVATE PLC

Notes to the Consolidated Financial Statements

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

include the expected term of the stock option, expected volatility, dividend yield, and risk-free interest rate. The Company recognizes compensation expense over the vesting period of the award on a graded-scale basis.

Equity compensation plans of the acquired CPA Global business are accounted for as a liability as they will be paid in cash. Changes in the fair value of these awards are recorded at the end of each reporting period.

Restructuring

Restructuring expense includes costs associated with involuntary termination benefits provided to employees, including the acceleration of equity based awards for severed individuals under the CPA Global Equity Plan, certain contract termination costs, and other costs associated with an exit or disposal activity. The involuntary termination benefits included within restructuring charges are recognized in accordance with ASC 420, Exit or Disposal Cost Obligations or ASC 712, Compensation – Nonretirement Postemployment Benefits, as applicable. Liabilities are recognized in accordance with ASC 420 when the programs were approved, the employees to be terminated were identified, the terms of the arrangement were established, it was determined changes to the plan were unlikely to occur and the arrangements were communicated to employees. Liabilities for nonretirement postemployment benefits that fall under ASC 712 are recognized when the severance liability was determined to be probable of being paid and reasonably estimable. The liabilities are recorded within Accrued expenses and other current liabilities in the Consolidated Balance Sheets. The corresponding expenses are recorded within Restructuring and impairment in the Consolidated Statements of Operations. See Note 22 - Restructuring and Impairment for further details.

Other Operating Income (Expense), Net

Other operating income (expense) consists of gains or losses related to the disposal of our assets, asset impairments or write-downs and the consolidated impact of re-measurement of the assets and liabilities of our company and our subsidiaries that are denominated in currencies other than each relevant entity’s functional currency. See Note 18 - Other Operating (Income) Expense, Net for further details.

Interest Expense, Net

Interest expense, net consists of interest expense related to our borrowings under the Term Loan Facility and the Notes as well as the amortization of debt issuance costs and interest related to certain derivative instruments.

Foreign Currency Translation

The operations of each of the Company’s entities are measured using the currency of the primary economic environment in which the subsidiary operates (“functional currency”). Nonfunctional currency monetary balances are re-measured into the functional currency of the operation with any related gain or loss recorded in Selling, general and administrative costs, excluding depreciation and amortization in the accompanying Consolidated Statements of Operations. Assets and liabilities of operations outside the U.S., for which the functional currency is the local currency, are translated into U.S. dollars using period-end exchange rates. Revenues and expenses are translated at the average exchange rate in effect during each fiscal month during the year. The effects of foreign currency translation adjustments are included as a component of Accumulated other comprehensive income (loss) in the accompanying Consolidated Balance Sheets.

Legal Costs

Legal costs are expensed and accrued for expected legal costs to be incurred for legal matters.

Earnings Per Share

The calculation of earnings per share is based on the weighted average number of ordinary shares or ordinary stock equivalents outstanding during the applicable period. The dilutive effect of ordinary stock equivalents is excluded from basic earnings per share and is included in the calculation of diluted earnings per share. Employee equity share options and similar equity instruments granted by the Company are treated as potential ordinary shares outstanding in computing diluted earnings per share. Diluted shares outstanding are calculated based on the average share price for each fiscal period using the treasury stock method. Under the treasury stock method, the amount the employee must pay for exercising stock options, the amount of compensation cost for future service that the Company has not yet recognized, and the amount of benefits that

30

CLARIVATE PLC

Notes to the Consolidated Financial Statements

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

would be recorded in Ordinary shares when the award becomes deductible for tax purposes are assumed to be used to repurchase shares.

Newly Adopted Accounting Standards

In June 2016, the Financial Accounting Standards Board ("FASB") issued new guidance, ASU 2016-13, related to measurement of credit losses on financial instruments which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. This new guidance replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. The Company has determined that the impact of this new accounting guidance primarily affects our accounts receivable. The Company prospectively adopted the standard on January 1, 2020.

In August 2018, the FASB issued guidance, ASU 2018-14, which modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. The guidance is effective for all entities for fiscal years beginning after December 15, 2020. The Company's January 1, 2021, adoption of this standard did not have a material impact on the Company’s Consolidated Financial Statements.

In December 2019, the FASB issued ASU 2019-12, which enhances and simplifies various aspects of the income tax accounting guidance, including requirements such as tax basis step-up in goodwill obtained in a transaction that is not a business combination, ownership changes in investments, and interim-period accounting for enacted changes in tax law. The guidance is effective for all entities for fiscal years beginning after December 15, 2020. The Company's January 1, 2021, adoption of this standard did not have a material impact on the Company's Consolidated Financial Statements.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform, which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The guidance is effective for all entities from the period March 12, 2020, through December 31, 2022. Beginning with the quarter ended September 30, 2020, the Company adopted this standard and elected the optional expedients for its interest rate swap agreements and debt agreements with reference to LIBOR. Upon meeting the specified criteria in the guidance, the Company will continue to account for its interest rate swaps in accordance with hedge accounting and will not apply modification accounting to its debt agreements. In January 2021, the FASB issued ASU 2021-01, which made clarifications relating to the previously issued Reference Rate Reform guidance effective for the same period as ASU 2020-04. This clarification did not have an effect on how the Company accounts for its interest rate swaps and debt agreements.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805) - Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to the recognition of acquired contract liability and payment terms and their effect on subsequent revenue recognized by the acquirer. The amendments require that the acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. The Company has elected to early adopt the ASU and has applied the amendments retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the 2021 fiscal year. As a result of the adoption, we have accounted for contract assets and liabilities for our 2021 acquisitions in accordance with this updated guidance.

In June 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity as a result of complexity associated with GAAP for certain financial instruments with characteristics of liabilities and 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 the Company's Consolidated Financial Statements.

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

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CLARIVATE PLC

Notes to the Consolidated Financial Statements

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

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

In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848) - Deferral of the Sunset Date of Topic 848. Amendments in this ASU defer the sunset date of Topic 848 from December 31, 2022, to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. This ASU did not have a material impact on the Company as noted above in accordance with ASU 2020-04 beginning with the quarter ended September 30, 2020, the Company adopted this standard and elected the optional expedients for its interest rate swap agreements and debt agreements with reference to LIBOR.

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

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 $5,002.3, 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 $3,959.9 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)	3,959.9
Total purchase price	5,054.8
Cash acquired(3)	(52.5)
Total purchase price, net of cash acquired	$	5,002.3
(1) Based on the Company’s closing share price of $23.34 on November 30, 2021.
(2) Total cash consideration of $3,959.9 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 $40.2.
(3) Cash acquired includes $2.0 of restricted cash.

The excess of the purchase price over the net tangible and intangible assets was recorded to Goodwill and primarily reflects the assembled workforce and expected synergies, with the majority being deductible for tax purposes. Total transaction costs incurred in connection with the acquisition were $16.2 and $63.0 for the year ended December 31, 2022 and 2021, respectively.

ProQuest is reported primarily as part of our A&G segment. Refer to Note 8 - Other Intangible Assets, net and Goodwill and Note 19 - Segment Information for additional information.

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CLARIVATE PLC

Notes to the Consolidated Financial Statements

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

The purchase price allocation for the ProQuest acquisition as of the close date of December 1, 2021, was preliminary and did change upon completion of the determination of the fair value of assets acquired and liabilities assumed. The following table summarizes the purchase price allocation for this acquisition:

	Original Purchase Price Allocation		Measurement Period Adjustments		Final 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		2.9		65.2
Other intangible assets(1)	3,534.7		(1.0)		3,533.7
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	$	4.0	$	3,810.4
Accounts payable	17.1		—		17.1
Accrued expenses and other current liabilities	136.8		(3.6)		133.2
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		0.3		58.9
Non-current portion of deferred revenue	6.8		—		6.8
Other non-current liabilities	89.2		2.1		91.3
Operating lease liabilities	23.1		—		23.1
Total liabilities	709.3		(1.2)		708.1
Fair value of acquired identifiable assets and liabilities	$	3,097.1	$	5.2	$	3,102.3
Purchase price, net of cash	$	4,994.3	$	8.0	$	5,002.3
Less: Fair value of acquired identifiable assets and liabilities	3,097.1		5.2		3,102.3
Goodwill	$	1,897.2	$	2.8	$	1,900.0
(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):

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CLARIVATE PLC

Notes to the Consolidated Financial Statements

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

	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:

	Year Ended December 31,
	2021		2020
Pro forma revenues, net	$	2,703.0	$	2,116.9
Pro forma net loss attributable to the Company's shareholders	$	(175.4)	$	(545.5)

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 $63.0 for the year ended December 31, 2021, and (iv) other one-time non-recurring costs related to undrawn bridge commitment fees which reduced expenses by $55.0 for the year ended December 31, 2021.

Acquisition of CPA Global

On October 1, 2020, we acquired 100% of the assets, liabilities and equity interests of CPA Global, a global leader in intellectual property software and tech-enabled services from Redtop Holdings Limited ("Redtop"). The acquisition helps Clarivate create a true end-to-end platform supporting the full IP lifecycle from idea generation to commercialization and protection.

Clarivate acquired all of the outstanding shares of CPA Global in a cash and stock transaction. The aggregate consideration in connection with the closing of the CPA Global acquisition was $8,540.9, net of $102.7 cash acquired and including an equity holdback consideration of $46.5. The aggregate consideration was composed of (i) $6,565.5 from the issuance of up to 218.2 million ordinary shares to Redtop Holdings Limited, a portfolio company of Leonard Green & Partners, L.P., representing approximately 35% pro forma fully diluted ownership of Clarivate and (ii) approximately $2,078.1 in cash to fund the repayment of CPA Global's parent company outstanding debt of $2,055.8 and related interest swap termination fee of $22.3. Of the 218.3 million ordinary shares issuable in the acquisition, Clarivate issued 210.4 million ordinary shares as of October 1, 2020. There were 6.3 million shares that were issued to Leonard Green & Partners, L.P. that were returned to Clarivate to fund an Employee Benefit Trust established for the CPA Global Equity Plan. Accordingly, these shares were excluded from purchase price consideration. During January 2021, the Company issued the remaining 1.5 million ordinary shares to Redtop Holdings Limited pursuant to a hold-back clause within the purchase agreement.

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CLARIVATE PLC

Notes to the Consolidated Financial Statements

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

Issuance of 210.4 million shares	$	6,565.5
Cash paid for repayment of CPA Global's parent company debt and related interest rate swap termination charge	2,078.1
Total purchase price	8,643.6
Cash acquired	(102.7)
Total purchase price, net of cash acquired	$	8,540.9

The excess of the purchase price over the net tangible and intangible assets was recorded to Goodwill and primarily reflects the assembled workforce and expected synergies, with the majority being deductible for tax purposes. Total transaction costs incurred in connection with the acquisition were $0.0 and $37.2 during the year ended December 31, 2021 and 2020, respectively.

CPA Global is reported as part of our IP segment. Refer to Note 8 - Other Intangible Assets, net and Goodwill and Note 19 - Segment Information for additional information.

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CLARIVATE PLC

Notes to the Consolidated Financial Statements

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

The purchase price allocation for the CPA Global acquisition as of the close date of October 1, 2020 is final. The following table summarizes the final purchase price allocation for this acquisition:

	Total
Accounts receivable	$	380.3
Prepaid expenses	27.4
Other current assets	38.8
Property and equipment, net	13.3
Other intangible assets	4,920.3
Deferred income taxes	19.3
Other non-current assets	8.4
Operating lease right-of-use assets	30.6
Total assets	$	5,438.4
Accounts payable	53.8
Accrued expenses and other current liabilities	284.3
Current portion of deferred revenue	181.4
Current portion of operating lease liabilities	7.7
Non-current portion of deferred revenue	16.8
Deferred income taxes	291.9
Other non-current liabilities	24.2
Operating lease liabilities	23.6
Total liabilities	883.7
Fair value of acquired identifiable assets and liabilities	$	4,554.7
Purchase price, net of cash(1)	$	8,540.9
Less: Fair value of acquired identifiable assets and liabilities	4,554.7
Goodwill(2)	$	3,986.2
(1) The Company acquired cash of $102.7 including $3.4 of restricted cash to fund fixed cash awards and certain taxes related to the phantom equity compensation plan as part of CPA Global acquisition accounting.
(2) Includes $942.2 of buyer-specific synergy goodwill that was allocated to the Clarivate legacy reporting units expected to benefit from the acquisition.

During the year ended December 31, 2021, the Company recorded measurement period adjustments to the purchase price allocation recorded as of the close date of October 1, 2020. The following table summarizes the measurement period adjustments recorded through the measurement period date ending September 30, 2021:

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CLARIVATE PLC

Notes to the Consolidated Financial Statements

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

	Total
Accounts receivable(1)	$	7.1
Prepaid expenses	(0.1)
Other current assets	0.4
Property and equipment, net	1.0
Other non-current assets	1.1
Total assets	$	9.5
Accounts payable	$	0.3
Accrued expenses and other current liabilities(2)	49.2
Current portion of deferred revenue	1.0
Non-current portion of deferred revenue	—
Deferred income taxes(3)	(13.4)
Total liabilities	37.1
Fair value of acquired identifiable assets and liabilities	$	(27.6)
Purchase price, net of cash	$	(0.7)
Less: Fair value of acquired identifiable assets and liabilities	(27.6)
Goodwill	$	26.9
(1) The $7.1 account receivable measurement period adjustment is due to a change in the fair value of CPA Global's accounts receivable, with there being a $9.3 increase in the valuation increase offset by a $2.2 decrease.
(2) The Company recorded measurement period adjustments of $49.2 increasing accrued expenses and other current liabilities, of which, $61.0 relates to adjustments to CPA Global's accrual for claims existing prior to the date of acquisition, offset by a $11.8 reduction to CPA Global's other accruals.
(3) The $13.4 deferred income tax measurement period adjustment is due to the tax impact of CPA Global's other measurement period adjustments detailed in the chart above.

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 CPA Global’s identifiable intangible assets acquired and their remaining amortization period (in years):

	Fair Value as of October 1, 2020		Remaining Range of Years
Customer relationships	$	4,643.3	17-23
Technology	266.2		6-14
Trade names	10.8		2-17
Total identifiable intangible assets	$	4,920.3

Unaudited pro forma information for the Company for the periods presented as if the acquisition had occurred January 1, 2019, is as follows:

	Year ended December 31,
	2020
Pro forma revenues, net	$	1,708.5
Pro forma net loss attributable to the Company's stockholders	$	(374.4)

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

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CLARIVATE PLC

Notes to the Consolidated Financial Statements

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

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 CPA Global.

The unaudited pro forma results include certain pro forma adjustments to revenue and net loss that were directly attributable to the acquisition, assuming the acquisition had occurred on January 1, 2019, 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 CPA Global debt and the additional Company borrowings in conjunction with the acquisition, (iii) acquisition-related transaction costs which reduced expenses by $71.1 for the year ended December 31, 2020.

Acquisition of Decision Resources Group

On February 28, 2020, we acquired 100% of the assets, liabilities and equity interests of Decision Resources Group ("DRG"), a premier provider of high-value data, analytics and insights products and services to the healthcare industry, from Piramal Enterprises Limited ("PEL"), which is a part of global business conglomerate Piramal Group. The acquisition helps us expand our core businesses and provides us with the potential to grow in the LS&H segment. Refer to Note 19 - Segment Information for additional information.

The aggregate consideration paid in connection with the closing of the DRG acquisition was $965.0, comprised of $900.0 of base cash plus $6.1 of adjusted closing cash paid on the closing date and 2.9 million of the Company's ordinary shares issued to PEL on March 5, 2021. The contingent stock consideration was valued at $58.9 on the closing date and was revalued at each period end until the issuance date. For the year ended December 31, 2020, the fair value of the contingent stock consideration increased by $27.1, which was recorded to selling, general and administrative costs in the Consolidated Statements of Operations. The corresponding liability was $86.0 as of December 31, 2020, and recorded to Accrued expenses and other current liabilities in the Consolidated Balance Sheets. As the liability settled on March 5, 2021, with the Company issuing 2.9 million ordinary shares valued at $61.6, there was no liability captured within the December 31, 2021, Consolidated Balance Sheet. The DRG acquisition was accounted for using the acquisition method of accounting. The excess of the purchase price over the net tangible and intangible assets was recorded to Goodwill and primarily reflected the assembled workforce and expected synergies. Goodwill was not deductible for tax purposes. Due to the decrease to the fair value of the contingent stock consideration between December 31, 2020, and March 5, 2021, during the year ended December 31, 2021, total transaction costs in connection with the acquisition of DRG resulted in a net gain of $24.2. Total transaction costs during the year ended December 31, 2020, were $47.1.

38

CLARIVATE PLC

Notes to the Consolidated Financial Statements

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

The following table summarizes the final purchase price allocation for this acquisition:

	Total
Accounts receivable	$	52.2
Prepaid expenses	4.3
Other current assets	68.0
Property and equipment, net	4.1
Other intangible assets(1)	491.3
Other non-current assets	3.0
Operating lease right-of-use assets	25.1
Total assets	$	648.0
Accounts payable	3.5
Accrued expenses and other current liabilities	88.6
Current portion of deferred revenue	35.1
Current portion of operating lease liabilities	5.2
Deferred income taxes	49.4
Non-current portion of deferred revenue	0.9
Operating lease liabilities	20.3
Total liabilities	203.0
Fair value of acquired identifiable assets and liabilities	$	445.0
Purchase price, net of cash(2)	944.2
Less: Fair value of acquired identifiable assets and liabilities	445.0
Goodwill	$	499.2
(1) Includes $4.0 of internally developed software in progress acquired.
(2) The Company acquired cash of $20.8.

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 DRG’s identifiable intangible assets acquired and their remaining amortization period (in years):

	Fair Value as of February 28, 2020		Remaining Range of Years
Customer relationships	$	381.0	10-21
Database and content	50.2		2-7
Trade names	5.2		4-7
Purchased software	23.0		3-8
Backlog	28.0		4
Total identifiable intangible assets	$	487.4

Unaudited pro forma information for the Company for the periods presented as if the acquisition had occurred January 1, 2019, is as follows:

39

CLARIVATE PLC

Notes to the Consolidated Financial Statements

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

	Year ended December 31,
	2020
Pro forma revenues, net	$	1,284.4
Pro forma net loss attributable to the Company's stockholders	$	(335.7)

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 DRG.

The unaudited pro forma results include certain pro forma adjustments to revenue and net loss that were directly attributable to the acquisition, assuming the acquisition had occurred on January 1, 2019, 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 DRG debt and the additional Company borrowings in conjunction with the acquisition, (iii) acquisition-related transaction costs and other one-time non-recurring costs which reduced expenses by $26.3 for the year ended December 31, 2020.

Note 5: Accounts Receivable

Our accounts receivable balance consists of the following as of December 31, 2022 and 2021:

	December 31,
	2022		2021
Accounts receivable	$	899.2	$	931.3
Less: Accounts receivable allowance	(27.1)		(24.9)
Accounts receivable, net	$	872.1	$	906.4

The Company estimates credit losses for trade receivables by aggregating similar customer types together, because they tend to share similar credit risk characteristics, taking into consideration the number of days the receivable is past due. Provision rates for the allowance for doubtful accounts are based upon the historical loss method by evaluating factors such as the length of time receivables that are past due and historical collection experience. Additionally, provision rates are based upon current and future economic and competitive environment factors that could impact the collectability of the receivable. Trade and other receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include past due status greater than 360 days or bankruptcy of the debtor. The activity in our accounts receivable allowance consists of the following for the years ended December 31, 2022, 2021 and 2020, respectively:

	Year Ended December 31,
	2022		2021		2020
Balance at beginning of year	$	24.9	$	23.9	$	16.5
Additional provisions(1)	10.9		9.2		19.5
Write-offs	(7.8)		(8.0)		(22.2)
Opening balance sheet adjustment (ASU 2016 -13 adoption)	—		—		10.1
Exchange differences	(0.9)		(0.2)		—
Balance at the end of year	$	27.1	$	24.9	$	23.9
(1) Prior period amounts have been revised pertaining to the accretion of fair value adjustments related to purchase accounting from recent acquisitions. The revisions did not impact Accounts receivable, net in our Consolidated Balance Sheets.

40

CLARIVATE PLC

Notes to the Consolidated Financial Statements

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

The potential for credit losses is mitigated because customer creditworthiness is evaluated before credit is extended. The Company recorded write-offs against the reserve of $7.8, $8.0 and $22.2 for the years ended December 31, 2022, 2021 and 2020, respectively.

We continue to monitor any impacts from the COVID-19 pandemic on our customers and various counterparties. During the years ended December 31, 2022, 2021 and 2020, the Company’s allowance for doubtful accounts and credit losses considered additional risk related to the pandemic. However, this risk to-date was not considered material.

Note 6: Leases

As the lessee, we currently lease real estate space, automobiles, and certain equipment under non-cancelable operating lease agreements, as well as one financing lease assumed in the ProQuest acquisition. Some of the leases include options to extend the leases for up to an additional 10 years. We do not include any of our renewal options in our lease terms for calculating our lease liability as the renewal options allow us to maintain operational flexibility, and we are not reasonably certain we will exercise these renewal options at this time.

We determine if an arrangement is a lease at inception. Operating leases are included in Operating lease ROU assets, Current portion of operating lease liabilities, and Operating lease liabilities on our Consolidated Balance Sheet. The Company assesses its ROU asset and other lease-related assets for impairment consistent with other long-lived assets. Financing lease assets are included within the Property and Equipment financial statement line item and the related lease liability is treated as an item of indebtedness (see Note 12 - Debt) as a financing lease obligation within the Consolidated Balance Sheet. As of December 31, 2022, we did not record an impairment related to these assets beyond the non-cash adjustments recorded due to restructuring activity further described within Note 22 - Restructuring and Impairment.

Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. As such, the Company used judgment to determine an appropriate incremental borrowing rate. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. Our variable lease payments consist of non-lease services related to the lease and lease payments that are based on annual changes to an index. Variable lease payments are excluded from the ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The initial valuation of financing lease assets and liabilities is identical to the operating leases, as described above, however they are presented separately from Operating lease ROU assets and Operating lease liabilities in the Consolidated Balance Sheet.

We have lease agreements with lease and non-lease components, which are accounted as a single lease component. Additionally, for certain equipment leases, we apply a portfolio approach to effectively account for the operating lease ROU assets and liabilities.

Supplemental balance sheet information related to leases is summarized as follows:

41

CLARIVATE PLC

Notes to the Consolidated Financial Statements

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

		December 31,
		2022		2021
Assets	Classification
Operating lease assets, net	Operating lease right-of-use assets(1)	$	58.9	$	86.0
Finance lease assets, net	Property and equipment, net(2)	6.2		30.5
Total lease assets		$	65.1	$	116.5
Liabilities
Current
Operating lease liabilities	Current portion of operating lease liability	$	25.7	$	32.2
Finance lease liabilities	Current portion of long-term debt	1.0		2.0
Non-current
Operating lease liabilities	Operating lease liabilities	72.9		94.0
Finance lease liabilities	Long-term debt	30.3		28.8
Total lease liabilities		$	129.9	$	157.0
(1) Operating lease assets are recorded net of accumulated amortization of $41.4 and $26.4 as of December 31, 2022 and 2021, respectively.
(2) Finance lease assets are recorded net of accumulated amortization of $1.8 and $1.0 as of December 31, 2022 and 2021, respectively.

The following illustrates the lease costs for the year ended December 31, 2022 and 2021:

	Year Ended December 31,
	2022		2021
Finance lease cost
Amortization of right-of-use assets	$	10.8	$	1.3
Interest on lease liabilities	1.2		0.1
Operating lease cost	27.9		28.8
Short-term lease cost	0.4		0.8
Variable lease cost	2.5		1.4
Total lease cost	$	42.8	$	32.4

42

CLARIVATE PLC

Notes to the Consolidated Financial Statements

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

	Year Ended December 31,
	2022			2021
Other information
Cash Paid for amounts included in measurement of lease liabilities
Operating cash flows for operating leases(1)	$	34.7		$	30.8
Operating cash flows for finance leases	1.2			0.1
Financing cash flows for finance leases	1.9			0.2
Right-of-use assets obtained in exchange for lease obligations
Operating leases	$	2.6		$	13.4
Finance leases	2.4			29.9
Weighted-average remaining lease term
Operating leases	5			4
Finance leases	14			2
Weighted-average discount rate
Operating leases	4.3		%	4.4		%
Finance leases	6.9		%	3.8		%
(1) During the preparation of the financial statements for the year ended December 31, 2022, the Company revised the disclosure within this table associated with cash paid for operating leases for the year ended December 31, 2021. Although the Company has determined that this revision did not have a material impact on its previously issued consolidated financial statements, the Company is revising the disclosure to reflect a decrease of $33.0 in cash paid for operating leases. The revision had no impact on cash flows from operating, investing or financing activities in the accompanying consolidated Statements of Cash Flows.

The future aggregate minimum lease payments as of December 31, 2022, under all non-cancelable leases for the years noted are as follows:

	Operating Leases		Finance Leases
Year Ending December 31,
2023	$	29.4	$	3.2
2024	24.5		3.2
2025	17.7		3.3
2026	12.8		3.4
2027	9.8		3.4
2028 & Thereafter	17.1		33.3
Total lease commitments	$	111.3	$	49.8
Less imputed interest	(12.7)		(18.5)
Total	$	98.6	$	31.3

In connection with certain leases, the Company guarantees the restoration of the leased property to a specified condition after completion of the lease period. As of December 31, 2022 and 2021, the liability of $1.6 and $1.4, respectively, associated with these restorations is recorded within Other non-current liabilities.

There were no material future minimum sublease payments to be received under non-cancelable subleases at December 31, 2022. The Company recognized $3.3, $3.1 and $2.0 of sublease income for the years ended December 31, 2022, 2021 and 2020, respectively.

Total rental expense under operating leases amounted to $27.9, $28.8 and $24.4 the years ended December 31, 2022, 2021 and 2020, respectively.

Note 7: Property and Equipment, Net

Property and equipment, net consisted of the following:

43

CLARIVATE PLC

Notes to the Consolidated Financial Statements

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

	December 31,
	2022		2021
Computer hardware	$	45.1	$	45.5
Leasehold improvements	16.1		11.6
Furniture, fixtures and equipment	39.0		34.7
Capital office leases - finance lease asset	8.0		30.5
Other	2.1		2.3
Total property and equipment, gross	$	110.3	$	124.6
Accumulated depreciation	(55.8)		(40.8)
Total property and equipment, net	$	54.5	$	83.8

Depreciation amounted to $35.2, $14.0 and $12.7 for the years ended December 31, 2022, 2021 and 2020, respectively. There were no impairments related to leasehold improvements during the year ended December 31, 2022, compared to $5.5 for the year ended December 31, 2021. As part of the ProQuest Acquisition Integration Program, the Company abandoned a portion of the Capital office lease facility during the year ended December 31, 2022. As a result, the Company recorded a non-cash adjustment to Restructuring and impairment within the Consolidated Statement of Operations of $13.8 for the year ended December 31, 2022, and the carrying value of the capital office leases - finance lease asset was reduced by the same amount.

Note 8: 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:

	December 31, 2022						December 31, 2021
	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net
Finite-lived intangible assets
Customer relationships	$	7,809.0	$	(821.5)	$	6,987.5	$	8,279.1	$	(514.8)	$	7,764.3
Databases and content	2,681.0		(780.5)		1,900.5		2,577.1		(591.0)		1,986.1
Computer software	765.1		(422.2)		342.9		733.1		(320.1)		413.0
Trade names	61.0		(19.8)		41.2		62.1		(10.5)		51.6
Backlog	27.8		(19.1)		8.7		29.1		(13.0)		16.1
Finite-lived intangible assets	$	11,343.9	$	(2,063.1)	$	9,280.8	$	11,680.5	$	(1,449.4)	$	10,231.1
Indefinite-lived intangible assets
Trade names	156.9		—		156.9		161.3		—		161.3
Total intangible assets	$	11,500.8	$	(2,063.1)	$	9,437.7	$	11,841.8	$	(1,449.4)	$	10,392.4

The Company performed the indefinite-lived impairment test as of October 1, 2022 and 2021. Additionally, the Company reviewed goodwill for indicators of impairment at December 31, 2022 and 2021. As part of this analysis, the Company determined that its indefinite-lived trade name assets, with a carrying value of $156.9 and $161.3 as of December 31, 2022 and 2021, respectively, was not impaired and will continue to be reported as indefinite-lived intangible assets. 

The weighted-average amortization period for each class of finite-lived intangible assets and for total finite-lived intangible assets, which range between 3 and 23 years, is as follows:

44

CLARIVATE PLC

Notes to the Consolidated Financial Statements

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

	Remaining Weighted-Average Amortization Period (in years)
Customer relationships	23
Databases and content	14
Computer software	9
Trade names	9
Backlog	3
Total	18

Amortization amounted to $675.3, $523.8 and $290.5 for the years ended December 31, 2022, 2021 and 2020, respectively. Estimated amortization for each of the five succeeding years as of December 31, 2022, is as follows:

2023	$	651.4
2024	624.0
2025	597.5
2026	560.0
2027	542.9
Thereafter	6,275.8
Subtotal finite-lived intangible assets	$	9,251.6
Internally developed software projects in process	29.2
Total finite-lived intangible assets	$	9,280.8
Intangibles with indefinite lives	156.9
Total intangible assets	$	9,437.7

Goodwill

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

	A&G Segment		LS&H Segment		IP Segment		Consolidated Total
Balance as of December 31, 2020(1)	$	1,077.5	$	1,045.2	$	3,920.3	$	6,043.0
Acquisition(1)	1,786.0		132.8		27.0		1,945.8
Impact of foreign currency fluctuations	(0.9)		(0.7)		(82.3)		(83.9)
Balance as of December 31, 2021(1)	$	2,862.6	$	1,177.3	$	3,865.0	$	7,904.9
Acquisition measurement period adjustments	2.9		2.1		—		5.0
Divestiture(2)	—		—		(42.8)		(42.8)
Goodwill impairment(3)	(1,745.8)		—		(2,662.1)		(4,407.9)
Impact of foreign currency fluctuations(4)	(9.9)		(3.0)		(569.8)		(582.7)
Balance as of December 31, 2022	$	1,109.8	$	1,176.4	$	590.3	$	2,876.5
(1) The prior year amounts have been revised for a reclassification of allocated goodwill between reporting units. Refer to Note 19 - Segment Information for additional information.
(2) Relates to the MarkMonitor Domain Management business divestiture. Refer to Note 18 - Other Operating (Income) Expense, Net for additional information.
(3) The total goodwill impairment charge reflected in the Consolidated Statements of Operations was $4,449 for the year ended December 31, 2022. The difference represents the CTA impact for amounts recorded in subsidiaries with functional currencies other than USD.
(4) The impact of foreign currency fluctuations was primarily driven by changes in the GBP/USD translation rate as of December 31, 2022, compared to December 31, 2021.

On December 22, 2021, the Company acquired Patient Connect, which included $8.5 of goodwill allocated to the LS&H segment.

45

CLARIVATE PLC

Notes to the Consolidated Financial Statements

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

On December 1, 2021, the Company acquired ProQuest, which included $1,897.2 of goodwill allocated to the A&G segment with the exception of $132.8 allocated to the LS&H segment. See Note 4 - Business Combinations for further details.

On August 3, 2021, the Company acquired Bioinfogate, which included $13.1 of goodwill allocated to the LS&H segment.

Results of Impairment Tests

A quantitative goodwill impairment assessment was performed as of September 30, 2022, over the Company's reporting units due to the following possible impairment indicators: (i) worsening market considerations and macroeconomic conditions such as increasing inflationary pressures and rising interest rates and (ii) sustained declines in the Company's share price during the three months ended September 30, 2022. This coincided with the Company's change in organizational structure to realign its business segments based on the products we offer and the markets they serve. With these changes, the Company changed its reportable segments, operating segments, and reporting units. The goodwill impairment assessment included an analysis on the Company's reporting units immediately before and immediately after the change. This included five reporting units in the legacy structure and four reporting units post-realignment. Refer to Note 3 - Summary of Significant Accounting Policies and Note 19 - Segment Information for additional information.

Based on the quantitative analysis performed in connection with the Company's preparation of these Consolidated Financial Statements in the third quarter of 2022, the Company recorded a goodwill impairment charge of $4,407.9 as follows: (i) $1,745.8 related to the ProQuest reporting unit within the A&G segment; (ii) $2,569.1 related to the former IP Management reporting unit within the IP segment; and (iii) $93.0 related to the former Patent reporting unit within the IP segment. The impairment charge recorded for the ProQuest reporting unit and the former IP Management reporting unit represented a total write-off of the goodwill associated with each of these reporting units. The estimated fair value of each of the remaining reporting units exceeded their carrying values.

In completing the interim quantitative goodwill impairment assessment, the Company used the following weighted average cost of capital ("WACC") for its discount rate assumptions:

•Legacy Structure: the Company used a WACC of 9.5% for the Science Group, Trademark, Patent, and Domain reporting units. The Company used a 10.5% WACC for the IP Management reporting unit.

•New Structure: the Company used a WACC of 9.5% for the Web of Science Group and Life Sciences & Healthcare reporting units. The Company used a WACC of 10.0% for the ProQuest and Intellectual Property (which includes legacy Trademark, Patent, Domain, and IP Management) reporting units.

The discount rates were derived using a capital asset pricing model and analyzing published rates for industries relevant to each reporting unit to estimate the cost of equity financing. The Company used discount rates we believe to be commensurate with the risks and uncertainty inherent in the respective reporting units and in its internally developed forecasts.

In the fourth quarter of 2022, the Company performed its annual goodwill impairment testing by applying the qualitative assessment to each of its four reporting units. The Company considered various qualitative factors, including those described above, that would have affected the estimated fair value of the reporting units, as well as the historical significant level of headroom. The results of the qualitative assessments indicated that it is not more likely than not that the fair values of the reporting units were less than their carrying values. As such, as of October 1, 2022, our most recent annual goodwill impairment testing date, goodwill was not impaired.

Notwithstanding the results of the Company's interim impairment assessment, if the Company is unable to successfully achieve the revenue growth it projects, the financial performance of any of our reporting units declines significantly, or interest rates continue to rise and this leads to an increase in the cost of capital, then it is possible these financial, economic, and geopolitical conditions could result in another triggering event for the Company in the future and could lead to a potential impairment. In addition, if any of these financial, economic, or geopolitical conditions has a more significant adverse effect on the Company, these could lead to a potential impairment of Company's goodwill or other indefinite-lived or long-lived assets. Such a charge could have a material effect on our financial position and results of operations.

Divested Operations

46

CLARIVATE PLC

Notes to the Consolidated Financial Statements

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

On October 31, 2022, the Company completed the sale of the MarkMonitor Domain Management business (IP segment) to Newfold Digital, a leading web presence solutions provider. The aggregate closing consideration included proceeds, net of cash transferred of $285.0, deferred closing consideration of $10.6, and other of $0.5. As a result of the sale, the Company recorded a net gain of $278.5 during the year ended December 31, 2022 and wrote off balances associated with the business including intangible assets of $10.6 and goodwill of $42.8.

On November 6, 2020, the Company completed the sale of certain assets and liabilities of the Techstreet business (IP segment) to The International Society of Interdisciplinary Engineers LLC, for a total purchase price of $42.8, of which $4.3 was held in escrow and paid to the Company in November 2021. The Company used the proceeds for general business purposes. As a result of the sale, the Company recorded a net gain on sale of $28.1, inclusive of transaction costs of $0.1 incurred in connection with the divestiture. The gain on sale is included in Other operating (expense) income, net within the Consolidated Statements of Operations during the year ended December 31, 2020. As a result of the sale, the Company wrote off balances associated with Techstreet including intangible assets of $10.2 and goodwill of $9.1.

The divestitures did not represent a strategic shift and are not expected to have a major effect on the Company’s operations or financial results, as defined by ASC 205-20, Discontinued Operations. As a result, the divestitures do not meet the criteria to be classified as discontinued operations.

Note 9: 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 its outstanding Term Loan arrangements. In November 2022, the Company amended an interest rate swap arrangement entered into during March 2021 to increase the 0% LIBOR floor to a 1% LIBOR floor. The interest swap arrangement relates to $150.0 of its Term Loan arrangement effective October 31, 2022, with a maturity date of March 31, 2024. Additionally, in October 2022, the Company amended an interest rate swap arrangement entered into during March 2021 to split the interest rate swap into two arrangements relating to interest payments on a total of $200.0 of its Term Loan arrangements, effective March 31, 2021, and October 31, 2022, respectively. Both of these derivatives have a maturity date of March 28, 2024. The Company applies hedge accounting by designating the interest rate swaps as a hedge on applicable future quarterly interest payments.

In August 2022, the Company entered into two interest rate swap arrangements relating to interest payments on a total of $779.8 of its Term Loan arrangements, effective August 5, 2022, and August 4, 2022, respectively. Both of these derivatives have notional amounts that amortize downward, and a maturity date of October 31, 2026. 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.

For additional information on our outstanding Term Loan and related hedging, see Note 12 - Debt and Item 7A. Qualitative and Quantitative Disclosures about Market Risk.

Changes in 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 assets or liabilities in the Consolidated Balance Sheets, according to the duration of related cash flows. The fair value of the interest rate swaps was an asset of $49.5 and $2.0 as of December 31, 2022 and December 31, 2021, respectively.

The following table summarizes the changes in AOCI (net of tax) related to cash flow hedges for the year ended December 31, 2022, 2021 and 2020:

47

CLARIVATE PLC

Notes to the Consolidated Financial Statements

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

AOCI Balance at December 31, 2019	$	(2.8)
Derivative losses recognized in Other comprehensive loss	(4.4)
Amount reclassified out of Other comprehensive loss to Net loss	3.4
AOCI Balance at December 31, 2020	$	(3.8)
Derivative gains recognized in Other comprehensive loss	3.4
Amount reclassified out of Other comprehensive loss to Net loss	3.0
AOCI Balance at December 31, 2021	$	2.6
Derivative gains recognized in Other comprehensive loss	52.8
Amount reclassified out of Other comprehensive loss to Net loss	(4.1)
AOCI Balance at December 31, 2022	$	51.3

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 (gain) from the mark to market adjustment of $1.2, $6.9 and $(20.8) for the year ended December 31, 2022, 2021 and 2020, respectively, in Other operating (income) expense, net on the Consolidated Statements of Operations. The principal amount of outstanding foreign currency contracts was $165.1 and $216.7 as of December 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 Consolidated Statements of Operations. 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 $0.8 and $2.2 and a liability balance of $0.4 and $0.7 as of December 31, 2022 and December 31, 2021, respectively, which was classified within Other current assets and Accrued expenses and other current liabilities, respectively, on the Consolidated Balance Sheets. See Note 10 - Fair Value Measurements for additional information related to the fair value of derivative instruments.

Note 10: Fair Value Measurements

Assets and Liabilities Recorded at Fair Value on a Recurring Basis

The Company records certain assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy that prioritizes the inputs used to measure fair value is described below. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

•Level 1 - Quoted prices in active markets for identical assets or liabilities.

•Level 2 - Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

•Level 3 - Unobservable inputs that are supported by little or no market activity. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

Below is a summary of the valuation techniques used in determining fair value:

Derivatives - Derivatives consist of foreign exchange contracts and interest rate swaps. The fair value of foreign exchange contracts is based on observable market inputs of spot and forward rates or using other observable rates. The fair value of the interest rate swaps is the estimated amount that the Company would receive or pay to terminate such agreements, taking

48

CLARIVATE PLC

Notes to the Consolidated Financial Statements

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

into account market interest rates and the remaining time to maturities or using market inputs with mid-market pricing as a practical expedient for bid-ask spread. See Note 9 - Derivative Instruments for additional information.

Contingent Consideration - The Company values contingent cash consideration related to business combinations using a weighted probability calculation of potential payment scenarios discounted at rates reflective of the risks associated with the expected future cash flows. Key assumptions used to estimate the fair value of contingent consideration include revenue, net new business and operating forecasts and the probability of achieving the specific targets. The Company values contingent stock consideration related to business combinations using observable market data, adjusted for indemnity losses and claims for indemnity losses valued using other indirect market inputs observable in the marketplace.

Cash and Cash Equivalents, Restricted Cash, Accounts Receivable, Accounts Payable, and Other Accruals - The carrying value of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and other accruals readily convertible into cash approximate fair value because of the short-term nature of the instruments.

Debt - The carrying value of the Company's variable interest rate debt, excluding unamortized debt issuance costs and original issue discount, approximates fair value due to the short-term nature of the interest rate benchmark rates. The fair value of the Company's variable and fixed rate debt is estimated based on market observable data for our debt. The fair value of the Company's debt was $4,709.6 and $5,595.5 at December 31, 2022 and 2021, respectively, and is considered Level 2 under the fair value hierarchy.

Private Placement Warrants - The Company has determined that the Private Placement Warrants for shares of the Company's ordinary stock that are not indexed to its own stock are subject to accounting treatment as a liability and should be reported at fair value on the balance sheet. The Company has determined that the fair value of each Private Placement Warrant issued using a Monte Carlo simulation approach for valuations performed through the August 14, 2019, modification described in Note 15 - Share-based Compensation, and a Black-Scholes option valuation model thereafter. Accordingly, the warrants issued are classified as Level 3 financial instruments and are subject to remeasurement at each balance sheet date. Any change in fair value is recognized as a component of mark to market adjustment on financial instruments in the Consolidated Statements of Operations. The assumptions in the models include, but are not limited to, risk-free interest rate, expected volatility of stock prices for the Company and its peer group, dividend yield, and a DLOM was applied to shares that are subject to remaining post vesting lock up restrictions. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the ordinary stock warrants. At that time, the portion of the warrant liabilities related to the ordinary stock warrants will be reclassified to additional paid-in capital. The amount of income recorded within the Consolidated Statement of Operations for each period as a result of the changes in fair value was $206.8 and $81.3 for the year ended December 31, 2022 and 2021, respectively.

Forward Contracts and Interest Rate Swaps - The Company has determined that its forward contracts, included in other current assets, along with its interest rate swaps, included in Accrued expenses and other current liabilities and Other non-current liabilities according to the duration of related cash flows, reside within Level 2 of the fair value hierarchy.

The Company enters into foreign currency contracts that are not designated as hedges as defined under ASC 815. The purpose of these derivative instruments is to help manage the Company's exposure to foreign exchange rate risks. These contracts are initially recognized at fair value at the date the contracts are entered into and are subsequently remeasured to their fair value at the end of each reporting period. These contracts generally do not exceed 180 days in duration, and these instruments are carried as assets when the fair value is positive (Other current assets on the Consolidated Balance Sheets), and as liabilities when the fair value is negative (Other current liabilities on the Consolidated Balance Sheets). The resulting gain or loss is recognized in profit or loss (other operating income (expense), net) immediately.

The Company assesses the fair value of these instruments, considering current and anticipated movements in future interest rates and the relevant currency spot and future rates available in the market. The Company receives third party valuation reports to corroborate our determination of fair value. Accordingly, these instruments are classified as Level 2 inputs.

Employee Phantom Share Plan - As of December 31, 2021, the Company maintained a liability associated with the CPA Global Phantom Equity Plan, a portion of which was recorded in connection with the acquisition opening balance sheet. Changes in the liability were recorded to Selling, general and administrative costs and Cost of revenues in the Consolidated Statements of Operations, which was primarily driven by the change in fair value pertaining to Clarivate's share price that is

49

CLARIVATE PLC

Notes to the Consolidated Financial Statements

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

marked to market at the end of each reporting period. To the extent vesting of awards were accelerated for colleagues, the Company accounted for these as a modification and acceleration of share-based compensation charges within the Restructuring and impairment line item of the Consolidated Statement of Operations. The current and non-current portions of the liability were recorded in Accrued expenses and other current liabilities and Other non-current liabilities, respectively. The balances were classified as Level 2 in the fair value hierarchy because it was based on observable market data and other indirect observable market input such as, the expected volatility of the Company’s stock price, the DLOM, and the discount for potential forfeiture or modification.

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

	December 31, 2022
	Level 2		Level 3		Total Fair Value
Assets
Forward currency contracts asset - current	$	0.8	$	—	$	0.8
Interest rate swap asset - current	2.3		—		2.3
Interest rate swap asset - non-current	47.2		—		47.2
Total	$	50.3	$	—	$	50.3
Liabilities
Warrant liability	$	—	$	21.0	$	21.0
Forward currency contracts liability - current	0.4		—		0.4
Total	$	0.4	$	21.0	$	21.4

	December 31, 2021
	Level 2		Level 3		Total Fair Value
Assets
Forward currency contracts asset - current	$	2.2	$	—	$	2.2
Interest rate swap asset - non-current	2.0		—		2.0
Total	$	4.2	$	—	$	4.2
Liabilities
Warrant liability	$	—	$	227.8	$	227.8
CPA Global Equity Plan liability - current(1)	152.4		—		152.4
Forward currency contracts liability - current	0.7		—		0.7
Total	$	153.1	$	227.8	$	380.9
(1) This amount is reflected within Accrued expenses and other current liabilities within our Consolidated Balance Sheets as of December 31, 2021.

Private Placement Warrants - The following table summarizes the changes in the Private Placement Warrants liability for the year ended December 31, 2022 and 2021:

50

CLARIVATE PLC

Notes to the Consolidated Financial Statements

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

Balance at December 31, 2020	$	312.7
Mark to market adjustment on financial instruments	(81.3)
Exercise of Private Placement Warrants	(3.6)
Balance at December 31, 2021	$	227.8
Mark to market adjustment on financial instruments	(206.8)
Exercise of Private Placement Warrants	—
Balance at December 31, 2022	$	21.0

There were no transfers of assets or liabilities between levels during the year ended December 31, 2022 and 2021.

Non-Financial Assets Valued on a Non-Recurring Basis

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

Finite-lived Intangible Assets - If a triggering event occurs, the Company determines the estimated fair value of finite-lived intangible assets by determining the present value of the expected cash flows.

Indefinite-lived Intangible Asset - If a qualitative analysis indicates that it is more likely than not that the estimated fair value is less than the carrying value of an indefinite-lived intangible asset, the Company determines the estimated fair value of the indefinite-lived intangible asset (trade name) by determining the present value of the estimated royalty payments on an after-tax basis that it would be required to pay the owner for the right to use such trade name. If the carrying amount exceeds the estimated fair value, an impairment loss is recognized in an amount equal to the excess.

Goodwill - Goodwill represents the difference between the purchase price and the fair value of the identifiable tangible and intangible net assets resulting from business combinations. The Company evaluates its goodwill for impairment at the reporting unit level, defined as an operating segment or one level below an operating segment, annually as of October 1 or more frequently if impairment indicators arise in accordance with ASC Topic 350. The Company performs qualitative analysis of macroeconomic conditions, industry and market considerations, internal cost factors, financial performance, fair value history and other company specific events. If this qualitative analysis indicates that it is more likely than not that the estimated fair value is less than the book value for the respective reporting unit, the Company applies a one-step impairment test in which the Company determines whether the estimated fair value of the reporting unit is in excess of its carrying value. If the carrying value of the net assets assigned to the reporting unit exceeds the estimated fair value of the reporting unit, the Company performs the second step of the impairment test to determine the implied estimated fair value of the reporting unit’s goodwill. The Company determines the implied estimated fair value of goodwill by determining the present value of the estimated future cash flows for each reporting unit and comparing the reporting unit’s risk profile and growth prospects to selected, reasonably similar publicly traded companies.

Right of Use Asset - The guidance in ASC 360-10 requires three steps to identify, recognize and measure the impairment of a long-lived asset (asset group) to be held and used. The Company evaluates whether there are indicators of impairment present (i.e., whether there are any events or changes in circumstances that indicate that the carrying amount of the long-lived asset (group) might not be recoverable, including the ceased use of the leased property). The Company performs tests for recoverability and if indicators of impairment are present, the Company perform a recoverability test by comparing the sum of the estimated undiscounted future cash flows attributable to the long-lived asset (asset group) in question to the carrying amount of the long-lived asset (asset group). If the undiscounted cash flows used in the test for recoverability are less than the carrying amount of the long-lived asset (asset group), the Company determines the fair value of the long-lived asset (asset group) and recognizes an impairment loss if the carrying amount of the long-lived asset (asset group) exceeds its fair value. The Company recorded a non-cash adjustment to Restructuring and impairment within the Consolidated Statement of Operations to reduce the carrying value of operating lease right of use assets by $8.6 and $57.3 for the year ended December 31, 2022 and 2021, respectively. Additionally, the Company incurred $0.7 and $3.3 in lease termination fees during the year ended December 31, 2022 and 2021, respectively. Fair value assumptions including sublease probabilities and the present value factor were used in the impairment calculation.

51

CLARIVATE PLC

Notes to the Consolidated Financial Statements

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

Note 11: Pension and Other Post‑Retirement Benefits

Retirement Benefits

The Company may be required to sponsor pension benefit plans, for certain international markets, which are unfunded and are not material for the Company. The net periodic pension expense is actuarially determined on an annual basis by independent actuaries using the projected unit credit method. The determination of benefit expense requires assumptions such as the discount rate, which is used to measure service cost, benefit plan obligations and the interest expense on the plan obligations. Other significant assumptions include expected mortality, the expected rate of increase with respect to future compensation and pension. Because the determination of the cost and obligations associated with employee future benefits requires the use of various assumptions, there is measurement uncertainty inherent in the actuarial valuation process. Actual results will differ from results which are estimated based on assumptions.

The liability recognized in the Consolidated Balance Sheets is the present value of the defined benefit obligation at the end of the reporting period. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid and that have terms to maturity approximating the terms of the related pension liability. The defined benefit obligation is included in Other non-current liabilities in the Consolidated Balance Sheets. All actuarial gains and losses that arise in calculating the present value of the defined benefit obligation are recognized immediately in Accumulated deficit and included in the Consolidated Statements of Comprehensive Income (Loss).

Employer contributions to defined contribution plans are expensed as incurred, which is as the related employee service is rendered.

Defined contribution plans

Employees participate in various defined contribution savings plans that provide for Company-matching contributions. Costs for future employee benefits are accrued over the periods in which employees earn the benefits. Total expense related to defined contribution plans was $30.5, $18.1 and $13.3 for the years ended December 31, 2022, 2021 and 2020, respectively, which approximates the cash outlays related to the plans.

Defined benefit plans

A limited number of employees participate in noncontributory defined benefit pension plans that are maintained in certain international markets. The plans are managed and funded to provide pension benefits to covered employees in accordance with local regulations and practices. The Company’s obligations related to the defined benefit pension plans is in Accrued expenses and other current liabilities and Other non-current liabilities.

The following table presents the changes in projected benefit obligations, the plan assets, and the funded status of the defined benefit pension plans:

52

CLARIVATE PLC

Notes to the Consolidated Financial Statements

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

	December 31,
	2022		2021
Obligation and funded status:
Change in benefit obligation
Projected benefit obligation at beginning of year	$	21.5	$	21.6
Service costs	1.5		1.5
Interest cost	0.4		0.3
Plan participant contributions	0.1		0.1
Actuarial (gains) losses	(2.7)		(0.5)
Acquisition/Business Combination/Divestiture	(0.3)		0.9
Benefit payments	(0.9)		(0.9)
Expenses paid from assets	—		—
Settlements	(0.1)		(0.3)
Curtailment	(0.3)		—
Effect of foreign currency translation	(1.5)		(1.2)
Projected benefit obligation at end of year	$	17.7	$	21.5
Change in plan assets
Fair value of plan assets at beginning of year	$	6.7	$	6.7
Actual return on plan assets	0.1		0.3
Settlements	(0.1)		(0.3)
Plan participant contributions	0.1		0.1
Acquisition/Business Combination/Divestiture	—		—
Employer contributions	1.1		1.4
Benefit payments	(0.9)		(0.9)
Expenses paid from assets	—		—
Effect of foreign currency translation	(0.3)		(0.6)
Fair value of plan assets at end of year	6.7		6.7
Unfunded status	$	(11.0)	$	(14.8)

The following table summarizes the amounts recognized in the Consolidated Balance Sheets related to the defined benefit pension plans:

	December 31,
	2022		2021
Current liabilities	$	(1.1)	$	(1.1)
Non-current liabilities	(9.9)		(13.7)
AOCI	(2.1)		0.7

The following table provides information for those pension plans with an accumulated benefit obligation in excess of plan assets and projected benefit obligations in excess of plan assets:

53

CLARIVATE PLC

Notes to the Consolidated Financial Statements

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

	December 31,
	2022		2021
Plans with accumulated benefit obligation in excess of plan assets:
Accumulated benefit obligation	$	15.6	$	18.6
Fair value of plan assets	6.7		6.7
Plans with projected benefit obligation in excess of plan assets:
Projected benefit obligation	$	17.7	$	21.5
Fair value of plan assets	6.7		6.7

The components of net periodic benefit cost changes in plan assets and benefit obligations recognized as follows:

	Year Ended December 31,
	2022		2021		2020
Service cost	$	1.5	$	1.5	1.1
Interest cost	0.4		0.3		0.3
Expected return on plan assets	(0.2)		(0.2)		(0.2)
Amortization of actuarial gains	0.1		—		—
Settlement/(Curtailment)	(0.3)		(0.1)		(0.5)
Net periodic benefit cost	$	1.5	$	1.5	$	0.7

The following table presents the weighted-average assumptions used to determine the net periodic benefit cost as of:

	December 31,
	2022		2021
Discount rate	2.38	%	1.66	%
Expected return on plan assets	3.04	%	3.04	%
Rate of compensation increase	4.89	%	5.18	%
Social Security increase rate	2.50	%	2.50	%
Pension increase rate	1.90	%	1.80	%

The following table presents the weighted-average assumptions used to determine the benefit obligations as of:

	December 31,
	2022		2021
Discount rate	4.84	%	2.38	%
Rate of compensation increase	6.35	%	5.79	%
Social Security increase rate	3.00	%	2.50	%
Pension increase rate	2.25	%	1.90	%

The Company determines the assumptions used to measure plan liabilities as of the December 31 measurement date.

The discount rate represents the interest rate used to determine the present value of the future cash flows currently expected to be required to settle the Company’s defined benefit pension plan obligations. The discount rates are derived using weighted average yield curves on corporate bonds. The cash flows from the Company’s expected benefit obligation payments are then matched to the yield curve to derive the discount rates. At December 31, 2022, the discount rates ranged

54

CLARIVATE PLC

Notes to the Consolidated Financial Statements

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

from 1.60% to 7.20% for the Company’s pension plan and postretirement benefit plan. At December 31, 2021, the discount rates ranged from 0.55% to 5.90% for the Company’s pension plan and postretirement benefit plan.

Plan Assets

The general investment objective for our plan assets is to obtain a rate of investment return consistent with the level of risk being taken and to earn performance rates of return as required by local regulations for our defined benefit plans. For such plans, the strategy is to invest primarily 100% in insurance contracts. Plan assets held in insurance contracts do not have target asset allocation ranges. The expected long-term return on plan assets is estimated based off of historical and expected returns. As of December 31, 2022, the expected weighted-average long-term rate of return on plan assets was 3%.

The fair value of our plan assets and the respective level in the far value hierarchy by asset category is as follows:

	December 31, 2022						December 31, 2021
Fair value measurement of pension plan assets:	Level 1		Level 2	Level 3	Total Assets		Level 1		Level 2	Level 3	Total Assets
Insurance contract	$	—	—	6.7	$	6.7	$	—	—	6.7	$	6.7

The fair value of the insurance contracts is an estimate of the amount that would be received in an orderly sale to a market participant at the measurement date. The amount the plan would receive from the contract holder if the contracts were terminated is the primary input and is unobservable. The insurance contracts are therefore classified as Level 3 investments.

The following table provides the estimated pension benefit payments that are payable from the plans to participants as of December 31, 2022, for the following years:

2023	$	1.3
2024	1.4
2025	1.5
2026	1.7
2027	1.7
2028 to 2032	8.6
Total	$	16.2

Based on the current status of our defined benefit obligations, we expect to make payments in the amount of $1.0 to fund these plans in 2023. However, this estimate may change based on future regulatory changes.

Note 12: Debt

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

55

CLARIVATE PLC

Notes to the Consolidated Financial Statements

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

		December 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	7.234	%	—		3.359	%	175.0
Term Loan Facility	2026	7.384	%	2,497.4		3.860	%	2,818.8
Senior Secured Notes	2026	4.500	%	700.0		4.500	%	700.0
Finance lease(1)	2036	6.936	%	31.3		3.800	%	30.8
Total debt outstanding				5,071.3				5,567.2
Debt issuance costs				(36.8)				(47.1)
Term Loan Facility (2026), Senior Notes (2029), Senior Secured Notes (2028), discounts				(28.5)				(33.2)
Current portion of long-term debt				(1.0)				(30.6)
Long-term debt				$	5,005.0			$	5,456.3
(1) See Note 6 - Leases for additional information.

The loans were priced at market terms and collectively have a weighted average interest rate of 5.883% and 4.096% for the year ended December 31, 2022 and 2021, respectively.

Financing Transactions

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

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

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

The Senior Secured Notes and Senior Notes are subject to redemption as a result of certain changes in control at 101% of the principal amount, plus accrued and unpaid interest to the date of purchase. At the Company’s election, these Notes may be redeemed (i) prior to June 30, 2024, at a redemption price equal to 100% of the aggregate principal amount of the Notes being redeemed, plus a “make-whole” premium and accrued and unpaid interest to the date of redemption; (ii) prior to June 30, 2024, the Company may use funds, in an aggregate amount not exceeding the net cash proceeds of one or more specified equity offerings, to redeem up to 40% of the aggregate principal amount of the Senior Secured Notes and Senior Notes at a redemption price equal to 103.875% and 104.875% of the aggregate principal amount being redeemed, respectively, plus accrued and unpaid interest and additional amounts to the date of redemption provided that at least 50% of the original aggregate principal amount of the Notes issued on the Closing Date remains outstanding after the redemption (or all Notes are redeemed substantially concurrently) and the redemption occurs within 120 days of the date of the closing of such equity offering; or, (iii) on or after June 30, 2024, during the 12 month period commencing on June 30 of each of the years referenced below based on the call premiums listed below, plus accrued and unpaid interest to the date of redemption.

56

CLARIVATE PLC

Notes to the Consolidated Financial Statements

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

	Redemption Price (as a percentage of principal)
Period	Senior Secured Notes (2028)		Senior Notes (2029)
2024	101.938	%	102.438	%
2025	100.969	%	101.219	%
2026 and thereafter	100.000	%	100.000	%

The Indenture governing the Senior Secured Notes due 2028 contains covenants which, among other things, limit the incurrence of additional indebtedness (including acquired indebtedness), issuance of certain preferred stock, the payment of dividends, making restricted payments and investments, the purchase or acquisition or retirement for value of any equity interests, the provision of loans or advances to restricted subsidiaries, the sale or lease or transfer of any properties to any restricted subsidiaries, the transfer or sale of assets, and the creation of certain liens. As of December 31, 2022, we were in compliance with the indenture covenants.

Senior Secured Notes (2026)

The Company has $700.0 aggregate principal amount of its Senior Secured Notes due 2026 bearing interest at 4.50% per annum, payable semi-annually to holders of record on May 1 and November 1 of each year. The first interest payment was paid in May 2020. The Senior Secured Notes due 2026 were issued by Camelot Finance S.A. (the "Lux Issuer"), an indirect wholly-owned subsidiary of Clarivate, and are secured on a first-lien pari passu basis with borrowings under the Credit Facilities and Senior Secured Notes due 2028. These Notes are guaranteed on a joint and several basis by each of Clarivate's indirect subsidiaries that is an obligor or guarantor under the Credit Facilities and are general senior secured obligations of the Lux Issuer and are secured on a first-priority basis by the collateral now owned or hereafter acquired by the Lux Issuer and each of the guarantors that secures the Issuer’s and such guarantor’s obligations under Clarivate's credit facilities (subject to permitted liens and other exceptions).

The Senior Secured Notes due 2026 are subject to redemption as a result of certain changes in tax laws or treaties of (or their interpretation by) a relevant taxing jurisdiction at 100% of the principal amount, plus accrued and unpaid interest to the date of redemption, and upon certain changes in control at 101% of the principal amount, plus accrued and unpaid interest to the date of purchase. Additionally, at the Company’s election, the Notes may be redeemed (i) prior to November 1, 2022 at a redemption price equal to 100% of the aggregate principal amount of Notes being redeemed plus a “make-whole” premium and accrued and unpaid interest to the date of redemption or (ii) prior to November 1, 2022, the Company may use funds in an aggregate amount not exceeding the net cash proceeds of one or more specified equity offerings to redeem up to 40% of the aggregate principal amount of the Notes at a redemption price equal to 104.5% of the aggregate principal amount of the Notes being redeemed, plus accrued and unpaid interest and additional amounts to the date of redemption provided that at least 50% of the original aggregate principal amount of the Notes issued on the Closing Date remains outstanding after the redemption (or all Notes are redeemed substantially concurrently) and the redemption occurs within 120 days of the date of the closing of such equity offering or (iii) on November 1 of each of the years and respective call premiums listed below, plus accrued and unpaid interest to the date of redemption.

Period	Redemption Price (as a percentage of principal)
2023	101.125	%
2024 and thereafter	100.000	%

The Indenture governing the Senior Secured Notes due 2026 contains covenants which, among other things, limit the incurrence of additional indebtedness (including acquired indebtedness), issuance of certain preferred stock, the payment of dividends, making restricted payments and investments, the purchase or acquisition or retirement for value of any equity interests, the provision of loans or advances to restricted subsidiaries, the sale or lease or transfer of any properties to any restricted subsidiaries, the transfer or sale of assets, and the creation of certain liens. As of December 31, 2022, we were in compliance with the indenture covenants.

57

CLARIVATE PLC

Notes to the Consolidated Financial Statements

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

The Credit Facilities

Borrowings under the Credit Facilities, bear interest at a floating rate which can be, at our option, either (i) a Eurocurrency rate plus an applicable margin or (ii) an alternate base rate (equal to the highest of (i) the rate which Bank of America, N.A. announces as its prime lending rate, (ii) the Federal Funds Effective Rate plus one-half of 1.00% and (iii) the Eurocurrency rate for an interest period of one month for loans denominated in dollars plus 1.00% plus an applicable margin). Commencing with the last day of the first full quarter ending after the closing date of the Credit Facilities, the Term Loan Facility will amortize in equal quarterly installments in an amount equal to 1.00% per annum of the original par principal amount thereof, with the remaining balance due at final maturity.

The Credit Facilities are secured by substantially all of our assets and the assets of all of our U.S. restricted subsidiaries and certain of our non-U.S. subsidiaries, including those that are or may be borrowers or guarantors under the Credit Facilities, subject to customary exceptions. The Credit Agreement governing the Credit Facilities contains 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.

The Credit Facilities provide that, upon the occurrence of certain events of default, our obligations thereunder may be accelerated, and the lending commitments terminated. Such events of default include payment defaults to the lenders, material inaccuracies of representations and warranties, covenant defaults, cross-defaults to other material indebtedness (including the Senior Secured Notes due 2026 and 2028 and Senior Notes 2029), voluntary and involuntary bankruptcy proceedings, material money judgments, loss of perfection over a material portion of collateral, material ERISA/pension plan events, certain change of control events and other customary events of default, in each case subject to threshold, notice and grace period provisions.

The Company may be subject to certain negative covenants, including either a fixed charge coverage ratio, total first lien net leverage ratio, or total net leverage ratio if certain conditions are met. As of December 31, 2022, the Company was in compliance with the covenants for the credit facilities.

The obligations of the borrowers under the Credit Agreement are guaranteed by UK Holdco and certain of its restricted subsidiaries and are collateralized by substantially all of UK Holdco’s and certain of its restricted subsidiaries’ assets (with customary exceptions described in the Credit Agreement). UK Holdco and its restricted subsidiaries are subject to certain covenants including restrictions on UK Holdco’s ability to pay dividends, incur indebtedness, grant a lien over its assets, merge or consolidate, make investments, or make payments to affiliates.

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.

On March 31, 2022, the Company’s direct and indirect subsidiaries that are borrowers or guarantors under the Credit Agreement dated as of October 31, 2019, (the "Credit Agreement") entered into an amendment thereto, pursuant to which the total revolving credit commitments thereunder were increased by $400.0 from $350.0 to $750.0 in the aggregate and the maturity date for revolving credit commitments was extended to March 31, 2027, subject to a “springing” maturity date 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 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) and 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.

58

CLARIVATE PLC

Notes to the Consolidated Financial Statements

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

Proceeds of loans made under the Revolving Credit Facility may be borrowed, repaid and reborrowed prior to the maturity of the Revolving Credit Facility. Our ability to draw under the Revolving Credit Facility or issue letters of credit thereunder is conditioned upon, among other things, delivery of required notices, accuracy of the representations and warranties contained in the Credit Agreement and the absence of any default or event of default under the Credit Agreement.

During the fourth quarter of 2022, the Company paid the $175.0 outstanding balance on its Revolving Credit Facility that we had borrowed in November 2021 and used the net proceeds for general corporate purposes. As a result, the Company had no outstanding balance on its Revolving Credit Facility as of December 31, 2022.

As of December 31, 2022, letters of credit totaling $9.5 were collateralized by the Revolving Credit Facility. Notwithstanding the Revolving Credit Facility, the Company had unsecured corporate guarantees outstanding for $12.9 and cash collateralized letters of credit totaling $3.3 as of December 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 2026, which was fully drawn at closing. During the fourth quarter of 2022, the Company made a $300.0 prepayment on its Term Loan Facility. Prior to this prepayment, the principal amount of the Term Loan Facility was repaid by the Company on the last business day of each March, June, September and December, in an amount equal to 0.25% of the aggregate outstanding amount of the initial term loans which, as of December 31, 2022, was $2,497.4.

The fair value of the Company’s debt was $4,709.6 and $5,595.5 at December 31, 2022 and December 31, 2021, respectively, and is considered Level 2 under the fair value hierarchy. Refer to Note 10 - Fair Value Measurements for additional information.

Amounts due under all of the Company's outstanding borrowings as of December 31, 2022, for the next five years are as follows:

2023	$	1.0
2024	1.2
2025	1.3
2026	3,198.8
2027	1.7
Thereafter	1,867.3
Total maturities	5,071.3
Less: capitalized debt issuance costs and original issue discount	(65.3)
Total, including the current portion of long-term debt, as of December 31, 2022	$	5,006.0

Note 13: Revenue

Disaggregated Revenues

We disaggregate our revenues by segment (see Note 19 - Segment Information) and by transaction type based on revenue recognition pattern as follows:

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

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

59

CLARIVATE PLC

Notes to the Consolidated Financial Statements

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

are recognized. The most significant component of our re-occurring revenues is our 'renewal' business within CPA Global.

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

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

	Year Ended December 31,
	2022		2021		2020
Subscription revenues	$	1,619.8	$	1,034.4	$	877.7
Re-occurring revenues	441.9		453.2		111.9
Transactional and other revenues	599.1		393.3		287.6
Total revenues, gross	2,660.8		1,880.9		1,277.2
Deferred revenues adjustment(1)	(1.0)		(4.0)		(23.1)
Total revenues, net	$	2,659.8	$	1,876.9	$	1,254.1
(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.

Cost to Obtain a Contract

The Company has prepaid sales commissions included in both Prepaid expenses and Other non-current assets on the balance sheets. The amount of prepaid sales commissions included in Prepaid expenses was $27.7 and $27.2 as of December 31, 2022 and 2021, respectively. The amount of prepaid sales commissions included in Other non-current assets was $15.5 and $17.1 as of December 31, 2022 and 2021, respectively. The Company has not recorded any impairments against these prepaid sales commissions.

Contract Balances

60

CLARIVATE PLC

Notes to the Consolidated Financial Statements

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

	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 (December 31, 2022)	872.1		947.5		38.5
Decrease	$	34.3	$	82.9	$	15.7
Opening (January 1, 2021)	$	737.7	$	707.3	$	41.4
Closing (December 31, 2021)	906.4		1,030.4		54.2
Increase	$	(168.7)	$	(323.1)	$	(12.8)
Opening (January 1, 2020)	$	333.9	$	407.3	$	19.7
Closing (December 31, 2020)	737.7		707.3		41.4
Increase	$	(403.8)	$	(300.0)	$	(21.7)

The amount of revenue recognized in the period that was included in the opening deferred revenues balances was $955.9, $563.1 and $400.7 for the years ended December 31, 2022, 2021 and 2020, respectively. This revenue consists primarily of subscription revenues.

Transaction Price Allocated to Remaining Performance Obligations

As of December 31, 2022, approximately $101.6 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 51% of these performance obligations over the next 12 months. Of the remaining 49%, 24% is expected to be recognized within the following year, 16% is expected to be recognized within three to five years, with the final 9% expected to be recognized within six to ten years.

Note 14: Shareholders’ Equity

As of December 31, 2022, there were unlimited shares of ordinary stock authorized and 674.4 million shares issued and outstanding, with no par value. The Company did not hold any shares as treasury shares as of December 31, 2022, and 0.5 million shares as treasury shares as of December 31, 2021. 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 Piramal Enterprises Limited ("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), 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 December 31, 2022, we accrued $6.5 of preferred share dividends within Accrued expenses and other current liabilities. While the dividends on the MCPS are cumulative, they will not be paid until declared by the Company’s Board of Directors. If the dividends are not declared, they will continue to accumulate until paid, due to a backstop contained in the agreement (even if never declared).

61

CLARIVATE PLC

Notes to the Consolidated Financial Statements

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

Each of our MCPS will automatically convert on the second business day immediately following the last trading day of the "Settlement Period" (the 30 consecutive Trading Day period commencing on, and including, the 31st Scheduled Trading Day immediately preceding June 1, 2024) into between 3.2052 and 3.8462 of our ordinary shares (respectively, the “Minimum Conversion Rate” and “Maximum Conversion Rate”), each subject to anti-dilution adjustments. The number of our ordinary shares issuable on conversion of the convertible preferred shares will be determined based on an Average VWAP per ordinary share over the Settlement Period. At any time prior to June 1, 2024, holders may elect to convert each convertible preferred share into ordinary shares at the Minimum Conversion Rate.

Holders of the preferred shares have the right to convert all or any portion of their shares at any time until the close of business on the mandatory conversion date. Early conversions that are not in connection with a “Make-Whole Fundamental Change” will be settled at the minimum conversion rate. If a Make-Whole Fundamental Change occurs, holders of the preferred shares will, in certain circumstances, be entitled to convert their shares at an increased conversion rate for a specified period of time and receive an amount to compensate them for certain unpaid accumulated dividends and any remaining future scheduled dividend payments.

The preferred shares will not be redeemable at our election before the mandatory conversion date and the holders of these shares do not have any voting rights, with limited exceptions. In the event that preferred share dividends have not been declared and paid in an aggregate amount corresponding to six or more dividend periods, whether or not consecutive, the holders of these shares will have the right to elect two new directors until all accumulated and unpaid MCPS dividends have been paid in full, at which time that right will terminate.

Treasury Shares

CPA Global Acquisition Shares - During the year ended December 31, 2021, 5.8 million shares held in the EBT were sold at an average net price per share of $23.78 to fund the payment to the respective employees via payroll in the first quarter of 2022 as it relates to the first lock-up period and vesting date which occurred on October 1, 2021. Given the original share value of $30.99 as of the date of the acquisition, an associated loss was recognized within the Consolidated Statement of Changes in Equity in the amount of $41.6.

During the year ended December 31, 2022, the last remaining 0.5 million 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 $10.72 to fund the payment to the respective employees. Given the original share value of $30.99 as of the date of the acquisition, an associated loss was recognized within the Consolidated Statement of Changes in Equity in the amount of $11.2.

During January 2021, the Company issued 1.5 million ordinary shares as per the purchase agreement for the acquisition of CPA Global pursuant to a hold-back clause within the purchase agreement for a total of $43.9, which was satisfied. See Note 20 - 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 February 2022 repurchase program replaces the repurchase program previously announced in August 2021. During the year ended December 31, 2022, the Company repurchased 10.7 million ordinary shares at an average price per share of $16.33 with a total carrying value of $175.0 all of which were subsequently retired at an average price at retirement of $15.61 and restored as authorized but unissued ordinary shares. Upon formal retirement and in accordance with ASC Topic 505, Equity, the Company reduced its ordinary shares account by the carrying amount of the treasury shares. Additionally, given the differences of the original repurchase share value and the value at the time of formal retirements, an associated loss was recognized within the Consolidated Statement of Changes in Equity in the amount of $7.7. As of December 31, 2022, the Company had approximately $825.0 of availability remaining under this program.

62

CLARIVATE PLC

Notes to the Consolidated Financial Statements

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

Note 15: Share-based Compensation

The Company grants share-based awards under the Clarivate Plc 2019 Incentive Award Plan ("the Plan"). A maximum aggregate amount of 60.0 million ordinary shares are reserved for issuance under the Plan. Equity awards under the 2019 Incentive Award Plan may be issued in the form of options to purchase shares of the Company which are exercisable upon the occurrence of conditions specified within individual award agreements. As of December 31, 2022 and 2021, approximately 29.7 million and 40.2 million shares, respectively, of the Company’s ordinary shares were available for share-based awards. The Plan provides for the issuance of stock options, restricted stock units ("RSUs") and performance share units ("PSUs").

Share-based compensation expense is recorded to the “Cost of revenues" and “Selling, general and administrative” line items on the accompanying Consolidated Statements of Operations. Total share-based compensation expense for the year ended December 31, 2022, 2021 and 2020, comprised of the following:

	Year Ended December 31, 2022
	Stock Options		RSUs		PSUs		CPA Global Equity Plan		Total
Cost of revenues	$	—	$	32.9	$	—	$	3.4	$	36.3
Selling, general and administrative costs	0.4		57.6		3.2		4.7		65.9
Total share-based compensation expense	$	0.4	$	90.5	$	3.2	$	8.1	$	102.2

	Year Ended December 31, 2021
	Stock Options		RSUs		PSUs		CPA Global Equity Plan		Total
Cost of revenues	$	0.1	$	18.9	$	0.5	$	25.7	$	45.2
Selling, general and administrative costs	0.4		32.4		3.9		57.2		93.9
Total share-based compensation expense	$	0.5	$	51.3	$	4.4	$	82.9	$	139.1
	Year Ended December 31, 2020
	Stock Options		RSUs		PSUs		CPA Global Equity Plan/Other SBC Plans		Total
Cost of revenues	$	0.2	$	—	$	—	$	9.4	$	9.6
Selling, general and administrative costs	11.2		16.3		0.2		33.9		61.6
Total share-based compensation expense	$	11.4	$	16.3	$	0.2	$	43.3	$	71.2

Total income tax benefits recognized for stock-based compensation arrangements were as follows:

	Year Ended December 31,
	2022		2021		2020
Income tax benefits	$	8.3	$	8.5	$	30.6

Stock Options

The Company’s stock option activity for the year ended December 31, 2022, and 2021, respectively is summarized below:

63

CLARIVATE PLC

Notes to the Consolidated Financial Statements

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

	Number of Options	Weighted Average Exercise Price per Share		Weighted-Average Remaining Contractual Life (in years)	Aggregate Intrinsic Value
Balance at December 31, 2021	4.8	$	13.43	4.75	$	49.7
Granted	—	—		0	—
Exercised	(0.4)	12.13		0	0.8
Forfeited	(0.7)	15.92		0	—
Balance at December 31, 2022	3.7	$	13.12	3.96	$	1.2
Vested and exercisable at December 31, 2022	3.7	$	13.12	3.96	$	1.2

	Number of Options	Weighted Average Exercise Price per Share		Weighted-Average Remaining Contractual Life (in years)	Aggregate Intrinsic Value
Balance at December 31, 2020	7.9	$	12.95	6.2	$	132.0
Granted	—	—		0	—
Exercised	(3.1)	12.19		0	(43.4)
Forfeited	—	—		0
Balance at December 31, 2021	4.8	$	13.43	4.75	$	49.7
Vested and exercisable at December 31, 2021	4.8	$	13.43	4.75	$	49.7

The aggregate intrinsic value in the table above represents the difference between the Company’s most recent valuation and the exercise price of each in-the-money option on the last day of the period presented. As of December 31, 2022 and 2021, there was no unrecognized compensation cost related to outstanding stock options.

The contractual term of the option ranges from one to ten years. Expected volatility is the average volatility over the expected terms of comparable public entities from the same industry. The risk-free interest rate is based on a treasury rate with a remaining term similar to the contractual term of the option. The Company is recently formed and at this time does not expect to distribute any dividends to the holders of the Company's ordinary shares. The Company recognizes forfeitures as they occur.

The assumptions used to value the Company’s options granted during the period presented and their expected lives were as follows:

	December 31,
		2021		2020
Weighted-average expected dividend yield		—		—
Expected volatility		25.32% - 35.34%		34.05% - 39.43%
Weighted-average expected volatility		31.15	%	34.79 %
Weighted-average risk-free interest rate		0.37	%	0.14 %
Expected life (in years)		1.95		1

Restricted Stock Units (“RSUs”) and Performance Stock Units (“PSUs”)

The following table summarizes the Company’s existing share-based compensation awards program activity for the year ended December 31, 2022, and 2021, respectively:

64

CLARIVATE PLC

Notes to the Consolidated Financial Statements

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

	Year Ended December 31, 2022
	RSUs		RSUs Weighted Average Grant Date Fair Value		PSUs		PSUs Weighted Average Grant Date Fair Value
Balance at December 31, 2021	4.5		$	23.42	1.4		$	24.86
Granted	12.9		12.14		1.2		13.83
Exercised/Vested	(2.9)		22.27		—		—
Forfeited/Unexercised	(1.0)		16.99		(0.5)		23.26
Balance at December 31, 2022	13.5		$	13.40	2.1		$	17.67
Total remaining unamortized compensation costs	$	106.6			$	6.6
Weighted average remaining service period	1.07 years				1.55 years

	Year Ended December 31, 2021
	RSUs		RSUs Weighted Average Grant Date Fair Value		PSUs		PSUs Weighted Average Grant Date Fair Value
Balance at December 31, 2020	1.8		$	19.30	0.9		$	25.16
Granted	4.3		23.91		0.7		23.56
Vested	(1.0)		23.18		—		32.50
Forfeited	(0.6)		23.39		(0.2)		24.52
Balance at December 31, 2021	4.5		$	23.42	1.4		$	24.86
Total remaining unamortized compensation costs	$	63.0			$	7.2
Weighted average remaining service period	0.94 years				1.51 years

Warrants

In connection with the acquisition of Churchill Capital Corp consummated on May 13, 2019, the Company had warrants outstanding for certain individuals to purchase an aggregate of 52.8 million ordinary shares with an exercise price of $11.50 per share, consisting of 34.5 million public warrants and 18.3 million Private Placement Warrants. As of December 31, 2020, no public warrants were outstanding. On November 23, 2020, one individual exercised warrants for 0.3 million ordinary shares through a cashless redemption in which 0.1 million shares were withheld to cover the exercise price. The net impact of the redemption was an issuance of 0.2 million shares. Additionally, on January 21, 2021, one warrant holder exercised warrants for 0.2 million ordinary shares through a cashless redemption in which 0.1 million shares were withheld to cover the exercise price. The net impact of the redemption was an issuance of 0.1 million shares. As of December 31, 2022, there were 17.8 million ordinary shares outstanding for Private Placement Warrants.

The following table summarizes the changes in Private Placement Warrant shares outstanding as of December 31, 2022 and 2021.

65

CLARIVATE PLC

Notes to the Consolidated Financial Statements

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

	Number of Shares	Weighted Average Fair Value per Share
Outstanding at December 31, 2020	18.0	$	17.35
Exercise of Private Placement Warrants	(0.2)	16.93
Outstanding at December 31, 2021	17.8	$	12.79
Outstanding at December 31, 2021	17.8	$	12.79
Exercise of Private Placement Warrants	—	0
Outstanding at December 31, 2022	17.8	$	1.18

CPA Global Phantom Plan

The acquired CPA Global business had a legacy deferred compensation plan. Under the plan, there are two groups of employee participants, including a non-management employee participant group and a management participant group. The vesting period for the management participant group plan includes both a lock up period vesting date of October 1, 2021, and an extended lock up period vesting date of October 1, 2022, for certain grants that were issued. The non-management employee participant group included a lock up period vesting period of October 1, 2021. For voluntary leavers under the plan, the participants would forfeit their awards. Given that the awards will be settled in cash, they are accounted for as a liability award in accordance with ASC 718. The liability balance is marked to market at the end of each reporting period.

In connection with the acquisition accounting in accordance with ASC 805, the Company performed an analysis by grant date to attribute the liability between the pre- and post- combination periods. Accordingly, the Company recorded a pre-combination liability of $19.5 which was offset to goodwill in acquisition accounting. The pre-combination liability is accreted over the remaining service periods and the related stock based compensation charge is recorded within the Cost of revenues and Selling, general and administrative costs line items of the Consolidated Statement of Operations.

Given the nature of the lock up periods and the retentive element to the award for the benefit of Clarivate, post-combination stock based compensation charges of $8.1, $82.9 and $29.9 were recorded within the Cost of revenues and Selling, general and administrative costs line items of the Consolidated Statement of Operations for the years ended December 31, 2022, 2021 and 2020, respectively. To the extent vesting of awards were accelerated for colleagues that were involuntarily terminated, the Company accounted for these as a modification and acceleration of stock based compensation charges of $0.1, $4.6 and $8.5 within the Restructuring and impairment line item of the Consolidated Statement of Operations for the years ended December 31, 2022, 2021 and 2020, respectively.

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 held cash that was classified as restricted cash on the Consolidated Balance Sheet. See Note 14 - Shareholders’ Equity for further details on the sale of shares in the EBT for the year ended December 2021 and December 2022 to fund the payment to the respective employees via payroll during 2022.

Note 16: Income Taxes

Income tax (benefit)/expense analyzed by jurisdiction is as follows:

66

CLARIVATE PLC

Notes to the Consolidated Financial Statements

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

	Year Ended December 31,
	2022		2021		2020
Current
U.K.	$	9.7	$	4.4	$	1.3
U.S. Federal	(1.1)		4.8		17.5
U.S. State	2.8		0.3		2.9
Other	25.4		20.2		15.8
Total current	36.8		29.7		37.5
Deferred
U.K.	2.2		(8.3)		(15.9)
U.S. Federal(1)	(56.0)		6.0		(15.0)
U.S. State	(3.8)		(2.8)		(1.0)
Other	(8.1)		(12.3)		(8.3)
Total deferred	(65.7)		(17.4)		(40.2)
Total provision (benefit) for income taxes	$	(28.9)	$	12.3	$	(2.7)
(1) The $(56.0) for the year ended December 31, 2022 is inclusive of a release of valuation allowance in the amount of $(56.2) associated with an internal legal entity restructuring executed during the fourth quarter of 2022.

The components of pre-tax income (loss) are as follows:

	Year Ended December 31,
	2022		2021		2020
U.K. income (loss)	$	174.7	$	(13.1)	$	(347.1)
U.S. income (loss)	(3,721.5)		(284.9)		(47.2)
Other income (loss)	(442.3)		39.8		41.0
Pre-tax loss	$	(3,989.1)	$	(258.2)	$	(353.3)

A reconciliation of the statutory U.K. income tax rate to the Company’s effective tax rate is as follows:

67

CLARIVATE PLC

Notes to the Consolidated Financial Statements

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

	Year Ended December 31,
	2022			2021			2020
Loss before tax:	$	(3,989.1)		$	(258.2)		$	(353.3)
Income tax (benefit) provision	(28.9)			12.3			(2.7)
Statutory rate	19.0		%	19.0		%	19.0		%
Effect of different tax rates	1.5		%	3.2		%	1.8		%
BEAT	(0.2)		%	(3.8)		%	(1.9)		%
Tax rate modifications	—		%	17.4		%	—		%
Valuation Allowances	(15.2)		%	(39.0)		%	(21.1)		%
Share-based compensation	(0.2)		%	(2.7)		%	6.6		%
Other permanent differences	—		%	2.3		%	(1.9)		%
Non-deductible transaction costs	—		%	(0.8)		%	(1.4)		%
Withholding tax	—		%	(0.4)		%	(0.2)		%
Impairments	(6.0)		%	—		%	—		%
Tax Exempt Gain	1.3		%	—		%	—		%
Other	0.5		%	—		%	(0.1)		%
Effective rate	0.7		%	(4.8)		%	0.8		%

The tax effects of the significant components of temporary differences giving rise to the Company’s deferred income tax assets and liabilities are as follows:

	December 31,
	2022		2021
Accounts receivable	$	2.6	$	2.6
Accrued expenses	19.7		24.1
Deferred revenue	10.0		5.2
Partnerships outside basis difference(1)	97.3		—
Other assets	32.6		33.0
Debt issuance costs	11.6		17.0
Lease liabilities	12.6		13.5
Goodwill(1)	547.0		73.8
Operating losses and tax attributes	601.8		533.3
Total deferred tax assets	1,335.2		702.5
Valuation Allowances(1)	(1,179.3)		(546.8)
Net deferred tax assets	155.9		155.7
Other identifiable intangible assets, net	(398.6)		(407.9)
Other liabilities	(19.7)		(20.0)
Partnerships outside basis difference	—		(49.1)
Right of use assets	(7.2)		(9.4)
Fixed assets, net	(22.3)		(21.5)
Total deferred tax liabilities	(447.8)		(507.9)
Net deferred tax liabilities	$	(291.9)	$	(352.2)
(1) Goodwill impairment, recorded during the third quarter of 2022, drove the increase in the Goodwill deferred tax asset and the Partnership outside basis difference deferred tax asset; these increases were primarily offset by increases in Valuation Allowances.

68

CLARIVATE PLC

Notes to the Consolidated Financial Statements

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

In the Consolidated Balance Sheets, deferred tax assets and liabilities are shown net if they are in the same jurisdiction. The components of the net deferred tax liabilities as reported on the Consolidated Balance Sheets are as follows:

	December 31,
	2022		2021
Deferred tax asset	$	24.2	$	27.9
Deferred tax liability	(316.1)		(380.1)
Net deferred tax liability	$	(291.9)	$	(352.2)

Deferred Tax Assets and Liabilities

The Company is required to assess the realization of its deferred tax assets and the need for a valuation allowance. The assessment requires judgment on the part of management with respect to benefits that could be realized from future taxable income. The valuation allowance is $1,179.3 and $546.8 at December 31, 2022 and 2021, respectively against certain deferred tax assets, as it more likely than not that such amounts will not be fully realized. During the year ended December 31, 2022 and 2021, the valuation allowance increased by $632.5 and $178.8, respectively.

At December 31, 2022, the Company had U.S. federal tax loss carryforwards of $1,315.9, U.K. tax loss carryforwards of $436.6, U.S. state tax loss carryforwards of $495.0, Japan tax loss carryforwards of $49.0, and tax loss carryforwards in other foreign jurisdictions of $81.9, respectively. The majority of the unrecognized tax loss carryforwards relate to UK and U.S. The carryforward period for US federal tax losses is twenty years for losses generated in tax years ended prior to December 31, 2017. The expiration period for these losses begins in 2036. For US losses generated in tax years beginning after January 1, 2018, the carryforward period is indefinite. The carryforward period for the U.K. tax losses is indefinite. The carryforward period for US state losses varies, and the expiration period is between 2022 and 2041. The carryforward period for the Japan tax losses is nine years, and the expiration period begins in 2025. The carryforward period of other losses varies by jurisdiction.

The Company has provided income taxes and withholding taxes in the amount of $16.4 on the undistributed earnings of foreign subsidiaries as of December 31, 2022. The Company is not permanently reinvesting its foreign earnings offshore.

Deferred Tax Valuation Allowance

The following table shows the change in the deferred tax valuation as follows:

	December 31,
	2022		2021		2020
Beginning Balance, January 1	$	546.8	$	368.0	$	173.3
Change Charged to Expense/(Income)	657.5		100.7		52.1
Change Charged to CTA	(17.0)		(4.7)		1.8
Change Charged to Goodwill	(8.0)		82.8		140.8
Ending Balance, December 31	$	1,179.3	$	546.8	$	368.0

Uncertain Tax Positions

Unrecognized tax benefits represent the difference between the tax benefits that the Company is able to recognize for financial reporting purposes and the tax benefits that have been recognized or expect to be recognized in filed tax returns. The total amount of net unrecognized tax benefits that, if recognized, would impact the Company's effective tax rate were $83.8 and $100.2 as of December 31, 2022 and 2021, respectively. As a result of the acquisition of ProQuest, a reserve of $70.8 has been recorded as part of the acquisition accounting related to positions taken in prior tax years by ProQuest. The majority of the reserve, in the amount of $66.6, is due to a tax controversy in Israel.

The Company recognizes accrued interest and penalties associated with uncertain tax positions as part of the tax provision. As of December 31, 2022, the interest and penalties are $25.8 and, as of December 31, 2021, the interest and penalties are $19.8. It is reasonably possible that the amount of unrecognized tax benefit related to an open exam will change during the

69

CLARIVATE PLC

Notes to the Consolidated Financial Statements

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

next 12 months if the Company is able to resolve material open issues with the local tax authority. We are unable to estimate the range of the reasonably possible change at this time.

The Company files income tax returns in the United Kingdom, the United States and various other jurisdictions. As of December 31, 2022, the Company’s open tax years subject to examination were 2016 through 2022, which includes the Company’s major jurisdictions in the United Kingdom and the United States.

The following table summarizes the Company’s unrecognized tax benefits, excluding interest and penalties:

	December 31,
	2022		2021		2020
Balance at the beginning of the year	$	100.2	$	13.7	$	1.1
Increases for tax positions taken in prior years	2.9		—		12.1
Increases for tax positions taken in the current year	1.5		5.0		0.5
Increases for acquisitions (recorded against goodwill)	1.4		70.8		—
Increases for return to provisions	—		11.0		—
Decreases for tax positions taken in prior years	(19.3)		—		—
Decreases due to statute expirations	(2.9)		(0.3)		—
Balance at the end of the year	$	83.8	$	100.2	$	13.7

Tax Benefits Preservation Plan

The Company’s ability to utilize net operating loss carryforwards and other tax attributes to reduce future U.S. federal taxable income (collectively, “Tax Assets”) is subject to potential limitations under Section 382 of the Internal Revenue Code and its related tax regulations. The utilization of these attributes may be limited if certain ownership changes by 5% shareholders (as defined in Treasury regulations pursuant to Section 382) and the effects of stock issuances by the Company during any three-year period result in a cumulative change of more than 50% in the beneficial ownership of the Company.

There are conditions that exist that are beyond the Company’s control which could cause an ownership change in the future and create a significant limitation on the Company’s ability to utilize those tax attributes. On December 22, 2022, the Board of Directors of the Company adopted a tax benefits preservation plan in order to protect against this possible limitation on the Company’s ability to use Tax Assets to reduce potential future U.S. federal income tax obligations. The Tax Benefits Preservation Plan is intended to reduce the likelihood of such an ownership change by deterring any person or group that would be treated as a 5% shareholder from acquiring beneficial ownership, as determined for relevant tax purposes, of 4.9% or more of the Company’s securities, and deterring existing shareholders who currently meet or exceed this ownership threshold from acquiring additional Company stock. Any such person or group is an “Acquiring Person” within the meaning of the Tax Benefits Preservation Plan.

To implement the Tax Benefits Preservation Plan, the Board of Directors declared a dividend of one preferred share purchase right (a “Right”) for each outstanding ordinary share, no par value per share (the “Ordinary Shares”), of the Company. The dividend was payable to holders of record as of the close of business on January 1, 2023. Any Ordinary Shares issued after January 1, 2023 will be issued together with the Rights. The Rights will be exercisable after any person or group becomes an Acquiring Person. The Tax Benefits Preservation Plan contains an exception from the definition of an Acquiring Person for persons or groups who, immediately prior to the first public announcement of the adoption of the Tax Benefits Preservation Plan, were beneficial owners of 4.9% or more of the Company’s Ordinary Shares then outstanding, and the exception applies unless or until such person or group acquires beneficial ownership of additional Ordinary Shares. If the Rights become exercisable, each Right (other than Rights beneficially owned by the Acquiring Person, its affiliates and associates) will entitle the holder to purchase, for $42.00 (the “Purchase Price”), a number of Ordinary Shares having an aggregate market value of twice the Purchase Price. Rights held by the Acquiring Person will become void and will not be exercisable.

The Tax Benefits Preservation Plan also includes an exchange option. At any time after any person or group of persons acquires 4.9% or more of the Company’s Ordinary Shares, but less than 50% or more of the outstanding Ordinary Shares, the Board of Directors, at its option, may exchange the Rights (other than Rights owned by such person or group of persons

70

CLARIVATE PLC

Notes to the Consolidated Financial Statements

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

which will have become void), in whole or in part, at an exchange ratio of one Ordinary Share per outstanding Right (subject to adjustment).

The Rights will trade with the Company’s Ordinary Shares and will expire at the close of business on October 31, 2023, unless earlier terminated or redeemed. The Board of Directors may terminate the Tax Benefits Preservation Plan prior to the time the Rights are triggered or may redeem the Rights prior to the Distribution Date, as defined in the Tax Benefits Preservation Plan, following a determination that the Tax Benefits Preservation Plan is no longer necessary or desirable for the preservation of the Tax Assets.

The Tax Benefits Preservation Plan adopted by the Board of Directors is similar to plans adopted by other publicly held companies with substantial tax assets and has a limited duration of less than one year. The Tax Benefits Preservation Plan is not designed to prevent any action that the Board of Directors determines to be in the best interest of the Company and its shareholders.

Note 17: 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 11.0 million, 9.6 million and 35.5 million options, RSUs, PSUs, and Warrants related to the 2019 Incentive Award Plan were excluded from diluted EPS for the year ended December 31, 2022, 2021 and 2020, respectively, as their inclusion would have been anti-dilutive or their performance metric was not met. See Note 14 - Shareholders’ Equity and Note 15 - Share-based Compensation for additional information.

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

71

CLARIVATE PLC

Notes to the Consolidated Financial Statements

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

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

	Year Ended December 31,
	2022		2021		2020
Basic EPS
Net income (loss) available to ordinary shareholders	$	(3,960.2)	$	(270.5)	$	(350.6)
Dividends on preferred shares	75.4		41.5		—
Net income (loss) attributable to ordinary shares	$	(4,035.6)	$	(312.0)	$	(350.6)
Basic weighted-average number of ordinary shares outstanding	676.1		631.0		427.0
Basic EPS	$	(5.97)	$	(0.49)	$	(0.82)
Diluted EPS
Net income (loss) attributable to ordinary shares	$	(4,035.6)	$	(312.0)	$	(350.6)
Change in fair value of private placement warrants	(197.6)		(81.3)		—
Net income (loss) attributable to ordinary shares, diluted	$	(4,233.2)	$	(393.3)	$	(350.6)
Denominator:
Shares used in computing net income (loss) attributable to per share to ordinary shareholders, basic	676.1		631.0		427.0
Weighted-average effect of potentially dilutive shares to purchase ordinary shares	2.5		9.8		—
Diluted weighted-average number of ordinary shares outstanding	678.6		640.8		427.0
Diluted EPS	$	(6.24)	$	(0.61)	$	(0.82)

Note 18: Other Operating (Income) Expense, Net

Other operating (income) expense, net, consisted of the following for the years ended December 31, 2022, 2021 and 2020:

	Year Ended December 31,
	2022		2021		2020
Net gain on sale of business divestitures	$	(278.5)	$	—	$	(28.1)
Net foreign exchange (gain) loss	(45.4)		19.6		(19.8)
Miscellaneous expense (income), net	(0.9)		7.9		(4.5)
Other operating (income) expense, net	$	(324.8)	$	27.5	$	(52.4)

On October 31, 2022, the Company completed the sale of the MarkMonitor Domain Management business within the IP segment to Newfold Digital, a leading web presence solutions provider. The aggregate closing consideration included proceeds, net of cash transferred of $285.0, deferred closing consideration of $10.6, and other of $0.5. As a result of the sale, the Company recorded a net gain of $278.5.

On November 6, 2020, the Company completed the sale of certain assets and liabilities of the Techstreet business for an aggregate purchase price of $42.8, which resulted in a net gain of $28.1.

Note 19: Segment Information

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

72

CLARIVATE PLC

Notes to the Consolidated Financial Statements

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

During the quarter ended September 30, 2022, the Company realigned its organizational structure and the composition of its reportable segments, which also resulted in a change to its goodwill reporting units. Clarivate has three reportable segments: Academia & Government ("A&G"), Life Sciences & Healthcare ("LS&H"), and Intellectual Property ("IP"). This structure enables a sharp focus on cross-selling opportunities within the markets we serve and provides substantial scale. The change was effective September 30, 2022, and all segment results for prior periods have been recast to conform to the new presentation and allocation methodologies, which consists of assigning certain costs to each segment based on an identified driver.

Each of the Company’s reportable segments recognizes revenue in accordance with the revenue recognition policy within Note 3 - Summary of Significant Accounting Policies and our ten largest customers represented only 7%, 9%, and 6% of revenues for the years ended December 31, 2022, 2021 and 2020, respectively. Below is the overview of the product groups within each reportable segment.

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

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

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

Each of the three segments represent the segments for which discrete financial information is available and upon which operating results are regularly evaluated by the CODM in order to assess performance and allocate resources. The CODM evaluates performance based primarily on segment revenue and Adjusted EBITDA. Adjusted EBITDA represents net (loss) income before the provision for income taxes, depreciation and amortization, and interest expense adjusted to exclude acquisition and/or disposal-related transaction costs, 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 and/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 (loss) 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:

	Year Ended December 31,
	2022		2021		2020
Academia and Government	$	1,280.1	$	489.4	$	384.7
Life Sciences and Healthcare	452.6		413.2		352.1
Intellectual Property	927.1		974.3		517.3
Total Revenues, net	$	2,659.8	$	1,876.9	$	1,254.1

Adjusted EBITDA by segment

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

73

CLARIVATE PLC

Notes to the Consolidated Financial Statements

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

	Year Ended December 31,
	2022		2021		2020
Academia and Government	$	485.5	$	258.8	$	202.5
Life Sciences and Healthcare	184.2		143.7		107.0
Intellectual Property	443.0		397.9		177.1
Total Adjusted EBITDA	$	1,112.7	$	800.4	$	486.6
Provision for income taxes	28.9		(12.3)		2.7
Depreciation and amortization	(710.5)		(537.8)		(303.2)
Interest expense and amortization of debt discount, net	(270.3)		(252.5)		(111.9)
Mark to market gain (loss) on financial instruments(1)	206.8		81.3		(205.1)
Deferred revenues adjustment(2)	(1.0)		(4.0)		(23.1)
Transaction related costs(3)	(14.2)		(46.2)		(99.3)
Share-based compensation expense	(102.2)		(139.6)		(70.5)
Gain on sale from divestitures(4)	278.5		—		28.1
Restructuring and impairment(5)	(66.7)		(129.5)		(56.1)
Goodwill impairment	(4,449.1)		—		—
Other(6)	26.9		(30.3)		1.2
Net (loss) income	$	(3,960.2)	$	(270.5)	$	(350.6)
Dividends on preferred shares	(75.4)		(41.5)		—
Net (loss) income attributable to ordinary shares	$	(4,035.6)	$	(312.0)	$	(350.6)
(1) Reflects mark-to-market adjustments on the Private Placement Warrants under ASC 815, Derivatives and Hedging. Refer to Note 10 - Fair Value Measurements for further information.
(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". 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. 2021 also includes the mark-to-market adjustment gains on the contingent stock consideration associated with the CPA Global and DRG acquisitions.
(4) 2022 represents the net gain from the sale of the MarkMonitor Domain Management business. 2020 represents the net gain from sale of certain assets and liabilities of the Techstreet business. See Note 18 - Other Operating (Income) Expense, Net for further information.
(5) Primarily reflects costs related to restructuring and impairment associated with the One Clarivate, ProQuest and CPA Global restructuring programs. Refer to Note 22 - Restructuring and Impairment for further information.
(6) Primarily reflects 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.

Consolidated Revenue and Long-Lived Assets Information by Geographic Area

Revenues recognized in the U.S. represented 50%, 46%, and 45% of revenues for the years ended December 31, 2022, 2021 and 2020, respectively and no other country accounted for more than 10% of revenues.

Revenue by Geography

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CLARIVATE PLC

Notes to the Consolidated Financial Statements

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

The following table summarizes revenue from external customers by geography, which is based on the location of the customer:

	Year Ended December 31,
Revenue:	2022		2021		2020
Americas	$	1,463.6	$	928.7	$	631.2
Europe/Middle East/Africa	698.1		555.8		365.6
APAC	499.1		396.4		280.4
Deferred revenues adjustment	(1.0)		(4.0)		(23.1)
Total	$	2,659.8	$	1,876.9	$	1,254.1

Assets by Geography

The following table summarizes assets by geography, which is based on operations and physical location:

	Year Ended December 31,
Assets:	2022		2021
Americas	$	6,306.1	$	8,944.1
Europe/Middle East/Africa	7,110.9		10,555.9
APAC	537.6		683.0
Total Assets	$	13,954.6	$	20,183.0

Note 20: Commitments and Contingencies

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

Lawsuits and Legal Claims

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

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

Our best estimate of the Company's potential liability for the larger legal claims is approximately $56, 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 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 were consolidated into a single proceeding on May 18, 2022. On August 8, 2022, plaintiffs filed a consolidated amended complaint, seeking damages on behalf of a putative class of shareholders who acquired Clarivate securities between July 30, 2020, and February 2, 2022, and/or acquired Clarivate common or preferred shares in connection with offerings on June 10, 2021, or Clarivate common shares in connection with a September 13, 2021, offering. The amended complaint, like the prior complaints, references an error in the accounting treatment of an equity plan included in the Company’s 2020 business combination with CPA Global that was disclosed on December 27, 2021, and related restatements issued on February 3, 2022, of certain of the Company’s previously issued

75

CLARIVATE PLC

Notes to the Consolidated Financial Statements

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

financial statements; the amended complaint also alleges that the Company and certain of its executives and directors made false or misleading statements relating to the Company’s product quality and expected organic revenues and organic growth rate, and that they failed to disclose significant known changes to the Company’s business model. Defendants moved to dismiss the amended complaint on October 7, 2022. On June 7, 2022, a class action was filed in Pennsylvania state court in the Court of Common Pleas of Philadelphia asserting claims under the Securities Act of 1933, based on substantially similar allegations, with respect to alleged misstatements and omissions in the offering documents for two issuances of Clarivate ordinary shares in June and September 2021. The Company moved to stay this proceeding on August 19, 2022, and filed its preliminary objections to the state court complaint on October 21, 2022. Clarivate does not believe that the claims alleged in the complaints have merit and will vigorously defend against them. Given the early stage of the proceedings, we are unable to estimate the reasonably possible loss or range of loss, if any, arising from these matters.

Warrant Liabilities

Under Accounting Standards Codification 815, Derivatives and Hedging, ("ASC 815"), warrant instruments that do not meet the criteria to be considered indexed to an entity's own stock shall be initially classified as a liability at their estimated fair values, regardless of the likelihood that such instruments will ever be settled in cash. In periods subsequent to issuance, changes in the estimated fair value of the liabilities are reported through earnings.

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

MCPS Dividends

As noted in Note 14 - Shareholders’ Equity, dividends on our convertible preferred shares will be payable on a cumulative basis when, as and if declared by our Board of Directors, or an authorized committee of our Board of Directors, at an annual rate of 5.25% of the liquidation preference of $100.00 per share. Refer to Note 14 - Shareholders’ Equity for further details.

Commitments

Unconditional purchase obligations

Purchase obligations are defined as agreements to purchase goods or services that are enforceable and legally binding and that specify all significant terms, including fixed or minimum quantities to be purchased, fixed, minimum or variable pricing provisions and the approximate timing of the transactions. The Company has various purchase obligations for materials, supplies, outsourcing and other services contracted in the ordinary course of business. These items are not recognized as liabilities in our Consolidated Financial Statements but are required to be disclosed. The contractual terms of these purchase obligations extend through 2027. The Company paid $157.2 towards these purchase obligations during the year ended December 31, 2022.

The future unconditional purchase obligations as of December 31, 2022, are as follows:

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CLARIVATE PLC

Notes to the Consolidated Financial Statements

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

Year Ending December 31,
2023	$	278.7
2024	249.4
2025	73.2
2026	15.9
Thereafter	20.1
Total	$	637.3

Note 21: Related Party Transactions

Two of our independent directors are each affiliated with a Clarivate customer. As of and for the year ended December 31, 2022, the Company had $0.1 of receivables outstanding and recognized $1.3 of revenues, net, from these customers.

An independent director is affiliated with a Clarivate vendor. As of and for the year ended December 31, 2022, the Company had no outstanding payables and incurred $4.5 of expense related to this vendor.

An independent director has an immediate family member who is affiliated with a Clarivate customer. As of both December 31, 2022 and 2021, the Company had $0.1 of receivables outstanding, and recognized $1.1, $1.0 and $1.5 of revenues, net, during the year ended December 31, 2022, 2021 and 2020, respectively, from this customer.

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 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 year ended December 31, 2022, interest expense of $1.2 and amortization of the Finance lease right of use asset ("ROU") of $10.8 is reflected in the Consolidated Statements of Operations. The Finance lease ROU asset of $8.0 is presented within Property, Plant, and Equipment (see Note 7 - Property and Equipment, Net) and the corresponding lease liability of $31.3 is treated as an item of indebtedness (see Note 12 - Debt) within the Consolidated Balance Sheet.

Note 22: Restructuring and Impairment

One Clarivate Program

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

During the years ended December 31, 2022 and 2021, components of the pre-tax charges included $16.7 and $17.3 in severance costs and $— and $2.7 in other costs, respectively. Of the total pre-tax charges incurred during the year ended December 31, 2022, $9.3, $3.0, and $4.4 were attributed to our A&G, LS&H, and IP segments, respectively. Of the total pre-tax charges incurred during the year ended December 31, 2021, $7.0, $3.9, and $9.1 were attributed to our A&G, LS&H, and IP segments, respectively. As of December 31, 2022, the Company does not expect to incur any significant further costs associated with this program.

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CLARIVATE PLC

Notes to the Consolidated Financial Statements

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

ProQuest Acquisition Integration Program

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

During the years ended December 31, 2022 and 2021, components of the pre-tax charges included $22.9 and $1.9 in severance costs and $26.5 and $0.0 in other costs, respectively. Of the total pre-tax charges incurred during the year ended December 31, 2022, $26.5, $7.6, and $15.3 were attributed to our A&G, LS&H, and IP segments, respectively. Of the total pre-tax charges incurred during the year ended December 31, 2021, $0.7, $0.4 and $0.8 were attributed to our A&G, LS&H, and IP segments, respectively.

Other Restructuring Programs

During 2020 and the fourth quarter of 2019, we engaged a strategic consulting firm to assist us in optimizing our structure and cost base, resulting in the implementation of several cost-saving and margin improvement programs designed to generate substantial incremental cash flows. As of December 31, 2022, the Company does not expect to incur any significant further costs associated with these programs.

During the years ended December 31, 2022 and 2021, components of the pre-tax charges included $(0.4) and $38.1 in severance costs and $1.0 and $69.5 in other costs, respectively. Of the total pre-tax charges incurred during the year ended December 31, 2022, $0.4, $0.0, and $0.2 were attributed to our A&G, LS&H, and IP segments, respectively. Of the total pre-tax charges incurred during the year ended December 31, 2021, $24.9, $23.9, and $58.8 were attributed to our A&G, LS&H, and IP segments, respectively.

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

Restructuring Programs	Severance and Related Benefit Costs		Costs Associated with Exit and Disposal Costs(1)		Total
Reserve Balance as of December 31, 2020	$	25.7	$	3.8	$	29.5
Expenses recorded(2)	57.3		72.2		129.5
Payments made	(48.8)		(35.2)		(84.0)
Noncash items	(5.9)		(40.1)		(46.0)
Reserve Balance as of December 31, 2021	$	28.3	$	0.7	$	29.0
Expenses recorded(2)	39.2		27.5		66.7
Payments made	(51.5)		(3.5)		(55.0)
Noncash items	(4.5)		(24.6)		(29.1)
Reserve Balance as of December 31, 2022	$	11.5	$	0.1	$	11.6
(1) Relates to lease abandonment, contract exit and legal and advisory fees.
(2) Severance and related benefit cost includes non-cash adjustments, primarily related to the acceleration of stock based compensation awards.

The following table is a summary of charges incurred related to the Company's restructuring programs for the years ended December 31, 2022, 2021 and 2020.

	Year Ended December 31,
	2022		2021		2020
Severance and related benefit costs	$	39.2	$	57.3	$	39.9
Costs associated with exit and disposal activities(1)	3.2		11.1		8.5
Costs associated with lease abandonment	24.3		61.1		7.7
Total restructuring and impairment	$	66.7	$	129.5	$	56.1
(1) Relates primarily to contract exit costs, legal and advisory fees.

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CLARIVATE PLC

Notes to the Consolidated Financial Statements

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

Lease Remeasurements

In connection with the Company's digital workplace transformation initiative to enable colleagues to work remotely, the Company had ceased the use of select leased sites during the year ended December 31, 2022 and 2021. As a result, the Company recorded a non-cash adjustment to Restructuring and impairment within the Consolidated Statement of Operations based on the estimate of future recoverable cash flows of $23.6 and $57.3 for the year ended December 31, 2022 (consisting of operating and finance leases) and 2021, respectively. Additionally, the Company incurred $0.7 and $3.3 in lease termination fees during the year ended December 31, 2022 and 2021, respectively.

Note 23: Subsequent Events

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

Item 9A. Controls and Procedures

Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer (the “CEO”) and Chief Financial Officer (the “CFO”), have evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of December 31, 2022. Based on the evaluation at that time, our CEO and CFO concluded that our disclosure controls and procedures were effective as of December 31, 2022. Subsequently, our CEO and CFO concluded that, as of December 31, 2022, due to the material weakness in our internal control over financial reporting described below, our disclosure controls and procedures were not effective to provide reasonable assurance that the information required to be disclosed in the reports required to be filed or submitted under the 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 CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Notwithstanding the material weakness, our CEO and CFO have concluded that our consolidated financial statements included in this Annual Report are fairly stated in all material respects in accordance with U.S. generally accepted accounting principles for each of the periods presented.

Management’s Report on Internal Control Over Financial Reporting (as restated)

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company's internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S generally accepted accounting principles. The Company's internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements.

Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Clarivate's management assessed the effectiveness of Clarivate's internal control over financial reporting as of December 31, 2022, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in

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Internal Control — Integrated Framework (2013). 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 a company’s annual or interim financial statements will not be prevented or detected on a timely basis. The Company did not design and maintain effective controls related to the preparation and review of the footnote disclosures included in the Company’s consolidated financial statements, including controls related to the completeness and accuracy of the underlying information used in the preparation of the footnote disclosures. The control deficiency resulted in immaterial misstatements of our footnote disclosures for the year ended December 31, 2022. Additionally, if left unremediated, this control deficiency could result in additional misstatements of the footnote disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected. Therefore, management has concluded that this control deficiency constitutes a material weakness.

In Management’s Report on Internal Control Over Financial Reporting included in the original filing, management concluded that the Company maintained effective internal control over financial reporting as of December 31, 2022. Subsequent to that evaluation, management concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2022 due to a material weakness described above. Accordingly, management has restated its report on internal control over financial reporting.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2022 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears under "Item 8. Financial Statements and Supplementary Data" of this Amended 2022 Annual Report.

Remediation Plan

Management is actively engaged in the planning for, and implementation of, remediation efforts to address the material weakness identified above. Our remediation plan includes the design and implementation of enhanced controls for the preparation of the notes to the financial statements, including control activities specifically related to the verification of the completeness and accuracy of the information used in the preparation of the disclosures.

Remediation of Prior Material Weaknesses

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 new control activities 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. Based on the actions taken, we determined that this material weakness was remediated as of September 30, 2022, as disclosed in Part I, Item 4 in our third quarter 2022 Quarterly Report on Form 10-Q.

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 enhanced control activities to operate periodically during the measurement period to allow for an appropriate review of the tax balances. Based on the actions taken, we determined that this material weakness has been remediated as of December 31, 2022.

Changes in Internal Control Over Financial Reporting

There were no changes in Clarivate’s internal control over financial reporting during the fourth quarter of 2022 that materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

PART IV

Item 15. Exhibits and Financial Statement Schedules

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EXHIBIT INDEX

3.1	Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to Clarivate’s Form 8-K filed May 12, 2021)
3.2	Statement of Rights of the 5.25% Series A Mandatory Convertible Preferred Shares of Clarivate Plc, effective June 14, 2021 (incorporated by reference to Exhibit 3.1 to Clarivate’s Form 8-K filed June 14, 2021)
3.3	Form of Certificate of the 5.25% Series A Mandatory Convertible Preferred Shares (included as Exhibit A to Exhibit 3.2 hereto)
3.4	Statement of Rights of Series B Participating Cumulative Preferred Shares of Clarivate Plc (incorporated by reference to Exhibit 3.1 to Clarivate’s Form 8-K filed December 22, 2022)
4.1	Warrant Agreement between Continental Stock Transfer & Trust Company and Churchill Capital Corp (incorporated by reference to Exhibit 4.4 to Churchill Capital Corp’s Form 8-K, filed on September 12, 2018)
4.2	Indenture dated as of October 31, 2019, among Camelot Finance S.A., as Issuer, the guarantors party thereto and Wilmington Trust, National Association, as trustee governing the 4.50% Senior Secured Notes due 2026 (incorporated by reference to Exhibit 4.1 to Clarivate’s Form 6-K, filed on November 5, 2019)
4.3	Form of 4.50% Senior Secured Note due 2026 (included as Exhibit A to Exhibit 4.2 hereto)
4.4	Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
4.5	First Supplemental Indenture, dated as of May 15, 2020, to the indenture dated as of October 31, 2019 among Camelot Finance S.A., as Issuer, the guarantors party thereto and Wilmington Trust, National Association, as trustee governing the 4.50% Senior Secured Notes due 2026 (incorporated by reference to Exhibit 4.1 to Clarivate's From 10-Q, filed on May 10, 2021)
4.6	Second Supplemental Indenture, dated as of March 30, 2021, to the indenture dated as of October 31, 2019 among Camelot Finance S.A., as Issuer, the guarantors party thereto and Wilmington Trust, National Association, as trustee governing the 4.50% Senior Secured Notes due 2026 (incorporated by reference to Exhibit 4.2 to Clarivate's From 10-Q, filed on May 10, 2021)
4.7	Third Supplemental Indenture dated as of December 1, 2021, to the indenture dated as of October 31, 2019 among Camelot Finance S.A., as Issuer, the guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent, governing the Issuer's 4.50% Senior Secured Notes due 2026 (incorporated by reference to Exhibit 4.1 to Clarivate's Form 8-K, filed on December 1, 2021)
4.8	Indenture, dated August 19, 2021, between Clarivate Science Holdings Corporation, as Issuer, and Wilmington Trust, National Association, as trustee and collateral agent, relating to the Issuer’s 3.875% senior secured notes due 2028 (incorporated by reference to Exhibit 4.1 to Clarivate's Form 8-K filed August 19, 2021)
4.9	Form of 3.875% senior secured note due 2028 (included as Exhibit A to Exhibit 4.8 hereto)
4.10	First Supplemental Indenture dated as of December 1, 2021, to the indenture dated as of August 19, 2021 among Clarivate Science Holdings Corporation, as Issuer, the guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent, governing the Issuer's 3.875% Senior Secured Notes due 2028 (incorporated by reference to Exhibit 4.2 to Clarivate's Form 8-K, filed on December 1, 2021)
4.11	Indenture, dated August 19, 2021, between Clarivate Science Holdings Corporation, as Issuer, and Wilmington Trust, National Association, as trustee, relating to the Issuer’s 4.875% senior notes due 2029 (incorporated by reference to Exhibit 4.2 to Clarivate's Form 8-K filed August 19, 2021)
4.12	Form of 4.875% senior note due 2029 (included as Exhibit A to Exhibit 4.11 hereto)
4.13	First Supplemental Indenture dated as of December 1, 2021, to the indenture dated as of August 19, 2021 among Clarivate Science Holdings Corporation, as Issuer, the guarantors party thereto and Wilmington Trust, National Association, as trustee, governing the Issuer's 4.875% Senior Notes due 2029 (incorporated by reference to Exhibit 4.3 to Clarivate's Form 8-K, filed on December 1, 2021)
4.14	Tax Benefits Preservation Plan dated as of December 22, 2022 (incorporated by reference to Exhibit 4.1 to Clarivate’s Form 8-K filed December 22, 2022)
4.15	First Amendment dated as of January 6, 2023, to the Tax Benefits Preservation Plan dated as of December 22, 2022
10.1	Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.4 to Amendment No. 2 to Clarivate’s Registration Statement on Form F-4, filed on April 15, 2019)
10.2	Investor Rights Agreement dated as of October 1, 2020 (incorporated by reference to Exhibit 10.1 to Clarivate's Form 8-K filed October 1, 2020)

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10.3	Registration Rights Agreement dated as of October 1, 2020 (incorporated by reference to Exhibit 10.2 to Clarivate's Form 8-K filed October 1, 2020)
10.4	Amendment No. 1 to the Registration Rights Agreement dated as of December 1, 2021 (incorporated by reference to Exhibit 10.1 to Clarivate’s Form 8-K, filed December 1, 2021)
10.5	Director Acknowledgement Letter (Stead) (incorporated by reference to Exhibit 10.12 to Clarivate’s Registration Statement on Form F-4, filed on February 27, 2019)
10.6	Director Acknowledgement Letter (von Blucher) (incorporated by reference to Exhibit 10.13 to Clarivate’s Registration Statement on Form F-4, filed on February 27, 2019)
10.7	Credit Agreement dated as of October 31, 2019 among Camelot UK Holdco Limited, Camelot UK Bidco Limited, the US Borrowers party thereto, Camelot Finance S.A., certain Restricted Subsidiaries from time to time designated thereunder as Additional Revolving Borrowers, the Subsidiary Guarantors from time to time party thereto, the several banks, financial institutions, institutional lenders and other entities from time to time party thereto as lenders, the Issuing Lenders from time to time party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to Clarivate’s Form 6-K, filed on November 5, 2019)
10.8	Incremental Facility Amendment, dated February 28, 2020, by and among Camelot UK Holdco Limited, Camelot UK Bidco Limited, Camelot Finance S.A., the other borrowers party thereto, the other subsidiaries of the Company party thereto, Bank of America, N.A., as administrative agent, and Citibank, N.A., as lender
10.9	Amendment dated as of October 1, 2020 to the Credit Agreement dated as of October 31, 2019 (incorporated by reference to Exhibit 10.4 to Clarivate's Form 8-K filed October 1, 2020)
10.10	Amendment dated as of November 30, 2021 to the Credit Agreement dated as of October 31, 2019 (incorporated by reference to Exhibit 10.3 to Clarivate's Form 8-K, filed on December 1, 2021)
10.11	Amendment dated as of March 31, 2022 to the 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)
10.12+	Clarivate Analytics Plc 2019 Incentive Award Plan - Amended and Restated as of May 11, 2020
10.13+	Clarivate Analytics Plc 2019 Incentive Award Plan - Form of Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.17 to Clarivate's Form 10-K, filed on March 2, 2020)
10.14+	Clarivate Analytics Plc 2019 Incentive Award Plan - Form of Performance Share Unit Agreement (incorporated by reference to Exhibit 10.4 to Clarivate's Quarterly Report on Form 10-Q, filed on July 30, 2020)
10.15+	Clarivate Analytics Plc 2019 Incentive Award Plan - Form of Amendment to the 2021 Performance Share Unit Agreement
10.16+	Clarivate Analytics Plc 2019 Incentive Award Plan - Form of Amendment to the 2022 Performance Share Unit Agreement
10.17+	Agreement by and between Clarivate Analytics (UK) Ltd and Mukhtar Ahmed, dated January 7, 2022 (incorporated by reference to Exhibit 10.3 to Clarivate's Quarterly Report on Form 10-Q, filed on May 9, 2022)
10.18+	Offer Letter, dated March 7, 2022, by and between Clarivate Plc and Michael Easton (incorporated by reference to Exhibit 10.2 to Clarivate's Quarterly Report on Form 10-Q, filed on May 9, 2022)
10.19+	Service Agreement, dated May 25, 2022, by and between CPA Limited and Gordon Samson (incorporated by reference to Exhibit 10.1 to Clarivate's Quarterly Report on Form 10-Q, filed on August 9, 2022)
10.20+	Offer Letter, dated July 7, 2022, by and between Clarivate Plc and Jonathan Gear (incorporated by reference to Exhibit 10.1 to Clarivate's Quarterly Report on Form 10-Q, filed on August 9, 2022)
10.21+	Agreement terminating Director Nomination Agreement (incorporated by reference to Exhibit 10.1 to Clarivate's Form 8-K/A filed September 1, 2022)
10.22+	Chairman Emeritus Agreement (incorporated by reference to Exhibit 10.2 to Clarivate's Form 8-K/A filed September 1, 2022)
21.1	Subsidiaries of the Registrant
23.1*	Consent of PricewaterhouseCoopers LLP
24.1	Powers of Attorney
31*	Certification of our Chief Executive Officer and our Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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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-K for fiscal year ended December 31, 2022, formatted in Inline eXtensible Business Reporting Language: (i) Consolidated Statements of Comprehensive Income, (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Changes in Equity, (iv) Consolidated Statements of Cash Flows, and (v) the Notes to the Consolidated Financial Statements.
104*	The cover page from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2022, formatted in Inline XBRL

*    Filed herewith.

†     Schedules and exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K. Copies of any omitted schedule or exhibit will be furnished to the SEC upon request.

+     Compensatory plan or arrangement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to the annual report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized in the City of London, United Kingdom on October 12, 2023.

CLARIVATE PLC
By:	/s/ Jonathan Gear
	Name: Jonathan Gear
	Title: Chief Executive Officer and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this annual report has been signed below by the following persons on October 12, 2023, on behalf of the registrant and in the capacities indicated.

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Signature	Title
/s/ Jonathan Gear	Chief Executive Officer and Director
Jonathan Gear	(Principal Executive Officer)
*	Executive Vice President and Chief Financial Officer
Jonathan M. Collins	(Principal Financial Officer)
*	Senior Vice President and Chief Accounting Officer
Michael Easton	(Principal Accounting Officer)
*	Chairman of the Board of the Directors
Andrew M. Snyder
*	Director
Valeria Alberola
*	Director
Michael J. Angelakis
*	Director
Usama N Cortas
*	Director
Adam T. Levyn
*	Director
Anthony Munk
*	Director
Jane Okun Bomba
*	Director
Richard W. Roedel
*	Director
Dr. Wendell E. Pritchett

*By:	/s/ Jonathan Gear
	Name: Jonathan Gear
	Title: Attorney-in-Fact

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