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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2022
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _______
Commission File No. 001-38911
CLARIVATE PLC
(Exact name of registrant as specified in its charter)
Jersey, Channel Islands
N/A
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
70 St. Mary Axe
London EC3A 8BE
United Kingdom
(Address of principal executive offices)
Not applicable
(Zip Code)
Registrant's telephone number, including area code: +44 207 4334000
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class Trading Symbol(s) Name of exchange on which registered
Ordinary Shares, no par value CLVT New York Stock Exchange
5.25% Series A Mandatory Convertible Preferred Shares, no par value CLVT PR A New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Exchange Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes      No  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,”



“accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer  
   Accelerated filer  
Non-accelerated filer  
   Smaller reporting company  
     Emerging growth company  
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).    Yes     No 
The number of ordinary shares of the Company outstanding as of July 29, 2022 was 673,490,484.
DOCUMENTS INCORPORATED BY REFERENCE
None


TABLE OF CONTENTS
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This quarterly report includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements,” within the meaning of the "safe harbor provisions" of the Private Securities Litigation Reform Act of 1995. These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this quarterly report and include statements regarding our intentions, beliefs or current expectations concerning, among other things, anticipated cost savings, results of operations, financial condition, liquidity, prospects, growth, strategies and the markets in which we operate. Such forward-looking statements are based on available current market material and management’s expectations, beliefs and forecasts concerning future events impacting us. Factors that may impact such forward-looking statements include:
any significant disruption in or unauthorized access to our computer systems or those of third parties that we utilize in our operations, including those relating to cybersecurity or arising from cyber-attacks;
our ability to maintain revenues if our products and services do not achieve and maintain broad market acceptance, or if we are unable to keep pace with or adapt to rapidly changing technology, evolving industry standards, macroeconomic market conditions and changing regulatory requirements;
our loss of, or inability to attract and retain, key personnel;
our ability to comply with applicable data protection and privacy laws;
the effectiveness of our business continuity plans;
our dependence on third parties, including public sources, for data, information and other services, and our relationships with such third parties;
increased accessibility to free or relatively inexpensive information sources;
our ability to derive fully the anticipated benefits from organic growth, existing or future acquisitions, joint ventures, investments or dispositions;
our ability to compete in the highly competitive industry in which we operate, and potential adverse effects of this competition;
our ability to maintain high annual revenue renewal rates;
the strength of our brand and reputation;
our exposure to risk from the international scope of our operations, and our exposure to potentially adverse tax consequences from the international scope of our operations and our corporate and financing structure;
our substantial indebtedness, which could adversely affect our business, financial condition, and results of operations;
volatility in our earnings due to changes in the fair value of our outstanding warrants each period; and
other factors beyond our control.

The forward-looking statements contained in this quarterly report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks and uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Item 1A. Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material
3

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

Note on Defined Terms and Presentation
We employ a number of defined terms in this quarterly report for clarity and ease of reference, which we have capitalized so that you may recognize them as such. As used throughout this quarterly report, unless otherwise indicated or the context otherwise requires, the terms “Clarivate,” the “Company,” “our,” “us” and “we” refer to Clarivate Plc and its consolidated subsidiaries; “Baring” refers to the affiliated funds of Baring Private Equity Asia Pte Ltd that from time to time hold our ordinary shares; “LGP” refers to affiliated funds of Leonard Green & Partners, L.P. that from time to time hold our ordinary shares; “Onex” refers to the affiliates of Onex Partners Advisor LP that from time to time hold our ordinary shares; "CIG" refers to affiliate funds of Cambridge Information Group that from time to time hold our ordinary shares; and "Atairos" refers to the affiliates of Atairos that from time to time hold our ordinary shares.
In the current year, the Company has changed its presentation of dollar amounts from thousands to millions and, as a result, any necessary rounding adjustments have been made to prior year disclosed amounts. Unless otherwise indicated, dollar amounts throughout this quarterly report are presented in millions of dollars, except for share and per share amounts.
Website and Social Media Disclosure
We use our website (www.clarivate.com) and corporate Twitter account (@Clarivate) as routine channels of distribution of company information, including news releases, analyst presentations, and supplemental financial information, as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, investors should monitor our website and our corporate Twitter account in addition to following press releases, SEC filings, and public conference calls and webcasts. Additionally, we provide notifications of news or announcements as part of our investor relations website. Investors and others can receive notifications of new information posted on our investor relations website in real time by signing up for email alerts.
None of the information provided on our website, in our press releases, public conference calls, and webcasts, or through social media channels is incorporated into, or deemed to be a part of, this quarterly report or in any other report or document we file with the SEC, and any references to our website or our social media channels are intended to be inactive textual references only.

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PART I. Financial Information

Item 1. Financial Statements and Supplementary Data
CLARIVATE PLC
Condensed Consolidated Balance Sheets (Unaudited)
(In millions, except share and per share data)
June 30, 2022 December 31, 2021
Assets
Current assets:
Cash and cash equivalents $ 359.7  $ 430.9 
Restricted cash 13.2  156.7 
Accounts receivable, net 812.4  906.4 
Prepaid expenses 102.1  76.6 
Other current assets 72.8  66.6 
Total current assets 1,360.2  1,637.2 
Property and equipment, net 76.8  83.8 
Other intangible assets, net 9,697.3  10,392.4 
Goodwill 7,533.7  7,904.9 
Other non-current assets 71.3  50.8 
Deferred income taxes 28.2  27.9 
Operating lease right-of-use assets 68.6  86.0 
Total Assets $ 18,836.1  $ 20,183.0 
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable $ 116.7  $ 129.2 
Accrued expenses and other current liabilities 501.1  679.6 
Current portion of deferred revenues 956.7  1,030.4 
Current portion of operating lease liability 29.9  32.2 
Current portion of long-term debt 57.1  30.6 
Total current liabilities 1,661.5  1,902.0 
Long-term debt 5,421.5  5,456.3 
Warrant liabilities 78.4  227.8 
Non-current portion of deferred revenues 50.3  54.2 
Other non-current liabilities 136.7  142.7 
Deferred income taxes 366.0  380.1 
Operating lease liabilities 81.0  94.0 
Total liabilities 7,795.4  8,257.1 
Commitments and contingencies
Shareholders’ equity:
Preferred Shares, no par value; 14,375,000 shares authorized; 5.25% Mandatory Convertible Preferred Shares, Series A, 14,375,000 shares issued and outstanding as of both June 30, 2022 and December 31, 2021
1,392.6  1,392.6 
Ordinary Shares, no par value; unlimited shares authorized at June 30, 2022 and December 31, 2021; 673,821,721 and 683,139,210 shares issued, and 673,316,307 and 683,139,210 shares outstanding at June 30, 2022 and December 31, 2021, respectively
11,700.9  11,827.9 
Treasury shares, at cost; 505,414 and 547,136 shares as of June 30, 2022 and December 31, 2021, respectively
(15.6) (16.9)
Accumulated other comprehensive (loss) income (519.2) 326.7 
Accumulated deficit (1,518.0) (1,604.4)
Total shareholders’ equity 11,040.7  11,925.9 
Total Liabilities and Shareholders’ Equity $ 18,836.1  $ 20,183.0 
The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.
5

CLARIVATE PLC
Condensed Consolidated Statements of Operations (Unaudited)
(In millions, except share and per share data)

Three Months Ended June 30,
2022 2021
Revenues, net $ 686.6  $ 445.7 
Operating expenses:
Cost of revenues 244.1  149.7 
Selling, general and administrative costs 186.1  179.7 
Depreciation and amortization 175.6  130.3 
Restructuring and impairment 19.2  50.7 
Other operating (income) expense, net (24.6) (0.9)
Total operating expenses 600.4  509.5 
Income (loss) from operations 86.2  (63.8)
Mark to market (gain) loss on financial instruments (49.0) 21.0 
Income (loss) before interest expense and income taxes 135.2  (84.8)
Interest expense and amortization of debt discount, net 62.3  38.5 
Income (loss) before income taxes 72.9  (123.3)
Provision for income taxes 10.5  8.2 
Net income (loss) 62.4  (131.5)
Dividends on preferred shares 18.7  — 
Net income (loss) attributable to ordinary shares $ 43.7  $ (131.5)
Per share:
Basic $ 0.06  $ (0.22)
Diluted $ —  $ (0.22)
Weighted average shares used to compute earnings per share:
Basic 674,256,004  611,093,882 
Diluted 678,372,059  611,093,882 
The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.
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CLARIVATE PLC
Condensed Consolidated Statement of Operations (Unaudited)
(In millions, except share and per share data)

Six Months Ended June 30,
2022 2021
Revenues, net $ 1,348.8  $ 874.1 
Operating expenses:
Cost of revenues 493.3  297.6 
Selling, general and administrative costs 379.8  314.0 
Depreciation and amortization 352.0  261.9 
Restructuring and impairment 30.9  118.6 
Other operating (income) expense, net (38.3) 15.3 
Total operating expenses 1,217.7  1,007.4 
Income (loss) from operations 131.1  (133.3)
Mark to market gain on financial instruments (149.4) (30.2)
Income (loss) before interest expense and income taxes 280.5  (103.1)
Interest expense and amortization of debt discount, net 121.8  75.9 
Income (loss) before income taxes 158.7  (179.0)
Provision for income taxes 26.8  8.5 
Net income (loss) 131.9  (187.5)
Dividends on preferred shares 37.4  — 
Net income (loss) attributable to ordinary shares $ 94.5  $ (187.5)
Per share:
Basic $ 0.14  $ (0.31)
Diluted $ (0.07) $ (0.35)
Weighted average shares used to compute earnings per share:
Basic 678,348,003  606,795,733 
Diluted 683,167,949  617,138,407 
The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.


7

CLARIVATE PLC
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
(In millions)

Three Months Ended June 30,
2022 2021
Net income (loss) $ 62.4  $ (131.5)
Other comprehensive income (loss), net of tax:
Interest rate swaps 3.8  0.2 
Defined benefit pension plans
0.1  — 
Foreign currency translation adjustment (626.6) 46.9 
Total other comprehensive (loss) income, net of tax (622.7) 47.1 
Comprehensive loss $ (560.3) $ (84.4)

Six Months Ended June 30,
2022 2021
Net income (loss) $ 131.9  $ (187.5)
Other comprehensive income (loss), net of tax:
Interest rate swaps 15.7  1.5 
Defined benefit pension plans 0.1  — 
Foreign currency translation adjustment (861.7) 65.2 
Total other comprehensive (loss) income, net of tax (845.9) 66.7 
Comprehensive loss $ (714.0) $ (120.8)
The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.


8

CLARIVATE PLC
Condensed Consolidated Statements of Changes in Equity (Unaudited)
(In millions)

Ordinary Shares Preferred Shares Treasury Shares Accumulated
Other
Comprehensive
Income (Loss)
Accumulated
Deficit
Total
Shareholders’
 Equity
Shares Amount Shares Amount Shares Amount
Balance at December 31, 2021 683.1  $ 11,827.9  14.4 $ 1,392.6  0.5  $ (16.9) $ 326.7  $ (1,604.4) $ 11,925.9 
Reclassification of EBT Shares (0.5) —  —  —  —  —  —  — 
Exercise of stock options 0.2  0.4  —  —  —  —  —  0.4 
Vesting of restricted stock units 0.7  —  —  —  —  —  —  — 
Shares returned to the Company for net share settlements (0.4) (5.4) —  —  —  —  —  (5.4)
Share-based award activity —  26.9  —  —  —  —  —  26.9 
Repurchases of ordinary shares (4.1) —  —  4.1  (66.4) —  —  (66.4)
Retirement of treasury shares —  (34.8) —  (2.1) 33.3  —  1.5  — 
Sale of treasury shares —  —  —  —  1.3  —  (0.7) 0.6 
Dividends to preferred shareholders —  —  —  —  —  —  (18.7) (18.7)
Net income —  —  —  —  —  —  69.5  69.5 
Other comprehensive loss —  —  —  —  —  (223.2) —  (223.2)
Balance at March 31, 2022 679.0  $ 11,815.0  14.4 $ 1,392.6  2.5  $ (48.7) $ 103.5  $ (1,552.8) $ 11,709.6 
Exercise of stock options —  0.1  —  —  —  —  —  0.1 
Vesting of restricted stock units 1.3  —  —  —  —  —  —  — 
Shares returned to the Company for net share settlements (0.4) (5.3) —  —  —  —  —  (5.3)
Share-based award activity —  23.6  —  —  —  —  —  23.6 
Repurchases of ordinary shares (6.6) —  —  6.6  (108.6) —  —  (108.6)
Retirement of treasury shares —  (132.5) —  (8.6) 141.7  —  (9.2) — 
Sale of treasury shares —  —  —  —  —  —  0.3  0.3 
Dividends to preferred shareholders —  —  —  —  —  —  (18.7) (18.7)
Net income —  —  —  —  —  —  62.4  62.4 
Other comprehensive income —  —  —  —  —  (622.7) —  (622.7)
Balance at June 30, 2022 673.3  $ 11,700.9  14.4 $ 1,392.6  0.5  $ (15.6) $ (519.2) $ (1,518.0) $ 11,040.7 
The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.


CLARIVATE PLC
Condensed Consolidated Statements of Changes in Equity (Unaudited)
(In millions)

Ordinary Shares Preferred Shares Treasury Shares Accumulated
Other
Comprehensive
Income (Loss)
Accumulated
Deficit
Total
Shareholders’
 Equity
Shares Amount Shares Amount Shares Amount
Balance at December 31, 2020 606.3  $ 9,989.2  $ —  6.3  $ (196.0) $ 492.4  $ (1,250.8) $ 9,034.8 
Exercise of Private Placement Warrants 0.2  3.6  —  —  —  —  —  3.6 
Exercise of stock options 0.8  5.1  —  —  —  —  —  5.1 
Shares returned to the Company for net share settlements (0.4) (4.5) —  —  —  —  —  (4.5)
Issuance of ordinary shares, net 4.4  105.5  —  —  —  —  —  105.5 
Share-based award activity —  10.5  —  —  —  —  —  10.5 
Net income (loss) —  —  —  —  —  —  (56.0) (56.0)
Other comprehensive income —  —  —  —  —  19.6  —  19.6 
Balance at March 31, 2021 611.3  $ 10,109.4  —  $ —  6.3  $ (196.0) $ 512.0  $ (1,306.8) $ 9,118.6 
Exercise of stock options 1.6  9.7  —  —  —  —  —  9.7 
Vesting of restricted stock units 0.5  —  —  —  —  —  —  — 
Shares returned to the Company for net share settlements (0.8) (17.2) —  —  —  —  —  (17.2)
Issuance of ordinary shares, net 206.0  5,780.9  —  —  —  —  —  5,780.9 
Share-based award activity —  12.9  —  —  —  —  —  12.9 
Repurchase of ordinary shares —  —  —  (177.2) (5,052.2) —  —  (5,052.2)
Retirement of treasury shares (177.2) (5,052.2) —  177.2  5,052.2  —  —  — 
Issuance of preferred shares, net —  —  14.4 1,393.2  —  —  —  —  1,393.2 
Net income (loss) —  —  —  —  —  —  (131.5) (131.5)
Other comprehensive income —  —  —  —  —  47.1  —  47.1 
Balance at June 30, 2021 641.4 $ 10,843.5 14.4 $ 1,393.2 6.3 $ (196.0) $ 559.1 $ (1,438.3) $ 11,161.5
The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.
10

CLARIVATE PLC
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In millions)


Six Months Ended June 30,
2022 2021
Cash Flows From Operating Activities
Net income (loss) $ 131.9  $ (187.5)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization 352.0  261.9 
Deferred income taxes (0.9) (0.6)
Share-based compensation 47.2  18.8 
Restructuring and impairment (1.0) 69.6 
Loss (gain) on foreign currency forward contracts 5.7  (1.9)
Mark to market adjustment on contingent shares —  (25.1)
Mark to market gain on financial instruments (149.4) (30.2)
Amortization of debt issuance costs 7.6  4.7 
Other operating activities (39.3) 9.0 
Changes in operating assets and liabilities:
Accounts receivable 53.8  108.7 
Prepaid expenses (26.9) (7.9)
Other assets (24.8) 51.9 
Accounts payable (8.8) 5.9 
Accrued expenses and other current liabilities (150.3) 49.6 
Deferred revenues (29.5) (38.3)
Operating lease right of use assets 14.5  11.8 
Operating lease liabilities (11.1) (40.3)
Other liabilities (6.1) 1.6 
Net cash provided by operating activities 164.6  261.7 
Cash Flows From Investing Activities
Capital expenditures (89.1) (62.0)
Acquisitions, net of cash acquired (9.3) 0.4 
Acquisition of cost method investment
(5.0) — 
Net cash used in investing activities (103.4) (61.6)
Cash Flows From Financing Activities
Proceeds from issuance of debt —  2,000.0 
Principal payments on term loan (14.3) (14.3)
Payment of debt issuance costs and discounts (2.1) (4.4)
Proceeds from issuance of preferred shares —  1,393.2 
Proceeds from issuance of ordinary shares —  728.8 
Proceeds from issuance of treasury shares 0.9  — 
Repurchases of ordinary shares (175.0) — 
Cash dividends on preferred shares (37.7) — 
Proceeds from stock options exercised 0.5  14.8 
Payments related to finance lease (1.0) — 
Payments related to tax withholding for stock-based compensation (10.7) (21.7)
Net cash (used in) provided by financing activities (239.4) 4,096.4 
Effects of exchange rates (36.5) 5.0 
Net (decrease) increase in cash and cash equivalents $ (71.2) $ 2,301.9 
Net (decrease) increase in restricted cash (143.5) 1,999.6 
Net (decrease) increase in cash and cash equivalents, and restricted cash (214.7) 4,301.5 
11

CLARIVATE PLC
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In millions)

Six Months Ended June 30,
2022 2021
Beginning of period:
Cash and cash equivalents $ 430.9  $ 257.7 
Restricted cash 156.7  14.7 
Total cash and cash equivalents, and restricted cash, beginning of period 587.6  272.4 
End of period:
Cash and cash equivalents 359.7  2,559.6 
Restricted cash 13.2  2,014.3 
Total cash and cash equivalents, and restricted cash, end of period $ 372.9  $ 4,573.9 
Supplemental Cash Flow Information:
Cash paid for interest $ 113.4  $ 69.7 
Cash paid for income tax $ 23.7  $ 12.6 
Capital expenditures included in accounts payable $ 23.8  $ 3.8 
Non-Cash Financing Activities:
Shares issued to Capri Acquisition Topco Limited —  5,052.2 
Retirement of treasury shares (175.0) (5,052.2)
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 
Dividends accrued on our 5.25% Series A Mandatory Convertible Preferred Shares 6.2  — 
Total Non-Cash Financing Activities $ (168.8) $ 105.5 
    
The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.
12

CLARIVATE PLC
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In millions, except option prices, ratios or as noted)

Note 1: Background and Nature of Operations
Clarivate Plc (“Clarivate,” “us,” “we,” “our,” or the “Company”), is a public limited company organized under the laws of Jersey, Channel Islands, pursuant to the definitive agreement entered into on May 13, 2019 to effect a merger between Camelot Holdings (Jersey) Limited ("Jersey") and Churchill Capital Corp, a Delaware corporation, ("Churchill") (the “2019 Transaction”). The Company is a provider of proprietary and comprehensive content, analytics, professional services and workflow solutions that enable users across government and academic institutions, life science companies and research and development (“R&D”) intensive corporations to discover, protect and commercialize their innovations. Clarivate has two reportable segments: Science and Intellectual Property ("IP"). See Note 18 - Segment Information, for additional information on the Company's reportable segments.
Risks and Uncertainties
In March 2020, the World Health Organization characterized COVID-19 as a pandemic. The rapid spread of COVID-19 and issues relating to the resurgence of COVID-19 and/or new strains of COVID-19 along with continuously evolving responses to combat it have had an increasingly negative impact on the global economy. This has had, and may continue to have, an adverse impact to our operational and financial performance as well as the businesses of our customers and partners, including their spending priorities. It is difficult to predict the full extent of the potential effects and impact on our operations, business, and financial performance, however, we continue to conduct business with substantial modifications and precautionary measures to our daily operations. Modifications include less employee travel as well as a virtual shift related to work location, and sales and marketing events. Given the uncertainty around the severity and duration of the COVID-19 pandemic, the Company cannot reasonably estimate the full impact on our business, financial condition and results of operations at this time, which may be material.
As the conflict in Ukraine continues to evolve, we are closely monitoring the current and potential impact on our business, our people, and our clients. Given the levying of sanctions, regional instability, geopolitical shifts, and other potential adverse effects on 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 was slightly impacted by our 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 unaudited Condensed Consolidated Financial Statements of the Company have been prepared on substantially the same basis as our annual consolidated financial statements and should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2021. Results from interim periods should not be considered indicative of results for the full year. In the opinion of management, these Condensed Consolidated Financial Statements reflect all adjustments necessary for a fair statement of financial position, results of operations, and cash flows for the periods presented, and such adjustments are of a normal, recurring nature.
The Condensed Consolidated Financial Statements of the Company include the accounts of all of its subsidiaries. Subsidiaries are entities over which the Company has control, where control is defined as the power to govern financial and operating policies. Generally, the Company has a shareholding of more than 50% of the voting rights in its subsidiaries. The effect of potential voting rights that are currently exercisable is considered when assessing whether control exists. Subsidiaries are fully consolidated from the date control is transferred to the Company, and are de-consolidated from the date control ceases. Intercompany accounts and transactions have been eliminated in consolidation.
The Employee Benefit Trust ("EBT") associated with the CPA Global Equity Plan was consolidated on October 1, 2020. The EBT held Clarivate shares that were recorded as treasury shares as they were legally issued but not outstanding. The EBT also holds cash that is classified as restricted cash on the Condensed Consolidated Balance Sheet.
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.
13

CLARIVATE PLC
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In millions, except option prices, ratios or as noted)

Note 3: Summary of Significant Accounting Policies
Our significant accounting policies are those that we believe are important to the portrayal of our financial condition and results of operations, as well as those that involve significant judgments or estimates about matters that are inherently uncertain. There have been no material changes to the significant accounting policies discussed in Item 8. – Financial Statements and Supplementary Data – Notes to the Consolidated Financial Statements – Note 3 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which was filed with the SEC on March 10, 2022.
Newly Adopted Accounting Standards
In June 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity because of complexity associated with GAAP for certain financial instruments with characteristics of liabilities and equity. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. This guidance is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods. The Company adopted ASU 2020-06 effective January 1, 2022 prospectively, and the adoption did not have a material impact on our Condensed Consolidated Financial Statements.
In April 2021, the FASB issued ASU 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options, which provides guidance regarding the accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. This guidance is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The Company adopted ASU 2021-04 effective January 1, 2022, and the adoption did not have a material impact on our Condensed Consolidated Financial Statements.
In July 2021, the FASB issued ASU 2021-05, Leases (Topic 842) Lessors – Certain Leases with Variable Lease Payments, to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities as well as disclosing key information about leasing transactions. This guidance is effective for all entities for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years for public business entities. The Company adopted the ASU 2021-05 at January 1, 2022, and the adoption did not have a material impact on our Condensed Consolidated Financial Statements.
Recently Issued Accounting Standards
In March 2022, the FASB issued ASU 2022-01, Derivatives and Hedging (Topic 815) – Portfolio Layer Method, amendments in this ASU allow multiple hedged layers to be designated for a single closed portfolio of financial assets or one or more beneficial interests secured by a portfolio of financial instruments. For public business entities, the amendments in this update are effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact that the standard will have on our Condensed Consolidated Financial Statements and it is expected that the adoption will not have a material impact.
There were no other new accounting standards or updates issued or effective as of June 30, 2022, that have, or are expected to have, a material impact on our Condensed 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.
14

CLARIVATE PLC
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In millions, except option prices, ratios or as noted)

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 $52.5 of total cash acquired, less $2.0 of restricted cash acquired.
The excess of the purchase price over the net tangible and intangible assets is recorded to Goodwill and primarily reflects the assembled workforce and expected synergies. The majority of goodwill is deductible for tax purposes. During the three and six months ended June 30, 2022, total transaction costs incurred in connection with the acquisition of ProQuest were $3.6 and $9.3, respectively. Total transaction costs during the three and six months ended June 30, 2021 were $10.0 and $10.1, respectively. The ProQuest acquisition is reported as part of the Science Segment, see Note 18 - Segment Information for further details.
The purchase price allocation for the ProQuest acquisition as of the close date of December 1, 2021 is preliminary and may change upon completion of the determination of the fair value of assets acquired and liabilities assumed. For example, the attrition assumptions used in valuing the customer relationship intangible assets acquired are provisional. A 0.5% change in the attrition assumption used would represent a material change in the purchase price allocation. The following table summarizes the preliminary purchase price allocation for this acquisition:
15


CLARIVATE PLC
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In millions, except option prices, ratios or as noted)
Original Purchase Price Allocation Measurement Period Adjustments Updated Purchase Price Allocation
Accounts receivable $ 113.5  $ 1.2  $ 114.7 
Prepaid expenses 22.3  0.9  23.2 
Other current assets 23.7  —  23.7 
Property and equipment, net 62.3  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  (3.7) 133.1 
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  (1.3) 708.0 
Fair value of acquired identifiable assets and liabilities $ 3,097.1  $ 5.3  $ 3,102.4 
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  5.3  3,102.4 
Goodwill $ 1,897.2  $ 2.7  $ 1,899.9 
(1) Of the $3,534.7, $3,528.0 relates to the valued intangible assets as per the purchase price allocation and $6.7 relates to acquired assets under construction.
The identifiable intangible assets acquired are amortized on a straight-line basis over their estimated useful lives. The following table summarizes the estimated fair value of ProQuest's identifiable intangible assets acquired and their remaining amortization period (in years):
Fair Value as of December 1, 2021 Remaining
Range of Years
Customer relationships $ 2,773.0 
17-23
Technology & databases 709.3 
5-17
Trade names 45.7 
2-10
Total identifiable intangible assets $ 3,528.0 

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

16


CLARIVATE PLC
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In millions, except option prices, ratios or as noted)
Three Months Ended June 30,
2021
Pro forma revenues, net $ 681.1 
Pro forma net loss attributable to the Company's shareholders (146.0)
Six Months Ended June 30,
2021
Pro forma revenues, net $ 1,329.2 
Pro forma net loss attributable to the Company's shareholders (217.8)

The unaudited pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative of results of operations that would have been achieved had the acquisition taken place on the date indicated, or the future consolidated results of operations of the Company. The pro forma financial information presented above has been derived from the historical consolidated financial statements of the Company and from the historical accounting records of ProQuest.
The unaudited pro forma results include certain pro forma adjustments to net loss that were directly attributable to the acquisition, assuming the acquisition had occurred on January 1, 2020, including the following: (i) additional amortization expense that would have been recognized relating to the acquired intangible assets, (ii) adjustments to interest expense to reflect the removal of ProQuest debt and the additional Company borrowings in conjunction with the acquisition, and (iii) acquisition-related transaction costs incurred by the Company during the three and six months ended June 30, 2021 described above.

Note 5: Leases
The Company has multiple agreements to sublease operating lease right of use assets and recognized $0.7 of sublease income for both the three months ended June 30, 2022 and 2021, and $1.5 of sublease income for both the six months ended June 30, 2022 and 2021, within Selling, general and administrative costs in the Condensed Consolidated Statements of Operations.
On December 1, 2021, Clarivate closed its acquisition of ProQuest. As part of the acquisition, the Company assumed a finance lease. Refer to Note 6 - Property and Equipment, Net, Note 11 - Debt, and Note 20 - Related Party Transactions for further information.
In connection with the Company's digital workplace transformation initiative and other integration activities to enable colleagues to work remotely, the Company has ceased the use of select leased sites. See Note 21 - Restructuring and Impairment for further information.

Note 6: Property and Equipment, Net
Property and equipment, net consisted of the following:
17


CLARIVATE PLC
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In millions, except option prices, ratios or as noted)
June 30, December 31,
2022 2021
Computer hardware $ 48.2  $ 45.5 
Leasehold improvements 16.3  11.6 
Furniture, fixtures and equipment 37.9  34.7 
Capital office leases - finance lease asset 31.0  30.5 
Other 2.1  2.3 
Total property and equipment, gross 135.5 124.6
Accumulated depreciation (58.7) (40.8)
Total property and equipment, net $ 76.8  $ 83.8 
Depreciation amounted to $9.8 and $3.3 for the three months ended June 30, 2022 and 2021, respectively, and $20.4 and $6.6 for the six months ended June 30, 2022 and 2021, respectively. There were no impairments related to leasehold improvements during the three and six months ended June 30, 2022, compared to $4.2 and $5.2 for the three and six months ended June 30, 2021.

Note 7: Other Intangible Assets, net and Goodwill
Other Intangible Assets, net
The following tables summarize the gross carrying amounts and accumulated amortization of the Company’s identifiable intangible assets by major class:
June 30, 2022 December 31, 2021
Gross Accumulated Amortization Net Gross Accumulated Amortization Net
Finite-lived intangible assets
Customer relationships $ 7,825.3  $ (659.4) $ 7,165.9  $ 8,279.1  $ (514.8) $ 7,764.3 
Databases and content 2,619.2  (679.6) 1,939.6  2,577.1  (591.0) 1,986.1 
Computer software 736.1  (363.2) 372.9  733.1  (320.1) 413.0 
Trade names 60.8  (15.4) 45.4  62.1  (10.5) 51.6 
Backlog 29.0  (16.8) 12.2  29.1  (13.0) 16.1 
Finite-lived intangible assets 11,270.4  (1,734.4) 9,536.0  11,680.5  (1,449.4) 10,231.1 
Indefinite-lived intangible assets
Trade names 161.3  —  161.3  161.3  —  161.3 
Total intangible assets $ 11,431.7  $ (1,734.4) $ 9,697.3  $ 11,841.8  $ (1,449.4) $ 10,392.4 
Amortization amounted to $165.8 and $127.0 for the three months ended June 30, 2022 and 2021, respectively, and $331.6 and $255.3 for the six months ended June 30, 2022 and 2021, respectively.
Goodwill
The change in the carrying amount of goodwill is shown below:
18


CLARIVATE PLC
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In millions, except option prices, ratios or as noted)
Science Segment Intellectual Property Segment Consolidated Total
Balance as of December 31, 2021 $ 3,326.9  $ 4,578.0  $ 7,904.9 
Measurement Period Adjustments(1)
5.8  —  5.8 
Impact of foreign currency fluctuations(2)
(8.7) (368.3) (377.0)
Balance as of June 30, 2022 $ 3,324.0  $ 4,209.7  $ 7,533.7 
(1) Includes $5.8 in purchase accounting adjustments recorded in 2022, of which $2.7 were related to the ProQuest acquisition. See Note 4 - Business Combinations for further information.
(2) The impact of foreign currency fluctuations was primarily driven by changes in the GBP/USD translation rate as of June 30, 2022 compared to December 31, 2021. Approximately half of the Company's Goodwill and Other intangible assets are denominated in GBP.

Note 8: Derivative Instruments
The Company had interest rate swap arrangements with counterparties to reduce its exposure to variability in cash flows relating to interest payments on $350.0 of its outstanding Term Loan arrangements which matured on March 31, 2021. In March 2021, the Company replaced the interest rate swaps that matured during March 2021 and entered into new interest rate swap arrangements relating to interest payments on $350.0 of its Term Loan arrangements which were effective March 31, 2021 and have a maturity date of March 31, 2024. The Company applies hedge accounting by designating the interest rate swaps as a hedge on applicable future quarterly interest payments.
In 2019, the Company also entered into two interest rate swap arrangements relating to interest payments on a total of $100.0 of its Term Loan arrangements, effective March 31, 2021 and April 30, 2021, respectively. Both of these derivatives have notional amounts that amortize downward, and a maturity date of September 2023. The Company applies hedge accounting by designating the interest rate swaps as a hedge on applicable future quarterly interest payments.
For additional information on our outstanding Term Loan and related hedging, see Note 11 - Debt and Item 3. 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 Condensed Consolidated Balance Sheets, according to the duration of related cash flows. The fair value of the interest rate swaps was an asset of $17.9 and $2.0 as of June 30, 2022 and December 31, 2021, respectively.
Foreign Currency Forward Contracts
The Company periodically enters into foreign currency contracts to help manage the Company’s exposure to foreign exchange rate risks. These contracts generally do not exceed 180 days in duration. The Company recognized (loss) gains from the mark to market adjustment of $(5.7) and $0.8 for the three months ended June 30, 2022 and 2021, respectively, and $(12.4) and $1.8 for the six months ended June 30, 2022 and 2021, respectively, in Other operating (income) expense, net on the Condensed Consolidated Statements of Operations. The principal amount of outstanding foreign currency contracts was $194.9 and $216.7 as of June 30, 2022 and December 31, 2021, respectively.
The Company accounts for these forward contracts at fair value and recognizes the associated realized and unrealized gains and losses in Other operating (income) expense, net in the Condensed Consolidated Statements of Operations, as the contracts are not designated as accounting hedges under the applicable sections of ASC 815, Derivatives and Hedging. The total fair value of the forward contracts represented an asset balance of $0.1 and $2.2 and a liability balance of $4.3 and $0.7 as of June 30, 2022 and December 31, 2021, respectively, which was classified within Other current assets and Accrued expenses and other current liabilities, respectively, on the Condensed Consolidated Balance Sheets. See Note 9 - Fair Value Measurements for additional information related to the fair value of derivative instruments.

Note 9: Fair Value Measurements
Assets and Liabilities Recorded at Fair Value on a Recurring Basis
19


CLARIVATE PLC
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In millions, except option prices, ratios or as noted)
The following table provides a summary of the Company’s assets and liabilities that were recognized at fair value on a recurring basis as at June 30, 2022 and December 31, 2021:
June 30, 2022
Level 2 Level 3 Total
Fair Value
Assets
Forward currency contracts asset $ 0.1  $ —  $ 0.1 
Interest rate swap asset 17.9  —  17.9 
$ 18.0  $ —  $ 18.0 
Liabilities
Warrant liability —  78.4  78.4 
CPA Global Equity Plan liability - current 9.0  —  9.0 
Forward currency contracts liability 4.3  —  4.3 
Total $ 13.3  $ 78.4  $ 91.7 
December 31, 2021
Level 2 Level 3 Total Fair Value
Assets
Forward currency contracts asset $ 2.2  $ —  $ 2.2 
Interest rate swap asset 2.0  2.0 
$ 4.2  $ —  $ 4.2 
Liabilities
Warrant liability —  227.8  227.8 
CPA Global Equity Plan liability - current 152.4  —  152.4 
Forward currency contracts liability 0.7  —  0.7 
Total $ 153.1  $ 227.8  $ 380.9 
Private Placement Warrants - The following table summarizes the changes in the Private Placement Warrants liability for the three and six months ended June 30, 2022 and 2021:
20


CLARIVATE PLC
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In millions, except option prices, ratios or as noted)
Balance at December 31, 2021 $ 227.8 
Mark to market gain on financial instruments (100.4)
Exercise of Private Placement Warrants — 
Balance at March 31, 2022 $ 127.4 
Mark to market gain on financial instruments (49.0)
Exercise of Private Warrants — 
Balance at June 30, 2022 $ 78.4 
Balance at December 31, 2020 $ 312.8 
Mark to market gain on financial instruments (51.2)
Exercise of Private Placement Warrants (3.6)
Balance at March 31, 2021 $ 258.0 
Mark to market loss on financial instruments 21.0 
Exercise of Private Warrants — 
Balance at June 30, 2021 $ 279.0 
There were no transfers of assets or liabilities between levels during the three and six months ended June 30, 2022 and 2021.
Non-Financial Assets Valued on a Non-Recurring Basis
Right of Use Asset — The Company recorded a non-cash impairment charge to reduce the carrying value of operating lease right of use asset by $6.2 and $28.6 for the three months ended June 30, 2022 and 2021, respectively, and $6.2 and $69.6 for the six months ended June 30, 2022 and 2021, respectively. Additionally, the Company incurred $0.2 and $0 in lease termination fees for the three months ended June 30, 2022 and 2021, respectively, and $0.4 and $3.1 during the six months ended June 30, 2022 and 2021, respectively. Fair value assumptions including sublease probabilities and the present value factor were used in the impairment calculation.

Note 10: Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities, consisted of the following as of June 30, 2022 and December 31, 2021:

21


CLARIVATE PLC
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In millions, except option prices, ratios or as noted)
June 30, December 31,
2022 2021
CPA Global Equity Plan liability(1)
$ 9.0  $ 152.4 
Employee related accruals(2)
113.6  150.6 
Accrued professional fees(3)
40.7  39.4 
Accrued legal liability(4)
67.9  79.0 
Tax related accruals(5)
39.5  28.5 
Accrued royalty costs(6)
66.0  71.3 
Other accrued expenses and other current liabilities(7)
164.4  158.4 
Total accrued expenses and other current liabilities $ 501.1  $ 679.6 
(1) See Note 9 - Fair Value Measurements and Note 14 - Share-based Compensation for further information.
(2) Employee related accruals include accrued payroll, bonus and employee commissions.
(3) Professional and outside service-related fees include accrued legal fees, audit fees, outside services, technology, and contractor fees.
(4) Of the balance as of June 30, 2022 and December 31, 2021, management estimated the Company's potential liability for the larger legal claims is $60.4 and $60.5, respectively, which includes estimated legal costs and accrued interest. See Note 19 - Commitments and Contingencies for further information with respect to the probable claim reserves.
(5) Tax related accruals include value-added taxes payable and other current taxes payable.
(6) Represents accrued royalty costs associated with licensee agreements.
(7) Includes current liabilities due to customers, interest payable, and miscellaneous other current liabilities. As of June 30, 2022 and December 31, 2021, we recognized $6.2 and $6.5, respectively of accrued preferred share dividends.

Note 11: Debt
The following table is a summary of the Company’s debt:
June 30, 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 4.375  % 175.0  3.359  % 175.0 
Term Loan Facility 2026 4.666  % 2,804.5  3.860  % 2,818.8 
Senior Secured Notes 2026 4.500  % 700.0  4.500  % 700.0 
Finance lease(1)
2023 3.800  % 29.8  3.800  % 30.8 
Total debt outstanding 5,551.9  5,567.2 
Debt issuance costs (42.7) (47.1)
Term Loan Facility (2026), Senior Notes (2029), Senior Secured Notes (2028), discounts (30.6) (33.2)
Short-term debt, including current portion of Long-term debt (57.1) (30.6)
Long-term debt, net of current portion and debt issuance costs $ 5,421.5  $ 5,456.3 
(1) See Note 5 - Leases for additional information.
22


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

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

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

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

On March 31, 2022, the Company’s direct and indirect subsidiaries that are borrowers or guarantors under the Credit Agreement dated as of October 31, 2019, (the "Credit Agreement") entered into an amendment thereto, pursuant to which the total revolving credit commitments thereunder were further increased by $400.0 to $750.0 in the aggregate and the maturity date for revolving credit commitments was extended to March 31, 2027, subject to a “springing” maturity date that is 90 days prior to the maturity date of (i) the term loans outstanding under the Credit Agreement as of the date of the amendment or (ii) the 4.50% senior secured notes due in 2026 and issued by Camelot Finance S.A. (but only to the extent such term loans or senior secured notes have not, prior thereto, been refinanced or extended to have a maturity date of no earlier than 90 days after March 31, 2027).
The Revolving Credit Facility carries an interest rate at Term SOFR, plus a 0.1% SOFR adjustment, plus 3.25% per annum (or 2.75% per annum, based on first lien leverage ratios) or Prime plus a margin of 2.25% per annum, as applicable depending on the borrowing. The Revolving Credit Facility interest rate margins will decrease upon the achievement of certain first lien net leverage ratios (as the term is used in the Credit Agreement).
In November 2021, the Company borrowed $175.0 on the existing Revolving Credit Facility and used the net proceeds from such borrowings for general corporate purposes. The Revolving Credit Facility is subject to a commitment fee rate of 0.5% per annum (or 0.375% per annum, based on first lien leverage ratios) times the unutilized amount of total revolving commitments.
As of June 30, 2022, letters of credit totaling $6.3 were collateralized by the Revolving Credit Facility. Notwithstanding the Revolving Credit Facility, the Company had an unsecured corporate guarantee outstanding for $10.5 and cash collateralized letters of credit totaling $2.6 as of June 30, 2022, all of which were not collateralized by the Revolving Credit Facility.
Term Loan Facility (2026)
The Company has a Term Loan Facility of $2,860.0 due in 2026, which was fully drawn at closing. The principal amount of the Term Loan Facility is repaid by the Company on the last Business Day of each March, June, September and December, in an amount equal to 0.25% of the aggregate outstanding amount. As of June 30, 2022, we had $2,804.5 outstanding on our Term Loan Facility.
Senior Secured Notes (2026)
23


CLARIVATE PLC
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In millions, except option prices, ratios or as noted)
The Company has $700.0 in aggregate principal amount of Senior Secured Notes due in 2026 bearing interest at 4.50% per annum, payable semi-annually to holders of record in May and November. The first interest payment was paid in May 2020. The Secured Notes due 2026 were issued by Camelot Finance S.A., an indirect wholly-owned subsidiary of Clarivate, and are secured on a first-lien pari passu basis with borrowings under the Credit Facilities and Senior Secured Notes due 2028. These Notes are guaranteed on a joint and several basis by certain Clarivate subsidiaries and will be general senior secured obligations of the Issuer and will be secured on a first-priority basis by the collateral now owned or hereafter acquired by the Issuer and each of the Guarantors that secures the Issuer’s and such Guarantor’s obligations under the New Senior Credit Facility (subject to permitted liens and other exceptions).
The carrying value of the Company’s variable interest rate debt, excluding unamortized debt issuance costs, approximates fair value due to the short-term nature of the interest rate benchmark rates. The fair value of the fixed rate debt is estimated based on market observable data for debt with similar prepayment features. The fair value of the Company’s debt was $5,015.8 and $5,595.5 at June 30, 2022 and December 31, 2021, respectively. The debt is considered a Level 2 liability under the fair value hierarchy.

Note 12: Revenue
Disaggregated Revenues
We disaggregate our revenues by segment (see Note 18 - Segment Information) and by transaction type based on revenue recognition pattern as follows:
Subscription-based revenues are recurring revenues that are earned under annual, evergreen or multi-year contracts pursuant to which we license the right to use our products to our customers or provide maintenance services over a contractual term. Revenues from the sale of subscription data, maintenance services, and analytics solutions are recognized ratably over the contractual period as revenues are earned.
Re-occurring revenues are earned under contracts for specific deliverables that are typically quoted on a product, data set or project basis and often derived from repeat customers. These contracts include either evergreen clauses, in which at least six month advance notice is required prior to cancellation, or the contract is for multiple years. Deliverables are usually received by the customer instantly or in a short period of time, at which time the revenues are recognized. The most significant component of our re-occurring revenues is our 'renewal' business within CPA Global.
Transactional and other revenues. Transactional 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:
24


CLARIVATE PLC
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In millions, except option prices, ratios or as noted)
Three Months Ended June 30,
2022
2021(1)
Subscription revenues $ 407.4  $ 243.4 
Re-occurring revenues 112.0  113.7 
Transactional and other revenues 168.0  90.0 
Total revenues, gross 687.4  447.1 
Deferred revenues adjustment (2)
(0.8) (1.4)
Total revenues, net $ 686.6  $ 445.7 
(1) Certain prior period amounts have been reclassified to conform to current period presentation.
(2) Reflects the deferred revenues adjustment made as a result of purchase accounting prior to the adoption of ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. In the fourth quarter of 2021, Clarivate adopted ASU No. 2021-08 which allows an acquirer to account for the related revenue contracts in accordance with ASC 606 Revenue from Contracts with Customers, as if it had originated the contracts. This guidance was applied retrospectively to all business combinations for which the acquisition date occurs during or subsequent to 2021.
Six Months Ended June 30,
2022
2021(1)
Subscription revenues $ 811.2  $ 482.4 
Re-occurring revenues 226.5  223.2 
Transactional and other revenues 311.7  172.9 
Total revenues, gross 1,349.4  878.5 
Deferred revenues adjustment(2)
(0.6) (4.4)
Total revenues, net $ 1,348.8  $ 874.1 
(1) Certain prior period amounts have been reclassified to conform to current period presentation.
(2) Reflects the deferred revenues adjustment made as a result of purchase accounting prior to the adoption of ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. In the fourth quarter of 2021, Clarivate adopted ASU No. 2021-08 which allows an acquirer to account for the related revenue contracts in accordance with ASC 606 Revenue from Contracts with Customers, as if it had originated the contracts. This guidance was applied retrospectively to all business combinations for which the acquisition date occurs during or subsequent to 2021.
Contract Balances
Accounts receivable, net Current portion of deferred revenues Non-current portion of deferred revenues
Opening (January 1, 2022) $ 906.4  $ 1,030.4  $ 54.2 
Closing (June 30, 2022) 812.4  956.7  50.3 
Decrease / (increase) $ 94.0  $ 73.7  $ 3.9 
Opening (January 1, 2021) $ 737.7  $ 707.3  $ 41.4 
Closing (June 30, 2021) 628.1  664.9  48.1 
Decrease / (increase) $ 109.6  $ 42.4  $ (6.7)
The amount of revenue recognized in the period that was included in the opening deferred revenues balances was $628.5 and $377.9 for the six months ended June 30, 2022 and 2021, respectively. This revenue consists primarily of subscription revenues.
Transaction Price Allocated to the Remaining Performance Obligation
As of June 30, 2022, approximately $126.8 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
25


CLARIVATE PLC
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In millions, except option prices, ratios or as noted)
on approximately 58.6% of these performance obligations over the next 12 months. Of the remaining 41.4%, 23.3% is expected to be recognized within the following year, 11.4% is expected to be recognized within three to five years, with the final 6.7% expected to be recognized within six to ten years.

Note 13: Shareholders’ Equity
As of June 30, 2022, there were unlimited shares of ordinary stock authorized, 673.8 million shares issued and 673.3 million shares outstanding, with no par value. The Company held 0.5 million and 0.5 million shares as treasury shares as of June 30, 2022 and December 31, 2021, respectively. The Company’s ordinary shareholders are entitled to one vote per share.
DRG Acquisition Shares
In connection with the DRG acquisition, 2.9 million ordinary shares of the Company were issued to 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, in our Annual Report on Form 10-K), we completed a public offering of 14.4 million of our 5.25% Series A Mandatory Convertible Preferred Shares ("MCPS") (which included 1.9 million of our MCPS that the underwriters purchased pursuant to their option to purchase additional shares). Dividends on our mandatory convertible preferred shares are payable, as and if declared by our Board of Directors, at an annual rate of 5.25% of the liquidation preference of $100.00 per share. We may pay declared dividends on March 1, June 1, September 1 and December 1 of each year, commencing on September 1, 2021 and ending on, and including, June 1, 2024. Each of our convertible preferred shares has a liquidation preference of $100.00.
As of June 30, 2022, we recognized $6.2 of accrued preferred share dividends within Accrued expenses and other current liabilities. While the dividends on the MCPS are cumulative, they will not be paid until declared by the Company’s Board of Directors. If the dividends are not declared, they will continue to accumulate until paid, due to a backstop contained in the agreement (even if never declared).
Treasury Shares
CPA Global Acquisition Shares - During the six months ended June 30, 2022, 41.7 thousand shares held in the Employee Benefit Trust ("EBT"), established for the CPA Global Equity Plan, were sold at an average net price per share of $15.01 to fund the payment to the respective employees. Given the original share value of $30.99 as of the date of the acquisition, an associated loss was recognized within the Condensed Consolidated Statement of Changes in Equity in the amount of $0.7.
During January 2021, the Company issued 1.5 million ordinary shares to Redtop Holdings Limited pursuant to a hold-back clause within the purchase agreement for a total of $43.9, which was satisfied. See Note 19 - Commitments and Contingencies for additional details.
Share Repurchase Program and Share Retirements - In August 2021, the Company's Board of Directors authorized a share repurchase program allowing the Company to purchase up to $250.0 of its outstanding ordinary shares, subject to market conditions. In February 2022, the Company's Board of Directors approved the purchase of up to $1,000.0 of the Company's ordinary shares through open-market purchases, to be executed through December 31, 2023. The February 2022 repurchase program replaces the repurchase program previously announced in August 2021. During the six months ended June 30, 2022, the Company repurchased 10.7 million ordinary shares with a total carrying value of $175.0 which were subsequently retired 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 June 30, 2022, the Company had approximately $825.0 of availability remaining under this program. A summary of the ordinary shares repurchased and retired during the six months ended June 30, 2022 is as follows:
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CLARIVATE PLC
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In millions, except option prices, ratios or as noted)
Six Months Ended June 30,
(in millions) 2022
Total number of shares repurchased 10.7 
Average price paid per share $ 16.33 
Total
$ 175.0 
Total shares retired 10.7 
Average price paid per share $ 16.33 
Total
$ 175.0 

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CLARIVATE PLC
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In millions, except option prices, ratios or as noted)
Note 14: Share-based Compensation