UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q/A
(Amendment No.1)10-Q
(Mark One)
☒    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 20212022
☐    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 IslandsN/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 classTrading Symbol(s)Name of exchange on which registered
Ordinary Shares, no par valueCLVTNew York Stock Exchange
5.25% Series A Mandatory Convertible Preferred Shares, no par valueCLVT PR ANew 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


“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 October 25, 202128, 2022 was 639,776,102.674,188,796.
DOCUMENTS INCORPORATED BY REFERENCE
None
















EXPLANATORY NOTE
On February 3, 2022, Clarivate Plc (“Clarivate”, the “Company,” “our,” “us” and “we”) filed Amendment No. 2 (“10-K Amendment No. 2” to our Annual Report on Form 10-K for the year ended December 31, 2020, originally filed with the Securities and Exchange Commission (“SEC”) on February 26, 2021 (the "Original Form 10-K") and amended on May 10, 2021 (the 10-K Amendment No. 1” and, the Original Form 10-K as amended by 10-K Amendment No. 1 and 10-K Amendment No. 2, the “Form 10-K/A2”), to restate our Consolidated Financial Statements and related footnote disclosures as of and for the years ended December 31, 2020 and our quarterly results of operations for the quarter ended December 31, 2020. In addition, it was concluded that the quarterly financial statements for the quarterly periods March 31, 2021, June 30, 2021 and September 30, 2021 should also no longer be relied upon.
See Note 28 - Restatement of Previously Issued Financial Statements, to the Consolidated Financial Statements in the Form 10-K/A2 for additional information related to the restatement.
The Company is filing this Amendment No. 1 (“Amendment No. 1”) to the Quarterly Report on Form 10-Q for the period ended September 30, 2021, originally filed with the SEC on October 28, 2021 (“the Original Form 10-Q”, as amended by Amendment No. 1, the “Form 10-Q/A”), to restate our Condensed Consolidated Financial Statements and related footnote disclosures as of and for the three and nine months ended September 30, 2021. Amendment No. 1 also amends certain other items in the Original Form 10-Q, as described in “Items Amended in this Form 10-Q/A" section below.
Restatement Background
On December 22, 2021, the Company concluded, with concurrence from the Audit Committee, that the consolidated financial statements previously issued as of and for the year ended December 31, 2020 and the quarterly period ended December 31, 2020 should no longer be relied upon because of an error in such financial statements, as addressed in FASB ASC Topic 250. In addition, it was concluded that the financial statements for the quarterly periods ended March 31, 2021, June 30, 2021 and September 30, 2021 should also no longer be relied upon.
The errors corrected in 10-K Amendment No. 2 and such amended Form 10-Q filings related to the treatment under GAAP of an equity plan ("the CPA Global Equity Plan") included in the CPA Global business combination which was consummated on October 1, 2020 (“the CPA Global Transaction”). In the affected financial statements, certain awards made by CPA Global under such equity plan and related trust were incorrectly included as part of the acquisition accounting for the CPA Global Transaction. The Company concluded that the expenses associated with such equity plan should have been recognized as share-based compensation charges ranging from the vesting period of October 1, 2020 to October 1, 2021, with only a portion of the liability recorded as part of acquisitionaccounting.
This restatement reflected in this amendment resulted in the following changes:


Consolidated Statement of Operations
(in thousands, except per share data)September 30, 2021
3 months ended9 months ended
Cost of revenues$374 $(21,852)
Selling, general and administrative costs(3,626)(56,469)
Restructuring and impairment8,555 (3,697)
Total operating expenses5,303 (82,018)
Loss before interest expense and income tax5,303 (82,018)
Loss before income tax5,303 (82,018)
(Provision) benefit for income taxes(191)5,776 
Net loss5,112 (76,242)
Net income (loss) attributable to ordinary shares5,112 (76,242)
Basic earnings per ordinary share$0.01 $(0.12)
Diluted earnings per ordinary share$0.01 $(0.12)
Consolidated Balance Sheet
(in thousands)September 30, 2021
Restricted cash$3,400 
Prepaid expenses— 
Other current assets(144,106)
Goodwill(199,379)
Other non-current assets(12,810)
Deferred income taxes(1,641)
Total assets(354,536)
Accrued expenses and other current liabilities(33,028)
Other non-current liabilities(8,372)
Deferred income taxes4,796 
Total liabilities(36,604)
Treasury Shares(196,038)
Accumulated other comprehensive income(6,896)
Accumulated deficit(114,998)
Total shareholders’ equity(317,932)
Consolidated Statement of Comprehensive Income
(in thousands)September 30, 2021
3 months ended9 months ended
Net loss$5,112 $(76,242)
Foreign currency translation adjustment5,559 4,243 
Total other comprehensive income, net of tax5,559 4,243 
Comprehensive income10,671 (71,999)



Consolidated Statement of Cash Flows
(in thousands)September 30, 2021
9 months ended
Cash flows from operating activities
Net loss$(76,242)
Adjustments to reconcile net loss to net cash provided by operating activities:
Deferred income tax benefit8 
Share-based compensation(33,890)
Restructuring and impairment(9,253)
Mark to market adjustment on phantom shares9,418 
Changes in operating assets and liabilities:
Accrued expenses and other current liabilities104,647 
Other liabilities5,312 
Net cash provided by operating activities— 

Items Amended by this Form 10-Q/A
The portions of the Original Form 10-Q that have been revised to give effect to the restatement reflected in this amendment and matters related thereto are as follows:
•Part I, Item 1. Financial Statements (Unaudited)
•Part I, Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
•Part I, Item 4. Controls and Procedures
•Part II, Item 6. Exhibits
See Note 27 - Restatement of Previously Issued Financial Statements, in Item 1, Financial Statements (Unaudited), for additional information related to the restatement of the Condensed Consolidated Financial Statements as of and for the three and nine months ended September 30, 2021.
Pursuant to the rules of the SEC, Part II, Item 6 has been amended to include currently-dated certifications from our Chief Executive Officer (as Principal Executive Officer) and our Chief Financial Officer (as Principal Financial Officer), as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 (Exhibits 31 and 32).
This Form 10-Q/A sets forth the information in the Original Form 10-Q in its entirety, as such information is modified and superseded where necessary to reflect the restatement and related revisions. Except as provided above, this Form 10-Q/A does not amend, update or change any other items or disclosures or otherwise reflect events occurring after the date of the Original Form 10-Q to the date this Form 10-Q/A is filed. Accordingly, this Form 10-Q/A should be read in conjunction with the Company’s other SEC filings, including any amendments to those filings.
Refer to Note 2 - Basis of Presentation for additional information and for the summary of the accounting impacts of these adjustments to the Company’s consolidated financial statements.
Control Considerations


In connection with the the restatement described in the Form 10-K/A2 and this Form 10-Q/A, management reassessed its conclusions regarding the effectiveness of the Company’s disclosure controls and procedures ("DC&P"). Management concluded that the Company’s DC&P were not effective as of September 30, 2021, due to material weaknesses related to, (1) the lack of an effectively designed control over the communication of modifications to pre-existing compensation agreements in an acquisition transaction between the legal function and the accounting function to ensure the accounting impact of the modifications could be evaluated, and (2) the lack of an effectively designed control with a sufficient level of precision to allow for an appropriate review of the tax balances associated with the opening balance sheet of acquired entities.
For a discussion of management’s consideration of our DC&P, and the material weaknesses identified, see Part I, Item 4, Controls and Procedures of this Form 10-Q/A.

Table of Contents
TABLE OF CONTENTS
Page
5
Item 1. Financial Statements (Unaudited)
(as restated)5
Condensed Consolidated Balance Sheets
5
Condensed Consolidated Statements of Operations
6
Condensed Consolidated Statements of Comprehensive Income (Loss)
8
Condensed Consolidated Statements of Changes in Equity
9
Condensed Consolidated Statements of Cash Flows
13
Notes to the Condensed Consolidated Financial Statements
15
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (as restated)
7542
Item 3. Quantitative and Qualitative Disclosures About Market Risk
10360
Item 4. Controls and Procedures (as restated)
10360
10461
Item 1. Legal Proceedings
10461
Item 1A. Risk Factors
10461
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
10461
Item 3. Defaults Upon Senior Securities
105
Item 4. Mine Safety Disclosures
105
Item 5. Other Information
10562
Item 6. Exhibits (as restated)
10562
SIGNATURESSignature
10763
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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, the ProQuest acquisition, 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:
•our ability to make, consummate and integrate acquisitions, including the ProQuest acquisition, and realize any
expected benefits or effects of any acquisitions or the timing, final purchase price, costs associated with achieving
synergies or integration or consummation of any acquisitions, including the ProQuest acquisition;

•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

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

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

Note on Defined Terms and Presentation
We employ a number of defined terms in this quarterly report for clarity and ease of reference, which we have capitalized so that you may recognize them as such. As used throughout this quarterly report, unless otherwise indicated or the context otherwise requires, the terms “Clarivate,” the “Company,” “our,” “us” and “we” refer to Clarivate Plc and its consolidated subsidiaries; “Baring” refers to the affiliated funds of Baring Private Equity Asia Pte Ltd that from time to time hold our ordinary shares; “LGP” refers to affiliated funds of Leonard Green & Partners, L.P. that from time to time hold our ordinary shares; "CIG" refers to affiliate funds of Cambridge Information Group that from time to time hold our ordinary shares; and “Onex”"Atairos" refers to the affiliates of Onex Partners Advisor LPAtairos 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 thousandsmillions 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 thousands,millions, except share and per share data)
September 30, 2021
(As Restated)

December 31, 2020September 30, 2022December 31, 2021
AssetsAssetsAssets
Current assets:Current assets:Current assets:
Cash and cash equivalentsCash and cash equivalents$2,479,880 $257,730 Cash and cash equivalents$446.0 $430.9 
Restricted cashRestricted cash1,857,657 14,678 Restricted cash8.6 156.7 
Accounts receivable, net of allowance of $8,642 and $8,745 at September 30, 2021 and December 31, 2020, respectively610,755 737,733 
Accounts receivable, netAccounts receivable, net748.6 906.4 
Prepaid expensesPrepaid expenses58,056 58,273 Prepaid expenses98.8 76.6 
Other current assetsOther current assets42,192 79,150 Other current assets71.5 66.6 
Assets held for saleAssets held for sale78.3 — 
Total current assetsTotal current assets5,048,540 1,147,564 Total current assets1,451.8 1,637.2 
Property and equipment, netProperty and equipment, net27,948 36,267 Property and equipment, net56.9 83.8 
Other intangible assets, netOther intangible assets, net6,964,081 7,370,350 Other intangible assets, net9,248.9 10,392.4 
GoodwillGoodwill5,999,322 6,042,964 Goodwill2,804.4 7,904.9 
Other non-current assetsOther non-current assets28,998 31,334 Other non-current assets100.5 50.8 
Deferred income taxesDeferred income taxes28,469 29,863 Deferred income taxes23.7 27.9 
Operating lease right-of-use assetsOperating lease right-of-use assets45,880 132,356 Operating lease right-of-use assets62.4 86.0 
Total AssetsTotal Assets$18,143,238 $14,790,698 Total Assets$13,748.6 $20,183.0 
Liabilities and Shareholders’ EquityLiabilities and Shareholders’ EquityLiabilities and Shareholders’ Equity
Current liabilities:Current liabilities:Current liabilities:
Accounts payableAccounts payable$94,494 $82,038 Accounts payable$105.9 $129.2 
Accrued compensationAccrued compensation107.5 150.6 
Accrued expenses and other current liabilitiesAccrued expenses and other current liabilities559,693 569,682 Accrued expenses and other current liabilities416.7 529.0 
Current portion of deferred revenuesCurrent portion of deferred revenues579,935 707,318 Current portion of deferred revenues857.8 1,030.4 
Current portion of operating lease liabilityCurrent portion of operating lease liability28,459 35,455 Current portion of operating lease liability28.9 32.2 
Current portion of long-term debtCurrent portion of long-term debt1,865,627 28,600 Current portion of long-term debt57.4 30.6 
Liabilities held for saleLiabilities held for sale58.3 

— 
Total current liabilitiesTotal current liabilities3,128,208 1,423,093 Total current liabilities1,632.5 1,902.0 
Long-term debtLong-term debt3,443,578 3,457,900 Long-term debt5,417.1 5,456.3 
Warrant liabilitiesWarrant liabilities195,952 312,751 Warrant liabilities25.1 227.8 
Non-current portion of deferred revenuesNon-current portion of deferred revenues44,934 41,399 Non-current portion of deferred revenues37.7 54.2 
Other non-current liabilitiesOther non-current liabilities49,960 49,445 Other non-current liabilities136.1 142.7 
Deferred income taxesDeferred income taxes329,755 366,996 Deferred income taxes350.5 380.1 
Operating lease liabilitiesOperating lease liabilities58,443 104,324 Operating lease liabilities75.0 94.0 
Total liabilitiesTotal liabilities7,250,830 5,755,908 Total liabilities7,674.0 8,257.1 
Commitments and contingencies00
Commitments and contingencies (Note 19)Commitments and contingencies (Note 19)
Shareholders’ equity:Shareholders’ equity:Shareholders’ equity:
Preferred Shares, no par value; 14,375,000 shares authorized; 5.25% Mandatory Convertible Preferred Shares, Series A, 14,375,000 and 0 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively1,392,671 — 
Ordinary Shares, no par value; unlimited shares authorized at September 30, 2021 and December 31, 2020; 639,750,620 and 606,329,598 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively10,810,130 9,989,284 
Treasury Shares, at cost; 6,325,860 and 6,325,860 at September 30, 2021 and December 31, 2020, respectively(196,038)(196,038)
Accumulated other comprehensive income318,008 492,382 
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 September 30, 2022 and December 31, 2021Preferred 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 September 30, 2022 and December 31, 20211,392.6 1,392.6 
Ordinary Shares, no par value; unlimited shares authorized at September 30, 2022 and December 31, 2021; 674,166,494 and 683,139,210 shares issued, and 673,801,480 and 683,139,210 shares outstanding at September 30, 2022 and December 31, 2021, respectivelyOrdinary Shares, no par value; unlimited shares authorized at September 30, 2022 and December 31, 2021; 674,166,494 and 683,139,210 shares issued, and 673,801,480 and 683,139,210 shares outstanding at September 30, 2022 and December 31, 2021, respectively11,718.4 11,827.9 
Treasury shares, at cost; 365,014 and 547,136 shares as of September 30, 2022 and December 31, 2021, respectivelyTreasury shares, at cost; 365,014 and 547,136 shares as of September 30, 2022 and December 31, 2021, respectively(11.3)(16.9)
Accumulated other comprehensive (loss) incomeAccumulated other comprehensive (loss) income(1,069.7)326.7 
Accumulated deficitAccumulated deficit(1,432,363)(1,250,838)Accumulated deficit(5,955.4)(1,604.4)
Total shareholders’ equityTotal shareholders’ equity10,892,408 9,034,790 Total shareholders’ equity6,074.6 11,925.9 
Total Liabilities and Shareholders’ EquityTotal Liabilities and Shareholders’ Equity$18,143,238 $14,790,698 Total Liabilities and Shareholders’ Equity$13,748.6 $20,183.0 
The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.
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CLARIVATE PLC
Condensed Consolidated Statements of Operations (Unaudited)
(In thousands,millions, except share and per share data)

Three Months Ended September 30,Three Months Ended September 30,
2021
(As Restated)		2020
(As Restated)		20222021
Revenues, netRevenues, net$442,117 $284,360 Revenues, net$635.7 $442.1 
Operating expenses:Operating expenses:Operating expenses:
Cost of revenuesCost of revenues(140,737)(93,554)Cost of revenues223.7 140.7 
Selling, general and administrative costsSelling, general and administrative costs(144,845)(131,526)Selling, general and administrative costs169.5 144.8 
Depreciation(2,657)(2,918)
Amortization(128,026)(65,696)
Depreciation and amortizationDepreciation and amortization169.7 130.7 
Restructuring and impairmentRestructuring and impairment(7,066)(3,192)Restructuring and impairment26.0 7.1 
Other operating expense, net(4,411)(138)
Goodwill impairmentGoodwill impairment4,448.6 — 
Other operating (income) expense, netOther operating (income) expense, net(26.6)4.4 
Total operating expensesTotal operating expenses(427,742)(297,024)Total operating expenses5,010.9 427.7 
Income (loss) from operationsIncome (loss) from operations14,375 (12,664)Income (loss) from operations(4,375.2)14.4 
Mark to market adjustment on financial instruments83,013 (144,753)
Income (loss) before interest expense and income tax97,388 (157,417)
Mark to market (gain) loss on financial instrumentsMark to market (gain) loss on financial instruments(53.3)(83.0)
Interest expense and amortization of debt discount, netInterest expense and amortization of debt discount, net(65,194)(20,244)Interest expense and amortization of debt discount, net71.5 65.3 
Income (loss) before income tax32,194 (177,661)
Income (loss) before income taxesIncome (loss) before income taxes(4,393.4)32.1 
Provision for income taxesProvision for income taxes(3,770)(4,325)Provision for income taxes22.1 3.7 
Net income (loss)Net income (loss)28,424 (181,986)Net income (loss)(4,415.5)28.4 
Dividends on preferred sharesDividends on preferred shares(22,431)— Dividends on preferred shares18.9 22.4 
Net income (loss) attributable to ordinary sharesNet income (loss) attributable to ordinary shares$5,993 $(181,986)Net income (loss) attributable to ordinary shares$(4,434.4)$6.0 
Per share:Per share:Per share:
BasicBasic$0.01 $(0.47)Basic$(6.58)$0.01 
DilutedDiluted$0.01 $(0.47)Diluted$(6.64)$(0.12)
Weighted average shares used to compute earnings per share:Weighted average shares used to compute earnings per share:Weighted average shares used to compute earnings per share:
BasicBasic634,508,967 387,845,438 Basic673,553,256 634,508,967 
DilutedDiluted639,607,653 387,845,438 Diluted675,179,693 643,902,777 
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 thousands,millions, except share and per share data)

Nine Months Ended September 30,Nine Months Ended September 30,
2021
(As Restated)		2020
(As Restated)		20222021
Revenues, netRevenues, net$1,316,192 $798,452 Revenues, net$1,984.5 $1,316.2 
Operating expenses:Operating expenses:Operating expenses:
Cost of revenuesCost of revenues(438,311)(268,614)Cost of revenues717.0 438.3 
Selling, general and administrative costsSelling, general and administrative costs(458,847)(368,247)Selling, general and administrative costs549.3 458.8 
Depreciation(9,243)(8,151)
Amortization(383,270)(168,049)
Depreciation and amortizationDepreciation and amortization521.7 392.6 
Restructuring and impairmentRestructuring and impairment(125,685)(26,792)Restructuring and impairment56.9 125.7 
Other operating (expense) income, net(19,741)14,675 
Goodwill impairmentGoodwill impairment4,448.6 — 
Other operating (income) expense, netOther operating (income) expense, net(64.9)19.7 
Total operating expensesTotal operating expenses(1,435,097)(825,178)Total operating expenses6,228.6 1,435.1 
Loss from operations(118,905)(26,726)
Mark to market adjustment on financial instruments113,207 (224,175)
Income (loss) before interest expense and income tax(5,698)(250,901)
Income (loss) from operationsIncome (loss) from operations(4,244.1)(118.9)
Mark to market gain on financial instrumentsMark to market gain on financial instruments(202.7)(113.2)
Interest expense and amortization of debt discount, netInterest expense and amortization of debt discount, net(141,156)(72,306)Interest expense and amortization of debt discount, net193.3 141.2 
Loss before income tax(146,854)(323,207)
Income (loss) before income taxesIncome (loss) before income taxes(4,234.7)(146.9)
Provision for income taxesProvision for income taxes(12,240)(13,693)Provision for income taxes48.9 12.2 
Net loss(159,094)(336,900)
Net income (loss)Net income (loss)(4,283.6)(159.1)
Dividends on preferred sharesDividends on preferred shares(22,431)— Dividends on preferred shares56.3 22.4 
Net loss attributable to ordinary shares$(181,525)$(336,900)
Net income (loss) attributable to ordinary sharesNet income (loss) attributable to ordinary shares$(4,339.9)$(181.5)
Per share:Per share:Per share:
BasicBasic$(0.29)$(0.91)Basic$(6.41)$(0.29)
DilutedDiluted$(0.29)$(0.91)Diluted$(6.66)$(0.47)
Weighted average shares used to compute earnings per share:Weighted average shares used to compute earnings per share:Weighted average shares used to compute earnings per share:
BasicBasic616,135,071 369,019,802 Basic676,732,992 616,135,071 
DilutedDiluted616,135,071 369,019,802 Diluted680,617,434 626,180,258 
The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.


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

Three Months Ended September 30,Three Months Ended September 30,
2021
(As Restated)		2020
(As Restated)		20222021
Net income (loss)Net income (loss)$28,424 $(181,986)Net income (loss)$(4,415.5)$28.4 
Other comprehensive income (loss), net of tax:Other comprehensive income (loss), net of tax:Other comprehensive income (loss), net of tax:
Interest rate swapsInterest rate swaps333 1,092 Interest rate swaps34.9 0.4 
Defined benefit pension plans
Defined benefit pension plans
(4)(15)Defined benefit pension plans
— — 
Foreign currency translation adjustmentForeign currency translation adjustment(241,420)9,359 Foreign currency translation adjustment(585.4)(241.5)
Total other comprehensive income (loss), net of tax(241,091)10,436 
Total other comprehensive (loss) income, net of taxTotal other comprehensive (loss) income, net of tax(550.5)(241.1)
Comprehensive lossComprehensive loss$(212,667)$(171,550)Comprehensive loss$(4,966.0)$(212.7)

Nine Months Ended September 30,Nine Months Ended September 30,
2021
(As Restated)		2020
(As Restated)		20222021
Net loss$(159,094)$(336,900)
Net income (loss)Net income (loss)$(4,283.6)$(159.1)
Other comprehensive income (loss), net of tax:Other comprehensive income (loss), net of tax:Other comprehensive income (loss), net of tax:
Interest rate swapsInterest rate swaps1,884 (2,052)Interest rate swaps50.6 1.9 
Defined benefit pension plans
Defined benefit pension plans
(12)(57)Defined benefit pension plans0.1 — 
Foreign currency translation adjustmentForeign currency translation adjustment(176,246)1,795 Foreign currency translation adjustment(1,447.1)(176.3)
Total other comprehensive loss, net of tax(174,374)(314)
Total other comprehensive (loss) income, net of taxTotal other comprehensive (loss) income, net of tax(1,396.4)(174.4)
Comprehensive lossComprehensive loss$(333,468)$(337,214)Comprehensive loss$(5,680.0)$(333.5)
The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.


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CLARIVATE PLC
Condensed Consolidated Statements of Changes in Equity (Unaudited)
(In thousands, except share data)millions)

Ordinary SharesPreferred SharesTreasury SharesAccumulated
Other
Comprehensive
Income (Loss)		Accumulated
Deficit		Total
Shareholders’
 Equity
SharesAmountSharesAmountSharesAmount
Balance at December 31, 2020606,329,598$9,989,284—$—6,325,860$(196,038)$492,382$(1,250,838)$9,034,790
Exercise of Private Placement Warrants212,1743,592——————3,592
Exercise of stock options835,9175,074——————5,074
Vesting of restricted stock units15,958————————
Shares returned to the Company for net share settlements(434,059)(4,489)——————(4,489)
Issuance of ordinary shares, net4,395,638105,509——————105,509
Share-based award activity—10,479——————10,479
Net loss———————(55,951)(55,951)
Other comprehensive income— — —— — — 19,593 — 19,593
Balance at March 31, 2021611,355,226 $10,109,449 — $— 6,325,860 $(196,038)$511,975 $(1,306,789)$9,118,597 
Exercise of stock options1,581,5189,761——————9,761
Vesting of restricted stock units446,324————————
Shares returned to the Company for net share settlements(809,644)(17,245)——————(17,245)
Issuance of ordinary shares, net206,052,9335,780,933——————5,780,933
Share-based award activity—12,816——————12,816
Purchase of ordinary shares————(177,206,779)(5,052,165)(5,052,165)
Retirement of treasury shares(177,206,779)(5,052,165)——177,206,7795,052,165—
Issuance of preferred shares, net——14,375,0001,393,222————1,393,222
Net loss———————(131,567)(131,567)
Other comprehensive income— — —— — — 47,124 — 47,124
Balance at June 30, 2021641,419,578 $10,843,549 14,375,000 $1,393,222 6,325,860 $(196,038)$559,099 $(1,438,356)$11,161,476 
Exercise of stock options328,5312,415——————2,415
Vesting of restricted stock units114,962————————
Shares returned to the Company for net share settlements(177,481)279——————279
Issuance of ordinary shares, net—(688)——————(688)
Ordinary SharesPreferred SharesTreasury SharesAccumulated
Other
Comprehensive
Income (Loss)		Accumulated
Deficit		Total
Shareholders’
 Equity
SharesAmountSharesAmountSharesAmount
Balance at December 31, 2021683.1 $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 options0.2 0.4 —— — — — — 0.4 
Vesting of restricted stock units0.7 — —— — — — — — 
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, 2022679.0 $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 units1.3 — —— — — — — — 
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 loss— — —— — — (622.7)— (622.7)
Balance at June 30, 2022673.3 $11,700.9 14.4$1,392.6 0.5 $(15.6)$(519.2)$(1,518.0)$11,040.7 

Table of Contents
CLARIVATE PLC
Condensed Consolidated Statements of Changes in Equity (Unaudited)
(In thousands, except share data)millions)

Ordinary SharesPreferred SharesTreasury SharesAccumulated
Other
Comprehensive
Income (Loss)		Accumulated
Deficit		Total
Shareholders’
 Equity
SharesAmountSharesAmountSharesAmount
Repurchases of ordinary shares————(2,599,700)(65,215)——(65,215)
Retirement of treasury shares(2,599,700)(65,215)——2,599,70065,215———
Share-based award activity—13,649——————13,649
Issuance of preferred shares, net———(551)————(551)
Dividends to preferred stockholders664,73016,141—————(22,431)(6,290)
Net loss (As Restated)———————28,424 28,424 
Other comprehensive loss——————(241,091)—(241,091)
Balance at September 30, 2021 (As Restated)639,750,620$10,810,13014,375,000$1,392,6716,325,860$(196,038)$318,008$(1,432,363)$10,892,408
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CLARIVATE PLC
Consolidated Statements of Changes in Equity
(In thousands, except share data)

Ordinary SharesPreferred SharesTreasury SharesAccumulated
Other
Comprehensive
Income (Loss)		Accumulated
Deficit		Total
Shareholders’
 Equity		Ordinary SharesPreferred SharesTreasury SharesAccumulated
Other
Comprehensive
Income (Loss)		Accumulated
Deficit		Total
Shareholders’
 Equity
SharesAmountSharesAmountSharesAmountSharesAmountSharesAmount
Balance at December 31, 2019306,874,115 $2,144,372 —$— $— $(4,879)$(890,894)$1,248,599 
Adjustment to opening Accumulated deficit related to adoption of ASC Topic 326— — —— — — (9,319)(9,319)
Exercise of public warrants28,880,098 277,526 —— — — — 277,526 
Exercise of stock options3,715,455 1,182 —— — — — 1,182 
Vesting of restricted stock units169,842 — —— — — — — 
Shares returned to the Company for net share settlements(2,301,458)(10,302)—— — — — (10,302)
Issuance of ordinary shares, net27,600,000 539,714 —— — — — 539,714 
Share-based award activity— 16,384 —— — — — 16,384 
Net loss (As Restated)— — —— — — (129,633)(129,633)
Other comprehensive loss— — —— — (8,470)— (8,470)
Balance at March 31, 2020364,938,052 2,968,876 — — — (13,349)(1,029,846)1,925,681 
Exercise of stock options3,723,332 — —— — — — — 
Vesting of restricted stock units2,528 — —— — — — — 
Shares returned to the Company for net share settlements(2,311,293)(15,118)—— — — — (15,118)
Issuance of ordinary shares, net20,982,500 304,030 —— — — — 304,030 
Share-based award activity— 4,322 —— — — — 4,322 
Net loss (As Restated)— — —— — — (25,281)(25,281)
Other comprehensive loss— — —— — (2,280)— (2,280)
Balance at June 30, 2020 (As Restated)387,335,119 3,262,110 — — — (15,629)(1,055,127)2,191,354 
Balance at June 30, 2022Balance at June 30, 2022673.3 $11,700.9 14.4$1,392.6 0.5 $(15.6)$(519.2)$(1,518.0)$11,040.7 
Exercise of stock optionsExercise of stock options4,068,307 125 — — — — — 125 Exercise of stock options0.1 0.3 —— — — — — 0.3 
Vesting of restricted stock unitsVesting of restricted stock units2,459 — — — — — — — Vesting of restricted stock units0.5 — —— — — — — — 
Shares returned to the Company for net share settlementsShares returned to the Company for net share settlements(2,184,918)(3,136)— — — — — (3,136)Shares returned to the Company for net share settlements(0.2)(3.1)—— — — — — (3.1)
Share-based award activityShare-based award activity— 5,520 — — — — — 5,520 Share-based award activity— 20.3 —— — — — — 20.3 
Net loss (As Restated)— — — — — — (181,986)(181,986)
Other comprehensive income (loss)— — — — — 10,436 — 10,436 
Balance at September 30, 2020 (As Restated)389,220,967 $3,264,619 — $— $— $(5,193)$(1,237,113)$2,022,313 
Sale of treasury sharesSale of treasury shares0.1 — —— (0.1)4.3 — (3.0)1.3 
Dividends to preferred shareholdersDividends to preferred shareholders— — —— — — — (18.9)(18.9)
Net lossNet loss— — —— — — — (4,415.5)(4,415.5)
Other comprehensive lossOther comprehensive loss— — —— — — (550.5)— (550.5)
Balance at September 30, 2022Balance at September 30, 2022673.8 $11,718.4 14.4$1,392.6 0.4 $(11.3)$(1,069.7)$(5,955.4)$6,074.6 
The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.
















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

Ordinary SharesPreferred SharesTreasury SharesAccumulated
Other
Comprehensive
Income (Loss)		Accumulated
Deficit		Total
Shareholders’
 Equity
SharesAmountSharesAmountSharesAmount
Balance at December 31, 2020606.3 $9,989.2 —$— 6.3 $(196.0)$492.4 $(1,250.8)$9,034.8 
Exercise of Private Placement Warrants0.2 3.6 —— — — — — 3.6 
Exercise of stock options0.8 5.1 —— — — — — 5.1 
Shares returned to the Company for net share settlements(0.4)(4.5)—— — — — — (4.5)
Issuance of ordinary shares, net4.4 105.5 —— — — — — 105.5 
Share-based award activity— 10.5 —— — — — — 10.5 
Net loss— — —— — — — (56.0)(56.0)
Other comprehensive income— — —— — — 19.6 — 19.6 
Balance at March 31, 2021611.3 $10,109.4 — $— 6.3 $(196.0)$512.0 $(1,306.8)$9,118.6 
Exercise of stock options1.6 9.7 —— — — — — 9.7 
Vesting of restricted stock units0.5 — —— — — — — — 
Shares returned to the Company for net share settlements(0.8)(17.2)—— — — — — (17.2)
Issuance of ordinary shares, net206.0 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— — 14.41,393.2 — — — — 1,393.2 
Net loss— — —— — — — (131.5)(131.5)
Other comprehensive income— — —— — — 47.1 — 47.1 
Balance at June 30, 2021641.4$10,843.514.4$1,393.26.3$(196.0)$559.1$(1,438.3)$11,161.5
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CLARIVATE PLC
Condensed Consolidated Statements of Changes in Equity (Unaudited)
(In millions)

Ordinary SharesPreferred SharesTreasury SharesAccumulated
Other
Comprehensive
Income (Loss)		Accumulated
Deficit		Total
Shareholders’
 Equity
SharesAmountSharesAmountSharesAmount
Balance at June 30, 2021641.4 $10,843.5 14.4$1,393.2 6.3 $(196.0)$559.1 $(1,438.3)$11,161.5 
Exercise of stock options0.32.5———— ——2.5
Vesting of restricted stock units0.1————— ———
Shares returned to the Company for net share settlements(0.2)0.3———— ——0.3
Issuance of ordinary shares, net—(0.7)———— ——(0.7)
Share-based award activity—13.6——————13.6
Repurchases of ordinary shares————(2.6)(65.2)——(65.2)
Retirement of treasury shares(2.6)(65.2)——2.665.2 ——
Issuance of preferred shares, net———(0.5)—— ——(0.5)
Dividends to preferred shareholders0.716.1———— —(22.4)(6.3)
Net income—————— —28.4 28.4
Other comprehensive loss—————— (241.1)—(241.1)
Balance at September 30, 2021639.7$10,810.114.4$1,392.76.3$(196.0)$318.0$(1,432.3)$10,892.5
The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.
12
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CLARIVATE PLC
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands)millions)


Nine Months Ended September 30,Nine Months Ended September 30,
2021
(As Restated)		2020
(As Restated)		20222021
Cash Flows From Operating ActivitiesCash Flows From Operating ActivitiesCash Flows From Operating Activities
Net loss$(159,094)$(336,900)
Adjustments to reconcile net loss to net cash provided by operating activities:
Net income (loss)Net income (loss)$(4,283.6)$(159.1)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortizationDepreciation and amortization392,513 176,200 Depreciation and amortization521.7 392.6 
Bad debt expense6,832 1,830 
Deferred income tax benefit(11,076)(7,420)
Deferred income taxesDeferred income taxes(3.3)(11.1)
Share-based compensationShare-based compensation3,054 26,344 Share-based compensation66.5 3.1 
Restructuring and impairment50,979 4,880 
Restructuring and impairment, including GoodwillRestructuring and impairment, including Goodwill4,469.9 51.0 
Loss (gain) on foreign currency forward contractsLoss (gain) on foreign currency forward contracts4,026 (2,903)Loss (gain) on foreign currency forward contracts9.4 4.0 
Mark to market adjustment on contingent and phantom shares(25,085)30,839 
Mark to market adjustment on financial instruments(113,207)224,175 
Gain on disposal of business— (1,052)
Deferred finance charges9,050 3,140 
Mark to market adjustment on contingent sharesMark to market adjustment on contingent shares— (25.1)
Mark to market gain on financial instrumentsMark to market gain on financial instruments(202.7)(113.2)
Amortization of debt issuance costsAmortization of debt issuance costs11.4 9.1 
Other operating activitiesOther operating activities3,565 (3,902)Other operating activities(58.3)10.4 
Changes in operating assets and liabilities:Changes in operating assets and liabilities:Changes in operating assets and liabilities:
Accounts receivableAccounts receivable114,038 129,398 Accounts receivable76.9 114.0 
Prepaid expensesPrepaid expenses(887)(13,335)Prepaid expenses(29.4)(0.9)
Other assetsOther assets60,749 62,818 Other assets(57.5)60.7 
Accounts payableAccounts payable13,550 (8,394)Accounts payable(15.8)13.6 
Accrued expenses and other current liabilitiesAccrued expenses and other current liabilities90,439 (65,062)Accrued expenses and other current liabilities(54.0)90.4 
Deferred revenuesDeferred revenues(116,312)(93,926)Deferred revenues(68.2)(116.3)
Operating lease right of use assetsOperating lease right of use assets16,838 5,826 Operating lease right of use assets10.1 16.8 
Operating lease liabilitiesOperating lease liabilities(37,362)(6,611)Operating lease liabilities(15.3)(37.4)
Other liabilitiesOther liabilities2,905 2,077 Other liabilities(5.4)2.9 
Net cash provided by operating activitiesNet cash provided by operating activities305,515 128,022 Net cash provided by operating activities372.4 305.5 
Cash Flows From Investing ActivitiesCash Flows From Investing ActivitiesCash Flows From Investing Activities
Capital expendituresCapital expenditures(86,197)(78,597)Capital expenditures(156.5)(86.2)
Acquisitions, net of cash acquiredAcquisitions, net of cash acquired(14,314)(885,323)Acquisitions, net of cash acquired(9.3)(14.3)
Acquisition of intangible assets— (5,982)
Proceeds from sale of product line, net of restricted cash— 3,751 
Acquisition of cost method investmentAcquisition of cost method investment(5.0)— 
Net cash used in investing activitiesNet cash used in investing activities(100,511)(966,151)Net cash used in investing activities(170.8)(100.5)
Cash Flows From Financing ActivitiesCash Flows From Financing ActivitiesCash Flows From Financing Activities
Proceeds from issuance of debtProceeds from issuance of debt2,000,000 360,000 Proceeds from issuance of debt— 2,000.0 
Redemption of Notes not exchangedRedemption of Notes not exchanged(157,424)— Redemption of Notes not exchanged— (157.4)
Principal payments on term loanPrincipal payments on term loan(21,450)(9,450)Principal payments on term loan(21.5)(21.5)
Repayments of revolving credit facility— (65,000)
Payment of debt issuance costs(7,471)(5,267)
Contingent purchase price payment— (4,115)
Payment of debt issuance costs and discountsPayment of debt issuance costs and discounts(2.1)(7.5)
Proceeds from issuance of preferred sharesProceeds from issuance of preferred shares1,392,671 — Proceeds from issuance of preferred shares— 1,392.7 
Proceeds from issuance of ordinary sharesProceeds from issuance of ordinary shares— 728.1 
Proceeds from issuance of treasury sharesProceeds from issuance of treasury shares2.2 — 
Repurchases of ordinary sharesRepurchases of ordinary shares(175.0)(65.2)
Cash dividends on preferred sharesCash dividends on preferred shares(56.6)— 
Proceeds from stock options exercisedProceeds from stock options exercised0.8 17.3 
Payments related to finance leasePayments related to finance lease(1.5)— 
Payments related to tax withholding for stock-based compensationPayments related to tax withholding for stock-based compensation(13.8)(21.5)
Net cash (used in) provided by financing activitiesNet cash (used in) provided by financing activities(267.5)3,865.0 
Effects of exchange ratesEffects of exchange rates(64.5)(4.9)
Proceeds from issuance of ordinary shares728,080 843,752 
Repurchases of ordinary shares(65,215)— 
Cash dividends on preferred shares(1)
Proceeds from warrant exercises— 277,526 
Proceeds from stock options exercised17,250 1,307 
Payments related to tax withholding for stock-based compensation(21,455)(28,674)
Net cash provided by financing activities3,864,985 1,370,079 
Net (decrease) increase in cash and cash equivalents(1)
Net (decrease) increase in cash and cash equivalents(1)
$17.7 $2,222.2 
Net (decrease) increase in restricted cashNet (decrease) increase in restricted cash(148.1)1,842.9 
1213
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CLARIVATE PLC
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands)millions)

Nine Months Ended September 30,Nine Months Ended September 30,
2021
(As Restated)		2020
(As Restated)		20222021
Effects of exchange rates(4,860)(6,447)
Net increase in cash and cash equivalents, and restricted cash4,065,129 525,503 
Net (decrease) increase in cash and cash equivalents, and restricted cashNet (decrease) increase in cash and cash equivalents, and restricted cash(130.4)4,065.1 
Beginning of period:Beginning of period:Beginning of period:
Cash and cash equivalentsCash and cash equivalents$257,730 $76,130 Cash and cash equivalents$430.9 $257.7 
Restricted cashRestricted cash14,678 9 Restricted cash156.7 14.7 
Total cash and cash equivalents, and restricted cash, beginning of periodTotal cash and cash equivalents, and restricted cash, beginning of period272,408 76,139 Total cash and cash equivalents, and restricted cash, beginning of period587.6 272.4 
Cash and cash equivalents, and restricted cash, end of period4,337,537 601,642 
End of period:End of period:End of period:
Cash and cash equivalents2,479,880 601,075 
Cash and cash equivalents(1)
Cash and cash equivalents(1)
448.6 2,479.9 
Restricted cashRestricted cash1,857,657 567 Restricted cash8.6 1,857.6 
Total cash and cash equivalents, and restricted cash, end of periodTotal cash and cash equivalents, and restricted cash, end of period$4,337,537 $601,642 Total cash and cash equivalents, and restricted cash, end of period$457.2 $4,337.5 
Supplemental Cash Flow Information:Supplemental Cash Flow Information:Supplemental Cash Flow Information:
Cash paid for interestCash paid for interest$97,401 $61,796 Cash paid for interest$152.2 $97.4 
Cash paid for income taxCash paid for income tax$22,387 $20,147 Cash paid for income tax$44.2 $22.4 
Capital expenditures included in accounts payableCapital expenditures included in accounts payable$6,612 $922 Capital expenditures included in accounts payable$4.8 $6.6 
Non-Cash Financing Activities:Non-Cash Financing Activities:Non-Cash Financing Activities:
Shares issued to Capri Acquisition Topco LimitedShares issued to Capri Acquisition Topco Limited$5,052,165 $— Shares issued to Capri Acquisition Topco Limited— 5,052.2 
Issuance of preferred shares, net(5,117,380)— 
Retirement of treasury sharesRetirement of treasury shares(175.0)(5,117.4)
Shares issued as contingent stock consideration associated with the DRG acquisitionShares issued as contingent stock consideration associated with the DRG acquisition61,619 — Shares issued as contingent stock consideration associated with the DRG acquisition— 61.6 
Shares issued as contingent stock consideration associated with the CPA Global acquisitionShares issued as contingent stock consideration associated with the CPA Global acquisition43,890 — 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 SharesShares issued as dividends on our 5.25% Series A Mandatory Convertible Preferred Shares16,141 — 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 SharesDividends accrued on our 5.25% Series A Mandatory Convertible Preferred Shares6,289 — Dividends accrued on our 5.25% Series A Mandatory Convertible Preferred Shares6.2 6.3 
Treasury shares sold by TrustTreasury shares sold by Trust4.3 — 
Total Non-Cash Financing ActivitiesTotal Non-Cash Financing Activities$62,724 $— Total Non-Cash Financing Activities$(164.5)$62.7 
(1) Includes $2.6 of cash and cash equivalents that was reclassified to current assets held for sale in the Condensed Consolidated Balance Sheet as of September 30, 2022 (see Note 5 - Assets Held for Sale and Divested Operations for additional information)
(1) Includes $2.6 of cash and cash equivalents that was reclassified to current assets held for sale in the Condensed Consolidated Balance Sheet as of September 30, 2022 (see Note 5 - Assets Held for Sale and Divested Operations for additional information)
The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.
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Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In thousands,millions, except share and per share data, 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. We were initially registered on January 7, 2019, and at our 2020 annual general meeting, our shareholders approved a change of our corporate name from “Clarivate Analytics Plc” to “Clarivate Plc”. PursuantIslands, 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 was formed for the purposes of completing the 2019 Transaction and related transitions and carrying on the business of Jersey and its subsidiaries.
. The Company is a providerglobal leader in providing solutions to accelerate the pace of proprietaryinnovation. Our bold mission is to help our customers solve some of the world’s most complex problems by providing actionable information and comprehensive content, analytics, professional servicesinsights that reduce the time from new ideas to life-changing inventions in the areas of Academia & Government, Life Sciences & Healthcare, Professional Services and workflow solutions that enable users across governmentConsumer Goods, Manufacturing & Technology.
During the third quarter of 2022, the Company realigned its segment structure based on the products we offer and academic institutions, life science companiesthe markets they serve. Our three reportable segments are as follows: Academia & Government ("A&G"), Life Sciences and research and development (“R&D”Healthcare ("LS&H") intensive corporations to discover, protect and commercialize their innovations. Clarivate has two reportable segments: Science, and Intellectual Property ("IP"). Our segment structure is organized to address customer needs by product line. Our Science segment consists of our Academic and Life Sciences Product Lines. Both provide curated, high-value, structured information that is delivered and embedded into the workflows of our customers, which include research intensive corporations, life science organizations and universities world-wide. Our IP segment consists of our Patent, Trademark, Domain and IP Management Product Lines. These Product Lines help manage customer's end-to-end portfolios of intellectual property from patents to trademarks to corporate website domains. See Note 218 - Other Intangible Assets, net and Goodwill and Note 18 - Segment Information for additional information onwith respect to the Company's reportable segments.
In January 2019, we entered into an Agreement and Plan of Merger (as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated February 26, 2019, and Amendment No. 2 to the Agreement and Plan of Merger, dated March 29, 2019, collectively, the “Merger Agreement”) by and among Churchill, Jersey, CCC Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Clarivate (“Delaware Merger Sub”), Camelot Merger Sub (Jersey) Limited, a private limited company organized under the laws of Jersey, Channel Islands and wholly owned subsidiary of Clarivate (“Jersey Merger Sub”), and the Company, which, among other things, provided for (i) Jersey Merger Sub to be merged with and into Jersey with Jersey being the surviving company in the merger (the “Jersey Merger”) and (ii) Delaware Merger Sub to be merged with and into Churchill with Churchill being the surviving corporation in the merger (the “Delaware Merger”), and together with the Jersey Merger, the “Mergers”.
On May 13, 2019, the 2019 Transaction was consummated, and Clarivate became the sole managing member of Jersey, operating and controlling all of the business and affairs of Jersey, through Jersey and its subsidiaries. Following the consummation of the 2019 Transaction on May 13, 2019, the Company’s ordinary shares and warrants began trading on the New York Stock Exchange. All of the Company’s public warrants have subsequently been redeemed. See Note 16 - Shareholders’ Equity for further information regarding the redemption of the Company’s public warrants.
The 2019 Transaction was accounted for as a reverse recapitalization in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). Under this method of accounting, Churchill was treated as the "acquired" company for financial reporting purposes. This determination was primarily based on post 2019 Transaction relative voting rights, composition of the governing board, size of the two entities pre-merger, and intent of the 2019 Transaction. Accordingly, for accounting purposes, the 2019 Transaction was treated as the equivalent of the Company issuing stock for the net assets of Churchill. The net assets of Churchill were stated at historical cost, with no goodwill or other intangible assets resulting from the 2019 Transaction. Reported amounts from operations included herein prior to the 2019 Transaction are those of Jersey.
In February 2020, the Company consummated a public offering of 27,600,000 ordinary shares at $20.25 per share. In June 2020, the Company consummated a public offering of 50,400,000 of our ordinary shares at a share price of $22.50 per share. Of the 50,400,000 ordinary shares, 14,000,000 were ordinary shares offered by Clarivate and 36,400,000 were ordinary shares offered by selling shareholders. The Company received approximately $304,030 in net proceeds from the sale of its ordinary shares, after deducting underwriting discounts and estimated offering expenses payable. We used the net proceeds, in conjunction with the new $1,600,000 incremental term loan facility available to Clarivate on October 1, 2020, and cash on the balance sheet to fund the repayment of CPA Global's parent company outstanding debt of $2,055,822. The Company did not receive any proceeds from the sale of ordinary shares by the selling shareholders. Additionally, in connection with the acquisition of CPA Global, on October 1, 2020, the Company issued 210,357,918 shares to Redtop Holdings Limited, a portfolio company of Leonard Green & Partners, L.P. representing approximately 35% ownership of Clarivate.

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Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In thousands, except share and per share data, option prices, ratios or as noted)
In June 2020, we completed an underwritten public offering of 50,400,000 of our ordinary shares (including 2,400,000 ordinary shares pursuant to the underwriters' option to purchase up to an additional 7,200,000 ordinary shares from certain selling shareholders) at a share price of $22.50. Of the 50,400,000 ordinary shares, 14,000,000 ordinary shares were offered by Clarivate and 36,400,000 ordinary shares were offered by selling shareholders, including 20,821,765 ordinary shares from Onex, 8,097,354 ordinary shares from Baring and 7,480,881 ordinary shares from Directors, Executive Officers and other shareholders. The underwriters' option to purchase the remaining 4,800,000 ordinary shares from certain selling shareholders expired on July 3, 2020.

The Company received approximately $304,030 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, in conjunction with the new $1,600,000 incremental term loan facility available to Clarivate on October 1, 2020, to fund the repayment of CPA Global parent company's outstanding debt. The Company did not receive any proceeds from the secondary ordinary shares sold by the selling shareholders.
In June 2021, we completed an underwritten public offering of 44,230,768 of our ordinary shares at a share price of $26.00, of which 28,846,154 ordinary shares were issued and sold by Clarivate and 15,384,614 were sold by selling shareholders (which included 5,769,230 ordinary shares that the underwriters purchased pursuant to their option to purchase additional shares). The ordinary shares sold by selling shareholders included 10,562,882 ordinary shares from Onex, 4,107,787 ordinary shares from Baring and 713,945 ordinary shares from Directors, Executive Officers and other shareholders. The Company received approximately $728,080 in net proceeds from the sale of ordinary shares offered by the Company, after deducting underwriting discounts and estimated offering expenses payable. The Company did not receive any proceeds from the secondary ordinary shares sold by the selling shareholders. We intend to use the net proceeds received to finance a portion of the purchase price for the ProQuest acquisition, which we announced on May 17, 2021. If the ProQuest acquisition is not consummated, we intend to use the net proceeds received for general corporate purposes.

In June 2021, concurrently with the June 2021 Ordinary Share Offering, we completed an underwritten public offering of 14,375,000 of our 5.25% Series A Mandatory Convertible Preferred Shares ("MCPS") which included 1,875,000 of our mandatory convertible preferred shares that the underwriters purchased pursuant to their option to purchase additional shares. The Company received approximately $1,392,671 in net proceeds from the mandatory convertible preferred share offering, after deducting underwriting discounts and estimated offering expenses payable. We intend to use the net proceeds received to finance a portion of the purchase price for the ProQuest acquisition, which we announced on May 17, 2021. If the ProQuest acquisition is not consummated, we intend to use the net proceeds received for general corporate purposes.

In September 2021, certain selling shareholders completed an underwritten public offering of 25,000,000 of our ordinary shares at a share price of $25.25, The ordinary shares sold by selling shareholders included 18,000,000 ordinary shares from Onex and 7,000,000 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 the offering, Onex and Baring owned approximately 6.7% and 2.6%, respectively, of the Company's ordinary shares.

segment structure.
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. In view of the rapidly changing business environment, market volatilityThis has had, and heightened degree of uncertainty resulting from COVID-19, we are currently unable to fully determine its future impact on our business. However, wemay continue to assess the potential effect on our financial position, results of operations, and cash flows. If the global pandemic continues to evolve into a prolonged crisis, the effects could 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. Modifications include less employee travel as well as a virtual shift related to work location, and sales and marketing events. Given the Company'suncertainty 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 conditionmarkets, the short and cash flows.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 were prepared in conformity with U.S. GAAP. The Condensed Consolidated Financial Statements do not include all of the information or notes necessary for a complete presentation in accordance with U.S. GAAP. Accordingly, these Condensed Consolidated Financial StatementsCompany have been prepared on substantially the same basis as our annual consolidated financial statements and should be read in conjunction with the Company’s annual financial statements as of andour Annual Report on Form 10-K for the year ended December 31, 2020. The results of operations for the three and nine months ended September 30, 2021 and 2020 are2021. Results from interim periods should not necessarilybe considered indicative of the operating results for the full year.
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Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In thousands, except share and per share data, option prices, ratios or as noted)

As noted in the Explanatory Note, the Company has filed this Form 10-Q/A to amend our Quarterly Report on Form 10-Q for the period ended September 30, 2021, originally filed with the SEC on October 28, 2021 (the “Original Form 10-Q"), to restate our Condensed Consolidated Financial Statements and related footnote disclosures as of and for the three and nine months ended September 30, 2021.

On December 22, 2021, the Company concluded that the financial statements previously issued as of and for the year ended December 31, 2020, and the quarterly periods ended March 31, 2021, June 30, 2021, and September 30, 2021, should no longer be relied upon because of an error in such financial statements, as is addressed in FASB ASC Topic 250.

The error relates to the treatment under U.S. GAAP relating to an equity plan and a related trust included in the CPA Global business combination which was consummated on October 1, 2020 (“CPA Global Transaction”). In the affected financial statements, certain awards made by CPA Global under their equity plan were incorrectly included as part of the acquisition accounting for the CPA Global Transaction.

The Company concluded that expenses should have been recognized as share-based compensation charges over the vesting period from October 1, 2020 to October 1, 2021 with only a portion of the liability recorded as part of acquisition accounting.

See Note 27 - Restatement of Previously Issued Financial Statements, in Item 1, Financial Statements (Unaudited), for additional information related to the restatement of the Condensed Consolidated Financial Statements as of and for the three and nine months ended September 30, 2021.

In the opinion of management, the quarterly financial data includesthese Condensed Consolidated Financial Statements reflect all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of thefinancial position, results of operations, and cash flows for the quarterly periods presented. presented, and such adjustments are of a normal, recurring nature.
The Condensed Consolidated Financial Statements of the Company include the accounts of all of its subsidiaries. Subsidiaries are entities over which the Company has control, where control is defined as the power to govern financial and operating policies. Generally, the Company has a shareholding of more than 50% of the voting rights in its subsidiaries. The effect of potential voting rights that are currently exercisable is considered when assessing whether control exists. Subsidiaries are fully consolidated from the date control is transferred to the Company, and are de-consolidated from the date control ceases. Intercompany accounts and transactions have been eliminated in consolidation.
The Employee Benefit Trust ("EBT") associated with the CPA Global Equity Plan was consolidated on October 1, 2020. The EBT held Clarivate shares that were recorded as treasury shares as they were legally issued but not outstanding. The EBT also holds cash that is classified as restricted cash on the Condensed Consolidated Balance Sheet.
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Notes to the fourth quarter of 2020,Condensed Consolidated Financial Statements (Unaudited)
(In millions, except option prices, ratios or as noted)
In the current year, the Company realignedhas changed its reporting structurepresentation of dollar amounts from thousands to millions and, changed the manner in which performance is assessed. The two operating segments created include the Science Group and the Intellectual Property Group. Certain reclassifications of prior year's dataas a result, any necessary rounding adjustments have been made to conform to the current year's presentation of reportable segment information asprior year disclosed in Note 21 - Segment Information and financial statement line items within the Condensed Consolidated Statements of Operations.amounts.

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 Amendment No. 2 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2020,2021, which was filed with the SEC on February 3,March 10, 2022.
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. The adoption of this standard had an impact of $10,097 on the beginning Accumulated deficit balance in the Condensed Consolidated Balance Sheets as of January 1, 2020. In April 2019 and November 2019, the FASB issued ASU 2019-05 and ASU 2019-11, respectively, effective for the same period as ASU
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Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In thousands, except share and per share data, option prices, ratios or as noted)
2016-03. These updates offered options to entities intended to bring transition relief and offered clarification on the previously issued standard, respectively. The Company's accounting for credit losses did not change as a result of these two updates.
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 Condensed Consolidated Financial Statements.
In August 2018, the FASB issued guidance, ASU 2018-15, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by the amendments in this update. The Company prospectively adopted the standard on January 1, 2020. The adoption of this standard did not have a material impact on the Company’s Condensed Consolidated Financial Statements. All future capitalized implementation costs incurred related to these hosting arrangements will be recorded as a prepaid asset and as a charge to operating expenses over the expected life of the contract.
In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, which provides targeted improvements or clarification and correction to the ASU 2016-01 Financial Instruments Overall, ASU 2016-13 Financial Instruments Credit Losses, and ASU 2017-12 Derivatives and Hedging, accounting standards updates that were previously issued. The guidance is effective upon adoption of the related standards. The Company prospectively adopted the standard on January 1, 2020. This standard did not have a material impact on the Company’s Condensed Consolidated Financial Statements.
In November 2019, the FASB issued ASU 2019-10, Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842), which provides improvements or clarification and correction to the ASU 2016-02 Leases, ASU 2016-13 Financial Instruments Credit Losses, and ASU 2017-12 Derivatives and Hedging, accounting standards updates. The guidance is effective upon adoption of the three ASUs, all of which the Company had already adopted. This standard did not have a material impact on the Company’s Condensed 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 Condensed 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.
Recently Issued Accounting Standards
In June 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity as a result 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 will adoptadopted ASU 2020-06 effective January 1, 2022 prospectively, and it is expected that the adoption willdid not have a material impact to the Company'son our Condensed Consolidated Financial Statements.

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Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In thousands, except share and per share data, option prices, ratios or as noted)
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 will adoptadopted ASU 2021-04 effective January 1, 2022, and it is expected that the adoption willdid not have a material impact to the Company'son our Condensed Consolidated Financial Statements.

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 will adoptadopted the ASU 2021-05 effectiveat 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 stillpermitted. The Company is currently evaluating the impact tothat the Company’sstandard will have on our Condensed Consolidated Financial Statements.

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 September 30, 2021,2022, that have, or are expected to have, a material impact on the Company'sour Condensed Consolidated Financial Statements.

Note 4: Business Combinations
Acquisition of Decision Resources GroupProQuest
On February 28, 2020,December 1, 2021, we acquired 100% of the assets, liabilitiesProQuest, a leading global software, data and equity interests of Decision Resourcesanalytics provider to academic, research and national institutions, and its subsidiaries from Cambridge Information Group ("DRG"(“CIG”), a premier provider of high-value data, analyticsAtairos and insights products and services tocertain other equity holders (collectively, the healthcare industry, from Piramal Enterprises Limited ("PEL"“Seller Group”), which is a part of global business conglomerate Piramal Group. The acquisition helps us expand our core businesses and provides us with the potential to grow in the Life Sciences Product Line.
. The aggregate consideration paid in connection with the closing of the DRGProQuest acquisition was $964,997, comprised$5,002.3, net of $900,000 of base$52.5 cash plus $6,100 of adjusted closing cash paid on the closing date and 2,895,638 of the Company's ordinary shares issued to PEL on March 5, 2021.acquired. The contingent stockaggregate consideration was valued at $58,897 on the closing date and was revalued at each period end until the issuance date. For the nine months ended September 30, 2021, the fair valuecomposed of the contingent stock consideration decreased by $24,410, which was recorded to selling, general and administrative costs in the Condensed Consolidated Statements of Operations. The corresponding liability was $86,029 as of December 31, 2020 and recorded to Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets. As the liability settled on March 5, 2021 with the Company issuing 2,895,638 ordinary shares valued at $61,619, there was no liability captured within the September 30, 2021 Condensed Consolidated Balance Sheet. See Note 22 - Commitments and Contingencies for more information. 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 three and nine months ended September 30, 2021, total transaction costs incurred in connection with the acquisition of DRG were $0 and a net gain of $24,410, respectively. Total transaction costs during the three and nine months ended September 30, 2020 were $25,237 and $50,702, respectively.

The amount of Revenues, net and Net loss resulting(i) $1,094.9 from the acquisition that are attributable to the Company's stockholders and included in the Condensed Consolidated Statements of Operations and Comprehensive Loss were as follows:

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Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In thousands,millions, except share and per share data, option prices, ratios or as noted)
Three Months Ended September 30,
20212020
Revenues, net (1)
$51,626 $49,499 
Net income (loss) attributable to the Company's stockholders$7,868 $(454)
(1) Includes $2,017 of a deferred revenue adjustment recognized during the three months ended September 30, 2020.
Nine Months Ended September 30,
20212020
Revenues, net (1)
$150,911 $113,206 
Net income (loss) attributable to the Company's stockholders$18,275 $(9,971)
(1) Includes $6,822 of a deferred revenue adjustment recognized during the nine months ended September 30, 2020. The nine months ended September 30, 2020 includes seven months of revenue as the business was acquired in February of 2020.
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 price5,054.8 
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 nine months ended September 30, 2022, total transaction costs incurred in connection with the acquisition of ProQuest were $3.3 and $12.6, respectively. Total transaction costs during the three and nine months ended September 30, 2021 were $13.1 and $25.2, respectively. The ProQuest acquisition is reported as part of the A&G Segment, see Note 8 - Other Intangible Assets, net and Goodwill and Note 18 - Segment Information for additional information.
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. The following table summarizes the preliminary purchase price allocation for this acquisition:
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Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In thousands,millions, except share and per share data, option prices, ratios or as noted)
The following table summarizes the final purchase price allocation for this acquisition:
Original Purchase Price AllocationMeasurement Period AdjustmentsUpdated Purchase Price Allocation
Accounts receivable$113.5 $1.2 $114.7 
Prepaid expenses22.3 0.9 23.2 
Other current assets23.7 — 23.7 
Property and equipment, net62.3 2.9 65.2 
Other intangible assets(1)
3,534.7 (1.0)3,533.7 
Other non-current assets18.0 — 18.0 
Deferred income taxes3.5 — 3.5 
Operating lease right-of-use assets28.4 — 28.4 
Total assets$3,806.4 $4.0 $3,810.4 
Accounts payable17.1 — 17.1 
Accrued expenses and other current liabilities136.8 (3.6)133.2 
Current portion of long-term debt1.1 — 1.1 
Current portion of deferred revenue335.2 — 335.2 
Current portion of operating lease liabilities8.0 — 8.0 
Long-term debt33.4 — 33.4 
Deferred income taxes58.6 0.3 58.9 
Non-current portion of deferred revenue6.8 — 6.8 
Other non-current liabilities89.2 2.1 91.3 
Operating lease liabilities23.1 — 23.1 
Total liabilities709.3 (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 liabilities3,097.1 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.
Total
Accounts receivable$52,193 
Prepaid expenses4,295 
Other current assets68,001 
Property and equipment, net4,136 
Other intangible assets(1)
491,366 
Other non-current assets2,960 
Operating lease right-of-use assets25,099 
Total assets$648,050 
Accounts payable3,474 
Accrued expenses and other current liabilities88,561 
Current portion of deferred revenue35,126 
Current portion of operating lease liabilities5,188 
Deferred income taxes(3)
49,403 
Non-current portion of deferred revenue936 
Operating lease liabilities20,341 
Total liabilities203,029 
Fair value of acquired identifiable assets and liabilities$445,021 
Purchase price, net of cash(2)
944,220 
Less: Fair value of acquired identifiable assets and liabilities445,021 
Goodwill$499,199 
(1)Includes $3,966 of internally developed software in progress acquired.
(2) The Company acquired cash of $20,777.
(3) The Company corrected an understatement of deferred tax liabilities of $1,936 with an offset to goodwill relating to the DRG acquisition opening balance sheet in February 28, 2020. See Note 2 - Basis of Presentation for further details.
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’sProQuest's identifiable intangible assets acquired and their remaining amortization period (in years):
Fair Value as of February 28, 2020Remaining
Range of Years
Customer relationships$381,000 10-21
Database and content50,200 2-7
Trade names5,200 4-7
Purchased software23,000 3-8
Backlog28,000 4
Total identifiable intangible assets$487,400 
Fair Value as of December 1, 2021Remaining
Range of Years
Customer relationships$2,773.0 17-23
Technology & databases709.3 5-17
Trade names45.7 2-10
Total identifiable intangible assets$3,528.0 
During the year ended December 31, 2020, there were additional purchase accounting adjustments of $1,804. These adjustments were related to fixed assets, deferred revenue and legal accrual with a corresponding net decrease to goodwill.
Unaudited pro forma information for the Company for the relevant periods presented as if the acquisition had occurred January 1, 20192020 is as follows:

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Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In thousands,millions, except share and per share data, option prices, ratios or as noted)
Three Months Ended September 30,
20212020
Pro forma revenues, net$442,117 $286,377 
Pro forma net income (loss) attributable to the Company's stockholders(1)
$28,424 $(180,333)
  (1) The Pro forma net loss attributable to the Company's stockholders for the three months ended September 30, 2021 and 2020 has been restated. See Note 27 - Restatement of Previously Issued Financial Statements and Note 25 - Restatement of Prior Period Financial Statements for more information, respectively.
Three Months Ended September 30,
2021
Pro forma revenues, net$663.4 
Pro forma net income attributable to the Company's shareholders56.3 
Nine Months Ended September 30,
2021
Pro forma revenues, net$1,992.6 
Pro forma net loss attributable to the Company's shareholders(159.5)
Nine Months Ended September 30,
20212020
Pro forma revenues, net$1,316,192 $828,489 
Pro forma net loss attributable to the Company's stockholders(1)
$(159,094)$(322,268)
  (1) The Pro forma net loss attributable to the Company's stockholders for the nine months ended September 30, 2020 has been restated. See Note 27 - Restatement of Previously Issued Financial Statements and Note 25 - Restatement of Prior Period Financial Statements for more information, respectively.

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 condensed consolidated financial statements of the Company and from the historical accounting records of DRG.ProQuest.
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, 2019,2020, 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 DRGProQuest debt and the additional Company borrowings in conjunction with the acquisition, and (iii) acquisition-related transaction costs and other one-time non-recurring costs which reduced expensesincurred by $161 and $26,348 for the three and nine months ended September 30, 2020.

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 $8,540,886, net of $102,675 cash acquired and including an equity holdback consideration of $46,485. The aggregate consideration was composed of (i) $6,565,477 from the issuance of up to 218,183,778 ordinary shares to Redtop Holdings Limited, a portfolio company of Leonard Green & Partners, L.P., representing approximately 35% pro forma fully diluted ownership of Clarivate and (ii) approximately $2,078,084 in cash to fund the repayment of CPA Global's parent company outstanding debt of $2,055,822 and related interest swap termination fee of $22,262. Of the 218,306,663 ordinary shares issuable in the acquisition, Of the 218,306,663 ordinary shares issuable in the acquisition, Clarivate issued 210,357,918 ordinary shares as of October 1, 2020. There were 6,325,860 shares that were issued to Leonard Green & Partners, L.P. that were returned to Clarivate to fund an Employee Benefit Trust established for the CPA Global Phantom Equity Plan. Accordingly, these shares were excluded from purchase price consideration.
Issuance of 210,357,918 shares$6,565,477 
Cash paid for repayment of CPA Global's parent company debt and related interest rate swap termination charge2,078,084 
Total purchase price8,643,561 
Cash acquired(102,675)
Total purchase price, net of cash acquired$8,540,886 
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Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In thousands, except share and per share data, option prices, ratios or as noted)
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. Goodwill is not deductible for tax purposes. During the three and nine months ended September 30, 2021, total transaction costs incurred in connection with the acquisition of CPA Global were $1,958 and $4,212, respectively. Total transaction costs during the three and nine months ended September 30, 2020 were $8,521.
The amount of Revenues, net and Net loss resulting from the acquisition that are attributable to the Company's stockholders and included in the Condensed Consolidated Statements of Operations and Comprehensive Loss were as follows:
Three Months Ended September 30, 2021
Revenues, net (1)
$155,869 
Net income attributable to the Company's stockholders (2)
$23,469 
(1) Includes $50 of a deferred revenue haircut recognized during the three months ended September 30, 2021.
(2) The Net income attributable to the Company's stockholders for the three months ended September 30, 2021 has been restated. See Note 27 - Restatement of Previously Issued Financial Statements for more information.
Nine Months Ended September 30, 2021
Revenues, net (1)
$465,073 
Net loss attributable to the Company's stockholders (2)
$(70,870)
(1) Includes $4,399 of a deferred revenue adjustment recognized during the nine months ended September 30, 2021.
(2) The Net loss attributable to the Company's stockholders for the nine months ended September 30, 2021 has been restated. See Note 27 - Restatement of Previously Issued Financial Statements for more information.
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Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In thousands, except share and per share data, 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$380,259 
Prepaid expenses27,437 
Other current assets38,784 
Property and equipment, net13,290 
Other intangible assets4,920,317 
Deferred income taxes21,027 
Other non-current assets8,403 
Operating lease right-of-use assets30,649 
Total assets$5,440,166 
Accounts payable53,791 
Accrued expenses and other current liabilities279,677 
Current portion of deferred revenue181,365 
Current portion of operating lease liabilities7,738 
Non-current portion of deferred revenue16,771 
Deferred income taxes(2)
291,869 
Other non-current liabilities24,307 
Operating lease liabilities23,615 
Total liabilities879,133 
Fair value of acquired identifiable assets and liabilities$4,561,033 
Purchase price, net of cash(1)
$8,540,886 
Less: Fair value of acquired identifiable assets and liabilities4,561,033 
Goodwill$3,979,853 
(1) The Company acquired cash of $102,675, including $3,400 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)Separate from the CPA Global Equity Plan restatement in Amendment No 2, the Company corrected the understatement of deferred tax liabilities of $3,328 with an offset to goodwill relating to the CPA Global acquisition opening balance sheet on October 1, 2020. See Note 27 - Restatement of Previously Issued Financial Statements for further details.
During the nine months ended September 30, 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 September 30, 2021:

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Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In thousands, except share and per share data, option prices, ratios or as noted)
Total
Accounts receivable(1)
$7,135 
Prepaid expenses(158)
Other current assets370 
Property and equipment, net1,002 
Other non-current assets1,123 
Deferred income taxes(3)
1,717 
Total assets$11,189 
Accounts payable290 
Accrued expenses and other current liabilities(2)
44,488 
Current portion of deferred revenue989 
Non-current portion of deferred revenue(15)
Deferred income taxes(3)
(13,405)
Total liabilities$32,347 
Fair value of acquired identifiable assets and liabilities$(21,158)
Purchase price, net of cash$(665)
Less: Fair value of acquired identifiable assets and liabilities(21,158)
Goodwill$20,493 
(1) The $7,135 account receivable measurement period adjustment is due to a change in the fair value of CPA Global's accounts receivable, with there being a $9,306 increase in the valuation increase offset by a $2,171 decrease.
(2)The Company recorded measurement period adjustments of $44,488 increasing accrued expenses and other current liabilities, of which, $61,000 relates to adjustments to CPA Global's accrual for claims existing prior to the date of acquisition, offset by a $16,512 reduction to CPA Global's other accruals. See Note 22 - Commitments and Contingencies for further information.
(3) The $15,122 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, 2020Remaining
Range of Years
Customer relationships$4,643,306 17-23
Technology266,224 6-14
Trademarks10,787 2-17
Total identifiable intangible assets$4,920,317 
Acquisition of Beijing IncoPat
On October 26, 2020, the Company acquired 100% of the equity voting interest in Beijing IncoPat Technology Co., Ltd. (“IncoPat”). IncoPat is a leading patent information service provider in China via cash on hand. IncoPat is complementary to Clarivate’s intellectual property portfolio. The Company paid $52,133 in cash to acquire IncoPat. As of September 30, 2021 and December 31, 2020, $6,313 of the consideration is held in escrow and will be paid in a future period. Until this balance is paid it will be held in restricted cash with the offsetting liability within accrued expenses and other current liabilities. The excess of the purchase price over the net tangible and intangible assets is recorded to Goodwill and primarily reflects the
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Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In thousands, except share and per share data, option prices, ratios or as noted)
assembled workforce and expected synergies. Goodwill is not deductible for tax purposes. The total transaction costs were immaterial during the three and nine months ended September 30, 2021 and did not have an impact on September 30, 2020 results. IncoPat contributed revenues of $2,470 and $6,801 for the three and nine months ended September 30, 2021, respectively and a net income (loss) of $126 and $(853) for the three and nine months ended September 30, 2021, respectively, and did not have an impact on September 30, 2020 results.
The purchase price allocation for the IncoPat acquisition as of the close date of October 26, 2020 is preliminary and may change upon completion of the determination of the fair value of assets acquired and liabilities assumed. The following table summarizes the preliminary purchase price allocation for the acquisition:
Total
Accounts receivable$1,107 
Prepaid expenses168 
Other current assets100 
Property and equipment, net354 
Other intangible assets21,957 
Other non-current assets283 
Total assets$23,969 
Accounts payable73 
Accrued expenses and other current liabilities843 
Current portion of deferred revenue6,445 
Deferred income taxes4,802 
Other non-current liabilities283 
Total liabilities$12,446 
Fair value of acquired identifiable assets and liabilities$11,523 
Purchase price, net of cash(1)
52,133 
Less: Fair value of acquired identifiable assets and liabilities11,523 
Goodwill$40,610 
(1) The Company acquired cash of $844.
During the nine months ended September 30, 2021, the Company recorded measurement period adjustments related to the valuation of accounts receivables and deferred revenue with a corresponding net increase to goodwill in the amount of $136.

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 Beijing IncoPat’s identifiable intangible assets acquired and their remaining weighted-average amortization period (in years):
Fair Value as of October 26, 2020Remaining
Amortization
Period (in years)
Customer relationships$19,989 11
Existing technology1,892 6
Trade names76 2
Total identifiable intangible assets$21,957 
Acquisition of Hanlim IPS Co., LTC
On November 23, 2020, the Company acquired 100% of the equity voting interest in Hanlim IPS Co., LTC ("Hanlim IPS"). Hanlim IPS is a patent research and consulting services provider in South Korea. The acquisition's purpose is to accelerate
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Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In thousands, except share and per share data, option prices, ratios or as noted)
innovation in South Korea by offering a more comprehensive range of IP information and insights solutions. The Company paid $9,254 in cash to acquire Hanlim IPS. 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. Goodwill is not deductible for tax purposes. The total transaction costs were immaterial during the three and nine months ended September 30, 2021, and did not have an impact on September 30, 2020 results. Hanlim IPS contributed revenue of $417 and $1,393 for the three and nine months ended September 30, 2021, respectively, and net income of $35 and $596 for the three and nine months ended September 30, 2021, respectively, and did not have an impact on September 30, 2020 results.
The purchase price allocation for the Hanlim IPS acquisition as of the close date of November 23, 2020 is preliminary and may change upon completion of the determination of the fair value of assets acquired and liabilities assumed. The following table summarizes the preliminary purchase price allocation for this acquisition:
Total
Accounts receivable$44 
Prepaid expenses7 
Other current assets844 
Property and equipment, net75 
Other intangible assets8,805 
Other non-current assets94 
Total assets$9,869 
Accounts payable27 
Accrued expenses and other current liabilities1,512 
Deferred income taxes1,937 
Total liabilities3,476 
Fair value of acquired identifiable assets and liabilities$6,393 
Purchase price, net of cash(1)
9,254 
Less: Fair value of acquired identifiable assets and liabilities6,393 
Goodwill$2,861 
(1) The Company acquired cash of $2,191.
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 Hanlim’s identifiable intangible assets acquired and their remaining amortization period (in years):
Fair Value as of November 23, 2020Remaining
Range of Years
Customer relationships$7,832 11-13
Trade name15 2
Non-compete agreements958 5
Total identifiable intangible assets$8,805 

Acquisition of Bioinfogate

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Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In thousands, except share and per share data, option prices, ratios or as noted)
On August 3, 2021, we acquired 100% of the assets, liabilities and equity interests of Bioinfogate, a leading provider of analytics solutions in life sciences via cash on hand for $16,918, inclusive of a $1,941 holdback and will be paid on the first anniversary of the closing date subject to customary provisions of the sale and purchase agreement. As of September 30, 2021, the holdback is recorded in accrued expenses and other liabilities line item with the Condensed Consolidated Balance Sheet. Bioinfogate is complementary to Clarivate's science portfolio. 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. Goodwill is 0t deductible for tax purposes. The total transaction costs were immaterial during the three and nine months ended September 30, 2021 and did not have an impact on September 30, 2020 results. Bioinfogate contributed revenue of $533 and $533 for the three and nine months ended September 30, 2021, respectively, and net income of $221 and $221 for the three and nine months ended September 30, 2021, respectively, and did not have an impact on September 30, 2020 results.

The purchase price allocation for the Bioinfogate acquisition as of the close date of August 3, 2021 is preliminary and may change upon completion of the determination of the fair value of assets acquired and liabilities assumed. The following table summarizes the preliminary purchase price allocation for this acquisition:
Total
Accounts receivable$366 
Prepaid expenses3 
Other current assets102 
Property and equipment, net21 
Other intangible assets6,280 
Other non-current assets6 
Deferred income taxes184 
Total assets$6,962 
Accounts payable12 
Accrued expenses and other current liabilities82 
Current portion of deferred revenues1,247 
Total liabilities1,341 
Fair value of acquired identifiable assets and liabilities$5,621 
Purchase price, net of cash(1)
$16,918 
Less: Fair value of acquired identifiable assets and liabilities5,621 
Goodwill$11,297 
(1) The Company acquired cash of $2,069.
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 Bioinfogate's identifiable intangible assets acquired and their remaining amortization period (in years):
Fair Value as of August 3, 2021Remaining
Range of Years
Customer relationships$5,224 10
Technology1,020 6
Trade name36 2
Total identifiable intangible assets$6,280 

described above.

Note 5: Assets Held for Sale and Divested Operations
During the third quarter of 2022, the Company entered into an agreement to sell the MarkMonitor domain management business within the IP segment to Newfold Digital, a leading web presence solutions provider, for net cash proceeds of approximately $302.5. The divestiture enables improved focus on our core IP business and empowers product development and innovation teams to build upon our market-leading IP intelligence, IP lifecycle management and IP services solutions. The transaction does not represent a strategic shift, nor is it expected to have a major effect on the Company’s operations or financial results. Therefore, as of September 30, 2022, the divestiture meets the held-for-sale criteria but does not qualify for discontinued operations accounting treatment.

The transaction closed on October 31, 2022. In anticipation of the sale, as of September 30, 2022, current assets of $21.8 and long-term assets of $56.5 were reclassified to current assets held for sale, while current liabilities of $47.7 and long-term liabilities of $10.6 were reclassified to current liabilities held for sale. The carrying amount of major classes of assets and liabilities that are included in the net assets held for sale as of September 30, 2022 consist of the following:



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Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In thousands,millions, except share and per share data, option prices, ratios or as noted)
On November 6, 2020, the Company completed the sale
As of certain assets and liabilities of the Techstreet business to The International Society of Interdisciplinary Engineers LLC for a total purchase price of $42,832, of which $4,300 will be held in escrow and paid to the Company in a future period. As a result of the sale, the Company recorded a net gain on sale of $28,140, inclusive of incurred transaction costs of $115 in connection with the divestiture during the fourth quarter of 2020. 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 $10,179 and Goodwill in the amount of $9,129. The Company used the proceeds for general business purposes.

On November 3, 2019, the Company entered into an agreement with OpSec Security for the sale of certain assets and liabilities of its MarkMonitor Product Line within its IP Group. The divestiture closed on January 1, 2020 for a total purchase price of $3,751. An impairment charge of $18,431 was recognized in the Consolidated Statements of Operations during the year ended December 31, 2019, to write down the Assets and Liabilities of the disposal group to fair value. Of the total impairment charge, $17,967 related to the write down of intangible assets and $468 to the write down of goodwill. There was an immaterial loss on the divestiture recorded to Other operating income (expense), net during the nine months ended September 30, 2020. The Company used the proceeds for general business purposes.
The divestitures of Techstreet and certain assets and liabilities of MarkMonitor 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.
2022
Assets:
Current assets:
Cash and cash equivalents$2.6 
Accounts receivable, net12.5 
Prepaid expenses4.3 
Other current assets2.4 
Total current assets21.8 
Other intangible assets, net10.6 
Goodwill42.8 
Other non-current assets0.8 
Deferred income taxes2.3 
Total Assets held for sale$78.3 
Liabilities:
Current liabilities:
Accounts payable$0.3 
Accrued expenses and other current liabilities2.7 
Current portion of deferred revenues44.7 
Total current liabilities47.7 
Non-current portion of deferred revenues10.3 
Deferred income taxes0.3 
Total Liabilities held for sale$58.3 

Note 6: Accounts Receivable
Our accounts receivable balance consists of the following as of September 30, 2021 and December 31, 2020:
September 30,December 31,
20212020
Accounts receivable$619,397 $746,478 
Less: Accounts receivable allowance(8,642)(8,745)
Accounts receivable, net$610,755 $737,733 
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 nine months ended September 30, 2021 and year ended December 31, 2020, respectively:
September 30,December 31,
20212020
Balance at beginning of year$8,745 $16,511 
Additional provisions6,532 4,339 
Write-offs(6,405)(22,205)
Opening balance sheet adjustment related to ASU 2016 -13 adoption— 10,097 
Exchange differences(230)3 
Balance at the end of year$8,642 $8,745 
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 $6,405 and $22,205 for the nine months ended September 30, 2021 and year ended December 31, 2020, respectively.
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Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In thousands, except share and per share data, option prices, ratios or as noted)
We continue to monitor any impacts from the COVID-19 pandemic on our customers and various counterparties. During the nine months ended September 30, 2021 and year ended December 31, 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 7: Leases

The Company has multiple agreements to sublease operating lease right of use assets and recognized $1,518 $0.7 and $397$0.8 of sublease income for the three months ended September 30, 2021,2022 and 2020,2021, respectively, and $2,288 $2.2 and $1,106$2.3 of sublease income for the nine months ended September 30, 2021,2022 and 2020,2021, respectively, within Selling, general and administrative costs in the Condensed Consolidated Statements of Operations.

The Company evaluates long-lived assets for indicatorsOn December 1, 2021, Clarivate closed its acquisition of impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company considers a triggering event to have occurred upon exiting a facility if the expected undiscounted cash flows for the sublease period are less than the carrying valueProQuest. As part of the assets group. An impairment charge is recorded inacquisition, the excess of each operating lease right-of-use asset's carrying amount over its estimated fair value. Company assumed a finance lease. Refer to Note 7 - 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 during the nine months ended September 30, 2021. As a result, the Company recorded a non-cash impairment charge to restructuring and impairment within the Condensed Consolidated Statement of Operations based on the estimate of future recoverable cash flows of $757 and $110 for the three months ended September 30, 2021, and 2020, respectively, and $50,979 and $4,880 for the nine months ended September 30, 2021, and 2020, respectively. As part of the impairment charge, the carrying value of the Operating lease right of use asset was reduced by $50,979, which are non-cash charges. Additionally, the Company incurred $166 and $745 in lease termination fees during the three months ended September 30, 2021, and 2020, respectively, and $3,270 and $882 during the nine months ended September 30, 2021, and 2020, respectively.sites. See Note 2421 - Restructuring and Impairment for further information.

Note 8:7: Property and Equipment, Net
Property and equipment, net consisted of the following:
September 30,December 31,
20212020
Computer hardware$43,438 $38,253 
Leasehold improvements12,013 21,614 
Furniture, fixtures and equipment16,240 13,201 
Total property and equipment, gross71,69173,068
Accumulated depreciation(43,743)(36,801)
Total property and equipment, net$27,948 $36,267 
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Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In millions, except option prices, ratios or as noted)
September 30,December 31,
20222021
Computer hardware$44.6 $45.5 
Leasehold improvements15.6 11.6 
Furniture, fixtures and equipment38.8 34.7 
Capital office leases - finance lease asset7.2 30.5 
Other1.9 2.3 
Total property and equipment, gross108.1124.6
Accumulated depreciation(51.2)(40.8)
Total property and equipment, net$56.9 $83.8 
Depreciation amounted to $2,657$8.6 and $2,918$2.6 for the three months ended September 30, 2021,2022 and 2020,2021, respectively, and $9,243$29.0 and $8,151$9.2 for the nine months ended September 30, 2021,2022 and 2020,2021, respectively. There were $257 and $5,491 ofno impairments related to leasehold improvements during the three and nine months ended September 30, 2021.2022, compared to $0.3 and $5.5 for the three and nine months ended September 30, 2021, respectively. As a part of ProQuest Acquisition Integration Program, the Company has abandoned a portion of the Capital office lease facility during the three months ended September 30, 2022. As a result, the Company recorded a non-cash impairment charge to Restructuring and impairment within the Condensed Consolidated Statement of Operations of $13.8 for the three and nine months ended September 30, 2022 and the carrying value of the capital office leases - finance lease asset was reduced by the same amount.

Note 9:8: 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:
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September 30, 2022December 31, 2021
GrossAccumulated AmortizationNetGrossAccumulated AmortizationNet
Finite-lived intangible assets
Customer relationships$7,481.8 $(700.9)$6,780.9 $8,279.1 $(514.8)$7,764.3 
Databases and content2,636.0 (724.5)1,911.5 2,577.1 (591.0)1,986.1 
Computer software725.3 (378.7)346.6 733.1 (320.1)413.0 
Trade names59.9 (17.3)42.6 62.1 (10.5)51.6 
Backlog28.7 (18.3)10.4 29.1 (13.0)16.1 
Finite-lived intangible assets10,931.7 (1,839.7)9,092.0 11,680.5 (1,449.4)10,231.1 
Indefinite-lived intangible assets
Trade names156.9 — 156.9 161.3 — 161.3 
Total intangible assets$11,088.6 $(1,839.7)$9,248.9 $11,841.8 $(1,449.4)$10,392.4 
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CLARIVATE PLC
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In thousands, except share and per share data, option prices, ratios or as noted)
September 30, 2021December 31, 2020
GrossAccumulated AmortizationNetGrossAccumulated AmortizationNet
Finite-lived intangible assets
Customer relationships$5,501,710 $(443,814)$5,057,896 $5,598,175 $(261,350)$5,336,825 
Databases and content1,853,364 (555,447)1,297,917 1,848,041 (464,683)1,383,358 
Computer software714,904 (298,333)416,571 658,976 (209,611)449,365 
Trade names14,742 (5,190)9,552 18,606 (2,360)16,246 
Backlog29,100 (9,894)19,206 29,216 (5,905)23,311 
Finite-lived intangible assets8,113,820 (1,312,678)6,801,142 8,153,014 (943,909)7,209,105 
Indefinite-lived intangible assets
Trade names162,939 — 162,939 161,245 — 161,245 
Total intangible assets$8,276,759 $(1,312,678)$6,964,081 $8,314,259 $(943,909)$7,370,350 
Amortization amounted to $128,026$161.1 and $65,696$128.1 for the three months ended September 30, 2021,2022 and 2020,2021, respectively, and $383,270$492.7 and $168,049$383.4 for the nine months ended September 30, 2022 and 2021, and 2020, respectively.
In June 2020, the Company acquired the assets of CustomersFirst Now for a purchase price of $6,446, which was accounted for as an asset acquisition. As a result, the Company's identifiable intangible assets increased by $6,446, which consisted of $5,446 of databases and content and $1,000 of computer software. At the time of acquisition, the databases and process methodology and the computer software had a remaining weighted average amortization period of 5.0 years and 3.0 years, respectively, resulting in a total remaining weighted average amortization period of 4.7 years.
0
0Goodwill
Goodwill
The change in the carrying amount of goodwill is shown below:
Science SegmentIntellectual Property Segment
(As Restated)		Consolidated Total
(As Restated)
Balance as of December 31, 2019$909,937 $418,108 $1,328,045 
Acquisition499,199 4,002,695 4,501,894 
Divestiture— (9,129)(9,129)
Impact of foreign currency fluctuations and other607 221,547 222,154 
Balance as of December 31, 2020$1,409,743 $4,633,221 $6,042,964 
Acquisition(1)
11,297 20,629 31,926 
Impact of foreign currency fluctuations and other1,015 (76,583)(75,568)
Balance as of September 30, 2021$1,422,055 $4,577,267 $5,999,322 
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(1)
Balance represents $20,493 in purchase accounting adjustments associatedTable of Contents
CLARIVATE PLC
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In millions, except option prices, ratios or as noted)
A&G
Segment		LS&H
Segment		IP
Segment		Consolidated Total
Balance as of December 31, 2021(1)
$2,862.6 $1,177.3 $3,865.0 $7,904.9 
Acquisition measurement period adjustments2.9 3.1 — 6.0 
Transferred to Assets held for sale(2)
— — (42.8)(42.8)
Goodwill impairment(3)
(1,745.8)— (2,662.1)(4,407.9)
Impact of foreign currency fluctuations(4)
(21.7)(4.6)(629.5)(655.8)
Balance as of September 30, 2022$1,098.0 $1,175.8 $530.6 $2,804.4 
(1) The prior year amounts have been revised for a reclassification of allocated goodwill between reporting units. Refer to Note 18 - Segment Information for additional information.
(2) Relates to the MarkMonitor domain management business divestiture classified as held-for-sale as of September 30, 2022. Refer to Note 5 - Assets Held for Sale and Divested Operations for additional information.
(3) Accumulated goodwill impairment as of September 30, 2022 and December 31, 2021 was $4,407.9 and $0.0, respectively. The total goodwill impairment charge reflected in the Condensed Consolidated Statements of Operations was $4,448.6 for the three and nine months ended September 30, 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 September 30, 2022 compared to December 31, 2021. Approximately half of the Company's Goodwill and Other intangible assets are denominated in GBP.
In connection with the CPA Global acquisitionpreparation of these Condensed Consolidated Financial Statements for the three months ended September 30, 2022, the Company identified the following possible impairment indicators: (i) worsening market considerations and $136macroeconomic conditions such as increasing inflationary pressures and rising interest rates and (ii) sustained declines in purchase accounting adjustments associatedthe Company's share price during the three months ended September 30, 2022. This coincided with the IncoPat acquisition. 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 (see Note 18 - Segment Information). As of a result of these third quarter events, the Company performed a quantitative interim goodwill impairment assessment over the Company's reporting units. The goodwill impairment assessment included an analysis on the Company's reporting units immediately before and immediately after the change.
The Company estimated the fair value of each reporting unit using the income approach, and more specifically, the discounted cash flow model ("DCF"). The significant assumptions used in the DCF model included projected revenue growth rates and operating margins, tax rates, terminal values, and discount rates, among others, all of which require significant judgments by management. The inputs utilized in the analysis are classified as Level 3 inputs within the fair value hierarchy.
Based on the quantitative analysis performed in connection with the Company's preparation of these Condensed 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 estimated fair value of each of the remaining reporting units exceeded their carrying values. Refer to Note 418 - Business CombinationsSegment Information for additional disclosures.information related to the Company's realignment of our reportable segments during the third quarter of 2022.

Note 10:9: Derivative Instruments
Effective March 31, 2017, theThe Company entered intohad interest rate swap arrangements with counterparties to reduce its exposure to variability in cash flows relating to interest payments on $300,000 of its outstanding Term Loan arrangements. Additionally, effective February 28, 2018,In August 2022, the Company entered into anothertwo interest rate swap arrangements relating to interest payments on $50,000a total of $779.8 of its outstanding Term Loan arrangements. These hedging instrumentsarrangements, 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 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, 2021.2021 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.
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CLARIVATE PLC
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In thousands,millions, except share and per share data, option prices, ratios or as noted)
In April 2019, the Company also entered into two interest rate swap arrangements with counterparties to reduce its exposure to variability in cash flows relating to interest payments on $50,000a total of $100.0 of its term loans,Term Loan arrangements, effective March 31, 2021 and April 30, 2021. Additionally, in May 2019, the Company entered into additional interest rate swap arrangements with counterparties to reduce its exposure to variability in cash flows relating to interest payments on $100,000 of its term loan, effective March 2021.2021, respectively. Both of these derivatives have notional amounts that amortize downward, and both have a maturity date of September 2023. The Company will applyapplies hedge accounting by designating the interest rate swaps as a hedge inon 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 the fair value are recorded in Accumulatedaccumulated other comprehensive income(loss)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 Otherother current assets or Accruedaccrued expenses and other current liabilities and Otherother non-current assets or liabilities in the Condensed Consolidated Balance Sheets, according to the duration of related cash flows. The total fair value of the interest rate swaps was a liabilityan asset of $2,651$52.9 and $2.0 as of September 30, 20212022 and a liability of $5,159 as of December 31, 2020.
In March 2020, the Company amended all of its interest rate derivatives to reduce the 1% LIBOR floor to a 0% LIBOR floor. For the current derivatives, all other terms and conditions remain unchanged. The Company collected $1,737 in the year ended December 31, 2020, for the amendments of these derivatives. For the two forward starting swaps, an adjustment was made to reduce the weighted average fixed rate from 2.183% at December 31, 2019 to 1.695% at the amendment date.
The Company had a period of ineffectiveness related to the cash flow hedges in the three months ended March 31, 2020. The ineffectiveness was due to a drop in LIBOR rates below the LIBOR floor defined per the credit facilities, which were amended on March 31, 2020, resulting in a highly effective hedge. As a result of the ineffectiveness, the Company recognized a loss of $0 and $978 for the three and nine months ended September 30, 2020, respectively, which was recorded to Interest expense, net on the Consolidated Statements of Operations. As of September 30, 2021, there was no hedge ineffectiveness associated with the Company’s interest rate swaps.
In March 2021, the Company entered into interest rate swap arrangements with counterparties to reduce its exposure to variability in cash flows relating to interest payments on $350,000 of its term loans and replaced the interest rate swaps that matured during March 2021. These interest rate swap arrangements are effective March 31, 2021 and have a maturity date of March 31, 2024.
The following table summarizes the changes in AOCI (net of tax) related to cash flow hedges for the three and nine months ended September 30, 2021:respectively.
AOCI Balance at December 31, 2020$(3,756)
Derivative gains recognized in Other comprehensive loss192 
Amount reclassified out of Other comprehensive loss to Net loss1,148 
AOCI Balance at March 31, 2021$(2,416)
Derivative losses recognized in Other comprehensive loss(403)
Amount reclassified out of Other comprehensive loss to Net loss614 
AOCI Balance at June 30, 2021$(2,205)
Derivative losses recognized in Other comprehensive loss(299)
Amount reclassified out of Other comprehensive loss to Net loss632 
AOCI Balance at September 30, 2021$(1,872)

The following table summarizes the changes in AOCI (net of tax) related to cash flow hedges for the three and nine months ended September 30, 2020:
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CLARIVATE PLC
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In thousands, except share and per share data, option prices, ratios or as noted)
AOCI Balance at December 31, 2019$(2,778)
Derivative losses recognized in Other comprehensive loss(3,160)
Amount reclassified out of Other comprehensive loss to Net loss270 
AOCI Balance at March 31, 2020$(5,668)
Derivative losses recognized in Other comprehensive loss(1,109)
Amount reclassified out of Other comprehensive loss to Net loss855 
AOCI Balance at June 30, 2020$(5,922)
Derivative losses recognized in Other comprehensive loss(66)
Amount reclassified out of Other comprehensive loss to Net loss1,158 
AOCI Balance at September 30, 2020$(4,830)

Foreign Currency Forward Contracts

The Company periodically enters into foreign currency contracts. The purpose of these derivative instruments iscontracts to help manage the Company’s exposure to foreign exchange rate risks within the acquired CPA Global business.risks. These contracts generally do not exceed 180 days in duration. The Company recognized a loss from the mark to market adjustment of $(5,811)$(3.7) and $0,$(5.8) for the three months ended September 30, 2021,2022 and 2020,2021, respectively, and $(4,026)$(9.4) and $0$(4.0) for the nine months ended September 30, 2021,2022 and 2020,2021, respectively, in Other operating income, netOperating (Income) Expense, Net on the Condensed Consolidated Statements of Operations. The nominalprincipal amount of outstanding foreign currency contracts was $224,382$171.8 and $354,751$216.7 as of September 30, 2021,2022 and December 31, 2020,2021, respectively.

The Company accounts for these forward contracts at fair value and recognizes the associated realized and unrealized gains and losses in Other operating (expense) income,(income) expense, net in the Condensed Consolidated Statements of Operations, as theOperations. The contracts are not designated as accounting hedges under the applicable sections of ASC Topic 815.815, Derivatives and Hedging. The total fair value of the forward contracts represented an asset balance of $15$0.0 and $8,574$2.2 and a liability balance of $4,626$7.8 and $106$0.7 as of September 30, 2021,2022 and December 31, 2020,2021, respectively, which was classified within Other current assets and Accrued expenses and other current liabilities, respectively, on the Condensed Consolidated Balance Sheets. The Company recognized (loss) gains from the mark to market adjustment of $(5,811) and $2,903 for the three months ended September 30, 2021 and 2020, respectively, and $(4,026) and $2,903 for the nine months ended September 30, 2021 and 2020, respectively, in Other operating (expense) income, net on the Condensed Consolidated Statements of Operations.    

See Note 1110 - Fair Value Measurements for additional information onrelated to the fair value of derivative instruments.

Note 11:10: Fair Value Measurements
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:
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Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In thousands, except share and per share data, option prices, ratios or as noted)
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 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 10 - 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 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 $5,404,344 and $3,574,282 at September 30, 2021 and December 31, 2020, respectively. The fair value is considered Level 2 under the fair value hierarchy.
Private Placement Warrants - The Company has determined that the Private Placement Warrants are subject to accounting treatment as a liability. 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 17 - Employment and Compensation Arrangements, and a Black-Scholes option valuation model thereafter. Accordingly, the warrants issued are classified as Level 3 financial instruments. The assumptions in the models include, but are not limited to, risk-free interest rate, expected volatility of the Company’s and the peer group’s stock prices, dividend yield, and a discount for lack of marketability (“DLOM”) was applied to shares that are subject to remaining post vesting lock up restrictions.
Assets and Liabilities Recorded at Fair Value on a Recurring Basis
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.
Earn-Outs - In accordance with ASC 805, we estimated the fair value of the earn-outs using a Monte Carlo simulation. The amount of the earn-outs approximates fair value due to the short term nature of their remaining payments as of September 30, 2021 and December 31, 2020. This fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in ASC 820. As of December 31, 2020, the Company paid the remaining earn-out liabilities related to Publons and TrademarkVision. These acquisitions occurred in 2017 and 2018, respectively. The amounts payable were contingent upon the achievement of certain company specific milestones and performance metrics including number of cumulative users, cumulative reviews and annual revenue over a 1-year and 3-
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CLARIVATE PLC
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In thousands, except share and per share data, option prices, ratios or as noted)
year period. Changes in the earn-out are recorded to Selling, general and administrative costs in the Consolidated Statements of Operations.
As part of the DRG acquisition, the Company maintained a contingent stock liability based on observable market data relating to the DRG acquisition that occurred on February 28, 2020. Changes in the contingent stock liability were recorded to Selling, general and administrative costs in the Consolidated Statements of Operations. The contingent stock liability was recorded in Accrued expenses and other current liabilities and is classified as Level 2 in the fair value hierarchy. The liability was settled by the issuance of ordinary shares on March 5, 2021. This fair value measurement is based on observable market data and other indirect observable market inputs and thus represents a Level 2 measurement as defined in ASC 820.
As part of the CPA Global acquisition, the Company maintained a contingent stock liability based on observable market data relating to the CPA Global acquisition that occurred on October 1, 2020. Changes in the contingent stock liability were recorded to Selling, general and administrative costs in the Consolidated Statements of Operations. The contingent stock liability was recorded in Accrued expenses and other current liabilities and is classified as Level 2 in the fair value hierarchy. The liability was settled by the issuance of ordinary shares on January 21, 2021. This fair value measurement is based on observable market data and other indirect observable market inputs and thus represents a Level 2 measurement as defined in ASC 820.
For the three and nine months ended September 30, 2021, there was no earn-out liability related to Publons and TrademarkVision (see Note 22 - Commitments and Contingencies for further details). The following table presents the changes in the Level 3 earn-out for the three and nine months ended September 30, 2020:
Balance at December 31, 2019$11,100 
Payment of earn-out liability(1)
(8,000)
Revaluations included in earnings380 
Balance at March 31, 2020$3,480 
Payment of earn-out liability— 
Revaluations included in earnings130 
Balance at June 30, 2020$3,610 
Payment of earn-out liability— 
Revaluations included in earnings91 
Balance at September 30, 2020$3,701 
(1) See Note 22 - Commitments and Contingencies for further details.
As of September 30, 2021, no earn-outs are outstanding.
Employee Phantom Share Plan - As of September 30, 2021 and December 31, 2020, the Company maintains an employee phantom share plan receivable asset and liability, a portion of which was recorded in connection with the acquisition of CPA Global's opening balance sheet. Upon the acquisition, the phantom shares converted into the Company's ordinary shares and the funds were held in an employee benefit trust to be passed to the Company for payment to the respective employees via Clarivate payroll. The associated asset and liability balances are based on observable market data relating to the CPA Global acquisition that occurred on October 1, 2020. Changes in the receivable asset and liability are recorded to Cost of revenues and Selling, general and administrative costs in the Consolidated Statements of Operations. The current and non-current portions of the liability are recorded in Accrued expenses and other current liabilities and Other non-current liabilities, respectively. The current and non-current portions of the receivable asset is recorded in Other current assets and Other non-current assets, respectively. The balances are classified as Level 2 in the fair value hierarchy. This fair value measurement is based on observable market data and other indirect observable market inputs and thus represents a Level 2 measurement as defined in ASC 820.
Private Placement Warrants - The following table summarizes the changes in Private Placement Warrant liability for the three and nine months ended September 30, 2021 and 2020:
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Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In thousands, except share and per share data, option prices, ratios or as noted)
Balance at December 31, 2020$312,751 
Mark to market adjustment on financial instruments(51,215)
Exercise of Private Placement Warrants(3,592)
Balance at March 31, 2021$257,944 
Mark to market adjustment on financial instruments21,021 
Exercise of Private Warrants— 
Balance at June 30, 2021$278,965 
Mark to market adjustment on financial instruments(83,013)
Exercise of Private Warrants— 
Balance at September 30, 2021$195,952 
Balance at December 31, 2019$111,813 
Mark to market adjustment on financial instruments55,632 
Exercise of Private Placement Warrants— 
Balance at March 31, 2020$167,445 
Mark to market adjustment on financial instruments23,790 
Exercise of Private Warrants— 
Balance at June 30, 2020$191,235 
Mark to market adjustment on financial instruments144,753 
Exercise of Private Warrants— 
Balance at September 30, 2020$335,988 

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 September 30, 20212022 and December 31, 2020:2021:
September 30, 2021
Level 1Level 2
(As Restated)		Level 3Total Fair Value
(As Restated)
Assets
Forward contracts asset$— $15 $— $15 
— 15 — 15 
Liabilities
Warrant liability— — 195,952 195,952 
Employee phantom share liability - current— 129,716 — 129,716 
Employee phantom share liability - non-current— 5,705 — 5,705 
Forward contracts liability— 4,626 — 4,626 
Interest rate swap liability— 2,651 — 2,651 
Total$— $142,698 $195,952 $338,650 
September 30, 2022
Level 2Level 3Total
Fair Value
Assets
Interest rate swap asset - current$2.5 $— $2.5 
Interest rate swap asset - non-current50.4 — 50.4 
Total$52.9 $— $52.9 
Liabilities
Warrant liability$— $25.1 $25.1 
CPA Global Equity Plan liability - current7.9 — 7.9 
Forward currency contracts liability - current7.8 — 7.8 
Total$15.7 $25.1 $40.8 
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CLARIVATE PLC
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In thousands,millions, except share and per share data, option prices, ratios or as noted)
December 31, 2020
Level 1Level 2
(As Restated)		Level 3Total Fair Value
(As Restated)
Assets
Forward contracts asset$— $8,574 $— $8,574 
— 8,574 — 8,574 
Liabilities
Warrant liability— — 312,751 312,751 
Employee phantom share liability - current— 57,752 — 57,752 
Employee phantom share liability - non-current— 393 — 393 
Forward contracts liability— 106 — 106 
Interest rate swap liability— 5,159 — 5,159 
Contingent stock liability— 130,594 — 130,594 
Total$— $194,004 $312,751 $506,755 
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.
December 31, 2021
Level 2Level 3Total Fair Value
Assets
Forward currency contracts asset - current$2.2 $— $2.2 
Interest rate swap asset - non-current2.0 — 2.0 
Total$4.2 $— $4.2 
Liabilities
Warrant liability$— $227.8 $227.8 
CPA Global Equity Plan liability - current152.4 — 152.4 
Forward currency contracts liability - current0.7 — 0.7 
Total$153.1 $227.8 $380.9 
Finite-lived Intangible AssetsPrivate Placement Warrants — If a triggering event occurs,- The following table summarizes the Company determineschanges in 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 ownerPrivate Placement Warrants liability 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 pricethree 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
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Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In thousands, except share and per share data, option prices, ratios or as noted)
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. For the nine months ended September 30, 2021, an impairment charge was recorded where the carrying value of the operating lease right of use asset was reduced by $50,979, which are non-cash charges. Additionally, the Company incurred $1662022 and $745 in lease termination fees during the three months ended September 30, 2021 and 2020, respectively, and $3,270 and $882 during the nine months ended September 30, 2021 and 2020, respectively. Fair value assumptions including sublease probabilities and the present value factor were used in the impairment calculation.2021:

Note 12: Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities, consisted of the following as of September 30, 2021 and December 31, 2020:

September 30, 2021
(As Restated)		December 31, 2020
(As Restated)
Employee phantom share plan liability (1)
$129,716 $57,752 
Contingent stock liability (2)
— 130,594 
Employee related accruals (3)
81,177 98,481 
Accrued professional fees (4)
50,403 67,628 
Accrued legal liability (5)
79,346 — 
Tax related accruals (6)
31,277 45,119 
Other accrued expenses and other current liabilities (7)
187,774 170,108 
Total accrued expenses and other current liabilities$559,693 $569,682 

(1)See Note 4 - Business Combinations, Note 11 - Fair Value Measurements, Note 17 - Employment and Compensation Arrangements, and Note 27 - Restatement of Previously Issued Financial Statements for further information with respect to the employee phantom share plan liabilities.
(2)Represents contingent stock consideration associated with the CPA Global and DRG acquisitions. See Note 4 - Business Combinations and Note 22 - Commitments and Contingencies for further information.
(3)Employee related accruals include accrued payroll, bonus and employee commissions.
(4)Professional and outside service-related fees include accrued legal fees, audit fees, outside services, technology, and contractor fees.
(5)Comprised of accrued estimated legal costs of $10,346 and probable claim reserves of $69,000. See Note 22 - Commitments and Contingenciesfor further information with respect to the probable claim reserves.
(6)Tax related accruals include value-added tax payable and other current taxes payable.
(7)Includes current liabilities due to customers, royalty accruals, interest payable, and a collection of miscellaneous other current liabilities.

Note 13: Pension and Other Post‑Retirement Benefits
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 Placement Warrants— 
Balance at June 30, 2022$78.4 
Mark to market gain on financial instruments(53.3)
Exercise of Private Placement Warrants— 
Balance at September 30, 2022$25.1 
Balance at December 31, 2020$
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 instruments21.0 
Exercise of Private Placement Warrants— 
Balance at June 30, 2021$279.0 
Mark to market gain on financial instruments(83.0)
Exercise of Private Placement Warrants— 
Balance at September 30, 2021$
0
0
0The components of net periodic benefit cost changes in plan assets and benefit obligations recognized as follows:196.0 
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CLARIVATE PLC
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In thousands, except share and per share data, option prices, ratios or as noted)
Three Months Ended September 30,
20212020
Service cost$368 $226 
Interest cost82 79 
Expected return on plan assets(52)(40)
Amortization of actuarial gains(4)(19)
Net periodic benefit cost$394 $246 
Nine Months Ended September 30,
20212020
Service cost$1,104 $661 
Interest cost246 235 
Expected return on plan assets(156)(118)
Amortization of actuarial gains(12)(57)
Net periodic benefit cost$1,182 $721 

Interest cost and expected return on plan assets are recorded in Interest expense, net on the accompanying Interim Condensed Consolidated Statements of Operations.
There were no transfers of assets or liabilities between levels during the three and nine months ended September 30, 2022 and 2021.
0
Non-Financial Assets Valued on a Non-Recurring Basis
0
0
Note 14: Debt
Right of Use Asset — The following isCompany recorded a summarynon-cash impairment charge to reduce the carrying value of operating lease right of use assets by $2.3 and $0.8 for the Company’s debt:
September 30, 2021December 31, 2020
TypeMaturityEffective
Interest
Rate		Carrying
Value		Effective
Interest
Rate		Carrying
Value
Senior Notes (2029)20294.875 %$921,399 — %$— 
Senior Secured Notes (2028)20283.875 %921,177 — %— 
Senior Secured Notes (2026)20264.500 %700,000 4.500 %700,000 
Term Loan Facility (2026)20263.598 %2,825,950 3.626 %2,847,400 
Revolving Credit Facility2024— %— — %— 
Total debt outstanding5,368,526 3,547,400 
Debt issuance costs(50,528)(51,309)
Term Loan Facility, discount(8,793)(9,591)
Short-term debt, including current portion of long-term debt(1,865,627)(28,600)
Long-term debt, net of current portion and debt issuance costs$3,443,578 $3,457,900 
Term Loan Facility (2026)
In connection with the DRG acquisition, the Company incurred an incremental $360,000 of borrowings under our term loan facilitythree months ended September 30, 2022 and used the net proceeds from such borrowings to fund a portion of the DRG acquisition2021, respectively, and to pay related fees$8.5 and expenses.
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CLARIVATE PLC
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In thousands,millions, except share and per share data, option prices, ratios or as noted)
In addition,$51.0 for the Company secured the backstop of a $950,000 fully committed bridge facility in connection with the DRG acquisition. However, the Company obtained all required financing with proceeds from the additional term loan borrowingsnine months ended September 30, 2022 and through a primary equity offering in February 2020. As such, the bridge facility remained undrawn through its expiration on closing of the acquisition.
On October 1, 2020, in connection with the CPA Global acquisition,2021, respectively. Additionally, the Company incurred an incremental $1,600,000 of borrowings under our term loan facility$0.0 and used$0.2 in lease termination fees for the net proceeds from such borrowings to fundthree months ended September 30, 2022 and 2021, respectively, and $0.4 and $3.3 during the repayment of CPA Global's parent company outstanding debt of $2,055,822. Previously, the Company had secured the backstop of a $1,500,000 fully committed bridge facility. However, the Company obtained all required financing with proceeds from the additional term loan borrowingsnine months ended September 30, 2022 and 2021, respectively. Fair value assumptions including sublease probabilities and the bridge facility remained undrawn through its expiration on closing ofpresent value factor were used in the acquisition.
0Revolving Credit Facilityimpairment calculation.

On October 1, 2020, the Company borrowed $60,000 on the existing Revolving Credit Facility and used the net proceeds from such borrowings to fund the debt extinguishment costs in connection with funding
Note 11: Debt
The following table is a summary of the repayment of CPA Global's parent company outstanding debt. The amount was repaid in the fourth quarter of 2020 and the revolving credit facility has remained undrawn in the period subsequent to the pay down. The revolving credit facility is subject to a commitment fee of 0.375% per annum.Company’s debt:

With respect to the credit facilities, 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 September 30, 2021, the company was not required to perform these covenants as we are in compliance with the conditions 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.
As of September 30, 2021, letters of credit totaling $7,714 were collateralized by the Revolving Credit Facility. Notwithstanding the Revolving Credit Facility, as of September 30, 2021 the Company had an unsecured corporate guarantee outstanding for $10,644 and cash collateralized letters of credit totaling $1,551, all of which were not collateralized by the Revolving Credit Facility. The Company did not have any borrowings against the Revolving Credit Facility as of September 30, 2021 and December 31, 2020, to support current operations.
September 30, 2022December 31, 2021
TypeMaturityEffective
Interest
Rate		Carrying
Value		Effective
Interest
Rate		Carrying
Value
Senior Notes20294.875 %$921.4 4.875 %$921.4 
Senior Secured Notes20283.875 %921.2 3.875 %921.2 
Revolving Credit Facility20275.965 %175.0 3.359 %175.0 
Term Loan Facility20266.115 %2,797.4 3.860 %2,818.8 
Senior Secured Notes20264.500 %700.0 4.500 %700.0 
Finance lease(1)
20233.800 %29.3 3.800 %30.8 
Total debt outstanding5,544.3 5,567.2 
Debt issuance costs(40.5)(47.1)
Term Loan Facility (2026), Senior Notes (2029), Senior Secured Notes (2028), discounts(29.3)(33.2)
Short-term debt, including current portion of Long-term debt(57.4)(30.6)
Long-term debt, net of current portion and debt issuance costs$5,417.1 $5,456.3 
(1) See Note 6 - Leases for additional information.
Senior Unsecured Notes (2029) and Senior Secured Notes (2028)
In June 2021, we issued a private placement offering of $1,000,000 inThe Company has $921.2 aggregate principal amount of its Senior Secured Notes due June 30,in 2028 (the " Old Secured Notes") and $1,000,000 in$921.4 aggregate principleprincipal amount of its Senior Notes due June 30, 2029 (the "Old Unsecured Notes" and, together with the Oldin 2029. The Senior Secured Notes the "Old Notes") bearingand Senior Notes bear interest at a rate of 3.875% and 4.875% per annum, respectively. Therespectively, and the interest is payable semi-annually to holders of record on June 30 and December 30 of each year, commencing onyear. The first interest payment was paid in December 30, 2021. TheBoth of these series of Notes were issued by Clarivate Science Holdings Corporation (the "Issuer"), an indirect wholly-owned subsidiary of Clarivate.
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CLARIVATE PLC
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In thousands, except share and per share data, option prices, ratios or as noted)
In August 2021, we (i) exchanged all of the outstanding, validly tendered and not withdrawn Old Secured Notes for the newly-issued 3.875%The Senior Secured Notes due 2028 (the “New Secured Notes”),are secured on a first-lien pari passu basis with borrowings under the existing credit facilities and (ii) exchanged allsenior secured notes due 2026. Both of the outstanding, validly tendered and not withdrawn Old Unsecuredthese series of Notes for the newly-issued 4.875% Senior Unsecured Notes due 2029 (the “New Unsecured Notes” and, together with the New Secured Notes, the “New Notes”). The initial aggregate principal amount of the New Notes is equal to the aggregate principal amount of Old Notes that were validly tendered and not validly withdrawn for exchange, and that were accepted by the Issuer. The offers to exchange are referred to herein as the “Exchange Offers.” Pursuant to the Exchange Offers, the aggregate principal amounts of the Old Notes set forth as follows were validly tendered and not validly withdrawn, and were accepted by the Issuer and subsequently cancelled: (i) $921,177 aggregate principal amount of Old Secured Notes; and (ii) $921,399 aggregate principal amount of Old Unsecured Notes. Following such cancellation, (i) $78,823 aggregate principal amount of Old Secured Notes remained outstanding; and (ii) $78,601 aggregate principal amount of Old Unsecured Notes remained outstanding. The Issuer redeemed such remaining outstanding Old Secured Notes and Old Unsecured Notes at 100% of the principal amount thereof plus accrued and unpaid interest from June 24, 2021 to the redemption date in August 2021. In connection with the settlement of the Exchange Offers, the Issuer (i) issued $921,177 aggregate principal amount of its New Secured Notes; and (ii) issued $921,399 aggregate principal amount of its New Unsecured Notes. The interest is payable semi-annually to holders of record on June 30 and December 30 of each year, commencing on December 30, 2021. The exchange was treated as a debt modification in accordance with Accounting Standards Codification 470, Debt ("ASC 470").
We intend to use the net proceeds to finance a portion of the purchase price for the ProQuest acquisition, which we announced on May 17, 2021, and to pay related fees and expenses. Concurrently with the settlement of the Exchange Offers the Issuer deposited (or caused to be deposited) an amount in cash equal to the aggregate principal amount of the New Notes of each series into segregated escrow accounts. If the escrow conditions (which include conditions relating to the consummation of the ProQuest acquisition) are not satisfied on or prior to April 29, 2022, or if it is otherwise determined that any of the applicable escrow release conditions will not be satisfied, the New Notes will be redeemed at a price equal to 100% of the principal amount of the New Notes, plus accrued and unpaid interest, if any, from June 24, 2021 (the "Issue Date" of the Old Notes), or, if an interest payment has been made on New Notes, from the most recent interest payment date, up to, but excluding, the date of such special mandatory redemption. Prior to closing of the ProQuest acquisition, the New Notes are not guaranteed, but have been secured by a first-priority security interest in the escrow accounts.
Upon consummation of the ProQuest acquisition, the New Notes will be 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 NewSenior 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
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CLARIVATE PLC
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In millions, except option prices, ratios or as noted)
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 September 30, 2022, letters of credit totaling $9.2 were collateralized by the Revolving Credit Facility. Notwithstanding the Revolving Credit Facility, the Company had an unsecured corporate guarantee outstanding for $10.5 and cash collateralized letters of credit totaling $0.8 as of September 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 September 30, 2022, we had $2,797.4 outstanding on our Term Loan Facility.
Senior Secured Notes will be(2026)
The Company has $700.0 in aggregate principal amount of Senior Secured Notes due in 2026 bearing interest at 4.50% per annum, payable semi-annually to holders of record on May 1 and November 1 of each year. The first interest payment was paid in May 2020. The 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 existing credit facilitiesCredit 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 will be general senior secured notes,obligations of the Lux Issuer and the New Unsecured Notes will be 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 guarantors’ unsecured obligations. At this time,guarantor’s obligations under the debt will be reclassified as Long-term debt on our Condensed Consolidated Balance SheetNew Senior Credit Facilities (subject to permitted liens and the amount released from escrow as Cash and cash equivalents.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 $5,404,344$5,011.8 and $3,574,282$5,595.5 at September 30, 20212022 and December 31, 2020,2021, respectively. The debt is considered a Level 2 liability under the fair value hierarchy.

0
Note 15: 12: Revenue
Disaggregated Revenues
The tables below show the Company’s disaggregated revenue for the periods presented:
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CLARIVATE PLC
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In thousands,millions, except share and per share data, option prices, ratios or as noted)
Three Months Ended September 30,
20212020
Subscription revenues$246,467 $222,069 
Transactional revenues85,354 64,398 
Re-occurring revenues110,368 — 
Total revenues, gross442,189 286,467 
Deferred revenues adjustment (1)
(72)(2,107)
Total revenues, net$442,117 $284,360 
(1) Reflects the deferred revenue adjustment as a result of purchase accounting.
Nine Months Ended September 30,
20212020
Subscription revenues$725,121 $631,873 
Transactional revenues259,300 174,000 
Re-occurring revenues336,236 — 
Total revenues, gross1,320,657 805,873 
Deferred revenues adjustment (1)
(4,465)(7,421)
Total revenues, net$1,316,192 $798,452 
(1) Reflects the deferred revenue adjustment as a result of purchase accounting.
We disaggregate our revenues by segment (see Note 18 - Segment Information) and by transaction type based on revenue recognition pattern as follows:
Contract Balances•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.
Accounts receivable, netCurrent portion of deferred revenuesNon-current portion of deferred revenues
Opening (1/1/2021)$737,733 $707,318 $41,399 
Closing (09/30/2021)610,755 579,935 44,934 
(Increase)/decrease$126,978 $127,383 $(3,535)
Opening (1/1/2020)$333,858 $407,325 $19,723 
Closing (09/30/2020)238,638 326,098 24,080 
(Increase)/decrease$95,220 $81,227 $(4,357)
•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 revenuesare 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 amount offollowing table presents the Company’s revenues by transaction type based on revenue recognized in the period that was included in the opening deferred revenues balances was $485,682 and $339,589recognition pattern for the nine months ended September 30, 2021 and 2020, respectively. This revenue consists primarily of subscription revenues.periods presented:
Transaction Price Allocated to the Remaining Performance Obligation
As of September 30, 2021, approximately $78,124 of revenue is expected to be recognized in the future from remaining performance obligations, excluding contracts with duration of one year or less. The Company expects to recognize revenue on approximately 52.8% of these performance obligations over the next 12 months. Of the remaining 47.2%, 23.6% is expected to be recognized within the following year, 17.5% is expected to be recognized within three to five years, with the final 6.2% expected to be recognized within six to ten years.
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CLARIVATE PLC
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In thousands,millions, except share and per share data, option prices, ratios or as noted)
Three Months Ended September 30,
20222021
Subscription revenues$408.3 $246.5 
Re-occurring revenues102.7 110.4 
Transactional and other revenues125.0 85.3 
Total revenues, gross636.0 442.2 
Deferred revenues adjustment(1)
(0.3)(0.1)
Total revenues, net$635.7 $442.1 
(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.
Nine Months Ended September 30,
2022
2021(1)
Subscription revenues$1,220.7 $728.9 
Re-occurring revenues329.2 333.6 
Transactional and other revenues435.5 258.2 
Total revenues, gross1,985.4 1,320.7 
Deferred revenues adjustment(2)
(0.9)(4.5)
Total revenues, net$1,984.5 $1,316.2 
(1) Certain prior period reported 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, netCurrent portion of deferred revenuesNon-current portion of deferred revenues
Opening (January 1, 2022)$906.4 $1,030.4 $54.2 
Closing (September 30, 2022)748.6 857.8 37.7 
Decrease / (increase)$157.8 $172.6 $16.5 
Opening (January 1, 2021)$737.7 $707.3 $41.4 
Closing (September 30, 2021)610.8 579.9 44.9 
Decrease / (increase)$126.9 $127.4 $(3.5)
The amount of revenue recognized in the period that was included in the opening deferred revenues balances was $872.8 and $485.7 for the nine months ended September 30, 2022 and 2021, respectively. This revenue consists primarily of subscription revenues.
Transaction Price Allocated to Remaining Performance Obligations
As of September 30, 2022, approximately $116.7 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 54% of these performance obligations over the next 12 months. Of the remaining 46%, 24% is expected to
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CLARIVATE PLC
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In millions, except option prices, ratios or as noted)
be recognized within the following year, 15% is expected to be recognized within three to five years, with the final 7% expected to be recognized within six to ten years.

Note 16:13: Shareholders’ Equity
Pre-2019 Transaction
In March 2017, the Company formed the Management Incentive Plan under which certain employeesAs of the Company may be eligible to purchase shares of the Company. In exchange for each share purchase subscription, the purchaser is entitled to a fully vested right to an ordinary share. Additionally, along with a subscription, employees receive a corresponding number of options to acquire additional ordinary shares subject to five years vesting. See Note 17 - Employment and Compensation Arrangementsfor additional detail related to the options. There were no share subscriptions received prior to or following the close of the 2019 Transaction for the three and nine months ended September 30, 2021.
Post-2019 Transaction
Immediately prior to the closing of the 2019 Transaction, there were 87,749,999 shares of Churchill ordinary stock issued and outstanding, consisting of (i) 68,999,999 public shares (Class A) and (ii) 18,750,000 founder shares (Class B). On May 13, 2019, in connection with the 2019 Transaction, all of the Class B ordinary stock converted into Class A ordinary stock of the post-combination company on a 1-for-one basis, and effected the reclassification and conversion of all of the Class A ordinary stock and Class B ordinary stock into a single class of ordinary stock of Clarivate Plc. One stockholder elected to have one share redeemed in connection with the 2019 Transaction.
In June 2019, the Company formed the 2019 Incentive Award Plan under which employees of the Company may be eligible to purchase shares of the Company. See Note 17 - Employment and Compensation Arrangements for additional detail related to the 2019 Incentive Award Plan. In exchange for each share subscription purchased, the purchaser is entitled to a fully vested right to an ordinary share. At September 30, 20212022, there were unlimited shares of ordinary stock authorized, and 639,750,620674.2 million shares issued and 673.8 million shares outstanding, with ano par value of $0.00.value. The Company held 6,325,8600.4 million and 0.5 million shares as treasury shares as of September 30, 20212022 and December 31, 2020.2021, respectively. The Company’s ordinary stockholdersshareholders are entitled to one vote per share.
Warrants
Upon consummation of the 2019 Transaction, the Company had warrants outstanding to purchase an aggregate of 52,800,000 ordinary shares. Each outstanding whole warrant of Churchill represented the right to purchase one ordinary share of the Company in lieu of 1 share of Churchill ordinary stock upon closing of the 2019 Transaction. During the period January 1, 2020 through February 21, 2020, 24,132,666 of the Company’s outstanding public warrants were exercised for 1 ordinary share per whole public warrant at a price of $11.50 per share. On February 20, 2020, we announced the redemption of all of our outstanding public warrants to purchase our ordinary shares that were issued as part of the units sold in the Churchill Capital Corp initial public offering. As of December 31, 2020, no public warrants were outstanding.
Merger Shares
Upon consummation of the 2019 Transaction, there were 7,000,000 ordinary shares of Clarivate that are issuable to persons designated by Messrs. Stead and Klein, including themselves, if the last sale price of Clarivate’s ordinary shares is at least $20.00 for 40 days over a 60 consecutive trading day period on or before the sixth anniversary of the closing of the 2019 Transaction. On January 31, 2020, our Board agreed to waive all performance vesting conditions associated with the Merger Shares (as defined below). The Merger Shares were issued as ordinary shares to persons designated by Jerre Stead and Michael Klein on June 1, 2020 as part of the June 2020 underwritten public offering. These shares were issued during the year ended December 31, 2020. See Note 17 - Employment and Compensation Arrangements for additional detail related to the Merger Shares.
DRG Acquisition Shares
In connection with the DRG acquisition, 2,895,6382.9 million ordinary shares of the Company were issued to PELPiramal Enterprises Limited ("PEL") in March 2021. See Note 4 - Business Combinations for additional details.

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CLARIVATE PLC
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In thousands, except share and per share data, option prices, ratios or as noted)
CPA Global Acquisition Shares
In connection with the CPA Global acquisition, on October 1, 2020, the Company issued as part of the purchase consideration, 210,357,918 ordinary shares of the Company. In January 2021, the Company issued 1,500,000 ordinary shares to Redtop pursuant to a holdback clause within the purchase agreement. See Note 4 - Business Combinations for additional details.

MCPS Offering
In June 2021, concurrently with the June 2021 Ordinary Share Offering (see Note 1 - Background and Nature of Operations)Operations, in our Annual Report on Form 10-K), we completed an underwrittena public offering of 14,375,00014.4 million of our 5.25% Series A MCPSMandatory Convertible Preferred Shares ("MCPS") (which included 1,875,0001.9 million of our MCPS that the underwriters purchased pursuant to their option to purchase additional shares). Based upon the agreement provisions and accounting guidance in ASC 480 - Distinguishing Liabilities from Equity and ASC 815-40 - Derivatives and Hedging, the Company concluded that the preferred stock should be classified as permanent equity within the Condensed Consolidated Balance Sheet.

Dividends on our mandatory convertible preferred shares are payable, as and if declared by our boardBoard of directors,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. See Note 22 - Commitments and Contingencies for further details.

In July 2021, the Company's board of directors declared a quarterly dividend of approximately $1.12 per share on its 5.25% Series A Mandatory Convertible Preferred Shares, payable on September 1, 2021 to shareholders of record at the close of business on August 15, 2021. As permitted by the Statement of Rights governing its 5.25% Series A Mandatory Convertible Preferred Shares, such dividend was paid by delivery of ordinary shares (other than $1 paid in cash in lieu of any fractional ordinary share). The number of ordinary shares deliverable in respect of such dividend was 664,730, which was determined based on the average volume-weighted average price per ordinary shares over the five consecutive trading day period ending on, and including, the trading day prior to September 1, 2021, which had a value of $16,141. As of September 30, 2021,2022, we recognized $6,289$6.2 of accrued preferred share dividends within accruedAccrued expenses and other current liabilities. While the dividends on the MCPS are cumulative, they will not be paid until declared by the Company’s boardBoard of directors.Directors. If nothe dividends are not declared, and paid, they will continue to accumulate asuntil paid, due to a backstop contained in the agreement contains a backstop to it being paid even(even if never declared bydeclared).
Treasury Shares
CPA Global Acquisition Shares - During the board.

Eachthree months ended March 31, 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 our MCPS will automatically convert on$15.01 to fund the second business day immediately followingpayment to the last trading dayrespective employees. Given the original share value of $30.99 as of the "Settlement Period" (thedate of the acquisition, an associated loss was recognized within the CondensedConsolidated Statement of Changes in Equity in the amount of $0.7.
During the three months ended September 30, consecutive Trading Day period commencing on, and including,2022, 140.4 thousand shares held in the 31st Scheduled Trading Day immediately preceding June 1, 2024) into between 3.2052 and 3.8462EBT were sold at an average net price per share of our$9.60 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 CondensedConsolidated Statement of Changes in Equity in the amount of $3.0.
During January 2021, the Company issued 1.5 million ordinary shares (respectively,to Redtop Holdings Limited pursuant to a hold-back clause within 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 Stock 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 Stock will, in certain circumstances, be entitled to convert their shares at an increased conversion ratepurchase agreement for a specified periodtotal of time$43.9, which was satisfied. See Note 19 - Commitments and receive an amount to compensate themContingencies for certain unpaid accumulated dividends and any remaining future scheduled dividend payments.additional details.

The Preferred Stock will not be redeemable at our election before the mandatory conversion date. The holders of the Preferred Stock will not have any voting rights, with limited exceptions. In the event that Preferred Stock 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 the Preferred Stock will have the right to elect two new directors until all accumulated and unpaid Preferred Stock dividends have been paid in full, at which time that right will terminate.

Share Repurchase Program and Share Retirements

- In August 2021, the Company's boardBoard of directorsDirectors authorized a share repurchase program allowing the Company to purchase up to $250,000$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 threenine months ended September 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
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Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In thousands,millions, except share and per share data, option prices, ratios or as noted)
30, 2021, the Company purchased 2,599,700 shares for a total of $65,215. As of September 30, 2021,2022, the Company had approximately $184,785$825.0 of availability remaining under this program.

In September 2021, A summary of the Company retired the 2,599,700ordinary shares repurchased and retired during the threenine months ended September 30, 2021 and restored them to authorized but unissued ordinary shares. The retired treasury shares had a carrying value of $65,215. Upon formal retirement and in accordance with Financial Accounting Standards Board's Accounting Standards Codification ("ASC") Topic 505, Equity, the Company reduced our ordinary shares account by the carrying amount of the treasury shares. The share repurchase program was suspended temporarily due to the secondary offering in September 2021.2022 is as follows:
(in millions)Nine Months Ended September 30, 2022
Total number of shares repurchased10.7 
Average price paid per share$16.33 
Total
$175.0 
Total shares retired10.7 
Average price paid per share$16.33 
Total
$175.0 

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Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In millions, except option prices, ratios or as noted)
Note 17: Employment and14: Share-based Compensation Arrangements
Employee Incentive Plans
Prior toThe Company grants share-based awards under the 2019 Transaction, the Company operated under its 2016 Equity Incentive Plan, which provided for certain employees of the Company to be eligible to participate in equity ownership in the Company. On May 8, 2019, in anticipation of the 2019 Transaction, the Board adopted theClarivate Plc 2019 Incentive Award Plan which was an amendment, restatement and continuation of ("the 2016 Equity Incentive Plan. Upon closing of the 2019 Transaction, awards under the 2016 Equity Incentive Plan were converted using the exchange ratio established during the 2019 Transaction and assumed into the 2019 Incentive Award Plan (See Note 4 - Business Combinations)"Plan"). The 2019 Incentive Award Plan permits the granting of awards in the form of incentive stock options, non-qualified stock options, share appreciation rights, restricted shares, restricted share units and other stock-based or cash-based awards. Equity awards may be issued in the form of restricted shares or restricted share units with dividend rights or dividend equivalent rights subject to vesting terms and conditions specified in individual award agreements. The Company’s Management Incentive Plan provides for employees of the Company to be eligible to purchase shares of the Company. See Note 16 - Shareholders’ Equity for additional information.
A maximum aggregate amount of 60,000,000 ordinary shares are reserved for issuance under the 2019 Incentive Award 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 September 30, 20212022, approximately 31.2 million shares of the Company’s ordinary shares were available for share-based awards. The Plan provides for the issuance of stock options, restricted stock units ("RSUs") and December 31, 2020, 41,271,255performance share units ("PSUs"). Share-based compensation expense is recorded to the “Cost of revenues" and 42,785,926, respectively, awards have not been granted.
“Selling, general and administrative” line items on the accompanying Condensed Consolidated Statements of Operations. Total share-based compensation expense inclusive of cash and non-cash expense, included in the Consolidated Statements of Operations amounted to $10,609 and $6,796 for the three and nine months ended September 30, 2022, and 2021 and 2020, respectively, and $107,767 and $31,121comprised of the following:
Three Months Ended September 30, 2022
Stock OptionsRSUsPSUsCPA Global Equity PlanTotal
Cost of revenues$— $4.5 $— $(0.3)$4.2 
Selling, general and administrative costs0.3 13.7 1.1 0.2 15.3 
Total share-based compensation expense$0.3 $18.2 $1.1 $(0.1)$19.5 
Nine Months Ended September 30, 2022
Stock OptionsRSUsPSUsCPA Global Equity PlanTotal
Cost of revenues$— $21.9 $0.2 $3.3 $25.4 
Selling, general and administrative costs0.3 42.9 3.0 6.9 53.1 
Total share-based compensation expense$0.3 $64.8 $3.2 $10.2 $78.5 

Three Months Ended September 30, 2021
Stock OptionsRSUsPSUsCPA Global Equity PlanTotal
Cost of revenues$— $3.9 $0.1 $(0.4)$3.6 
Selling, general and administrative costs— 7.0 1.0 (1.0)7.0 
Total share-based compensation expense$— $10.9 $1.1 $(1.4)$10.6 
Nine Months Ended September 30, 2021
Stock OptionsRSUsPSUsCPA Global Equity PlanTotal
Cost of revenues$0.1 $12.1 $0.4 $21.9 $34.5 
Selling, general and administrative costs0.4 22.1 3.4 47.4 73.3 
Total share-based compensation expense$0.5 $34.2 $3.8 $69.3 $107.8 

The following table summarizes the Company’s existing share-based compensation awards program activity for the nine months ended September 30, 2022, and 2021, and 2020, respectively. The total associated tax benefits recognized amounted to $1,027 and $0 for the three months ended September 30, 2021 and 2020, respectively and $6,862 and $0 for the nine months ended September 30, 2021 and 2020, respectively.
In the nine months ended September 30, 2021 and 2020, the Company recognized additional Share-based compensation expense related to the modification of certain awards under the 2019 Incentive Award Plan. As of September 30, 2021 and December 31, 2020, there was no unrecognized compensation cost related to outstanding stock options.
Stock Options
The Company’s stock option activity is summarized below:
Number of
Options		Weighted
Average Exercise
Price per Share		Weighted-Average
Remaining
Contractual Life
(in years)		Aggregate
Intrinsic
Value
Balance at December 31, 20207,860,618 $12.95 6.2$131,956 
Granted— — 0— 
Expired— — 0— 
Forfeited— — 0— 
Exercised(2,745,966)12.12 0(39,737)
Outstanding as of September 30, 20215,114,652 $13.40 5.6$45,015 
Vested and exercisable at September 30, 20215,114,652 $13.40 5.6$45,015 
(in millions):
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Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In thousands,millions, except share and per share data, option prices, ratios or as noted)
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. 328,531 and 4,068,307 stock options were exercised in the three months ended September 30, 2021 and 2020, respectively, and 2,745,966 and 11,507,094 stock options were exercised during the nine months ended September 30, 2021 and 2020, respectively. The total intrinsic value of stock options exercised was approximately $39,737 and $141,143 during the nine months ended September 30, 2021 and 2020, respectively.
The Company accounts for awards issued under the 2019 Incentive Award Plan as additional contributions to equity. Share-based compensation includes expense associated with stock option grants which is estimated based on the grant date fair value of the award issued.
The Company uses the Black-Scholes option pricing model to estimate the fair value of options granted. The Black-Scholes model considers the fair value of an ordinary share and the contractual and expected term of the stock option, expected volatility, dividend yield, and risk-free interest rate. Prior to becoming a public company, the fair value of the Company’s ordinary shares were determined utilizing an external third-party pricing specialist.
The contractual term of the option ranges from one year to ten years. Expected volatility is the average volatility over the expected terms of comparable public entities from the same industry. The risk-free interest rate is based on a treasury rate with a remaining term similar to the contractual term of the option. The Company is recently formed and at this time does not expect to distribute any dividends to the holders of the Company's ordinary shares. The Company recognizes forfeitures as they occur.
0Restricted Stock Units (“RSUs”)
Nine Months Ended September 30, 2022
Stock OptionsRSUsPSUs
Balance at December 31, 20214.8 4.5 1.4 
Granted— 9.9 1.2 
Exercised/Vested(0.3)(2.5)— 
Forfeited/Unexercised(0.1)(0.6)(0.3)
Balance at September 30, 20224.4 11.3 2.3 
Total remaining unamortized compensation costs$— $111.5 $7.9 
Weighted average remaining service period0 years1.34 years1.66 years

RSUs typically vest from one year to three years and are generally subject to either cliff vesting or graded vesting. RSUs do not have non-forfeitable rights to dividends or dividend equivalents. The fair value of RSUs is typically based on the fair value of our ordinary shares on the date of grant. We amortize the value of these awards to expense over the vesting period on a graded-scale basis. The Company recognizes forfeitures as they occur.
Number of SharesWeighted Average Grant Date Fair Value per Share
Outstanding as of December 31, 20201,810,546 $19.30 
Granted2,856,222 24.11 
Vested(571,617)$21.03 
Forfeited(438,225)23.45 
Outstanding as of September 30, 20213,656,926 $23.68 
The total fair value of RSUs that vested during the three months ended September 30, 2021 and 2020 was $2,525 and $76, respectively, and $12,021 and $2,996 during the nine months ended September 30, 2021 and 2020, respectively.

Performance Stock Units (“PSUs”)

The Company began granting PSUs (the "Original PSUs") to certain members of management on April 1, 2020 under the 2019 Incentive Award Plan. The Original PSUs typically vest over three years and are subject to performance conditions with a modifier of relative TSR as compared to the S&P 500 for vesting. The fair value of the PSUs is based on the fair value of our ordinary shares on the date of grant and valued using a Monte Carlo simulation. In years one and two of the three year vesting period, it was not possible to predict the likelihood of achieving the target and therefore, the performance condition was deemed not probable as of September 30, 2021. Accordingly, no compensation expense was recognized for the three and nine months ended September 30, 2021.

During December of 2020, the Human Resources and Compensation Committee (the “HRCC”) considered the need to continue to align the interests of our named executive officers with those of Clarivate’s shareholders and to compensate our named executive officers for the significant value created for shareholders in 2020. In addition, the HRCC considered the effects of the Covid-19 pandemic on the value of the Original PSUs granted to our named executive officers earlier in 2020,
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Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In thousands, except share and per share data, option prices, ratios or as noted)
which are eligible to vest based on the achievement of certain three-year financial performance metrics. In choosing the primary performance goals for the Original PSUs, the HRCC had not anticipated the Covid-19 pandemic and its impact on certain elements of performance, which significantly reduced the anticipated value of the Original PSUs.
The Company made a one-time grant of additional PSUs to certain key employees, including its named executive officers on December 17, 2020 under the 2019 Incentive Award Plan. The PSUs are eligible to vest based upon Clarivate’s three-year total shareholder return (“TSR”) as compared to the TSR of the S&P 500 for the same period (the “TSR PSUs”). The TSR PSUs cover the period from January 1, 2020 to December 31, 2022 and have a payout range of 0% to 120% of target. The TSR PSU grants vest over three years and are subject to market conditions for vesting. The probability of achieving the market conditions are incorporated into the fair value of the award, and related expense is recognized over the vesting period. The fair value of the PSUs is based on the fair value of our ordinary shares on the date of grant and valued using a Monte Carlo simulation. Accordingly, the Company recognized $790 and $3,048 of compensation expense for the three and nine months ended September 30, 2021. In the event that the Original PSUs vest, the TSR PSUs will be forfeited.

On March 1, 2021, May 15, 2021, and August 15, 2021 the Company granted 499,141, 28,577, and 38,178 PSUs, respectively, to key employees under the 2019 Incentive Award Plan. These PSUs are eligible to vest based on Clarivate's three-year total shareholder return ("TSR") as compared to the TSR of the S&P 500 for the same period as well as the Company's performance against forecasted results. These PSUs cover from January 1, 2021 through December 31, 2023 and have a payout range of 0% to 200%. These PSUs vest over three years and are subject to market conditions. The probability of achieving the market conditions are incorporated into the fair value of the award, and related expense is recognized over the vesting period. The fair value of the PSUs is based on the fair value of our ordinary shares on the date of grant and valued using a Monte Carlo simulation. Accordingly, the Company recognized $306 and $741 of compensation expense for the three and nine months ended September 30, 2021.

Number
of
Shares (1)
Weighted
Average Grant Date Fair Value per Share
Outstanding as of December 31, 2020873,325 $25.84 
Granted565,896 23.70 
Vested(5,633)32.50 
Forfeited(128,642)24.43 
Outstanding as of September 30, 20211,304,946 $25.02 
(1) The PSUs number of shares are at grant amount and are not reflective of the maximum shares that may ultimately be issued, if any.
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 52,800,000 ordinary shares with an exercise price of $11.50 per share, consisting of 34,500,000 public warrants and 18,300,000 Private Placement Warrants. As of December 31, 2020, no public warrants were outstanding. On January 21, 2021, one warrant holder exercised warrants for 212,174 ordinary shares through a cashless redemption in which 80,610 shares were withheld to cover the exercise price. The net impact of the redemption was an issuance of 131,564 shares. As of September 30, 2021, there were 17,813,826 ordinary shares outstanding for Private Placement Warrants.

The following table summarizes the changes in Private Placement Warrant shares outstanding as of September 30, 2021 and September 30, 2020.

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Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In thousands, except share and per share data, option prices, ratios or as noted)
Number of SharesWeighted Average Fair Value per Share
Outstanding at December 31, 201918,300,000 $6.11 
Exercise of Private Placement Warrants— — 
Outstanding at September 30, 202018,300,000 $18.36 
Outstanding at December 31, 202018,026,000 $17.35 
Exercise of Private Placement Warrants(212,174)16.93
Outstanding at September 30, 202117,813,826 $11.00 

2019 Transaction Related Awards

Upon consummation of the 2019 Transaction, there were 7,000,000 ordinary shares of Clarivate (the "Merger Shares") issuable if the last sale price of Clarivate’s ordinary shares is at least $20.00 for 40 days over a 60 consecutive trading day period on or before the sixth anniversary of the closing of the 2019 Transaction. In accordance with the terms of the Sponsor Agreement and in connection with our merger with Churchill in 2019, the Merger Shares were issued to persons designated by Messrs. Stead and Klein. On January 31, 2020, our Board agreed to waive the performance vesting condition, and the Merger Shares became issuable on or prior to December 31, 2020 to persons designated by Messrs. Stead and Klein. We engaged a third party specialist to fair value the awards at the modification date using the Monte Carlo simulation approach. The assumptions in the model included, but were not limited to, risk-free interest rate, 1.33%; expected volatility of the Company's and its peer group's stock prices, 20.00%; and dividend yield, 0.00%. The Company has evaluated and recorded additional stock compensation expense as required upon the assignment of Merger Shares as applicable. The Merger Shares were issued as ordinary shares to persons designated by Jerre Stead and Michael Klein on June 1, 2020 as part of the June 2020 underwritten public offering. The Company recognized $13,720 of expense during the year ended December 31, 2020, in Share-based compensation expense as a result of the waived performance vesting conditions.
The Sponsor Agreement provided that certain ordinary shares of Clarivate available for distribution to persons designated in the Sponsor Agreement in connection with the Transactions, and certain Clarivate warrants available for distribution to such persons, in each case, were subject to certain time and performance-based vesting provisions described below.
The vesting conditions added to certain ordinary shares include the following:
5,309,713 ordinary shares of Clarivate held by persons designated in the Sponsor Agreement, will vest in three equal annual installments on the first, second and third anniversaries of the closing of the 2019 Transaction, respectively, and are not contingent on continuing or future service of the respective holders to the Company.
2,654,856 ordinary shares of Clarivate held by such persons will vest at such time as the last sale price of Clarivate’s ordinary shares is at least $15.25 on or before the date that is 42 months after the closing of the 2019 Transaction; provided that none of such Clarivate ordinary shares will vest prior to the first anniversary of the closing of the 2019 Transaction, not more than 1/3 of such Clarivate warrants will vest prior to the second anniversary of the closing of the 2019 Transaction, and not more than 2/3 of such Clarivate warrants will vest prior to the third anniversary of the closing of the 2019 Transaction. Further, such vesting is not contingent on continuing or future service of the respective holders to the Company.
2,654,856 ordinary shares of Clarivate held by such persons will vest at such time as the last sale price of Clarivate’s ordinary shares is at least $17.50 on or before the fifth anniversary of the closing of the 2019 Transaction; provided that none of such Clarivate ordinary shares will vest prior to the first anniversary of the closing of the 2019 Transaction, not more than 1/3 of such Clarivate warrants will vest prior to the second anniversary of the closing of the 2019 Transaction, and not more than 2/3 of such Clarivate warrants will vest prior to the third anniversary of the closing of the 2019 Transaction. Further, such vesting is not contingent on continuing or future service of the respective holders to the Company.
The vesting conditions added to certain warrants include the following:
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Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In thousands, except share and per share data, option prices, ratios or as noted)
17,265,826 of certain warrants held by persons designated in the Sponsor Agreement, will vest at such time as the last sale price of Clarivate’s ordinary shares is at least $17.50 on or before the fifth anniversary of the closing of the 2019 Transaction; provided that none of such Clarivate warrants will vest prior to the first anniversary of the closing of the 2019 Transaction, not more than 1/3 of such Clarivate warrants will vest prior to the second anniversary of the closing of the 2019 Transaction, and not more than 2/3 of such Clarivate warrants will vest prior to the third anniversary of the closing of the 2019 Transaction. Further, such vesting is not contingent on continuing or future service of the respective holders to the Company.
In considering the terms of the transaction related awards, the Company notes that the time-based vesting restrictions were not conditioned on any continuing or future service of the holders to the Company, and reflect “lock-up” periods of the issuable shares. Further, the above mentioned performance-based restrictions were considered market conditions pursuant to ASC 718, and are contemplated in the value of the awards. As such vesting restrictions were contemplated in conjunction with the granting of the merger shares (See Note 16 - Shareholders’ Equity), the Company considered such terms of the total basket of transaction awards in determination of the fair value of the awards. As no continued or future service was required by the holders of such awards, the Company recognized compensation expense in the second quarter of 2019 based on the fair value of such awards upon closing of the 2019 Transaction. The Company recognized $25,013 expense, net in Share-based compensation expense as of the date of the 2019 Transaction in accordance with the issuance of the merger shares offset by the addition of vesting terms to certain ordinary shares and warrants, as described above. The expense included the increases in value of $48,102 for the granting of merger shares, the increase in value of $1,193 for ordinary shares with only time vesting conditions, and the increase in value of shares purchased by the Founders immediately prior to the transaction of $4,411, all offset by the reduction in value of $9,396 for ordinary shares with performance vesting condition of $15.25, the reduction in value of $13,101 for ordinary shares with performance vesting condition of $17.50 and the reduction in value of $6,297 related to warrants. Pursuant to the Sponsor Agreement, certain founders of Churchill Capital Corp purchased an aggregate of 1,500,000 shares of Class B ordinary stock of Churchill immediately prior to the closing of the 2019 Transaction for an aggregate purchase price of $15,000.
We used a third-party specialist to fair value the awards at the 2019 Transaction close date of May 13, 2019 using the Monte Carlo simulation approach. The assumptions included in the model include, but are not limited to, risk-free interest rate, 2.20%; expected volatility of the Company’s and the peer group’s stock prices, 20.00%; and dividend yield, 0.00%. A discount for lack of marketability (“DLOM”) was applied to shares that are subject to remaining post vesting lock up restrictions. The DLOM was between 3% - 7% dependent on the length of the post vesting restriction period.
On August 14, 2019, Clarivate (on its behalf and on behalf of its subsidiaries) agreed to waive the performance and time vesting conditions, described above, subject to the consummation of the secondary offering. These shares and warrants nevertheless remain subject to a lock-up for a period ranging from two years to three years following the closing of the Mergers. We used a third-party specialist to fair value the awards at the modification date using the Monte Carlo simulation approach. The assumptions included in the model include, but are not limited to, risk-free interest rate, 1.42%; expected volatility of the Company’s and the peer group’s stock prices, 20.00%; and dividend yield, 0.00%. A DLOM was applied to shares that are subject to remaining post vesting lock up restrictions. The DLOM was between 3% - 7% dependent on the length of the post vesting restriction period.

CPA Global Phantom Plan

The acquired CPA Global business had a legacy phantom equity 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. The non-management employee participant group included a lock up period vesting period of October 1, 2021. Under the plan, participants who cease to be employees prior to vesting 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 purchase 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 precombination liability of $19,478 which was offset to goodwill in purchase accounting. The precombination liability is accreted over the remaining service periods and the related share-based compensation charge is recorded within the Consolidated Statement of Operations.
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Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In thousands, except share and per share data, option prices, ratios or as noted)

Given the nature of the lock up periods and the retentive element to the award for the benefit of Clarivate, post acquisition share-based compensation charges of $221 and $73,579 were recorded within the Cost of revenues and Selling, general and administrative costs line items of the Consolidated Statement of Operations for the three and nine months ended September 30, 2021. To the extent vesting of awards were accelerated for colleagues whose employment was involuntarily terminated, the Company accounted for these as a modification and acceleration of share-based compensation charges of $(8,555) and $3,697 for the three and nine months ended September 30, 2021 within the Restructuring and impairment line item of the Consolidated Statement of Operations.
Nine Months Ended September 30, 2021
Stock OptionsRSUsPSUs
Balance at December 31, 20207.8 1.8 0.9 
Granted— 2.9 0.5 
Vested(2.7)(0.6)— 
Forfeited— (0.4)(0.1)
Balance at September 30, 20215.1 3.7 1.3 
Total remaining unamortized compensation costs$— $50.5 $8.8 
Weighted average remaining service period0 years1.20 years1.81 years

Note 18:15: Income Taxes
During the three months ended September 30, 20212022 and 2020,2021, the Company recognized an income tax provision of $3,770$22.1 on loss before income tax of $4,393.4 and an income tax provision of $3.7 on income before income tax of $32,194 and $4,325 on loss before income tax of $177,661,$32.1, respectively. During the nine months ended September 30, 20212022 and 2020,2021, the Company recognized an income tax provision of $12,240$48.9 on loss before income tax of $146,854$4,234.7 and $13,693$12.2 on loss before income tax of $323,207,$146.9, respectively. The effective tax provision in each period three andrate was 1.2%for the nine months ended September 30, 2021 and 2020, respectively, reflects2022, as compared to 8.3% for the nine months ended September 30, 2021. The effective tax rate was 0.5%for the three months ended September 30, 2022, as compared to 11.5% for the three months ended September 30, 2021. The overall increase in tax expense is primarily due to the change in the mix of taxing jurisdictions in which pre-tax profits and losses were recognized.recognized and the higher mark to market gain on the private warrants. The goodwill impairment had an immaterial impact on tax expense due to the Company's existing valuation allowance and not having tax basis in the majority of the goodwill that was impaired.
    
Note 19: 16: Earnings Per Share
Basic net earnings per ordinary share from continuing operations (“EPS”) is calculated by taking IncomeNet income (loss) available to ordinary stockholdersshareholders 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. The Company was in a net income position for the three months ended September 30, 2021. Certain potentially dilutive instruments were determined to be anti-dilutive and excluded from the dilutive calculation for the three months ended September 30, 2021. Due to the Company being in a loss position during the nine months ended September 30, 2021, all potentially dilutive instruments were seen to be anti-dilutive and excluded from the dilutive calculation for the nine months ended September 30, 2021.

Potential ordinary shares on a gross basis of 27,575,39810.1 million and 31,871,520 of Private Placement Warrants,9.7 million options, RSUs, PSUs, and PSUsWarrants related to the 2019 Incentive Award Plan were excluded from diluted EPS for the nine months ended September 30, 20212022 and three and nine months ended September 30, 2020,2021, respectively, as the Company had a net loss and their inclusion would have been anti-dilutive or their performance metric was not met. Potential ordinary shares on a gross basis of 17,813,8269.3 million and 8.8 million options, RSUs, PSUs, and Warrants related to the 2019 Incentive
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CLARIVATE PLC
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In millions, except option prices, ratios or as noted)
Award Plan were excluded from diluted EPS for the three months ended September 30, 2022 and 2021, respectively, as their inclusion would have been anti-dilutive.anti-dilutive or their performance metric was not met. See Note 1613 - Shareholders’ Equity and Note 1714 - Employment andShare-based Compensation Arrangements 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 three and nine months ended September 30, 20212022, as their effect would be anti-dilutive given the net loss incurred in the period. Ordinary shares of 46,073,718 were excluded from diluted EPS for the three months ended September 30, 2021 as their inclusion would have been anti-dilutive.
The basic and diluted EPS computations for our ordinary shares are calculated as follows (in thousands, except share and per share amounts):
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Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In thousands,millions, except share and per share data, option prices, ratios or as noted)
Three Months Ended September 30,
2021
(As Restated)		2020
(As Restated)
Basic/Diluted EPS
Net income (loss) available to ordinary stockholders$28,424 $(181,986)
Dividends on preferred shares(22,431)— 
Net income (loss) attributable to ordinary shares$5,993 $(181,986)
Basic weighted-average number of ordinary shares outstanding634,508,967 387,845,438 
Basic EPS$0.01 $(0.47)
Effects of Dilutive Securities
Options5,098,686 — 
Diluted weighted-average number of ordinary shares outstanding639,607,653 387,845,438 
Diluted EPS$0.01 $(0.47)
Nine Months Ended September 30,
2021
(As Restated)		2020
(As Restated)
Basic/Diluted EPS
Net loss$(159,094)$(336,900)
Dividends on preferred shares(22,431)— 
Net loss attributable to ordinary shares$(181,525)$(336,900)
Basic weighted-average number of ordinary shares outstanding616,135,071 369,019,802 
Basic EPS$(0.29)$(0.91)
Diluted weighted-average number of ordinary shares outstanding616,135,071 369,019,802 
Diluted EPS$(0.29)$(0.91)
The basic and diluted EPS computations for our ordinary shares are calculated as follows:
Three Months Ended September 30,
20222021
Basic EPS
Net income (loss) available to ordinary shareholders$(4,415.5)$28.4 
Dividends on preferred shares18.9 22.4 
Net income (loss) attributable to ordinary shares$(4,434.4)$6.0 
Basic weighted-average number of ordinary shares outstanding673.6 634.5 
Basic EPS$(6.58)$0.01 
Diluted EPS
Net income (loss) attributable to ordinary shares$(4,434.4)$6.0 
Change in fair value of private placement warrants(49.0)(83.0)
Net income (loss) attributable to ordinary shares, diluted$(4,483.4)$(77.0)
Denominator:
Shares used in computing net income (loss) attributable to per share to ordinary shareholders, basic673.6 634.5 
Weighted-average effect of potentially dilutive shares to purchase ordinary shares1.6 9.4 
Diluted weighted-average number of ordinary shares outstanding675.2 643.9 
Diluted EPS$(6.64)$(0.12)
Nine Months Ended September 30,
20222021
Basic EPS
Net income (loss) available to ordinary shareholders$(4,283.6)$(159.1)
Dividends on preferred shares56.3 22.4 
Net income (loss) attributable to ordinary shares$(4,339.9)$(181.5)
Basic weighted-average number of ordinary shares outstanding676.7 616.1 
Basic EPS$(6.41)$(0.29)
Diluted EPS
Net income (loss) attributable to ordinary shares$(4,339.9)$(181.5)
Change in fair value of private placement warrants(190.7)(113.2)
Net income (loss) attributable to ordinary shares, diluted$(4,530.6)$(294.7)
Denominator:
Shares used in computing net income (loss) attributable to per share to ordinary shareholders, basic676.7 616.1 
Weighted-average effect of potentially dilutive shares to purchase ordinary shares3.9 10.1 
Diluted weighted-average number of ordinary shares outstanding680.6 626.2 
Diluted EPS$(6.66)$(0.47)

Note 20: Other Operating Income (Expense), Net
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Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In millions, except option prices, ratios or as noted)
Note 17: Other operating income (expense)Operating (Income) Expense, Net
Other Operating (Income) Expense, Net, net, consisted of the following for the three and nine months ended September 30, 20212022 and 2020:

2021:
Three Months Ended September 30,
20212020
Net foreign exchange gain (loss)$427 $(3,550)
Miscellaneous (expense) income, net(4,838)3,412 
Other operating (expense), net$(4,411)$(138)
Nine Months Ended September 30,
20212020
Net foreign exchange (loss) gain$(15,387)$10,373 
Miscellaneous (expense) income, net(4,354)4,302 
Other operating (expense) income, net$(19,741)$14,675 
Three Months Ended September 30,
20222021
Net foreign exchange (gain) loss$(30.0)$(0.4)
Miscellaneous (income) expense, net3.4 4.8 
Other operating (income) expense, net$(26.6)$4.4 
Nine Months Ended September 30,
20222021
Net foreign exchange (gain) loss$(73.9)$15.4 
Miscellaneous expense (income), net9.0 4.3 
Other operating (income) expense, net$(64.9)$19.7 

Note 21:18: Segment Information
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CLARIVATE PLC
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In thousands, except share and per share data, option prices, ratios or as noted)
The Chief Executive Officer is the Company’s Chief Operating Decision Maker (“CODM”). Prior to the fourth quarter of 2020, the Company’s CODM previously assessed the Company-wide performance and allocated resources based on consolidated financial information. During the fourth quarter of 2020, in connection with the CPA Global combination, the company realigned its reporting structure and changed the manner in which the CODM allocates resources and assesses performance. The CODM organizes the Company within products lines and, as a result, 2 new operating segments were created including the Science Group and Intellectual Property Group. The CODM evaluates segment performance based primarily on revenue and segment Adjusted EBITDA, as described below. The CODM does not review assets by operating segment for the purposes of assessing performance or allocatedallocating resources.
EachAt the end of the Company’s reportablethird quarter, the Company realigned its business segments Science Groupbased on the products we offer and the markets they serve. The composition change correlates with our One Clarivate vision, to align our operations with our customer and industry verticals, to focus outside-in on our customers and the complete portfolio of solutions we can offer them. The change was effective September 30, 2022. 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. In comparison to the segments reported in our Annual Report on Form 10-K for the year ended December 31, 2021, the product groups included in the Intellectual Property Group, recognizes revenue in accordance withsegment remain unchanged. The segment realignment primarily impacted the revenue recognition policy within Note 3 - Summary of Significant Accounting Policies in the Company's Form 10-K/A2. Below is the overview of the product lines within each reportable segment.

Science: The Science segment consists ofto bifurcate between our Academic, Life SciencesA&G and Healthcare Product Lines. Both provideLS&H product groups.
Academia and Government: The A&G segment provides curated high-value, structured informationcontent, discovery solutions and consulting servicesrelated software applications that is delivered andare embedded into the workflows of our customers, which include research-intensive corporations, life science organizationslibraries, universities and universitiesresearch institutions world-wide.

Life Sciences and Healthcare: The Life Sciences and Healthcare segment serves the content and analytical needs of pharmaceutical and biotechnology companies across the drug development lifecycle, including content on discovery and preclinical research, competitive intelligence, regulatory information and clinical trials.
Intellectual Property: The Intellectual Property segment consists ofserves customers with our Patent, Trademark, Domain,patent, trademark, and IP Management Product Lines.management solutions. These Product Linessolutions help manage customer’s end-to-end portfolio of intellectual property from patents to trademarks to corporate website domains.

across the entire IP lifecycle.
Each of the twothree operating segments represent the segments for which discrete financial information is available and upon which operating results are regularly evaluated by the CODM in order to assess performance and allocate resources. The CODM evaluates performance based primarily on segment revenue and segment Adjusted EBITDA. Adjusted EBITDA represents net (loss) income before the provision for income taxes, depreciation and amortization and interest income and expense adjusted to exclude acquisition or disposal-related transaction costs, (such costs include net income from continuing operations before provision for income taxes, depreciation and amortization and interest income and expense from divestitures), losses on extinguishment of debt, stock-basedshare-based compensation, unrealized foreign currency gains/(losses), costs associated with the transition services agreement with Thomson Reuters, separation and integration costs, transformational and restructuring expenses, acquisition-related adjustments to deferred revenues costs relatedprior to our merger with Churchill Capital Corpthe adoption of FASB ASU No. 2021-08 in 2019, non-cash income/(loss) on equity and cost method investments,2021, non-operating income or expense, the impact of certain non-cash mark-to-market adjustments on financial instruments, legal settlements and other items that are included in
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Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In millions, except option prices, ratios or as noted)
net income for the period that the Company does not consider indicative of its ongoing operating performance and certain unusual items impacting results in a particular period.

Revenues, net by segment
The following table summarizes revenue by reportable segment for the periods indicated:
Three Months Ended September 30,
20212020
Science Segment$200,821 $188,701 
Intellectual Property Segment241,296 95,659 
Total Revenues$442,117 $284,360 
Nine Months Ended September 30,
20212020
Science Segment$594,380 $514,774 
Intellectual Property Segment721,812 283,678 
Total Revenues$1,316,192 $798,452 
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Academia and Government$307.1 $102.3 $951.6 $303.3 
Life Sciences and Healthcare103.6 98.5 327.7 291.1 
Intellectual Property225.0 241.3 705.2 721.8 
Total Revenues, net$635.7 $442.1 $1,984.5 $1,316.2 

Adjusted EBITDA by segment

The following table presents segment profitability and a reconciliation to net income for the periods indicated:
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Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In thousands,millions, except share and per share data, option prices, ratios or as noted)
Three Months Ended September 30,
2021
(As Restated)		2020
(As Restated)
Science Segment Adjusted EBITDA$113,771 $83,310 
Intellectual Property Segment Adjusted EBITDA76,225 24,897 
Total Adjusted EBITDA$189,996 $108,207 
(Provision) benefit for income taxes(3,770)(4,325)
Depreciation and amortization(130,683)(68,614)
Interest, net(65,194)(20,244)
Deferred revenues adjustment(72)(2,107)
Transaction related costs(16,491)(34,938)
Share-based compensation expense(10,609)(6,796)
Restructuring and impairment(7,066)(3,192)
Mark to market adjustment on financial instruments83,013 (144,753)
Other(10,700)(5,224)
Net income (loss)$28,424 $(181,986)
Dividends on preferred shares(22,431)— 
Net income (loss) attributable to ordinary shares$5,993 $(181,986)
Nine Months Ended September 30,
2021
(As Restated)		2020
(As Restated)
Science Segment Adjusted EBITDA$305,119 $226,551 
Intellectual Property Segment Adjusted EBITDA238,696 59,997 
Total Adjusted EBITDA$543,815 $286,548 
Provision for income taxes(12,240)(13,693)
Depreciation and amortization(392,513)(176,200)
Interest, net(141,156)(72,306)
Deferred revenues adjustment(4,465)(7,421)
Transaction related costs(7,473)(70,154)
Share-based compensation expense(107,767)(31,121)
Restructuring and impairment(125,685)(26,792)
Mark to market adjustment on financial instruments113,207 (224,175)
Other(24,817)(1,586)
Net loss$(159,094)$(336,900)
Dividends on preferred shares(22,431)— 
Net loss attributable to ordinary shares$(181,525)$(336,900)
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Academia and Government$124.1 $59.7 $351.5 $169.0 
Life Sciences and Healthcare41.5 32.2 125.4 92.3 
Intellectual Property106.0 98.1 331.4 282.5 
Total Adjusted EBITDA$271.6 $190.0 $808.3 $543.8 
Provision for income taxes(22.1)(3.7)(48.9)(12.2)
Depreciation and amortization(169.7)(130.7)(521.7)(392.6)
Interest expense and amortization of debt discount, net(71.5)(65.3)(193.3)(141.2)
Mark to market gain (loss) on financial instruments(1)
53.3 83.0 202.7 113.2 
Deferred revenues adjustment(2)
(0.3)(0.1)(0.9)(4.5)
Transaction related costs(3)
3.7 (16.4)(8.1)(7.4)
Share-based compensation expense(20.8)(10.6)(79.9)(107.7)
Restructuring and impairment(4)
(26.0)(7.1)(56.9)(125.7)
Goodwill impairment(4,448.6)— (4,448.6)— 
Other(5)
14.9 (10.7)63.7 (24.8)
Net (loss) income$(4,415.5)$28.4 $(4,283.6)$(159.1)
Dividends on preferred shares(18.9)(22.4)(56.3)(22.4)
Net (loss) income attributable to ordinary shares$(4,434.4)$6.0 $(4,339.9)$(181.5)
(1) Reflects mark-to-market adjustments on financial instruments under ASC 815, Derivatives and Hedging. Warrant instruments that do not meet the criteria to be considered indexed to an entity's own stock shall be initially classified as a liability at their estimated fair values, regardless of the likelihood that such instruments will ever be settled in cash. In periods subsequent to issuance, changes in the estimated fair value of the liabilities are reported through earnings.
(2) Reflects the deferred revenues adjustment made as a result of purchase accounting prior to the adoption of ASU No. 2021-08, "Accounting for Contract Assets and Contract Liabilities from Contracts with Customers". 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. The nine months ended September 30, 2021 period also includes the mark-to-market adjustment gains on the contingent stock consideration associated with the CPA Global and DRG acquisitions.
(4) Primarily reflects costs related to restructuring and impairment associated with One Clarivate, ProQuest and CPA Global Programs. Refer to Note 21 - Restructuring and Impairment for further information.
(5) Includes primarily the net impact of foreign exchange gains and losses related to the re-measurement of balances and other items that do not reflect our ongoing operating performance.

Note 22:19: Commitments and Contingencies
The Company does not have any recorded or unrecorded guarantees of the indebtedness of others.
Lawsuits and Legal Claims
The Company is engaged in various legal proceedings, claims, audits and investigations that have arisen in the ordinary course of business. These matters may include among others, antitrust/competition claims, intellectual property infringement claims, employment matters and commercial matters. The outcome of all of the matters against the Company is subject to future resolution, including the uncertainties of litigation.
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CLARIVATE PLC
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In thousands, except share and per share data, option prices, ratios or as noted)

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 $69,000,approximately $55, which includes estimated legal costs and accrued interest. As of September 30, 2021, information was evaluated that led us to conclude that it is probable that insurance will cover the legal expenses related to one of our larger legal claims and a loss recovery asset of $2,290 was recorded, half within the Other current assets line item and half within the Other non-current assets line item within the Condensed Consolidated Balance Sheet. To date, $147 of the loss recovery asset has been recognized, $130 in relation to the Other current assets line item and $17 in relation to the Other non-current assets line item in the Condensed Consolidated Balance Sheet. The recorded probable loss is an estimate and the actual costs arising from our
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Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In millions, except option prices, ratios or as noted)
litigation could be materially lower or higher. We do not expect the outcome of such proceedings to have a material adverse effect on our results of operations or financial condition. We have and will continue to vigorously defend ourselves against these claims. We maintain appropriate levels of insurance, thatwhich we expect isare likely to provide coverage for some of these liabilities or other losses that may arise from these litigation matters.

Warrant Liabilities
Under Accounting Standards Codification 815, DerivativesBetween January and Hedging, ("ASC 815"), warrant instrumentsMarch 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 do not meetthere were weaknesses in the criteriaCompany’s internal controls over financial reporting and financial reporting procedures that it failed to be considered indexed todisclose 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 entity's own stock shall be initially classified as a liability at their estimated fair values, regardlesserror 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 likelihoodCompany’s previously issued financial statements; the amended complaint also alleges that such instruments will ever be settledthe 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 cash. In periods subsequent to issuance, changesPennsylvania state court in the estimated fair valueCourt 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 liabilitiesproceedings, we are reported through earnings.unable to estimate the reasonably possible loss or range of loss, if any, arising from these matters.
Contingent Liabilities
In conjunction with the acquisition of Publons, the Company agreed to pay former shareholders up to an additional $9,500 through 2020. Amounts payable were contingent upon Publons’ achievement of certain milestones and performance metrics. As a result of Publons achieving the first tier of milestones and performance metrics during 2020, the earn-out was settled at that time. As such, the Company had an outstanding liability of $0 related to the estimated fair value of this contingent consideration as of December 31, 2020.
In conjunction with the acquisition of Kopernio, the Company paid former shareholders $2,184 during the nine months ended September 30, 2020, due to the achievement of certain milestones and performance metrics. As a result of the payment, no further obligations exist as of December 31, 2020.
In conjunction with the acquisition of TrademarkVision, the Company agreed to pay former shareholders a potential earn-out dependent upon achievement of certain milestones and financial performance metrics through 2020. Amounts payable were contingent upon TrademarkVision’s achievement of certain milestones and performance metrics. During the nine months ended September 30, 2020, the Company paid $8,000 of the contingent purchase price to complete the earn-out. Due to the earn-out being settled during 2020, the outstanding liability as of December 31, 2020 was $0.
In conjunction with the acquisition of DRG, the Company agreed to pay up to 2,895,6382.9 million shares as contingent stock consideration, valued at $58,897$58.9 on the closing date of the acquisition. See Note 4 - Business Combinations for more information on the contingent stock consideration. 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 2,895,6382.9 million shares as per the purchase agreement for the acquisition of DRG for a total of $61,619$61.6 which was satisfied. The issuance of these shares represents a non-cash financing activity on the statementCondensed Consolidated Statement of cash flows.Cash Flows.
In conjunction with the acquisition of CPA Global, the Company agreed to pay up to 1,500,0001.5 million shares as contingent stock consideration, valued at $46,485$46.5 on the closing date of the acquisition. See Note 4 - Business Combinations for more information on the contingent stock consideration. 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 1,500,0001.5 million shares as per the purchase agreement for the acquisition of CPA Global related to a hold-back clause for a total of $43,890$43.9 which was satisfied. The issuance of these shares represents a non-cash financing activity on the statement of cash flows.

As of September 30, 2022 and December 31, 2021, there were no outstanding contingent liabilities.

Note 20: Related Party Transactions
One of our independent directors has an immediate family member who is a member of management for one of our customers. The Company recognized net revenues of $(0.1) and $0.3 for the three months ended September 30, 2022 and 2021, respectively, and $1.2 and $0.8 during the nine months ended September 30, 2022 and 2021, respectively, from this customer and had $0.8 receivables outstanding as of September 30, 2022 and $0.1 outstanding as of December 31, 2021.
One of our independent directors is also a director on the board of one of Clarivate’s customers. The Company recognized net revenues of $0.1 and $0.4 during the three and nine months ended September 30, 2022, respectively, from this customer and had $0.1 of receivables outstanding as of September 30, 2022.
Our Chief Executive Officer is also a director on the board of one of Clarivate’s vendors. The Company incurred expenses of $0.2 and $0.6 during the three and nine months ended September 30, 2022, respectively, associated with this vendor and had $0.4 of outstanding liability as of September 30, 2022.
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Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In thousands,millions, except share and per share data, option prices, ratios or as noted)

ProQuest Acquisition Contingent Fees

Upon consummation of the acquisition of ProQuest, which we announced on May 17, 2021, the Company agreed to pay 46,910,923 of our ordinary shares to the sellers to fund a portion of the estimated purchase price.

Additionally, certain payments are contingent upon the consummation of the ProQuest acquisition, including $25,336 associated with the discount on debt for the underwriter's fee, which once incurred, will be netted against the balance of funds received, as well as $83,250 of transaction-related fees.

MCPS Dividends

As noted in Note 16 - 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 16 - Shareholders’ Equity for further details.


Note 23: Related Party and Former Parent Transactions
The Company had an outstanding liability of $9 and $4 to Onex as of September 30, 2021 and December 31, 2020, respectively.
In connection with the 2016 Transaction, Bidco and a subsidiary of the Former Parent entered into the Transition Service Agreement, which became effective on October 3, 2016, pursuant to which such subsidiary of the Former Parent will, or will cause its affiliates and/or third-party service providers to, provide Bidco, its affiliates and/or third-party service providers with certain technology, facilities management, human resources, sourcing, financial, accounting, data management, marketing and other services to support the operation of the IP&S business as an independent company. Such services are provided by such subsidiary of the Former Parent or its affiliates and/or third-party service providers for various time periods and at various costs based upon the terms set forth in the Transition Service Agreement.
Two controlled affiliates of Baring are vendors of ours. Total expenses incurred for these vendors were $207 and $259 for the three months ended September 30, 2021 and 2020, respectively, and $675 and $519 for the nine months ended September 30, 2021 and 2020, respectively. The Company had an outstanding liability of $150 and $237 as of September 30, 2021 and December 31, 2020, respectively.
A controlled affiliate of Onex is a customer of ours. The net revenue from this customer during the period was $395 and $600 for the three months ended September 30, 2021 and 2020, respectively, and $1,203 and $1,536 for the nine months ended September 30, 2021 and 2020, respectively. The Company had an outstanding receivables of $745 and $0 as of September 30, 2021 and December 31, 2020.
Three controlled affiliates of Leonard Green & Partners, L.P. are customers of ours. The net revenue from these customers during the period was $32, $9,945 and $55 for the three months ended September 30, 2021 and $95, $30,591 and $125 for the nine months ended September 30, 2021. The Company had an outstanding receivable of $0, $69,431 and $0 as of September 30, 2021 and $31, $54,656 and $264 as of December 31, 2020. These customers were not a related party for the three and nine months ended September 30, 2020.
Three controlled affiliates of Leonard Green & Partners, L.P. are vendors of ours. Total expenses incurred for these vendors were $346, $7,573 and $2,096 for the three months ended September 30, 2021 and $974, $23,058 and $4,077 for the nine months ended September 30, 2021. The Company had an outstanding liability of $13, $0 and $0 as of September 30, 2021 and $0, $0 and $1,995 as of December 31, 2020. These vendors were not a related party for the three and nine months ended September 30, 2020.
One of our independent directors has an immediate family member who is a member of management within one of Clarivate’s customers. Total revenue from the Customer was $273 and $546 for the three months ended September 30, 2021 and 2020, respectively, and $772 and $1,075 for the nine months ended September 30, 2021 and 2020, respectively. The Company had $0 and $100 outstanding receivables as of September 30, 2021 and December 31, 2020, respectively.
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Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In thousands, except share and per share data, option prices, ratios or as noted)
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 the Clarivate ordinary shares beneficially owned by LGP and certain other existing shareholders. Under the agreement, Capri contributed 177,206,779177.2 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��sClarivate’s ordinary shares and the issuance of the new ordinary shares to Capri were exempt from the registration requirements of the Securities Act under Section 4(a)(2) thereof. Pursuant to authority granted to Clarivate by shareholders at its 2021 Annual General Meeting, following its acquisition of Newco, Clarivate purchased the ordinary shares held by Newco for a nominal price and then canceled such shares. This was a non-cash financing transaction that had a net immaterial impact on the Condensed Consolidated Financial Statements.
On December 1, 2021, Clarivate closed its acquisition of ProQuest from CIG, Atairos and certain other equity holders (the "Seller Group"). The aggregate consideration included $1,094.9 from the issuance of 46.9 million ordinary shares to the Seller Group. As part of the acquisition, and as a result, CIG is a related party to Clarivate. Clarivate assumed a Finance lease in which CIG is the Lessor as part of the acquisition. For the three and nine months ended September 30, 2022, interest expense of $0.3 and $0.9, respectively, and amortization of the Finance lease right of use asset ("ROU") of $2.2 and $9.9, respectively, is reflected in the Condensed Consolidated Statements of Operations. The Finance lease ROU asset of $7.2 is presented within Property, Plant, and Equipment (see Note 7 - Property and Equipment, Net) and the corresponding lease liability of $29.3 is treated as an item of indebtedness (see Note 11 - Debt) within the Condensed Consolidated Balance Sheet.

Note 24:21: Restructuring and Impairment
During 2020 and 2019, we engaged a strategic consulting firm to assist us in optimizing our structure and cost base. As a result, we have implemented several cost-saving and margin improvement programs designed to generate substantial incremental cash flow including the Operation, Simplification and Optimization Program, the DRG Acquisition Integration Program, the CPA Global Acquisition Integration and Optimization Program, and most recently the One Clarivate Program. In connection with the CPA Global Acquisition restructuring program, a social plan was entered into in Belgium. Liabilities for non-retirement post-employment benefits that fall under ASC 712 are recognized when the severance liability was determined to be probable of being paid and reasonably estimable.
Operation Simplification and Optimization Program
During the fourth quarter of 2019, the Company approved restructuring actions designed to streamline our operations by simplifying our organization and focusing on two segments in planned phases. Restructuring charges included actions to reduce operational costs. Components of the pre-tax charges include $888 and $472 in severance costs and $(18) and $1,361 in other costs incurred during the three months ended September 30, 2021 and 2020, respectively. Costs incurred during the nine months ended September 30, 2021 and 2020 include $2,112 and $11,911 in severance costs and $393 and $10,198 in other costs. The Science and IP segments incurred $299 and $571 of the expense, respectively, during the three months ended September 30, 2021 and $873 and $1,631 during the nine months ended September 30, 2021, respectively. The table below summarizes the activity related to the restructuring reserves across each of Clarivate's cost-saving's programs.
DRG Acquisition Integration Program
During the second quarter of 2020, the Company approved restructuring actions designed to eliminate duplicative costs following the acquisition of DRG in planned phases. Restructuring charges included actions to reduce operational costs. Components of the pre-tax charges include $(43) and $1,210 in severance costs and $0 and $149 in other costs incurred during the three months ended September 30, 2021 and 2020, respectively. Costs incurred during the nine months ended September 30, 2021 and 2020 include $384 and $4,522 in severance costs and $75 and $161 in other costs. The Science and IP segments incurred $(15) and $(28) of the expense, respectively, during the three months ended September 30, 2021 and $162 and $298 during the nine months ended September 30, 2021, respectively. The table below summarizes the activity related to the restructuring reserves across each of Clarivate's cost-saving's programs.

CPA Global Acquisition Integration and Optimization Program
During the fourth quarter of 2020, the Company approved restructuring actions designed to eliminate duplicative costs following the acquisition of CPA Global and to streamline our operations simplifying our organization and reducing our leasing portfolio. Restructuring charges included actions to reduce operational costs. Components of the pre-tax charges include $$(8,505) and $0 in severance costs and $2,634 and $0 in other costs incurred during the three months ended September 30, 2021 and 2020, respectively. Costs incurred during the nine months ended September 30, 2021 and 2020 include $36,293 and $0 in severance costs and $72,170 and $0 in other costs. The Science and IP segments incurred $1,105 and $1,580 of the expense, respectively, during the three months ended September 30, 2021 and $37,280 and $67,486 during the nine months ended September 30, 2021. The table below summarizes the activity related to the restructuring reserves across each of Clarivate's cost-saving's programs.
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Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In thousands, except share and per share data, option prices, ratios or as noted)
One Clarivate Program
During the second quarter 2021, the Company approved a restructuring actionsplan to streamline operations within targeted areas of the Company. The program willis expected to result in a reduction in operational costs, with the primary cost savings driver being from a reduction in workforce. Components of the pre-tax charges include $10,071$2.6 and $0$10.1 in severance costs and $1,731$0.0 and $0$1.7 in other costs incurred during the three months ended September 30, 2022 and 2021, respectively. Costs incurred during the nine months ended September 30, 2022 and 2021 include $13.7 and $12.1 in severance costs and $0.1 and $1.7 in other costs respectively. The Academia and Government, Life Science and Healthcare, and Intellectual Property Segments incurred $1.6, $0.4, and $0.6 of the expense, respectively, during the three months ended September 30, 2022 and $7.8, $2.4, and $3.6, respectively, during the nine months ended September 30, 2022. The Academia and Government, Life Science and Healthcare, and Intellectual Property Segments incurred $4.1, $2.3, and $5.4 of the expense, respectively, during the three months ended September 30, 2021 and $5.1, $2.6, and $6.1 during the nine months ended September 30, 2021.
ProQuest Acquisition Integration Program
During the fourth quarter 2021, the Company approved a restructuring plan to streamline operations within targeted areas of the Company. The program is expected to result in a reduction in operational costs, with the primary cost savings driver being from a reduction in workforce. Components of the pre-tax charges include $6.6 and $18.6 in severance costs and $16.5 and $24.6 in other costs incurred during the three and nine months ended September 30, 2022, respectively.The Academia and Government, Life Science and Healthcare, and Intellectual Property Segments incurred $12.5, $3.3, and $7.3 of the expense, respectively, during the three months ended September 30, 2022 and $23.8, $6.2, and $13.2, respectively, during the nine months ended September 30, 2022.
Other Restructuring Programs
During 2020 and the fourth quarter 2019, we engaged a strategic consulting firm to assist us in optimizing our structure and cost base. As a result, we implemented several cost-saving and margin improvement programs designed to generate substantial incremental cash flows including the Operation Simplification and Optimization Program, the DRG Acquisition Integration Program and the CPA Global Acquisition Integration and Optimization Program. The costs associated with these programs were substantially complete as of September 30, 2022. Components of the pre-tax charges include$0.2 and $(7.7) in severance costs and $0.2 and $2.6 in other costs incurred during the three months ended September 30, 2022 and 2021, respectively. Costs incurred during the nine months ended September 30, 20212022 and 20202021 include $(0.5) include $12,115 and $0$38.8 in severance costs and $1,731 and $0 in other costs. The Science and IP segments incurred $4,271 and $7,532 of the expense, respectively, during the three months ended September 30, 2021 and $4,978 and $8,869 during the nine months ended September 30, 2021. The table below summarizes the activity related to the restructuring reserves across each of Clarivate's cost-saving's programs.
Restructuring ProgramsSeverance and Related Benefit Costs
(As Restated)
Costs Associated with Exit and Disposal Costs (1)
Total
(As Restated)
Reserve Balance as of December 31, 2019$9,506 $— $9,506 
Expenses recorded6,574 1,180 7,754 
Payments made(6,647)— (6,647)
Reserve Balance as of March 31, 20209,433 1,180 10,613 
Expenses recorded8,177 7,669 15,846 
Payments made(5,549)(199)(5,748)
Asset Impairment Charge— (4,908)(4,908)
Reserve Balance as of June 30, 2020$12,061 $3,742 $15,803 
Expenses recorded1,682 1,510 3,192 
Payments made(3,952)(2,592)(6,544)
Asset Impairment Charge— — — 
Reserve Balance as of September 30, 2020$9,791 $2,660 $12,451 
Reserve Balance as of December 31, 2020$25,712 $4,475 $30,187 
Expenses recorded(2)
22,236 45,659 67,895 
Payments made(15,926)(1,111)(17,037)
Asset Impairment Charge(1,409)(40,806)(42,215)
Reserve Balance as of March 31, 2021$30,613 $8,217 $38,830 
Expenses recorded(2)
26,257 24,467 50,724 
Payments made(10,686)(2,196)(12,882)
Asset Impairment Charge— (20,584)(20,584)
Reserve Balance as of June 30, 2021$46,184 $9,904 $56,088 
Expenses recorded(2)
2,692 4,373 7,066 
Payments made(3)
(13,749)(1,973)(15,722)
Asset Impairment Charge— (812)(812)
Reserve Balance as of September 30, 2021$35,127 $11,493 $46,620 
(1) Relates primary to lease exit costs and legal and advisory fees.
(2) Expenses include the acceleration of phantom equity awards under the CPA Global Equity Plan that were held by employees whose employment was involuntarily terminated. These expenses will be paid in cash and are accounted for as a liability award. See Note 2 - Basis of Presentation for more information
(3) Severance and related benefit cost payments includes $(3,394) of non-cash adjustments, primarily related to the acceleration of stock based compensation awards.
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Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In thousands,millions, except share and per share data, option prices, ratios or as noted)
severance costs, respectively, and $0.5 and $72.7 in other costs, respectively. The Academia and Government, Life Science and Healthcare, and Intellectual Property Segments incurred $0.2, $0.0, and $0.2 of the expense, respectively, during the three months ended September 30, 2022 and $0.1, $(0.1), and $0.0 during the nine months ended September 30, 2022. The Academia and Government, Life Science and Healthcare, and Intellectual Property Segments incurred $(0.8), $(0.2), and $(4.1) of the expense, respectively, during the three months ended September 30, 2021 and $22.8, $24.4, and $64.3, respectively, during the nine months ended September 30, 2021.
The table below summarizes the activity related to the restructuring reserves across each of Clarivate's cost-saving programs.
Restructuring ProgramsSeverance and Related Benefit Costs
Costs Associated with Exit and Disposal Costs(1)
Total
Reserve Balance as of December 31, 2021$28.3 $0.7 $29.0 
Expenses recorded(2)
10.3 1.4 11.7 
Payments made(23.7)(0.5)(24.2)
Noncash items(0.1)0.5 0.4 
Reserve Balance as of March 31, 2022$14.8 $2.1 $16.9 
Expenses recorded(2)
12.1 7.1 19.2 
Payments made(10.9)(2.2)(13.1)
Noncash items(2.5)(5.9)(8.4)
Reserve Balance as of June 30, 2022$13.5 $1.1 $14.6 
Expenses recorded9.3 16.7 26.0 
Payments made(9.0)(0.3)(9.3)
Noncash items(1.1)(17.2)(18.3)
Reserve Balance as of September 30, 2022$12.7 $0.3 $13.0 
Reserve Balance as of December 31, 2020$25.7 $3.8 $29.5 
Expenses recorded(2)
22.2 45.7 67.9 
Payments made(15.9)(4.2)(20.1)
Noncash items(1.4)(40.9)(42.3)
Reserve Balance as of March 31, 2021$30.6 $4.4 $35.0 
Expenses recorded(2)
26.2 24.5 50.7 
Payments made(10.6)(22.8)(33.4)
Asset Impairment Charge— (2.7)(2.7)
Reserve Balance as of June 30, 2021$46.2 $3.4 $49.6 
Expenses recorded2.7 4.4 7.1 
Payments made(13.7)(2.0)(15.7)
Asset Impairment Charge— (0.8)(0.8)
Reserve Balance as of September 30, 2021$35.2 $5.0 $40.2 
(1) Relates primarily to lease exit costs and legal and advisory fees. Certain prior period amounts were revised for both the three months ended March 31, 2021 and June 30, 2021 to properly reflect certain cash payments previously omitted or classified as Noncash items.
(2) Expenses include the acceleration of phantom equity awards under the CPA Global Equity Plan that were held by employees whose employment was involuntarily terminated. These expenses will be paid in cash and are accounted for as a liability award.
The following table is a summary of charges incurred related to the Company's restructuring programs for the three and nine months ended September 30, 20212022 and 20202021.
Three Months Ended September 30,
2021
(As Restated)		2020
Severance and related benefit costs(1)
$2,692 $1,682 
Costs associated with exit and disposal activities (2)
3,369 655 
Costs associated with lease exit costs including impairment (3)
1,005 855 
Total restructuring and impairment$7,066 $3,192 
Nine Months Ended September 30,
2021
(As Restated)		2020
Severance and related benefit costs(1)
$51,185 $16,433 
Costs associated with exit and disposal activities (2)
5,602 4,596 
Costs associated with lease exit costs including impairment (3)
68,898 5,763 
Total restructuring and impairment$125,685 $26,792 
 (1) Expenses include the acceleration of phantom equity awards under the CPA Global Equity Plan that were held by employees whose employment was involuntarily terminated. These expenses will be paid in cash and are accounted for as a liability award. See Note 2 - Basis of Presentation for more information
  (2) Relates primarily to contract exit costs, legal and advisory fees.
  (3) Relates primary to lease exit costs.
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Note 25: Restatement of Prior Period Financial Statements

Subsequent to the original issuance of its Consolidated Financial Statements, the Company identified certain errors in its historical annual Consolidated Financial Statements, related to the accounting treatment of warrants. As such, the restated audited Consolidated Financial Statements for the years ended December 31, 2020 and 2019, and the unaudited interim Condensed Consolidated Financial Statements for the quarterly periods within these years commencing with the second quarter of 2019, are defined as the “Restated Periods."

See Note 2 - Basis of Presentation, Note 26 - Quarterly Financial Data, and Note 28 - Restatement of Previously Issued Financial Statements, to the Consolidated Financial Statements in the Amendment No. 2 ("10-K Amendment No. 2") to the Form 10-K for the year ended December 31, 2020.

The Company previously restated the accompanying interim Condensed Consolidated Financial Statements as of and for the quarter ended September 30, 2020 to correct for the impact of the misstatements. The applicable notes to the accompanying financial statements have also been corrected to reflect the impact of the restatement. Below, we have presented a reconciliation from the "As Originally Reported" to the "As Restated" amounts for each of our interim Condensed Consolidated Financial Statements as of and for the three and nine months ended September 30, 2020. The amounts "As Originally Reported" are from the "As Originally Reported" amounts as disclosed in Note 26 - Quarterly Financial Data in the 10-K Amendment No. 2.

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Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In thousands,millions, except share and per share data, option prices, ratios or as noted)
Three Months Ended September 30,
20222021
Severance and related benefit costs$9.3 $2.7 
Costs associated with exit and disposal activities(1)
0.1 3.4 
Costs associated with lease exit costs including impairment(2)
16.6 1.0 
Total restructuring and impairment$26.0 $7.1 
Nine Months Ended September 30,
20222021
Severance and related benefit costs$31.8 $51.2 
Costs associated with exit and disposal activities(1)
2.1 5.6 
Costs associated with lease exit costs including impairment(2)
23.0 68.9 
Total restructuring and impairment$56.9 $125.7 
(1) Relates primarily to contract exit costs, legal and advisory fees.
(2) Relates primarily to lease exit costs.

Lease Impairments
The Company is filing this Amendment No. 1 ("Amendment No.1")evaluates long-lived assets for indicators of impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company considers a triggering event to have occurred upon exiting a facility if the expected undiscounted cash flows for the sublease period are less than the carrying value of the Form 10-Q/A to amend our Quarterly Report on Form 10-Q forassets group. An impairment charge is recorded in the period ended September 30, 2021, filedexcess of each operating lease ROU asset's carrying amount over its estimated fair value. In connection with the SEC on October 28, 2021 (the “Original Form 10-Q"),Company's digital workplace transformation initiative to restate our Condensed Consolidated Financial Statements and related footnote disclosures asenable colleagues to work remotely, the Company ceased the use of and forselect leased sites during the three and nine months ended September 30, 2022 and 2021. See Note 27 - Restatement of Previously Issued Financial Statements, for additional information relatedAs a result, the Company recorded a non-cash impairment charge to the restatement, including descriptions of the misstatementsrestructuring and the impacts to previously reported financial information.
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Notes toimpairment within the Condensed Consolidated Financial Statements (Unaudited)
(In thousands, except share and per share data, option prices, ratios or as noted)
Interim Condensed Consolidated Statements of Operations (Unaudited)
Three months ended September 30, 2020
As Originally ReportedReclassification (a)Restatement ImpactsRestatement ReferenceAs Reclassified and Restated
Revenues, net$284,360 $— $— $284,360 
Operating expenses:
Cost of revenues(91,805)(1,749)— (93,554)
Selling, general and administrative costs(91,319)(40,207)— (131,526)
Share-based compensation expense(6,796)6,796 — — 
Depreciation(2,918)— — (2,918)
Amortization(65,696)— — (65,696)
Transaction expenses(34,938)34,938 — — 
Transition, integration and other related expenses(222)222 — — 
Restructuring and impairment(3,192)— — (3,192)
Other operating income, net(138)— — (138)
Total operating expenses(297,024)— — (297,024)
Loss from operations(12,664)— — (12,664)
Mark to market on financial instruments— — (144,753)(b)(144,753)
Loss before interest expense and income tax(12,664)— (144,753)(157,417)
Interest expense and amortization of debt discount, net(20,244)— — (20,244)
Loss before income tax(32,908)— (144,753)(b)(177,661)
Provision for income taxes(4,325)— — (4,325)
Net loss$(37,233)$— $(144,753)(b)$(181,986)
Per share:
Basic and diluted$(0.10)$(0.37)$(0.47)
Weighted average shares used to compute earnings per share:
Basic and diluted387,845,438 387,845,438 387,845,438 
(a) Reclassifications - The reclassifications are needed to conform to the current financial statement line items on the Condensed Consolidated Statements of Operations.
(b) Mark to market adjustment on financial instruments - The correction of these misstatements resulted in an adjustment of $144,753 that was recorded through the Statement of Operations increasingbased on the Net lossestimate of future recoverable cash flows of $16.1 and $0.8 for the three months ended September 30, 2020.
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Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In thousands, except share and per share data, option prices, ratios or as noted)
Interim Condensed Consolidated Statements of Operations (Unaudited)
Nine Months Ended September 30, 2020
As Originally ReportedReclassification (a)Restatement ImpactsRestatement ReferenceAs Reclassified and Restated
Revenues, net$798,452 $— $— $798,452 
Operating expenses:
Cost of revenues(265,063)(3,551)— (268,614)
Selling, general and administrative costs(266,749)(101,498)— (368,247)
Share-based compensation expense(31,121)31,121 — — 
Depreciation(8,151)— — (8,151)
Amortization(168,049)— — (168,049)
Transaction expenses(70,154)70,154 — — 
Transition, integration and other related expenses(3,774)3,774 — — 
Restructuring and impairment(26,792)— — (26,792)
Other operating income, net14,675 — — 14,675 
Total operating expenses(825,178)— — (825,178)
Loss from operations(26,726)— — (26,726)
Mark to market on financial instruments— — (224,175)(b)(224,175)
Loss before interest expense and income tax(26,726)— (224,175)(250,901)
Interest expense and amortization of debt discount, net(72,306)— — (72,306)
Loss before income tax(99,032)— (224,175)(b)(323,207)
Provision for income taxes(13,693)— — (13,693)
Net loss$(112,725)$— $(224,175)(b)$(336,900)
Per share:
Basic and diluted$(0.31)$(0.61)$(0.91)
Weighted average shares used to compute earnings per share:
Basic and diluted369,019,802 369,019,802 369,019,802 
2021, respectively,
and $22.3
(a) Reclassifications - The reclassifications are needed to conform to the current financial statement line items on the Condensed Consolidated Statements of Operations.
(b) Mark to market adjustment on financial instruments - The correction of these misstatements resulted in an adjustment of $224,175 that was recorded through the Statement of Operations, increasing the Net loss and $51.0 for the nine months ended September 30, 20202022.

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Notes to and 2021, respectively. Additionally, the Condensed Consolidated Financial Statements (Unaudited)
(In thousands, except shareCompany incurred $0.0 and per share data, option prices, ratios or as noted)
Interim Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

$0.2
Three months ended September 30, 2020
As Originally ReportedRestatement ImpactsAs Restated
Net loss$(37,233)(144,753)$(181,986)
Other comprehensive income (loss), net of tax:
Interest rate swaps1,092 — 1,092 
Defined benefit pension plans, net of tax(15)— (15)
Foreign currency translation adjustment9,359 — 9,359 
Total other comprehensive loss, net of tax10,436 — 10,436 
Comprehensive loss$(26,797)$(144,753)$(171,550)
Nine Months Ended September 30, 2020
As Originally ReportedRestatement ImpactsAs Restated
Net loss$(112,725)$(224,175)$(336,900)
Other comprehensive income (loss), net of tax:
Interest rate swaps(2,052)— (2,052)
Defined benefit pension plans, net of tax(57)— (57)
Foreign currency translation adjustment1,795 — 1,795 
Total other comprehensive loss, net of tax(314)— (314)
Comprehensive loss$(113,039)$(224,175)$(337,214)

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Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In thousands, except share and per share data, option prices, ratios or as noted)
Interim Condensed Consolidated Statement of Changes in Equity (Unaudited)
Share CapitalAccumulated
Other
Comprehensive
Income (Loss)		Accumulated
Deficit		Total
Shareholders’
 Equity
Restatement ReferenceSharesAmount
Balance at December 31, 2019306,874,115 $2,144,372 $(4,879)$(890,894)$1,248,599 
Adjustment to opening Accumulated deficit related to adoption of ASC Topic 326— — — (9,319)(9,319)
Exercise of public warrants (As Restated)28,880,098 277,526 — — 277,526 
Exercise of stock options3,715,455 1,182 — — 1,182 
Vesting of restricted stock units169,842 — — — — 
Shares returned to the Company for net share settlements(2,301,458)(10,302)— — (10,302)
Issuance of ordinary shares, net27,600,000 539,714 — — 539,714 
Share-based award activity— 16,384 — — 16,384 
Net loss (As Restated)(c)— — — (129,633)(129,633)
Other comprehensive income (loss)— — (8,470)— (8,470)
Balance at March 31, 2020 (As Restated)(c)364,938,052 2,968,876 (13,349)(1,029,846)1,925,681 
Exercise of stock options3,723,332 — — — — 
Vesting of restricted stock units2,528 — — — — 
Shares returned to the Company for net share settlements(2,311,293)(15,118)— — (15,118)
Issuance of ordinary shares, net20,982,500 304,030 — — 304,030 
Share-based award activity— 4,322 — — 4,322 
Net loss (As Restated)(c)— — — (25,281)(25,281)
Other comprehensive income (loss)— — (2,280)— (2,280)
Balance at June 30, 2020 (As Restated)(c)387,335,119 3,262,110 (15,629)(1,055,127)2,191,354 
Exercise of stock options4,068,307 125 — — 125 
Vesting of restricted stock units2,459 — — — — 
Shares returned to the Company for net share settlements(2,184,918)(3,136)— — (3,136)
Share-based award activity— 5,520 — — 5,520 
Net loss (As Restated)(c)— — — (181,986)(181,986)
Other comprehensive income (loss)— — 10,436 — 10,436 
Balance at September 30, 2020 (As Restated)(c)389,220,967 $3,264,619 $(5,193)$(1,237,113)$2,022,313 
(c) The correction of these misstatements include the mark to market adjustment on financial instruments. The correction of these misstatements resulted in an adjustment of $144,753 and $224,175 forlease termination fees during the three months ended September 30, 2022and 2021, respectively, and $0.4 and $3.3 during the nine months ended September 30, 2020, respectively, that was recorded through the Statement of Operations, increasing the Net (loss).2022 and 2021, respectively.

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Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In thousands, except share and per share data, option prices, ratios or as noted)

Interim Condensed Consolidated Statement of Cash Flows (Unaudited)

Nine months ended September 30, 2020
As Originally ReportedRestatement ImpactsAs Restated
Cash Flows From Operating Activities
Net loss$(112,725)$(224,175)$(336,900)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization176,200 — 176,200 
Bad debt expense1,830 — 1,830 
Gain on sale of line of business(1,052)(1,052)
Restructuring and impairment4,880 — 4,880 
Gain on foreign currency forward contracts(2,903)— (2,903)
Deferred income tax benefit(7,420)— (7,420)
Share-based compensation26,344 — 26,344 
Mark to market adjustment on contingent and phantom shares (1)
30,839 — 30,839 
Mark to market adjustment on financial instruments (As Restated)— 224,175 224,175 
Deferred finance charges3,140 — 3,140 
Other operating activities(3,902)— (3,902)
Changes in operating assets and liabilities:
Accounts receivable129,398 — 129,398 
Prepaid expenses(13,335)— (13,335)
Other assets62,818 — 62,818 
Accounts payable(8,394)— (8,394)
Accrued expenses and other current liabilities(65,062)— (65,062)
Deferred revenues(93,926)— (93,926)
Operating lease right of use assets5,826 — 5,826 
Operating lease liabilities(6,611)— (6,611)
Other liabilities2,077 — 2,077 
Net cash provided by operating activities128,022 — 128,022 
Cash Flows From Investing Activities
Capital expenditures(78,597)— (78,597)
Acquisitions, net of cash acquired(885,323)— (885,323)
Acquisition of intangible assets(5,982)— (5,982)
Proceeds from sale of product line, net of restricted cash3,751 — 3,751 
Net cash used in investing activities(966,151)— (966,151)
Cash Flows From Financing Activities
Principal payments on term loan(9,450)— (9,450)
Repayments of revolving credit facility(65,000)— (65,000)
Payment of debt issuance costs(5,267)— (5,267)
Contingent purchase price payment(4,115)— (4,115)
Proceeds from issuance of debt360,000 — 360,000 
Proceeds from issuance of ordinary shares843,752 — 843,752 
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Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In thousands, except share and per share data, option prices, ratios or as noted)
Proceeds from warrant exercises277,526 — 277,526 
Proceeds from stock options exercised1,307 — 1,307 
Payments related to tax withholding for stock-based compensation(28,674)— (28,674)
Net cash provided by (used in) financing activities1,370,079 — 1,370,079 
Effects of exchange rates(6,447)— (6,447)
Net increase in cash and cash equivalents, and restricted cash525,503 — 525,503 
Beginning of period:
Cash and cash equivalents76,130 — 76,130 
Restricted cash9 — 9 
Total cash and cash equivalents, and restricted cash, beginning of period76,139 — 76,139 
Cash and cash equivalents, and restricted cash, end of period601,642 — 601,642 
End of period:
Cash and cash equivalents601,075 — 601,075 
Restricted cash567 — 567 
Total cash and cash equivalents, and restricted cash, end of period$601,642 $— $601,642 
Supplemental Cash Flow Information
Cash paid for interest$61,796 $— $61,796 
Cash paid for income tax$20,147 $— $20,147 
Capital expenditures included in accounts payable$922 $— $922 
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Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In thousands, except share and per share data, option prices, ratios or as noted)
Note 26:22: Subsequent Events
On October 14, 2021,31, 2022, the Company’s boardCompany completed the sale of directors approvedMarkMonitor and expects to recognize a pre-tax gain from the extensionsale. Concurrent with the sale, the Company made a prepayment of the previously announced $250,000 share repurchase program until January 31, 2022. There is approximately $185,000 remaining to be purchased under the program.

On October 25, 2021, the Company's board of directors declared a quarterly cash dividend of approximately $1.3125 per share$300 on its 5.25% Series A Mandatory Convertible Preferred Shares, payable on December 1, 2021.our term loan facility.
Management has evaluated the impact of events that have occurred subsequent to September 30, 2021.2022. Based on this evaluation, other than disclosed within these Condensed Consolidated Financial Statements and related notes, the Company has determined no other events were required to be recognized or disclosed.
Except as discussed above and as further described in Note 27 to the Condensed Consolidated Financial Statements, the Company has not modified or updated disclosures presented in the Original Form 10-Q. Accordingly, this Amendment No. 1 does not reflect events occurring after the Original Form 10-Q or modify or update those disclosures affected by subsequent events. Information not affected by the restatement is unchanged and reflects disclosures made at the time of the filing of the Original Form 10-Q.
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Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In thousands, except share and per share data, option prices, ratios or as noted)
Note 27: Restatement of Previously Issued Financial Statements41

As disclosed in the 10-K Amendment No. 2 filed with the SEC on February 3, 2022, the Company identified certain errors in its historical annual Consolidated Financial Statements related to the accounting treatment of certain awards made by CPA Global under the CPA Global Phantom Equity Plan that were incorrectly included as part of the acquisition accountingfor the CPA Global Transaction. For the majority of these awards, the Company concluded that expenses should have been recognized as share-based compensation charges over the vesting period from October 1, 2020 to October 1, 2021 with only a portion of the liability recorded as part of acquisitionaccounting. The Company concluded that the financial statements previously issued as of and for the year ended December 31, 2020, and the quarterly period ended December 31, 2020 were misstated.

We also concluded that the impact was material to the Company’s financial statements prepared according to U.S. GAAP. As such, the restated unaudited Consolidated Financial Statements for the quarterly period ended September 30, 2021, are defined as the “Restated Periods."
This Note 27 to the Company’s Condensed Consolidated Financial Statements discloses the restatement impact on the originally reported financial statements for the quarterly period ended September 30, 2021 and the nature of the associated adjustments. The corrections included in the Consolidated Financial Statements contained herein are further described below.
The restatement included in these Condensed Consolidated Financial Statements was prepared following an independent review by the Audit Committee of the Company’s Board.
See Note 26 - Quarterly Financial Data and Note 28 - Restatement of Previously Issued Financial Statements, to the Consolidated Financial Statements in 10-K Amendment No. 2 for additional information related to the restatements.
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Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In thousands, except share and per share data, option prices, ratios or as noted)
Consolidated Balance Sheets
As of September 30,
2021
As Originally ReportedRestatement ImpactsAs Restated
Assets
Current assets:
Cash and cash equivalents$2,479,880 $— $2,479,880 
Restricted cash(1)
1,854,257 3,400 1,857,657 
Accounts receivable, net of allowance of $8,642 and $8,745 at September 30, 2021 and December 31, 2020, respectively610,755 — 610,755 
Prepaid expenses58,056 — 58,056 
Other current assets(2)
186,298 (144,106)42,192 
Total current assets5,189,246 (140,706)5,048,540 
Property and equipment, net27,948 — 27,948 
Other intangible assets, net6,964,081 — 6,964,081 
Goodwill(3)
6,198,701 (199,379)5,999,322 
Other non-current assets(2)
41,808 (12,810)28,998 
Deferred income taxes30,110 (1,641)28,469 
Operating lease right-of-use assets45,880 — 45,880 
Total Assets$18,497,774 $(354,536)$18,143,238 
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable$94,494 $— $94,494 
Accrued expenses and other current liabilities(3)
592,721 (33,028)559,693 
Current portion of deferred revenues579,935 — 579,935 
Current portion of operating lease liability28,459 — 28,459 
Current portion of long-term debt1,865,627 — 1,865,627 
Total current liabilities3,161,236 (33,028)3,128,208 
Long-term debt3,443,578 — 3,443,578 
Warrant liabilities195,952 — 195,952 
Non-current portion of deferred revenues44,934 — 44,934 
Other non-current liabilities(3)
58,332 (8,372)49,960 
Deferred income taxes(4)
324,959 4,796 329,755 
Operating lease liabilities58,443 — 58,443 
Total liabilities7,287,434 (36,604)7,250,830 
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 and 0 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively1,392,671 — 1,392,671 
Ordinary Shares, no par value; unlimited shares authorized at September 30, 2021 and December 31, 2020; 639,750,620 and 606,329,598 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively10,810,130 — 10,810,130 
Treasury Shares, at cost; 6,325,860 and 6,325,860 at September 30, 2021 and December 31, 2020, respectively(2)
— (196,038)(196,038)
Accumulated other comprehensive income324,904 (6,896)318,008 
Accumulated deficit(1,317,365)(114,998)(1,432,363)
Total shareholders’ equity11,210,340 (317,932)10,892,408 
Total Liabilities and Shareholders’ Equity$18,497,774 $(354,536)$18,143,238 

(1)Represents restricted cash acquired to fund fixed cash awards and certain taxes related to the phantom equity compensation plan as part of CPA Global acquisition accounting.
(2) Includes correction of 6,325,860 shares that were transferred from Leonard Green & Partners, L. P. to an Employee Benefit Trust established for the CPA Equity Plan that should have been excluded from the purchase price consideration in the amount of $196,038.
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Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In thousands, except share and per share data, option prices, ratios or as noted)
(3) In connection with Amendment No. 2, the Company concluded that expenses should have been recognized as share-based compensation charges over the vesting period from October 1, 2020 to October 1, 2021, with only a portion of the liability recorded as part of acquisition accounting as described in Note 2 - Basis of Presentation.
(4)Separate from the CPA Global Equity Plan restatement in Amendment No 2, the Company has corrected the acquisition accounting understatement of deferred tax liabilities of $3,328 with an offset to goodwill relating to the CPA Global acquisition opening balance sheet on October 1, 2020, as well as an understatement of deferred tax liabilities of $1,936 with an offset to goodwill relating to the DRG acquisition opening balance sheet on February 28, 2020.
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Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In thousands, except share and per share data, option prices, ratios or as noted)
Consolidated Statements of Operations
Three Months Ended September 30,
2021
As Originally ReportedRestatement ImpactsAs Restated
Revenues, net$442,117 $— $442,117 
Operating expenses:
Cost of revenues(1)
(141,111)374 (140,737)
Selling, general and administrative costs(1)
(141,219)(3,626)(144,845)
Depreciation(2,657)— (2,657)
Amortization(128,026)— (128,026)
Restructuring and impairment(1)
(15,621)8,555 (7,066)
Other operating expense, net(4,411)— (4,411)
Total operating expenses(433,045)5,303 (427,742)
Income (loss) from operations9,072 5,303 14,375 
Mark to market adjustment on financial instruments83,013 — 83,013 
Income (loss) before interest expense and income tax92,085 5,303 97,388 
Interest expense and amortization of debt discount, net(65,194)— (65,194)
Income (loss) before income tax26,891 5,303 32,194 
Provision for income taxes(3,579)(191)(3,770)
Net income (loss)23,312 5,112 28,424 
Dividends on preferred shares(22,431)— (22,431)
Net income (loss) attributable to ordinary shares$881 $5,112 $5,993 
Per share:
Basic$— $0.01 $0.01 
Diluted$— $0.01 $0.01 
Weighted average shares used to compute earnings per share:
Basic640,834,827 634,508,967 634,508,967 
Diluted645,933,513 639,607,653 639,607,653 
(1)Includes correction and recording of share-based compensation charges over the vesting period within the Selling, general and administrative and Cost of revenues line items as well as accelerated charges for involuntarily terminated participants within the Restructuring and impairment line item as described in Note 2 - Basis of Presentation.
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Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In thousands, except share and per share data, option prices, ratios or as noted)
Nine Months Ended September 30,
2021
As Originally ReportedRestatement ImpactsAs Restated
Revenues, net$1,316,192 $— $1,316,192 
Operating expenses:
Cost of revenues(1)
(416,459)(21,852)(438,311)
Selling, general and administrative costs(1)
(402,378)(56,469)(458,847)
Depreciation(9,243)— (9,243)
Amortization(383,270)— (383,270)
Restructuring and impairment(1)
(121,988)(3,697)(125,685)
Other operating expense, net(19,741)— (19,741)
Total operating expenses(1,353,079)(82,018)(1,435,097)
Income (loss) from operations(36,887)(82,018)(118,905)
Mark to market adjustment on financial instruments113,207 — 113,207 
Income (loss) before interest expense and income tax76,320 (82,018)(5,698)
Interest expense and amortization of debt discount, net(141,156)— (141,156)
Income (loss) before income tax(64,836)(82,018)(146,854)
Provision for income taxes(18,016)5,776 (12,240)
Net income (loss)(82,852)(76,242)(159,094)
Dividends on preferred shares(22,431)— (22,431)
Net income (loss) attributable to ordinary shares$(105,283)$(76,242)$(181,525)
Per share:
Basic$(0.17)$(0.12)$(0.29)
Diluted$(0.17)$(0.12)$(0.29)
Weighted average shares used to compute earnings per share:
Basic622,460,931 616,135,071 616,135,071 
Diluted622,460,931 616,135,071 616,135,071 
(1)Includes correction and recording of share-based compensation charges over the vesting period within the Selling, general and administrative and Cost of revenues line items as well as accelerated charges for involuntarily terminated participants within the Restructuring and impairment line item as described in Note 2 - Basis of Presentation.
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Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In thousands, except share and per share data, option prices, ratios or as noted)
Consolidated Statements of Comprehensive Income (Loss)
Three Months Ended September 30,
2021
As Originally ReportedRestatement ImpactsAs Restated
Net income (loss)$23,312 $5,112 $28,424 
Other comprehensive income (loss), net of tax:
Interest rate swaps333 — 333 
Defined benefit pension plans(4)— (4)
Foreign currency translation adjustment(246,979)5,559 (241,420)
Total other comprehensive income (loss), net of tax(246,650)5,559 (241,091)
Comprehensive loss$(223,338)$10,671 $(212,667)

Consolidated Statements of Comprehensive Income (Loss)
Nine Months Ended September 30,
2021
As Originally ReportedRestatement ImpactsAs Restated
Net loss$(82,852)$(76,242)$(159,094)
Other comprehensive income (loss), net of tax:
Interest rate swaps1,884 — 1,884 
Defined benefit pension plans(12)— (12)
Foreign currency translation adjustment(180,489)4,243 (176,246)
Total other comprehensive loss, net of tax(178,617)4,243 (174,374)
Comprehensive loss$(261,469)$(71,999)$(333,468)
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Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In thousands, except share and per share data, option prices, ratios or as noted)
Consolidated Statements of Changes in Equity
As Restated
Ordinary SharesPreferred SharesTreasury SharesAccumulated
Other
Comprehensive
Income (Loss)		Accumulated
Deficit		Total
Shareholders’
 Equity
SharesAmountSharesAmountSharesAmount
Balance at December 31, 2020606,329,598 $9,989,284 —$— 6,325,860 $(196,038)$492,382 $(1,250,838)$9,034,790 
Exercise of Private Placement Warrants212,174 3,592 —— — — — — 3,592 
Exercise of stock options835,917 5,074 —— — — — — 5,074 
Vesting of restricted stock units15,958 — —— — — — — — 
Shares returned to the Company for net share settlements(434,059)(4,489)—— — — — — (4,489)
Issuance of ordinary shares, net4,395,638 105,509 —— — — — — 105,509 
Share-based award activity— 10,479 —— — — — — 10,479 
Net loss— — —— — — — (55,951)(55,951)
Other comprehensive income— — —— — — 19,593 — 19,593 
Balance at March 31, 2021611,355,226 $10,109,449 — $— 6,325,860 $(196,038)$511,975 $(1,306,789)$9,118,597 
Exercise of stock options1,581,518 9,761 —— — — — — 9,761 
Vesting of restricted stock units446,324 — —— — — — — — 
Shares returned to the Company for net share settlements(809,644)(17,245)—— — — — — (17,245)
Issuance of ordinary shares, net206,052,933 5,780,933 —— — — — — 5,780,933 
Repurchase of ordinary shares— — —— (177,206,779)(5,052,165)— — (5,052,165)
Retirement of treasury shares(177,206,779)(5,052,165)—— 177,206,779 5,052,165 — — — 
Share-based award activity— 12,816 —— — — — — 12,816 
Issuance of preferred shares, net— — 14,375,0001,393,222 — — — — 1,393,222 
Net loss— — —— — — — (131,567)(131,567)
Other comprehensive income— — —— — — 47,124 — 47,124 
Balance at June 30, 2021641,419,578$10,843,54914,375,000$1,393,2226,325,860$(196,038)$559,099$(1,438,356)$11,161,476
Exercise of stock options328,5312,415——————2,415
Vesting of restricted stock units114,962————————
Shares returned to the Company for net share settlements(177,481)279——————279
Issuance of ordinary shares, net—(688)——————(688)
Repurchases of ordinary shares————(2,599,700)(65,215)——(65,215)
Retirement of treasury shares(2,599,700)(65,215)——2,599,70065,215———
Share-based award activity—13,649——————13,649
Issuance of preferred shares, net———(551)————(551)
Dividends to preferred stockholders664,73016,141—————(22,431)(6,290)
Net income—— —— —— — 28,424 28,424 
Other comprehensive loss—— —— —— (241,091)— (241,091)
Balance at September 30, 2021 (As Restated)639,750,620$10,810,13014,375,000$1,392,6716,325,860$(196,038)$318,008$(1,432,363)$10,892,408
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Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In thousands, except share and per share data, option prices, ratios or as noted)

Nine Months Ended September 30,
2021
As Originally ReportedRestatement ImpactsAs Restated
Cash Flows From Operating Activities
Net loss$(82,852)$(76,242)$(159,094)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization392,513 — 392,513 
Bad debt expense6,832 — 6,832 
Deferred income tax benefit(11,084)8 (11,076)
Share-based compensation36,944 (33,890)3,054 
Restructuring and impairment60,232 (9,253)50,979 
Loss (gain) on foreign currency forward contracts4,026 — 4,026 
Mark to market adjustment on contingent and phantom shares(34,503)9,418 (25,085)
Mark to market adjustment on financial instruments(113,207)— (113,207)
Deferred finance charges9,050 — 9,050 
Other operating activities3,565 — 3,565 
Changes in operating assets and liabilities:
Accounts receivable114,038 — 114,038 
Prepaid expenses(887)— (887)
Other assets60,749 — 60,749 
Accounts payable13,550 — 13,550 
Accrued expenses and other current liabilities(14,208)104,647 90,439 
Deferred revenues(116,312)— (116,312)
Operating lease right of use assets16,838 — 16,838 
Operating lease liabilities(37,362)— (37,362)
Other liabilities(2,407)5,312 2,905 
Net cash provided by operating activities305,515 — 305,515 
Cash Flows From Investing Activities
Capital expenditures(86,197)— (86,197)
Acquisitions, net of cash acquired(14,314)— (14,314)
Net cash used in investing activities(100,511)— (100,511)
Cash Flows From Financing Activities
Proceeds from issuance of debt2,000,000 — 2,000,000 
Redemption of Notes not exchanged(157,424)— (157,424)
Principal payments on term loan(21,450)— (21,450)
Repayments of revolving credit facility— — — 
Payment of debt issuance costs(7,471)— (7,471)
Contingent purchase price payment— — — 
Proceeds from issuance of preferred shares1,392,671 — 1,392,671 
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Notes to the Condensed Consolidated Financial Statements (Unaudited)
(In thousands, except share and per share data, option prices, ratios or as noted)
Nine Months Ended September 30,
2021
As Originally ReportedRestatement ImpactsAs Restated
Proceeds from issuance of ordinary shares728,080 — 728,080 
Repurchases of ordinary shares(65,215)— (65,215)
Cash dividends on preferred shares(1)— (1)
Proceeds from warrant exercises— — — 
Proceeds from stock options exercised17,250 — 17,250 
Payments related to tax withholding for stock-based compensation(21,455)— (21,455)
Net cash provided by financing activities3,864,985 — 3,864,985 
Effects of exchange rates(4,860)— (4,860)
Net increase in cash and cash equivalents, and restricted cash4,065,129 — 4,065,129 
Beginning of period:
Cash and cash equivalents$257,730 $— $257,730 
Restricted cash11,278 3,400 14,678 
Total cash and cash equivalents, and restricted cash, beginning of period269,008 3,400 272,408 
Less: Cash included in assets held for sale, end of period— — — 
Cash and cash equivalents, and restricted cash, end of period4,334,137 3,400 4,337,537 
End of period:
Cash and cash equivalents2,479,880 — 2,479,880 
Restricted cash1,854,257 3,400 1,857,657 
Total cash and cash equivalents, and restricted cash, end of period$4,334,137 $3,400 $4,337,537 
Supplemental Cash Flow Information:
Cash paid for interest$97,401 $— $97,401 
Cash paid for income tax$22,387 $— $22,387 
Capital expenditures included in accounts payable$6,612 $— $6,612 
Non-Cash Financing Activities:
Shares issued to Capri Acquisition Topco Limited$5,052,165 $— $5,052,165 
Retirement of treasury shares(5,117,380)— (5,117,380)
Shares issued as contingent stock consideration associated with the DRG acquisition61,619 — 61,619 
Shares issued as contingent stock consideration associated with the CPA Global acquisition43,890 — 43,890 
Shares issued as dividends on our 5.25% Series A Mandatory Convertible Preferred Shares16,141 — 16,141 
Dividends accrued on our 5.25% Series A Mandatory Convertible Preferred Shares6,289 — 6,289 
Total Non-Cash Financing Activities$62,724 $— $62,724 
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
(In thousands,millions, except share and per share data, option prices, ratios or as noted)
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our Annual Report on Form 10-K as amended and the unaudited Condensed Consolidated Financial Statements, including the notes thereto, included elsewhere in this report. Certain statements in this section are forward-looking statements that involve risks and uncertainties, such as statements regarding our plans, objectives, expectations and intentions. Our future results and financial condition may differ materially from those we currently anticipate as a result of the factors we describe under Item 1A. Risk Factors. Certain income statement amounts discussed herein are presented on an actual and on a constant currency basis. We calculate constant currency by converting the non-U.S. dollar income statement balances for the most current year to U.S. dollars by applying the average exchange rates of the preceding year. Certain amounts that appear in this section may not sum due to rounding.
Restatement of Previously Issued Consolidated Financial Statements
As disclosed in our Form 10-K/A2, we have restated our previously issued consolidated financial statements contained in the Annual Report on Form 10-K. In addition, we have restated our previously issued condensed consolidated financial statements contained on this Form 10-Q/A. Refer to the “Explanatory Note” preceding Item 1, Financial Statements and Supplementary Data, for background on the restatement, the fiscal periods impacted, and other information.

We have also restated certain previously reported financial information at September 30, 2021 and December 31, 2020, as well as for the three and nine months ended September 30, 2021 and September 30, 2020 in this Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations, including but not limited to information within the Results of Operations, Non-GAAP Financial Measures and Liquidity and Capital Resource sections.

See Note 25 - Restatement of Prior Period Financial Statements and Note 27 - Restatement of Previously Issued Financial Statements, in Item 1, Financial Statements and Supplementary Data, for additional information related to the restatement, including descriptions of the misstatements and the impacts to previously reported financial information.

Overview
We offer a collection of high quality, market leading information and analytic products and solutions through our ScienceAcademia and Government ("A&G") segment, Life Sciences and Healthcare ("LS&H") segment, and Intellectual Property (“IP”) segment, which are also our reportable segments. Our ScienceA&G segment consists of our AcademicAcademia and Life Sciences Product Lines, and our IP segment consists of our Patents, Trademarks, Domains and IP Management Product Lines. Our highly curatedGovernment product group as well as Web of Science products. The A&G segment provides curated high-value, structured content, discovery solutions and related software applications that are embedded into the workflows of our customers, which include libraries, universities and research institutions world-wide. The LS&H segment contains our products are offered primarily to universities, helping them navigate scientific literature, facilitate research and evaluate and measure the quality of researchers, institutions and scientific journals across various academic disciplines. Our Life Sciences Product Line offeringssolutions which serve the content and analytical needs of pharmaceutical and biotechnology companies across the drug development lifecycle, including content on discovery and pre-clinicalpreclinical research, competitive intelligence, regulatory information and clinical trials. Our Patents Product Line offerings helpIP segment consists of our patent, trademark, and legal professionals in R&D intensive businesses evaluate the novelty and patentability of new ideas and products to help protect and research patents. Our Trademark Product Line allow businesses and legal professionals to access our comprehensive trademark database. Our Domains Product Line offerings include enterprise web domain portfolioIP management products and services. Finally, our IP Management Product Line provides technologysolutions. These products and solutions and legal support serviceshelp manage customers' end-to-end portfolio of intellectual property from patents to trademarks across the entire IP lifecycle, including renewal and validation of IP rights on behalf of customers and the development and provision of IP management software, as well as other patent activities including patent searching, IP filing, prosecution support and trademark watching.lifecycle.

Factors Affecting the Comparability of Our Results of Operations
There have been no material changes to the factors affecting the comparability of our results of operations associated with our business previously disclosed in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Factors Affecting the Comparability of Our Results of Operations section in our Annual Report on Form 10-K/A2,10-K, except as set forth below. The disclosures set forth below updates, and should be read together with, the disclosures in the Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Factors Affecting the Comparability of Our Results of Operations section, in our Annual Report on Form 10-K/A2.
Strategic Acquisitions
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
(In thousands, except share and per share data, option prices, ratios or as noted)
10-K.
Acquisition of Decision Resources GroupProQuest
On February 28, 2020,December 1, 2021, we acquired 100% of the assets, liabilitiesProQuest, a leading global software, data and equity interests of Decision Resourcesanalytics provider to academic, research and national institutions, and its subsidiaries from Cambridge Information Group ("DRG"(“CIG”), a premier provider of high-value data, analyticsAtairos and insights products and services tocertain other equity holders (collectively, the healthcare industry, from Piramal Enterprises Limited ("PEL"“Seller Group”), which is a part of global business conglomerate Piramal Group. The acquisition helps us expand our core businesses and provides us with the potential to grow in the Life Sciences Product Line.
The aggregate consideration paid in connection with the closing of the DRG acquisition was $964,997, composed of $900,000 of base cash plus $6,100 of adjusted closing cash paid on the closing date and 2,895,638 of the Company's ordinary shares issued to PEL in March 2021. The contingent stock consideration was valued at $58,897 on the closing date and was revalued at each period end until its issuance date and was included in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets.
Acquisition of CPA Global
On October 1, 2020, we acquired 100% of the assets, liabilities and equity interests of CPA Global, a global leader in intellectual property software and tech-enabled services. Clarivate acquired all of the outstanding shares of CPA Global in a cash and stock transaction.. The aggregate consideration in connection with the closing of the CPA GlobalProQuest acquisition was $8,540,886,$5,002.3, net of $102,675$52.5 cash acquired, including an equity hold-back consideration of $46,485.acquired. The aggregate consideration was composed of (i) $6,565,477$1,094.9 from the issuance of up to 218,183,77846.9 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 Clarivatethe Seller Group and (ii) approximately $2,078,084$3,959.9 in cash to fund the repayment of CPA Global's parent company outstanding debt of $2,055,822 and related interest swap termination fee of $22,262. Of the 218,306,663 ordinary shares issuable in the acquisition, Clarivate issued 210,357,918 ordinary shares as of October 1, 2020, which is net of 6,325,860 ordinary shares that were transferred to a trust established to fund the CPA Global Phantom Equity Plan.
In conjunction with the closing of the transaction, the Company incurred an incremental $1,600,000 of term loans under our term loan facility and used the net proceeds from such borrowings, together with cash on hand, to fund the transaction.
As a result of the additional term loan and the additional term loan associated with the DRG acquisition, we had $2,825,950 outstanding on our term loan facility at September 30, 2021.
Acquisition of Beijing IncoPat Technology Co, Ltd.
On October 26, 2020, we acquired 100% of the assets, liabilities and equity interests of Beijing IncoPat Technology Co., Ltd. (“IncoPat”), a leading patent information service provider in China via cash on hand for $52,133. IncoPat is complementary to Clarivate’s intellectual property portfolio.
Dispositions
Disposition of Techstreet
On November 6, 2020, the Company completed the sale of certain assets and liabilities of certain non-core assets and liabilities within the IP segment for a total purchase price of $42,832. A gain of $28,140 was recognized in the Consolidated Statements of Operations within Other operating (expense) income, net during the fourth quarter of 2020.

cash.
Public Ordinary and Mandatory Convertible Preferred Share Offerings
In February 2020, we completed an underwritten public offering of 27,600,000 of our ordinary shares, generating proceeds of $540,736, which we used to fund a portion of the cash consideration for the DRG acquisition.
In June 2020, we completed an underwritten public offering of 50,400,000 of our ordinary shares (including 2,400,000 ordinary shares pursuant to the underwriters' option to purchase up to an additional 7,200,000 ordinary shares from certain selling shareholders) at a share price of $22.50.
In June 2021, we completed an underwritten public offering of 44,230,76844.2 million of our ordinary shares at a share price of $26.00, of which 28,846,15428.8 million ordinary shares were issued and sold by Clarivate and 15,384,61415.4 million ordinary shares were sold by selling shareholders (which included 5,769,2305.8 million ordinary shares that the underwriters purchased pursuant to their option to purchase additional shares). The ordinary shares sold by selling shareholders included 10,562,882 ordinary shares from Onex, 4,107,787 ordinary shares from Baring and 713,945 ordinary shares from Directors, Executive Officers and other shareholders.
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(In thousands, except share and per share data, option prices, ratios or as noted)
See Note 1 - Background and Nature of Operations for further details on the public ordinary share offerings.
In June 2021, concurrentlyConcurrently with the June 2021 Ordinary Share Offering, we completed an underwritten public offering of 14,375,00014.4 million of our 5.25% Series A Mandatory Convertible Preferred Shares (which included 1,875,0001.9 million of our MCPS that the underwriters purchased pursuant to their option to purchase additional shares). See Note 16 - Shareholders’ Equity for further details on the MCPS offering.
Private Placement Notes Offering

2021 Senior Secured Notes and Senior Notes Offering
In June 2021, we issued a private placement offering of $1,000,000 in aggregate principal amount of Senior Secured Notes due June 30, 2028 (the "Old Secured Notes") and $1,000,000 in aggregate principle amount of Senior Notes due June 30, 2029 (the "Old Unsecured Notes" and, together with the Old Secured Notes, the "Old Notes") bearing interest at a rate of 3.875% and 4.875% per annum, respectively. The interest is payable semi-annually to holders of record on June 30 and December 30 of each year, commencing on December 30, 2021. The Notes due 2028 and 2029 were issued by Clarivate Science Holdings Corporation (the "Issuer"), an indirect wholly-owned subsidiary of Clarivate.
In August 2021, we (i) exchanged all of the outstanding, validly tendered and not withdrawn 3.875% Senior Secured Notes due 2028 (the “Old Secured Notes”) for the newly-issued 3.875% Senior Secured Notes due 2028 (the “New Secured Notes”), and (ii) exchanged all of the outstanding, validly tendered and not withdrawn 4.875% Senior Unsecured Notes due 2029 (the “Old Unsecured Notes” and, together with the Old Secured Notes, the “Old Notes”) for the Issuer’s newly-issued 4.875% Senior Notes due 2029 (the “New Unsecured Notes” and, together with the New Secured Notes, the “New Notes”). The initial aggregate principal amount of New Notes is equal to the aggregate principal amount of Old Notes that were validly tendered and not validly withdrawn for exchange, and that were accepted by the Issuer. The offers to exchange are referred to herein as the “Exchange Offers.” Pursuant to the Exchange Offers, the aggregate principal amounts of the Old Notes set forth as follows were validly tendered and not validly withdrawn, and were accepted by the Issuer and subsequently cancelled: (i) $921,177 aggregate principal amount of Old Secured Notes; and (ii) $921,399 aggregate principal amount of Old Unsecured Notes. Following such cancellation, (i) $78,823 aggregate principal amount of Old Secured Notes remained outstanding; and (ii) $78,601 aggregate principal amount of Old Unsecured Notes remained outstanding. The Issuer redeemed such remaining outstanding Old Secured Notes and Old Unsecured Notes at 100% of the principal amount thereof plus accrued and unpaid interest from June 24, 2021 to the redemption date in August 2021. In connection with the settlement of the Exchange Offers, the Issuer (i) issued $921,177 aggregate principal amount of its New Secured Notes; and (ii) issued $921,399 aggregate principal amount of its New Unsecured Notes. The interest is payable semi-annually to holders of record on June 30 and December 30 of each year, commencing on December 30, 2021. The exchange was treated as a debt modification in accordance with Accounting Standards Codification 470, Debt ("ASC 470").
We intend to use the net proceeds to finance a portion of the purchase price for the ProQuest acquisition, which we announced on May 17, 2021, and to pay related fees and expenses. Concurrently with the settlement of the Exchange Offers, the Issuer deposited (or caused to be deposited) an amount in cash equal to the aggregate principal amount of the New Notes of each series into segregated escrow accounts. If the escrow conditions (which include conditions relating to the consummation of the ProQuest acquisition) are not satisfied on or prior to April 29, 2022, or if it is otherwise determined that any of the applicable escrow release conditions will not be satisfied, the New Notes will be redeemed at a price equal to 100% of the principal amount of the New Notes, or, if an interest payment has been made on the New Notes, from the most recent payment date, up to, but excluding, the date of such special mandatory redemption. Prior to closing of the ProQuest acquisition, the New Notes are not guaranteed, but have been secured by a first-priority security interest in the escrow accounts.
Upon consummation of the ProQuest acquisition, the New Notes will be 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 New Secured Notes will be secured on a first-lien pari passu basis with borrowings under the existing credit facilities and senior secured notes, and the New Unsecured Notes will be the Issuer’s and such guarantors’ unsecured obligations.
Restructuring
During 2020 and 2019, we engaged a strategic consulting firm to assist us in optimizing our structure and cost base. As a result, we have implemented several cost-saving and margin improvement programs designed to generate substantial incremental cash flow including the Operation Simplification and Optimization Program, the DRG Acquisition Integration
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(In thousands, except share and per share data, option prices, ratios or as noted)
Program and the CPA Global Acquisition Integration and Optimization Program. During 2021, we approved the One Clarivate restructuring plan, which streamlines operations within targeted areas of the Company. The program is expected to result in a reduction in operational costs, with the primary driver of the cost saving being from a reduction in workforce.

Operation Simplification and Optimization Program

During the fourth quarter of 2019, the Company approved restructuring actions designed to streamline our operations by simplifying our organization and focusing on two segments in planned phases. Approximately $44,820 costs have been incurred to date under the program which was substantially complete as of September 30, 2021.

During the three months ended September 30, 2021 and 2020, the Company recorded pre-tax charges of $870 and $1,833 recognized within Restructuring and impairment in the Consolidated Statements of Operations. These charges were composed of $888 and $472 of severance and related benefit costs, $(18) and $506 of contract exit costs and legal and advisory fees, and $0 and $855 of lease impairment and location exit costs. During the nine months ended September 30, 2021 and 2020, the Company recorded pre-tax charges of $2,505 and $22,109 recognized within Restructuring and impairment in the Consolidated Statements of Operations. These charges were composed of $2,112 and $11,911 of severance and related benefit costs, $31 and $4,435 of contract exit costs and legal and advisory fees, and $362 and $5,763 of lease impairment and location exit costs.

DRG Acquisition Integration Program

During the second quarter of 2020, the Company approved restructuring actions designed to eliminate duplicative costs in planned phases following the acquisition of DRG. Approximately $7,056 of costs have been incurred to date under the program which was substantially complete as of September 30, 2021.

During the three months ended September 30, 2021 and 2020, the Company recorded pre-tax charges of $(43) and $1,359 recognized within Restructuring and impairment in the Consolidated Statements of Operations. These charges were composed of $(43) and $1,210 of severance and related benefit costs and $0 and $149 of contract exit costs and legal and advisory fees. During the nine months ended September 30, 2021 and 2020, the Company recorded pre-tax charges of $459 and $4,683 recognized within Restructuring and impairment in the Consolidated Statements of Operations. These charges were composed of $384and $4,522 of severance and related benefit costs, $0 and $161 of contract exit costs and legal and advisory fees, and $75 and $0 of lease impairment and location exit costs.

CPA Global Acquisition Integration and Optimization Program

During the fourth quarter of 2020, the Company approved restructuring actions designed to eliminate duplicative costs following the acquisition of CPA Global and to streamline our operations simplifying our organization and reducing our leasing portfolio. As a result of these actions, the company expects to record total pre-tax restructuring charges of approximately $135,196 for all phases of the program. Approximately $131,358 of costs have been incurred to date under the program and $3,838 are expected to be incurred in a future period. This estimate includes approximately $1,636 for severance related charges, approximately $2,202 of estimated maximum lease exit costs. To the extent vesting of awards were accelerated for colleagues that were involuntarily terminated relating to the acquired CPA Global Phantom equity plan, the Company accounted for these as a modification and acceleration of share-based compensation charges of $(8,555) and $3,697 within the Restructuring and impairment line item of the Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2021.

During the three months ended September 30, 2021, and 2020, the Company recorded pre-tax charges of $(5,871) and $0 recognized within Restructuring and impairment in the Consolidated Statements of Operations. These charges were composed of $(8,505) and $0 of severance and related benefit costs, $1,629 and $0 of contract exit costs and legal and advisory fees, and $1,005 and $0 of lease impairment and location exit costs. During the nine months ended September 30, 2021, and 2020, the Company recorded pre-tax charges of $108,463 and $0 recognized within Restructuring and impairment in the Consolidated Statements of Operations. These charges were composed of $36,293 and $0 of severance and related benefit costs, $3,708 and $0 of contract exit costs and legal and advisory fees, and $68,462 and $0 of lease impairment and location exit costs.

One Clarivate Program

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Management’s Discussion and Analysis of Financial Condition and Results of Operations
(In thousands, except share and per share data, option prices, ratios or as noted)
During the second quarter of 2021, the Company approved restructuring actions to streamline operations within targeted areas of the Company. The program will result in a reduction in operational costs, with the primary driver of the cost saving being from a reduction in workforce. As a result of these actions, the company expects to record total pre-tax restructuring charges of approximately $19,689 for all approved phases of the program. Approximately $13,847 of costs have been incurred to date under the program and $5,842 are expected to be incurred in a future period, all related to severance charges.
During the three months ended September 30, 2021, and 2020, the Company recorded pre-tax charges of $11,802 and $0 recognized within Restructuring and impairment in the Consolidated Statements of Operations. These charges were composed of $10,071 and $0 of severance and related benefit costs and $1,731 and $0 of contract exit costs and legal and advisory fees. During the nine months ended September 30, 2021, and 2020, the Company recorded pre-tax charges of $13,846 and $0 recognized within Restructuring and impairment in the Consolidated Statements of Operations. These charges were composed of $12,115 and $0 of severance and related benefit costs and $1,731 and $0 of contract exit costs and legal and advisory fees.

Key Performance Indicators
We regularly monitor the following key performance indicators to evaluate our business and trends, measure our performance, prepare financial projections and make strategic decisions. We include Revenue growth, Adjusted EBITDA, Adjusted EBITDA margin, Annualized Contract Value, Annual Revenue Renewal Rates, Free Cash Flow and Adjusted
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(In millions, except share and per share data, option prices, ratios or as noted)
Free Cash Flow as key performance indicators because they are a basis upon which our management assesses our performance and we believe they reflect the underlying trends and indicators of our business by allowing management to focus on the most meaningful indicators of our continuous operational performance.
Adjusted RevenuesEBITDA, Adjusted EBITDA margin, Free Cash Flow and Adjusted Free Cash Flow are financial measures that are not prepared in accordance with U.S. generally accepted accounting principles (“non-GAAP”). Although we believe these measures are useful for investors for the same reasons, we recommend users of the financial statements note these measures are not a substitute for GAAP financial measures or disclosures.
Revenue growth
We present Adjusted Revenues, which excludesreview year-over-year revenue growth in our segments as a key measure of our success in addressing customer needs. We also review year-over-year revenue growth by transaction type to help us identify and address broad changes in product mix, and by geography to help us identify and address broad changes and revenue trends by region. We measure revenue growth in terms of organic, acquisitive, and foreign currency impacts. We define these components as follows:

•Organic: We define organic revenue growth as total revenue growth from continuing operations for all factors other than acquisitions and foreign currency movements. We drive this type of revenue growth through pricing, up-selling and cross-selling efforts, securing new customer business, and the sale of new or enhanced product offerings.
•Acquisitive: We define acquisitive revenue as the revenue generated from acquired products and services from the date of acquisition to the first anniversary date of that acquisition. This type of growth comes as a result of our strategy of the pursuit of acquisition opportunities.
•Foreign Currency: We define the foreign currency impact on revenue as the difference between current revenue at current exchange rates and current revenue at the corresponding prior period exchange rates. Due to the significance of revenue transacted in foreign currencies, we believe that it is important to measure the impact of the deferred revenue purchase accounting adjustments, which is allowable under the Company's debt covenant calculation, and revenues from divestitures. We present these measures because we believe it is useful to readers to better understand the underlying trends in our operations. See - Certain Non-GAAP Measures - Adjusted Revenues below for important informationforeign currency movements on the limitations of Adjusted Revenues and their reconciliation to the respective revenues measures under U.S. GAAP.

revenue.
Adjusted EBITDA and Adjusted EBITDA margin
Adjusted EBITDA is presented because it is a basis upon which our management assesses our performance, and we believe it is useful for investors to understand the underlying trends of our operations. See Certain Non-GAAP Measures - Adjusted EBITDA and Adjusted EBITDA margin for important information on the limitations of Adjusted EBITDA and its reconciliation to our Netnet loss under U.S. GAAP. Adjusted EBITDA represents net loss before provision for income taxes, depreciation and amortization, interest income and expense adjusted to exclude acquisition or disposal-related transaction costs (such costs include net income from continuing operations before provision for income taxes, depreciation and amortization and interest income and expense from divestitures), stock-basedshare-based compensation, mandatory convertible preferred share dividend expense, unrealized foreign currency gains/gains (losses), costs associated with the transition services agreement with Thomson Reuters, which we entered into in connection with our separation from Thomson Reuters in 2016, separation and integration costs, transformational and restructuring expenses, acquisition-related adjustments to deferred revenues costs relatedprior to our merger with Churchill Capital Corpthe adoption of FASB ASU No. 2021-08 in 2019,2021, non-operating income or expense, the impact of certain non-cash, mark to market adjustments on financial instruments, legal settlements and other items that are included in net income for the period that the Company does not consider indicative of its ongoing operating performance and certain unusual items impacting results in a particular period. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by Adjusted Revenues.Revenues, net plus the impact of the deferred revenue purchase accounting adjustments relating to acquisitions prior to 2021.
Annualized Contract Value
Annualized Contract Value (“ACV”), at a given point in time, represents the annualized value for the next 12 months of subscription-based client license agreements, assuming that all expiring license agreements during that period are renewed at their current price level. License agreements may cover more than one product and the standard subscription period for each license agreement typically runs for no less than 12 months. The renewal period for our subscriptions starts 90 days before the end of the current subscription period, during which customers must provide notice of whether they intend to renew or cancel the license agreement.
An initial subscription period for new customers may be for a term of less than 12 months, in certain circumstances. Most of our customers, however, opt to enter into a full 12-month initial subscription period, resulting in renewal periods spread throughout the calendar year. Customers that license more than one subscription-based product may, at any point during the
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(In thousands,millions, except share and per share data, option prices, ratios or as noted)
throughout the calendar year. Customers that license more than one subscription-based product may, at any point during the renewal period, provide notice of their intent to renew only certain subscriptions within the license agreement and cancel other subscriptions, which we typically refer to as a downgrade. In other instances, customers may upgrade their license agreements by adding additional subscription-based products to the original agreement. Our calculation of ACV includes the impact of downgrades, upgrades, price increases, and cancellations that have occurred as of the reporting period. For avoidance of doubt, ACV does not include fees associated with transactional and re-occurring revenues.
We monitor ACV because it represents a leading indicator of the potential subscription revenues that may be generated from our existing customer base over the upcoming 12-month period. Measurement of subscription revenues as a key operating metric is particularly relevant because a majority of our revenues are generated through subscription-based and re-occurring revenues, which accounted for 80.7%80.4% and 77.5%80.7% of our total revenues for the three months ended September 30, 2022 and 2021 and 202078.1% and 80.4% and 78.4%80.7% for the nine months ended September 30, 2021,2022 and 2020,2021, respectively. We calculate and monitor ACV for each of our segments and use the metric as part of our evaluation of our business and trends.
The amount of actual subscription revenues that we earn over any 12-month period are likely to differ from ACV at the beginning of that period, sometimes significantly. This may occur for numerous reasons, including subsequent changes in annual revenue renewal rates, impact of price increases (or decreases), cancellations, upgrades and downgrades, and acquisitions and divestitures.
We calculate the ACV on a constant currency basis to exclude the effect of foreign currency fluctuations.
The following table presents ACV as of the dates indicated:
September 30,Change September 30,
Change(1)
(dollars in thousands)2021 2020 2021 vs. 2020
2022 20212022 vs. 2021
Annualized Contract ValueAnnualized Contract Value$936,726  $860,932  $75,794  8.8 %Annualized Contract Value$1,647.1  $936.7 $710.4 75.8 %
(1) The change in ACV is primarily due to the acquisition of ProQuest in December 2021, supplemented by organic ACV growth of 3.9%.
(1) The change in ACV is primarily due to the acquisition of ProQuest in December 2021, supplemented by organic ACV growth of 3.9%.
Annual Revenue Renewal Rates
Our revenues are primarily subscription based, which leads to high revenue predictability. Our ability to retain existing subscription customers is a key performance indicator that helps explain the evolution of our historical results and is a leading indicator of our revenues and cash flows for the subsequent reporting period.
“Annual revenue renewal rate” is the metric we use to determine renewal levels by existing customers across all of our Segments, and is a leading indicator of renewal trends, which impact the evolution of our ACV and results of operations. We calculate the annual revenue renewal rate for a given period by dividing (a) the annualized dollar value of existing subscription product license agreements that are renewed during that period, including the value of any product downgrades, by (b) the annualized dollar value of existing subscription product license agreements that come up for renewal in that period. “Open renewals,” which we define as existing subscription product license agreements that come up for renewal but are neither renewed nor canceled by customers during the applicable reposting period, are excluded from both the numerator and denominator of the calculation. We calculate the annual revenue renewal rate to reflect the value of product downgrades but not the value of product upgrades upon renewal, because upgrades reflect the purchase of additional services.
The impact of upgrades, new subscriptions and product price increases is reflected in ACV, but not in annual revenue renewal rates. Our annual revenue renewal rates were 90.6%92.0% and 91.0%90.6% for the nine months ended September 30, 20212022, and 2020,2021, respectively.

Free Cash Flow and Adjusted Free Cash Flow
We use free cash flow and adjusted free cash flow in our operational and financial decision-making and believe free cash flow and adjusted free cash flow is useful to investors because similar measures are frequently used by securities analysts, investors, ratings agencies and other interested parties to evaluate our competitors and to measure the ability of companies to service their debt. Our presentation of free cash flow and adjusted free cash flow should not be construed as a measure of liquidity or discretionary cash available to us to fund our cash needs, including investing in the growth of our business and meeting our obligations.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
(In millions, except share and per share data, option prices, ratios or as noted)

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

Key Components of Our Results of Operations
There have been no material changes to the key components of our results of operations discussed in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations to our Annual Report on Form 10-K for the year ended December 31, 2021.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
(In thousands, except share and per share data, option prices, ratios or as noted)
Key Components of Our Results of Operations
Revenues, net
The Company disaggregates revenue based on revenue recognition pattern. Subscription based revenues recognize revenue over time, whereas our re-occurring and transactional revenues recognize revenue at a point in time. The Company believes subscription, re-occurring and transactional is reflective of how the Company manages the business.

Subscription-based revenues are recurring revenues that are earned under annual, multi-year, or evergreen contracts, pursuant to which we license the right to use our products to our customers or provide professional services. Revenues from the sale of subscription data and analytics solutions are typically invoiced annually in advance and recognized ratably over the year as revenues are earned. Subscription revenues are driven by annual revenue renewal rates, new subscription business, price increases on existing subscription business and subscription upgrades and downgrades from recurring customers. Substantially all of our historical deferred revenues purchase accounting adjustments are related to subscription 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 purchasing cyclical products. 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. Due to the cyclical nature of the Company’s re-occurring products, and there typically being upfront setup time with the customer, the re-occurring revenue stream benefits from an established customer base, with minimal customer attrition. A primary driver of the re-occurring revenue stream is the ‘renewal’ business obtained from the CPA global acquisition. Revenue from this revenue stream is typically recognized upon delivery.

Transactional revenues are earned under contracts for specific deliverables that are typically quoted on a product, data set or project basis and often derived from repeat customers, including customers that also generate subscription-based revenues. Transactional products and services are invoiced according to the terms of the contract, typically in arrears. Transactional content revenues are usually delivered to the customer instantly or in a short period of time, at which time revenues are recognized. Transactional revenues also include, to a lesser extent, professional services, which are typically performed under contracts that vary in length from several months to years for multi-year projects and are typically invoiced based on the achievement of milestones. The most significant components of our transactional revenues include our “clearance searching” and “backfiles” products. Recurring 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.


Cost of Revenues
Cost of revenues consists of costs related to the production, servicing and maintenance of our products and are composed primarily of related personnel costs, such as salaries, benefits, and bonuses for employees, fees for contracted labor, and data center services and licensing costs. Cost of revenues also includes the costs to acquire or produce content, royalties payable and non-capitalized R&D expenses. Cost of revenues does not include production costs related to internally generated software, which are capitalized.
Selling, General and Administrative
Selling, general and administrative costs consist primarily of salaries, benefits, commission and bonuses for the executive, finance and accounting, human resources, administrative, sales and marketing personnel, third-party professional services fees, such as legal and accounting expenses, facilities rent and utilities and technology costs associated with our corporate infrastructure. Also included within these costs are transaction expenses including costs incurred to complete business combination transactions, including acquisitions, dispositions and capital market activities and include advisory, legal, and other professional and consulting costs.
Depreciation
Depreciation expense relates to our fixed assets, including mainly computer hardware and leasehold improvements, furniture and fixtures. 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 duration of the related lease.
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(In thousands, except share and per share data, option prices, ratios or as noted)
Amortization
Amortization expense relates to our finite-lived intangible assets, including mainly databases and content, customer relationships, internally generated computer software and trade names. These assets are amortized over periods of between two and twenty-three years. Definite-lived intangible assets are tested for impairment when indicators are present, and, if impaired, are written down to fair value based on discounted cash flows.
Restructuring and Impairment
Restructuring and impairment expense includes costs associated with involuntary termination benefits, including the acceleration of share-based compensation charges resulting from modification accounting, provided to employees under the terms of a one-time benefit arrangement, ongoing benefit arrangements, certain contract termination costs, other costs associated with an exit or disposal activity and impairment charges associated with right of use assets in which the Company has ceased the use of during the period.
Other Operating Income (Expense), Net
Other operating income (expense), net 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, sublease income, gain recognized on foreign exchange contract settlement and our subsidiaries that are denominated in currencies other than each relevant entity's functional currency.
Mark to Market Adjustment on Financial Instruments
Mark to market adjustment on financial instruments consists of the mark to market accounting adjustments related to certain of the Company's warrants issued to the founders of Churchill Capital Corp, a special purpose acquisition company or “SPAC” with which the Company consummated a business combination transaction in May 2019.
Interest Expense and Amortization of Debt Discount, Net
Interest expense, net consists of expense related to interest on our borrowings under our term loan facility and our secured notes due 2026, senior unsecured notes due in 2029 and senior secured notes due in 2028, the amortization and write off of debt issuance costs and original discount, and interest related to certain derivative instruments.
Provision for Income Taxes
A provision for income tax is calculated for each of the jurisdictions in which we operate. The benefit or provision for income taxes is determined using the asset and liability approach of accounting for income taxes. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The benefit or provision for income taxes represents income taxes paid or payable for the current year plus the change in deferred taxes during the year. Deferred taxes result from differences between the book and tax bases of assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Interest accrued related to unrecognized tax benefits and income tax related penalties are included in the provision for income taxes.
Dividends on preferred shares
Dividends on our convertible preferred shares are calculated 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.
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(In thousands,millions, except share and per share data, option prices, ratios or as noted)
Results of Operations
The following table presents the results of operations for the three months ended September 30, 2021, and 2020:
Three Months Ended September 30,Change
2021 vs. 2020
(in thousands, except percentages)
2021
(As Restated)(1)
2020
(As Restated)(2)
$%
Revenues, net$442,117 $284,360 $157,757 55.5 %
Operating expenses:
Cost of revenues(140,737)(93,554)47,183 50.4 %
Selling, general and administrative costs(144,845)(131,526)13,319 10.1 %
Depreciation(2,657)(2,918)(261)(8.9)%
Amortization(128,026)(65,696)62,330 94.9 %
Restructuring and impairment(7,066)(3,192)3,874 121.4 %
Other operating expense, net(4,411)(138)4,273 3,096.4 %
Total operating expenses(427,742)(297,024)130,718 44.0 %
Income (loss) from operations14,375 (12,664)27,039 213.5 %
Mark to market adjustment on financial instruments83,013 (144,753)(227,766)(157.3)%
Income (loss) before interest expense and income tax97,388 (157,417)254,805 161.9 %
Interest expense and amortization of debt discount, net(65,194)(20,244)44,950 222.0 %
Income (loss) before income tax32,194 (177,661)209,855 118.1 %
Provision for income taxes(3,770)(4,325)(555)(12.8)%
Net income (loss)28,424 (181,986)210,410 115.6 %
Dividends on preferred shares(22,431)— 22,431 100.0 %
Net income (loss) attributable to ordinary shares$5,993 $(181,986)$187,979 103.3 %
(1) The share-based compensation charges adjustments recorded within the Cost of revenues of $(374), Selling, general and administrative costs of $3,626 and Restructuring and impairment of $(8,555) in the As Restated 2021 column represent the correction and restatement per this Form 10-Q/A. See Note 27 - Restatement of Previously Issued Financial Statementss, in Item 1, Financial Statements (Unaudited), for additional information related to the restatement of the Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2021.
(2) The As Restated 2020 column includes adjustments pertaining to errors in the Private Placement Warrants that were initially issued by the SPAC. See Note 25 - Restatement of Prior Period Financial Statements, in Item 1, Financial Statements (Unaudited), for additional information related to the restatement of the Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2020.







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Management’s Discussion and Analysis of Financial Condition and Results of Operations
(In thousands, except share and per share data, option prices, ratios or as noted)


The following table presents the results of operations for the nine months ended September 30, 2021, and 2020:
Nine Months Ended September 30,Change
2021 vs. 2020
(in thousands, except percentages)
2021
(As Restated)(1)
2020
(As Restated)(2)
$%
Revenues, net$1,316,192 $798,452 $517,740 64.8 %
Operating expenses:
Cost of revenues(438,311)(268,614)169,697 63.2 %
Selling, general and administrative costs(458,847)(368,247)90,600 24.6 %
Depreciation(9,243)(8,151)1,092 13.4 %
Amortization(383,270)(168,049)215,221 128.1 %
Restructuring and impairment(125,685)(26,792)98,893 369.1 %
Other operating (expense) income, net(19,741)14,675 34,416 234.5 %
Total operating expenses(1,435,097)(825,178)609,919 73.9 %
Loss from operations(118,905)(26,726)92,179 344.9 %
Mark to market adjustment on financial instruments113,207 (224,175)(337,382)(150.5)%
Income (loss) before interest expense and income tax(5,698)(250,901)245,203 (97.7)%
Interest expense and amortization of debt discount, net(141,156)(72,306)68,850 95.2 %
Loss before income tax(146,854)(323,207)(176,353)(54.6)%
Provision for income taxes(12,240)(13,693)(1,453)(10.6)%
Net loss(159,094)(336,900)(177,806)(52.8)%
Dividends on preferred shares(22,431)— 22,431 (100.0)%
Net loss attributable to ordinary shares$(181,525)$(336,900)$(155,375)(46.1)%
(1) The share-based compensation charge adjustments recorded within the Cost of revenues of $21,852, Selling, general and administrative costs of $56,469 and Restructuring and impairment of $82,018 in the 'As Restated' 2021 column represent the correction and restatement per this Form 10-Q/A. See Note 27 - Restatement of Previously Issued Financial Statements, in Item 1, Financial Statements (Unaudited), for additional information related to the restatement of the Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2021.
(2) The 'As Restated' 2020 column includes adjustments pertaining to errors in the Private Placement Warrants that were initially issued by the SPAC. See Note 25 - Restatement of Prior Period Financial Statements, in Item 1, Financial Statements (Unaudited), for additional information related to the restatement of the Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2020.
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(In thousands, except share and per share data, option prices, ratios or as noted)
Revenues, net
Total Revenue
Revenues, net of $442,117$635.7 for the three months ended September 30, 2021,2022, increased by $157,757,$193.6, or 55.5%43.8%, from $284,360$442.1 for the three months ended September 30, 2020.2021. On a constant currency basis, Revenues, net increased by $155,362,$225.1, or 54.6%50.9% for the three months ended September 30, 2021.2022. Revenues, net of $1,316,192$1,984.5 for the nine months ended September 30, 2021,2022, increased by $517,740,$668.3, or 64.8%50.8%, from $798,452$1,316.2 for the nine months ended September 30, 2020.2021. On a constant currency basis, Revenues, net increased by $495,416,$738.8, or 62.0%56.1% for the nine months ended September 30, 2021.
Adjusted Revenues of $442,189, which excludes the impact of the deferred revenues adjustment as a result of purchase accounting,2022. Organic revenue growth was slightly impacted by our decision to cease commercial operations in the three months ended September 30, 2021 increased by $155,722, or 54.4%, from $286,467 for the three months ended September 30, 2020. On a constant currency basis, Adjusted Revenues increased by $153,327, or 53.5% for the three months ended September 30, 2021. Adjusted Revenues of $1,320,657, for the nine months ended September 30, 2021 increased by $514,784, or 63.9%, from $805,873 for the nine months ended September 30, 2020. On a constant currency basis, Adjusted Revenues increased by $492,460, or 61.1% for the nine months ended September 30, 2021. For an explanation of our calculation of Adjusted Revenues and the limitations as to its usefulness, see Certain Non-GAAP Measures - Adjusted Revenues.Russia in March 2022.
Revenue by Transaction Type

The following tables present the amounts of our subscription, re-occurring and transactional and re-occurringother revenues for the periods indicated, as well as the drivers of the variances between periods, including as a percentage of such revenues.
Variance Increase/(Decrease)Percentage of Factors Increase/(Decrease)
Three Months Ended September 30,Total Variance (Dollars)Total Variance (Percentage)AcquisitionsDisposalsFX ImpactOrganic
(in thousands, except percentages)20212020
Subscription revenues$246,467 $222,069 $24,398 11.0 %11.2 %(4.4)%1.0 %3.2 %
Re-occurring revenues110,368 — 110,368 100.0 %100.0 %— %— %— %
Transactional revenues85,354 64,398 20,956 32.5 %37.3 %(7.9)%0.4 %2.7 %
Deferred revenues adjustment (1)
(72)(2,107)2,035 96.6 %(2.4)%— %— %99.0 %
Revenues, net$442,117 $284,360 $157,757 55.5 %56.0 %(5.2)%0.8 %3.9 %
Deferred revenues adjustment (1)
72 2,107 (2,035)(96.6)%2.4 %— %— %(99.0)%
Adjusted revenues, net$442,189 $286,467 $155,722 54.4 %55.6 %(5.2)%0.8 %3.1 %
Variance Increase/(Decrease)Percentage of Factors Increase/(Decrease)
Three Months Ended September 30,Total Variance (Dollars)Total Variance (Percentage)AcquisitionsFX ImpactOrganic
(in millions, except percentages)20222021
Subscription revenues$408.3 $246.5 $161.8 65.6 %68.4 %(7.0)%4.3 %
Re-occurring revenues102.7 110.4 (7.7)(7.0)%— %(9.4)%2.4 %
Transactional and other revenues125.0 85.3 39.7 46.5 %60.5 %(4.6)%(9.4)%
Deferred revenues adjustment(1)
(0.3)(0.1)(0.2)(200.0)%(200.0)%— %— %
Revenues, net$635.7 $442.1 $193.6 43.8 %49.7 %(7.1)%1.2 %
(1) Reflects the deferred revenues adjustment made as a result of purchase accounting prior to the adoption of ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. In the fourth quarter of 2021, Clarivate adopted ASU No. 2021-08 which allows an acquirer to account for the related revenue contracts in accordance with ASC 606 Revenue from Contracts with Customers, as if it had originated the contracts. This guidance was applied retrospectively to all business combinations for which the acquisition date occurs during or subsequent to 2021.
(1)Reflects the deferred revenues adjustment made as a result of purchase accounting
Subscription revenues of $246,467 for the three months ended September 30, 2021, increased by $24,398, or 11.0% from $222,069 for the three months ended September 30, 2020. On a constant currency basis, subscription revenues increased by $22,268,$179.0, or 10.0%72.6%. Acquisitive subscription growth was primarily generated from the CPA Global Transaction. Disposal subscription revenues reduction was derived from the TechstreetProQuest Transaction. Organic subscription revenues increased 3.2% primarily due to price increases and the benefit of net installations in prior year. For the first nine months ended September 30, 2021, organic subscription revenues increased 3.5% at constant currency, compared to the prior year period.installations.

Re-occurringOn a constant currency basis, re-occurring revenues of $110,368 for the three months ended September 30, 2021, increased by $110,368,$2.7, or 100% from the three months ended September 30, 20202.4%. Organic re-occurring revenues increased due to acquisitive growth generated from the CPA Global Transaction.increases in patent renewal volumes and improvements in yield per case.
Transactional revenues of $85,354 for the three months ended September 30, 2021, increased by $20,956, or 32.5% from $64,398 for the three months ended September 30, 2020. On a constant currency basis, transactional and other revenues increased by $20,691,$43.6, or 32.1%51.1%. Acquisitive transactional growth was primarily generated from the CPA Global Transaction. Disposal transactional reduction was derived from the TechstreetProQuest Transaction. Organic transactional and other revenues increaseddeclined due to an increase in trademark search volumes and stronger back file andlower custom data sales.sales and consulting services revenue.

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(In thousands,millions, except share and per share data, option prices, ratios or as noted)
Variance Increase/(Decrease)Percentage of Factors Increase/(Decrease)
Nine Months Ended September 30,Total Variance (Dollars)Total Variance (Percentage)AcquisitionsDisposalsFX ImpactOrganic
(in thousands, except percentages)20212020
Subscription revenues$725,121 $631,873 $93,248 14.8 %12.7 %(4.4)%3.0 %3.5 %
Re-occurring revenues336,236 — 336,236 100.0 %100.0 %— %— %— %
Transactional revenues259,300 174,000 85,300 49.0 %46.6 %(9.0)%2.1 %9.4 %
Deferred revenues adjustment (1)
(4,465)(7,421)2,956 39.8 %(59.3)%— %— %99.1 %
Revenues, net$1,316,192 $798,452 $517,740 64.8 %61.7 %(5.4)%2.8 %5.7 %
Deferred revenues adjustment (1)
4,465 7,421 (2,956)(39.8)%59.3 %— %— %(99.1)%
Adjusted revenues, net$1,320,657 $805,873 $514,784 63.9 %61.7 %(5.4)%2.8 %4.8 %
Variance Increase/(Decrease)Percentage of Factors Increase/(Decrease)
Nine Months Ended September 30,Total Variance (Dollars)Total Variance (Percentage)AcquisitionsFX ImpactOrganic
(in millions, except percentages)2022
2021(1)
Subscription revenues$1,220.7 $728.9 $491.8 67.5 %68.7 %(5.0)%3.8 %
Re-occurring revenues329.2 333.6 (4.4)(1.3)%— %(7.5)%6.1 %
Transactional and other revenues435.5 258.2 177.3 68.7 %73.4 %(3.6)%(1.1)%
Deferred revenues adjustment(2)
(0.9)(4.5)3.6 80.0 %80.0 %— %— %
Revenues, net$1,984.5 $1,316.2 $668.3 50.8 %52.7 %(5.4)%3.4 %
(1) Certain prior period reported 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.
(1)Reflects the deferred revenues adjustment made as a result of purchase accounting
Subscription revenues of $725,121 for the nine months ended September 30, 2021, increased by $93,248, or 14.8% from $631,873 for the nine months ended September 30, 2020. On a constant currency basis, subscription revenues increased by $74,559,$528.1, or 11.8%72.5%. Acquisitive subscription growth was primarily generated from the CPA Global Transaction and the DRG Transaction. Disposal subscription revenues reduction was derived from the TechstreetProQuest Transaction. Organic subscription revenues increased primarily due to price increases and the benefit of net installations in prior year.installations.

Re-occurringOn a constant currency basis, re-occurring revenues of $336,236 for the nine months ended September 30, 2021, increased by $336,236,$20.5, or 100% from the nine months ended September 30, 20206.1%. Organic re-occurring revenues increased primarily due to acquisitive growth generated from the CPA Global Transaction.increases in patent renewal volumes and improvements in yield per case.
Transactional revenues of $259,300 for the nine months ended September 30, 2021, increased by $85,300, or 49.0% from $174,000 for the nine months ended September 30, 2020. On a constant currency basis, transactional and other revenues increased by $81,665,$186.6, or 46.9%72.3%. Acquisitive transactional growth was primarily generated from the DRG Transaction and CPA Global Transaction. Disposal transactional reduction was derived from the TechstreetProQuest Transaction. Organic transactional and other revenues increaseddeclined due to an increase in trademark searchlower trademarks transactional volumes stronger back file and custom data sales and strength in our professionalconsulting services business lines.revenue.
Revenue by Geography
The below tables present our revenues split by geographic region, separating the impacts of the deferred revenues adjustment:
Variance Increase/(Decrease)Percentage of Factors Increase/(Decrease)
Three Months Ended September 30,Total Variance (Dollars)Total Variance (Percentage)AcquisitionsFX ImpactOrganic
(in millions, except percentages)20222021
Americas$349.2 $217.8  $131.4 60.3 %63.5 %(2.5)%(0.6)%
Europe/Middle East/Africa167.6 131.1  36.5 27.8 %39.9 %(11.9)%(0.2)%
Asia Pacific119.2 93.3  25.9 27.8 %31.7 %(11.3)%7.3 %
Deferred revenues adjustment(1)
(0.3)(0.1)(0.2)(200.0)%(200.0)%— %— %
Revenues, net$635.7 $442.1 $193.6 43.8 %49.7 %(7.1)%1.2 %
(1) Reflects the deferred revenues adjustment made as a result of purchase accounting prior to the adoption of ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. In the fourth quarter of 2021, Clarivate adopted ASU No. 2021-08 which allows an acquirer to account for the related revenue contracts in accordance with ASC 606 Revenue from Contracts with Customers, as if it had originated the contracts. This guidance was applied retrospectively to all business combinations for which the acquisition date occurs during or subsequent to 2021.

Acquisitive growth for all regions was primarily related to the ProQuest Transaction. On a constant currency basis, Americas revenues increased by $136.8, or 62.8%, primarily due to acquisitive growth, with organic decline due to lower transactional and other revenues offsetting growth in subscription and re-occurring revenue. On a constant currency basis, Europe/Middle East/Africa revenues increased by $52.1, or 39.7%, primarily due to acquisitive growth, with organic decline due to lower transactional and other revenues. On a constant currency basis, Asia Pacific revenues increased by $36.4, or
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
(In millions, except share and per share data, option prices, ratios or as noted)
39.0%, primarily due to acquisitive growth and organic growth realized across all segments and among subscription, re-occurring and transactional and other revenues.

Variance Increase/(Decrease)Percentage of Factors Increase/(Decrease)
Nine Months Ended September 30,Total Variance (Dollars)Total Variance (Percentage)AcquisitionsFX ImpactOrganic
(in millions, except percentages)20222021
Americas$1,094.0 $642.4  $451.6 70.3 %68.2 %(2.0)%4.1 %
Europe/Middle East/Africa523.7 396.7  127.0 32.0 %40.5 %(8.6)%0.1 %
Asia Pacific367.7 281.6  86.1 30.6 %32.3 %(8.3)%6.6 %
Deferred revenues adjustment(1)
(0.9)(4.5)3.6 80.0 %80.0 %— %— %
Revenues, net$1,984.5 $1,316.2 $668.3 50.8 %52.7 %(5.4)%3.4 %
(1) Reflects the deferred revenues adjustment made as a result of purchase accounting prior to the adoption of ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. In the fourth quarter of 2021, Clarivate adopted ASU No. 2021-08 which allows an acquirer to account for the related revenue contracts in accordance with ASC 606 Revenue from Contracts with Customers, as if it had originated the contracts. This guidance was applied retrospectively to all business combinations for which the acquisition date occurs during or subsequent to 2021.
Acquisitive growth for all regions was primarily related to the ProQuest Transaction. On a constant currency basis, Americas revenues increased by $464.5, or 72.3%, with organic growth due to improved subscription and re-occurring revenues. On a constant currency basis, Europe/Middle East/Africa revenues increased by $161.2, or 40.6%, primarily due to acquisitive growth. On a constant currency basis, Asia Pacific revenues increased by $109.5, or 38.9%, primarily due to acquisitive growth and organic growth realized across all segments and among subscription, re-occurring and transactional and other revenues.
Revenue by GeographySegment
The belowfollowing tables, and the discussions that follow, present our revenues split by geographic region, separatingsegment for the impacts of the deferred revenues adjustment:periods indicated.
Variance Increase/(Decrease)Percentage of Factors Increase/(Decrease)
Three Months Ended September 30,Total Variance (Dollars)Total Variance (Percentage)AcquisitionsDisposalsFX ImpactOrganic
(in thousands, except percentages)20212020
Americas$217,732 $146,213  $71,519 48.9 %51.7 %(7.4)%0.1 %4.5 %
Europe/Middle East/Africa131,112 77,552  53,560 69.1 %68.0 %(2.7)%2.4 %1.4 %
Asia Pacific93,345 62,702  30,643 48.9 %49.6 %(3.1)%0.5 %1.8 %
Deferred revenues adjustment (1)
(72)(2,107)2,035 96.6 %(2.4)%— %— %99.0 %
Revenues, net$442,117 $284,360 $157,757 55.5 %56.0 %(5.2)%0.8 %3.9 %
Deferred revenues adjustment (1)
72 2,107 (2,035)(96.6)%2.4 %— %— %(99.0)%
Adjusted revenues, net$442,189 $286,467 $155,722 54.4 %55.6 %(5.2)%0.8 %3.1 %
Variance Increase/(Decrease)Percentage of Factors Increase/(Decrease)

Three Months Ended September 30,Total Variance (Dollars)Total Variance (Percentage)AcquisitionsFX ImpactOrganic
(in millions, except percentages)20222021
Academia and Government$307.1 $102.3 $204.8 200.2 %206.0 %(8.1)%2.3 %
Life Sciences and Healthcare103.6 98.5 5.1 5.2 %9.5 %(4.6)%0.2 %
Intellectual Property225.3 241.4 (16.1)(6.7)%— %(7.7)%1.1 %
Deferred revenues adjustment(1)
(0.3)(0.1)(0.2)(200.0)%(200.0)%— %— %
Revenues, net$635.7 $442.1 $193.6 43.8 %49.7 %(7.1)%1.2 %
(1) Reflects the deferred revenues adjustment made as a result of purchase accounting prior to the adoption of ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. In the fourth quarter of 2021, Clarivate adopted ASU No. 2021-08 which allows an acquirer to account for the related revenue contracts in accordance with ASC 606 Revenue from Contracts with Customers, as if it had originated the contracts. This guidance was applied retrospectively to all business combinations for which the acquisition date occurs during or subsequent to 2021.
(1)Academia and Government SegmentReflects the deferred revenues adjustment made as a result of purchase accounting

Acquisitive growth for all regions was primarily related to the CPA Global Transaction. Disposal reduction for all regions was derived from the Techstreet Transaction.: On a constant currency basis, Americas revenues increased by $71,343,$213.1, or 48.8%, with organic208.3%. Acquisitive growth due to improvedwas generated from the ProQuest Transaction. Organic revenue growth reflects increases in subscription and transactional revenues. Transactional revenue increased primarily due to stronger back fileprice increases and custom data sales.the benefit of net installations.

Life Sciences and Healthcare Segment: On a constant currency basis, Europe/Middle East/Africa revenues increased by $9.6, or 9.7%. Organic revenue growth reflects subscription revenue growth offset by declines in transactional and other revenues in custom data sales and consulting services revenue.

Intellectual Property Segment: On a constant currency basis, revenues increased by $2.6, or 1.1%. Organic revenue growth reflects increases in subscription and re-occurring revenues. Organic subscription revenues growth primarily due to price increases and the benefit of net installations. Re-occurring revenue growth is due to improved volumes and yield per case.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
(In thousands,millions, except share and per share data, option prices, ratios or as noted)
increased by $51,672, or 66.6%, primarily due to acquisitive growth and improved subscription revenues. On a constant currency basis, Asia Pacific revenues increased by $30,312, or 48.3%, primarily due to acquisitive growth.
Variance Increase/(Decrease)Percentage of Factors Increase/(Decrease)
Nine Months Ended September 30,Total Variance (Dollars)Total Variance (Percentage)AcquisitionsDisposalsFX ImpactOrganic
(in thousands, except percentages)20212020
Americas$642,352 $405,791  $236,561 58.3 %59.1 %(7.9)%0.4 %6.7 %
Europe/Middle East/Africa396,658 218,195  178,463 81.8 %75.7 %(2.9)%6.3 %2.7 %
Asia Pacific281,647 181,887  99,760 54.8 %50.8 %(2.7)%3.9 %2.9 %
Deferred revenues adjustment (1)
(4,465)(7,421)2,956 39.8 %(59.3)%— %— %99.1 %
Revenues, net$1,316,192 $798,452 $517,740 64.8 %61.7 %(5.4)%2.8 %5.7 %
Deferred revenues adjustment (1)
4,465 7,421 (2,956)(39.8)%59.3 %— %— %(99.1)%
Adjusted revenues, net$1,320,657 $805,873 $514,784 63.9 %61.7 %(5.4)%2.8 %4.8 %
(1)Reflects the deferred revenues adjustment made as a result of purchase accounting

Acquisitive growth for all regions was primarily related to the DRG Transaction and CPA Global Transaction. Americas growth in particular benefited from DRG transaction with over 80% of DRG revenue in Americas. Disposal reduction for all regions was derived from the Techstreet Transaction. On a constant currency basis, Americas revenues increased by $234,926, or 57.9%, with organic growth due to improved subscription and transactional revenues. Transactional revenue increased primarily due to improved trademark search volumes, stronger back file, and custom data sales and strength in our professional services business lines. On a constant currency basis, Europe/Middle East/Africa revenues increased by $164,819, or 75.5%, primarily due to acquisitive growth and improved subscription revenues and transactional revenues. Subscription revenue growth reflects the benefit of price increases, new products coming into market and net installations in prior year. On a constant currency basis, Asia Pacific revenues increased by $92,715, or 51.0%, primarily due to acquisitive growth and improved subscription and transactional revenues.

Revenue by Segment

The following tables, and the discussions that follow, present our revenues by segment for the periods indicated.
Variance Increase/(Decrease)Percentage of Factors Increase/(Decrease)

Three Months Ended September 30,Total Variance (Dollars)Total Variance (Percentage)AcquisitionsDisposalsFX ImpactOrganic
(in thousands, except percentages)20212020
Science Segment$200,843 $190,718 $10,125 5.3 %0.3 %— %1.0 %4.1 %
IP Segment241,346 95,749 145,597 152.1 %165.9 %(15.6)%0.6 %1.2 %
Deferred revenues adjustment (1)
(72)(2,107)2,035 96.6 %(2.4)%— %— %99.0 %
Revenues, net$442,117 $284,360 $157,757 55.5 %56.0 %(5.2)%0.8 %3.9 %
Deferred revenues adjustment (1)
72 2,107 (2,035)(96.6)%2.4 %— %— %(99.0)%
Adjusted revenues, net$442,189 $286,467 $155,722 54.4 %55.6 %(5.2)%0.8 %3.1 %
(1)Reflects the deferred revenues adjustment made as a result of purchase accounting
Variance Increase/(Decrease)Percentage of Factors Increase/(Decrease)

Nine Months Ended September 30,Total Variance (Dollars)Total Variance (Percentage)AcquisitionsFX ImpactOrganic
(in millions, except percentages)20222021
Academia and Government$951.6 $303.3 $648.3 213.7 %217.9 %(5.6)%1.4 %
Life Sciences and Healthcare327.7 291.1 36.6 12.6 %9.9 %(3.5)%6.1 %
Intellectual Property706.1 726.3 (20.2)(2.8)%— %(6.0)%3.2 %
Deferred revenues adjustment(1)
(0.9)(4.5)3.6 80.0 %80.0 %— %— %
Revenues, net$1,984.5 $1,316.2 $668.3 50.8 %52.7 %(5.4)%3.4 %
(1) Reflects the deferred revenues adjustment made as a result of purchase accounting prior to the adoption of ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. In the fourth quarter of 2021, Clarivate adopted ASU No. 2021-08 which allows an acquirer to account for the related revenue contracts in accordance with ASC 606 Revenue from Contracts with Customers, as if it had originated the contracts. This guidance was applied retrospectively to all business combinations for which the acquisition date occurs during or subsequent to 2021.

ScienceAcademia and Government Segment: Revenues of $200,843 for the three months ended September 30, 2021 increased by $10,125, or 5.3%, from $190,718 for the three months ended September 30, 2020. On a constant currency basis, revenues increased by $8,278,$665.3, or 4.3%.219.4%, primarily due to acquisitive growth and organic subscription revenues growth. Acquisitive growth was primarily generated from the BioinfogateProQuest Transaction. Organic revenues, on a constant currency basis, increased primarily due to subscription revenue growth reflectsrevenues due to price increases and the benefit of net installations.

Life Science and Healthcare Segment: On a constant currency basis, revenues increased by $46.7, or 16.0%. Organic revenues, on a constant currency basis, increased primarily due to subscription revenues growth due to price increases and the benefit of net installations in prior year. Transactionaland transaction and other revenue growth is primarily due to stronger back file andon increases in custom data sales.

Intellectual Property Segment: RevenuesOn a constant currency basis, revenues increased by $23.2, or 3.2%. Organic revenues, on a constant currency basis, increased primarily due to growth in re-occurring revenues from patent renewal volumes and improvements in yield per case and subscription revenues due to price increases and the benefit of $241,346net installations.

Operating Expenses
The following table presents certain of our operating expense line item amounts and their associated percentage of revenue:
Three Months Ended September 30,Change
2022 vs. 2021		Nine Months Ended September 30,Change
2022 vs. 2021
(in millions, except percentages)20222021$%20222021$%
Operating Expenses:
Cost of revenues$223.7$140.7$83.0 59.0 %$717.0$438.3$278.7 63.6 %
Selling, general and administrative costs169.5144.824.7 17.1 %549.3458.890.5 19.7 %
Total cost of revenues and selling, general and administrative costs$393.2$285.5$107.7 37.7 %$1,266.3$897.1$369.2 41.2 %
Depreciation and amortization expense$169.7$130.7$39.0 29.8 %$521.7$392.6$129.1 32.9 %
As a percentage of revenue:
Total cost of revenues and selling, general and administrative costs61.9 %64.6 %63.8 %68.2 %
Depreciation and amortization expense26.7 %29.6 %26.3 %29.8 %
Cost of Revenues
On a constant currency basis, cost of revenues increased by $92.7, or 65.9%, for the three months ended September 30, 2021,2022. Cost of revenues as a percentage of revenues, net increased by $145,597, or 152.1%, from $95,7493.4% to 35.2% for the three months ended September 30, 2020. On a constant currency basis, revenues2022 compared to 31.8% for the three months ended September 30, 2021. The increase for the three months ended September 30, 2022 was primarily due to an increase from the acquisition of ProQuest, which was acquired in December
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(In thousands,millions, except share and per share data, option prices, ratios or as noted)
increased by $145,049, or 151.5%. Acquisitive growth was generated from2021 and has no prior year comparative amount. Partially driving the CPA Global Transaction, IncoPat Transaction,increase is an increase in production headcount and the Hanlim Transaction. Disposal reduction was derived from the Techstreet Transaction. Organic revenues, on a constant currency basis grew due to growth in transactional revenue primarily due to improved trademark search volumes.compensation costs of approximately 3%.
Variance Increase/(Decrease)Percentage of Factors Increase/(Decrease)

Nine Months Ended September 30,Total Variance (Dollars)Total Variance (Percentage)AcquisitionsDisposalsFX ImpactOrganic
(in thousands, except percentages)20212020
Science Segment$594,422 $521,649 $72,773 14.0 %4.6 %— %3.1 %6.2 %
IP Segment726,235 284,224 442,011 155.5 %166.5 %(15.2)%2.1 %2.1 %
Deferred revenues adjustment (1)
(4,465)(7,421)2,956 39.8 %(59.3)%— %— %99.1 %
Revenues, net$1,316,192 $798,452 $517,740 64.8 %61.7 %(5.4)%2.8 %5.7 %
Deferred revenues adjustment (1)
4,465 7,421 (2,956)(39.8)%59.3 %— %— %(99.1)%
Adjusted revenues, net$1,320,657 $805,873 $514,784 63.9 %61.7 %(5.4)%2.8 %4.8 %
(1)Reflects the deferred revenues adjustment made as a result of purchase accounting

Science Segment: Revenues of $594,422 for the nine months ended September 30, 2021 increased by $72,773, or 14.0%, from $521,649 for the nine months ended September 30, 2020. On a constant currency basis, revenues increased by $56,432, or 10.8%, primarily due to acquisitive growth and organic subscription and transactional revenue growth. Acquisitive growth was generated from the DRG Transaction, including a full nine months of growth in 2021 compared to seven months in 2020, and the Bioinfogate Transaction. Organic revenues increased due to growth resulting from stronger back file and custom data sales and strength in our professional services business lines.

Intellectual Property Segment: Revenues of $726,235 for the nine months ended September 30, 2021, increased by $442,011, or 155.5%, from $284,224 for the nine months ended September 30, 2020. On a constant currency basis, revenues increased by $436,028, or 153.4%. Acquisitive growth was generated from the CPA Global Transaction, IncoPat Transaction, and the Hanlim Transaction. Disposal reduction was derived from the Techstreet Transaction. Organic revenues, on a constant currency basis increased primarily due to growth in transactional revenue on improved trademark search transactional volumes.

Cost of Revenues
Cost of revenues of $140,737 for the three months ended September 30, 2021, increased by $47,183, or 50.4%, from $93,554 for the three months ended September 30, 2020. On a constant currency basis, cost of revenues increased by $46,127,$298.7, or 49.3%68.1%, for the threenine months ended September 30, 2021.2022. The increase for the threenine months ended September 30, 20212022 was primarily due to the additional costs of revenues for CPA Global, which was acquired in October 2020, as well as an increase in share-based compensation expenses,from the acquisition of ProQuest. The increase was partially offset by a reduction in cost of revenuespeople related costs primarily driven by the cost-saving and margin improvement programs designed to generate substantial incremental cash flow. See Note 21 - Restructuring and Impairment for the Techstreet divestiture in Q4 2020.further information. Cost of revenues as a percentage of revenues, net increased by 2.8% to 36.1% for the nine months ended September 30, 2022 compared to 33.3% for the nine months ended September 30, 2021.

Selling, General and Administrative
On a constant currency basis, selling, general and administrative expense increased by $32.6, or 22.5%, for the three months ended September 30, 2022, primarily due to additional expense from the acquisition of ProQuest. The increase was partially offset by a reduction in CPA Global people related costs primarily driven by the cost-saving and margin improvement programs designed to generate substantial incremental cash flow. Selling, general and administrative costs as a percentage of revenues, net decreased by 1.1%6.1% to 31.8%26.7% for the three months ended September 30, 2022 compared to 32.8% for the three months ended September 30, 2021, compared to 32.9% for the three months ended September 30, 2020 primarilylargely driven by the cost-saving and margin improvement programs designed to generate substantial incremental cash flow including the Operation Simplification and Optimization Program, the DRG Acquisition Integration Program,One Clarivate, ProQuest, and CPA Global Acquisition Integration and Optimization Program.Integration.
Cost of revenues of $438,311 for the nine months ended September 30, 2021, increased by $169,697, or 63.2%, from $268,614 for the nine months ended September 30, 2020. On a constant currency basis, cost of revenuesselling, general and administrative expense increased by $164,112,$107.1, or 61.1%23.3%, for the nine months ended September 30, 2021. The increase for the nine months ended September 30, 2021 was2022, primarily due to additional costsexpense from the acquisition of revenues forProQuest and mark to market gains on contingent shares that settled in the first quarter of 2021 associated with the CPA Global which was acquiredand DRG acquisitions that did not reoccur in October 2020, two additional months of costs related to DRG, increased share-based compensation expenses,the current year period. These increases were partially offset by a reduction in cost of revenues for the Techstreet divestiture in Q4 2020. Cost of revenues as a percentage of revenues, net decreased by 0.3% to 33.3% for the nine months ended September 30, 2021 compared to 33.6% for the nine months ended September 30, 2020CPA Global people related costs primarily driven by the cost-saving and margin improvement programs designed to generate substantial incremental cash flow includingand a decrease in share-based compensation expense related to phantom equity awards under the Operation SimplificationCPA Global Equity Plan. Selling, general and Optimization Program,administrative costs as a percentage of revenues, net decreased by 7.2% to 27.7% for the DRG Acquisition Integration Program,nine months ended September 30, 2022 compared to 34.9% for the nine months ended September 30, 2021.

Depreciation and amortization
The increase for the three and nine months ended September 30, 2022 was driven by the additional depreciation and amortization on assets acquired through the ProQuest Transaction. This increase was partially offset by run-off of previously purchased capital assets. As a percentage of revenues, net, depreciation and amortization expense decreased by 2.9% to 26.7% for the three months ended September 30, 2022 compared to 29.6% for the three months ended September 30, 2021. For the nine months ended September 30, 2022, expressed as a percentage of revenues, net, depreciation and amortization expense decreased by 3.5% to 26.3% compared to 29.8% for the nine months ended September 30, 2021.
Restructuring and Impairment
Three Months Ended September 30,Change
2022 vs. 2021		Nine Months Ended September 30,Change
2022 vs. 2021
20222021$%20222021$%
Restructuring and impairment$26.0 $7.1 $18.9 266.2 %$56.9 $125.7 $(68.8)(54.7)%
The decrease for the nine months ended September 30, 2022, was primarily driven by wind down of expenses associated with the CPA Global Acquisition Integration and Optimization Program.Program, DRG Acquisition Integration Program, and Operation Simplification and Optimization Program, which were substantially complete as of June 30, 2022. The decrease was partially offset by the cost-saving and margin improvement programs designed to generate substantial incremental cash flow including the One Clarivate and ProQuest Acquisition Integration Programs. See Note 21 - Restructuring and Impairment for further information.
The following table summarizes the total costs incurred to date and expected costs to be incurred in a future period for each program.
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(In thousands,millions, except share and per share data, option prices, ratios or as noted)
Selling, General
Total Costs Incurred to DateCosts Expected to be Incurred in Future Periods
One Clarivate Program$33.7 $15.0 
ProQuest Acquisition Integration Program45.1 15.0 
Other Restructuring Programs:
CPA Global Acquisition Integration and Optimization Program127.3 — 
DRG Acquisition Integration Program7.5 — 
Operation Simplification and Optimization Program44.5 — 
Total Other Restructuring Programs$179.3 $— 
Goodwill impairment
Indicators of possible impairment were identified in connection with the Company's preparation of these Condensed Consolidated Financial Statements primarily due to worsening market considerations and Administrative
Selling, generalmacroeconomic conditions such as increasing inflationary pressures and administrative expense of $144,845 forrising interest rates as well as sustained declines in the Company's share price during the three months ended September 30, 2021, increased by $13,319, or 10.1%, from $131,526 for2022. A quantitative goodwill impairment assessment was performed over the three months ended September 30, 2020. On a constant currency basis, selling, general and administrative expense increased by $12,563, or 9.6%, for the three months ended September 30, 2021. The increase for the three months ended September 30, 2021 was primarily due to additional costs related to the CPA Global Transaction, which was acquiredCompany's reporting units resulting in October 2020, an increase in share-based compensation expenses, partially offset by the Techstreet divestiture in Q4 2020. Selling, general and administrative costs as a percentagegoodwill impairment of revenues, net decreased by 13.5% to 32.8% for the three months ended September 30, 2021 compared to 46.3% for the three months ended September 30, 2020 primarily driven by the cost-saving and margin improvement programs designed to generate substantial incremental cash flow including the Operation Simplification and Optimization Program, the DRG Acquisition Integration Program, CPA Global Acquisition Integration and Optimization Program, as well as the One Clarivate restructuring plan, which streamlines operations within targeted areas of the Company. The program is expected to result in a reduction in operational costs, with the primary driver of the cost saving being from a reduction in workforce.
Selling, general and administrative expense of $458,847 for the nine months ended September 30, 2021, increased by $90,600, or 24.6%, from $368,247 for the nine months ended September 30, 2020. On a constant currency basis, selling, general and administrative expense increased by $85,485, or 23.2%, for the nine months ended September 30, 2021. The increase for the nine months ended September 30, 2021 was primarily due to increased costs associated with the CPA Global Transaction, partially offset by a reduction in transaction expenses associated with the DRG acquisition in Q1 of 2020, the Techstreet divestiture in Q4 2020, a gain associated with the mark to market adjustment on contingent and phantom shares, and a reduction in employee related costs and outside services including consulting fees and marketing costs. Selling, general and administrative costs as a percentage of revenues, net decreased by 11.2% to 34.9% for the nine months ended September 30, 2020 compared to 46.1% for the nine months ended September 30, 2020 primarily driven by the reductions highlighted above, as well as cost-saving and margin improvement programs designed to generate substantial incremental cash flow including the Operation Simplification and Optimization Program, the DRG Acquisition Integration Program, CPA Global Acquisition Integration and Optimization Program, as well as the One Clarivate restructuring plan, which streamlines operations within targeted areas of the Company. The program is expected to result in a reduction in operational costs, with the primary driver of the cost saving being from a reduction in workforce.
Depreciation
Depreciation expense of $2,657 for the three months ended September 30, 2021, decreased by $261, or 8.9%, from $2,918 for the three months ended September 30, 2020. Depreciation expense of $9,243 for the nine months ended September 30, 2021, increased by $1,092, or 13.4%, from $8,151 for the nine months ended September 30, 2020. The balance for the three months ended September 30, 2021 remained consistent with the prior period. The increase for the nine months ended September 30, 2021 was driven by the additional depreciation on assets acquired through the DRG Transaction and CPA Global Transaction.
Amortization
Amortization expense of $128,026 for the three months ended September 30, 2021, increased by $62,330, or 94.9%, from $65,696 for the three months ended September 30, 2020. Amortization expense of $383,270 for the nine months ended September 30, 2021, increased by $215,221, or 128.1%, from $168,049 for the nine months ended September 30, 2020. The increase$4,448.6 for the three and nine months ended September 30, 2021 was driven by an increase in the amortization of intangible assets acquired through the DRG Transaction, CPA Global Transaction, IncoPat Transaction, and Hanlim Transaction. This increase was offset by a decrease in amortization related to the Techstreet divestiture in Q4 2020.2022.
Restructuring and ImpairmentOther Operating (Income) Expense, Net
Restructuring and impairment charges of $7,066 for the three months ended September 30, 2021, increased by $3,874, or 121.4%, from $3,192 for the three months ended September 30, 2020. Restructuring and impairment charges of $125,685 for the nine months ended September 30, 2021, increased by $98,893, or 369.1%, from $26,792 for the nine months ended September 30, 2020.
Three Months Ended September 30,Change
2022 vs. 2021		Nine Months Ended September 30,Change
2022 vs. 2021
20222021$%20222021$%
Other operating (income) expense, net$(26.6)$4.4 $31.0 704.5 %$(64.9)$19.7 $84.6 429.4 %
The increasefluctuations for the three and nine months ended September 30, 2021 was primarily driven by cost-saving and margin improvement programs designed2022, as compared to generate substantial incremental cash flow including the CPA Global Acquisition Integration and Optimization Program implemented in Q4 2020, as well as the One Clarivate restructuring plan, which streamlines operations within targeted areas of the Company implemented in Q2 2021. The increase was partially
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(In thousands, except share and per share data, option prices, ratios or as noted)
offset by the wind down of costs associated with the Operation Simplification and Optimization Program and the DRG Acquisition Integration Program.
Other Operating Income (Expense), Net
Other operating expense of $4,411 for the three months ended September 30, 2021, increased by $4,273, or 3,096.4%, from other operating expense of $138 for the three months ended September 30, 2020. Other operating expense of $19,741 for theand nine months ended September 30, 2021, decreased by $34,416, or 234.5%, from other operating income of $14,675 for the nine months ended September 30, 2020. The fluctuationsrespectively, were primarily driven by the consolidated impact of the remeasurement of the assets and liabilities of our Company that are denominated in currencies other than each relevant entity’s functional currency.currency, with the largest impacts derived from transactions denominated in GBP.
Mark to Market Adjustment(Gain) Loss on Financial Instruments
Three Months Ended September 30,Change
2022 vs. 2021		Nine Months Ended September 30,Change
2022 vs. 2021
20222021$%20222021$%
Mark to market (gain) loss on financial instruments$(53.3)$(83.0)$(29.7)(35.8)%$(202.7)$(113.2)$89.5 79.1 %

The mark to market adjustment relates to the Private Placement Warrants issued in a private placement concurrently with the Churchill Capital Corp initial public offering and still heldincrease was driven by the initial holders. The markchange in the Company’s share price and its impact as an input to market adjustment on financial instruments resulted in a gain of $83,013 for the three months ended September 30, 2021, a change of $227,766, or 157.3%, compared to a loss of $144,753 for the three months ended September 30, 2020. The mark to market adjustment on financial instruments resulted in a gain of $113,207 for the nine months ended September 30, 2021, a change of $337,382, or 150.5%, compared to a loss of $224,175 for the nine months ended September 30, 2020. The fluctuations were primarily driven by the Black-Scholes option valuation model and change in the Company's share price for the three and nine months ended September 30, 20212022, as compared to the three and nine months ended September 30, 2020.2021, respectively.
Interest Expense and amortization of debt discount, Net
Interest expense, net of $65,194 for the three months ended September 30, 2021, increased by $44,950, or 222.0%, from $20,244 for the three months ended September 30, 2020. Interest expense, net of $141,156 for the nine months ended September 30, 2021, increased by $68,850, or 95.2%, from $72,306 for the nine months ended September 30, 2020. The increase was primarily attributed to the additional $360,000 incremental term loan borrowing in connection with the DRG Transaction in February 2020, the $1,600,000 incremental term loan borrowing in connection with the CPA Global Transaction in October 2020, and the June 2021 private placement offering of $1,000,000 in aggregate principal amount of Old Secured Notes due June 30, 2028 and $1,000,000 in aggregate principle amount of Old Unsecured Notes due June 30, 2029. In August 2021, the Old Secured Notes and Old Unsecured Notes were exchanged for the 3.875% New Secured Notes due July 1, 2028 and 4.875% New Unsecured Notes due July 1, 2029.
Provision (benefit) for Income Taxes
Provision for income taxes of $3,770 on pre-tax book income of $32,194 for the three months ended September 30, 2021, decreased by $555 from a provision of $4,325 on a pre-tax book loss of $177,661 for the three months ended September 30, 2020. Provision for income taxes of $12,240 on a pre-tax book loss of $146,854 for the nine months ended September 30, 2021, decreased by $1,453 from a provision of $13,693 on a pre-tax book loss of $323,207 for the nine months ended September 30, 2020. The effective tax rate being 8.3%for the nine months ended September 30, 2021, compared to 4.2% for the nine months ended September 30, 2020. The overall increase in tax expense is due to the mix of taxing jurisdictions in which pre-tax profits and losses were recognized. The current year effective tax rate may not be indicative of our effective tax rates for future periods.51

Dividends on preferred shares

Dividends on preferred shares of $22,431 for the three and nine months ended September 30, 2021 increased 100% compared to the three and nine months ended September 30, 2020. In July 2021, The Company's board of directors declared a quarterly dividend of approximately $1.12 per share on its 5.25% Series A Mandatory Convertible Preferred Shares, payable on September 1, 2021 to shareholders of record at the close of business on August 15, 2021. The number of ordinary shares deliverable in respect of such dividend was 664,730, which was determined based on the average volume-weighted average price per ordinary shares over the five consecutive trading day period ending on, and including, the trading day prior to September 1, 2021, which had a value of $16,141. As of September 30, 2021, we recognized an additional $6,289 of accrued preferred share dividends. While the dividends on the MCPS are cumulative, they will not be paid until declared by the Company’s board of directors. If no dividends are declared and paid, they will continue to accumulate as the agreement contains a backstop to it being paid even if never declared by the board.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
(In thousands,millions, except share and per share data, option prices, ratios or as noted)
Three Months Ended September 30,Change
2022 vs. 2021		Nine Months Ended September 30,Change
2022 vs. 2021
20222021$%20222021$%
Interest expense and amortization of debt discount, net$71.5 $65.3 $6.2 9.5 %$193.3 $141.2 $52.1 36.9 %
The increases were primarily attributed to the private placement offerings and subsequent exchange offers of our New Senior Secured Notes due 2028 and Senior Notes due 2029, which took place in the second and third quarter of 2021, respectively.
Provision (benefit) for Income Taxes
Provision for income taxes of $22.1 on pre-tax book expense of $4,393.4 for the three months ended September 30, 2022, increased by $18.4 from a provision of $3.7 on a pre-tax book income of $32.1 for the three months ended September 30, 2021. Provision for income taxes of $48.9 on pre-tax book expense of $4,234.7 for the nine months ended September 30, 2022, increased by $36.7 from a provision of $12.2 on a pre-tax book expense of $146.9 for the nine months ended September 30, 2021. The effective tax rate was 1.2%for the nine months ended September 30, 2022, as compared to 8.3% for the nine months ended September 30, 2021. The overall increase in tax expense is due to the change in the mix of taxing jurisdictions in which pre-tax profits and losses were recognized and the higher mark to market gain on the private warrants. The current quarter effective tax rate may not be indicative of our effective tax rates for future periods.
Dividends on Preferred Shares
Three Months Ended September 30,Change
2022 vs. 2021		Nine Months Ended September 30,Change
2022 vs. 2021
20222021$%20222021$%
Dividends on preferred shares$18.9 $22.4 $(3.5)(15.6)%$56.3 $22.4 $33.9 151.3 %

The fluctuation for the nine months ended September 30, 2022, as compared to the nine months ended September 30, 2021, was due to to the dividends on our mandatory convertible preferred shares that are calculated at an annual rate of 5.25% of the liquidation preference of $100.00 per share. The dividends on our preferred shares were first declared in the third quarter of 2021, and as a result, accumulated more expense in 2022 compared to 2021.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations
(In millions, except share and per share data, option prices, ratios or as noted)
Certain Non-GAAP Measures
We include non-GAAP measures in this quarterly report, including Adjusted Revenues, Adjusted EBITDA, Adjusted EBITDA margin, Free Cash Flow and Adjusted Free Cash Flow, because they are a basis upon which our management assesses our performance, and we believe they reflect the underlying trends and indicators of our business by allowing management to focus on the most meaningful indicators of our continuous operational performance.
Although we believe these measures are useful for investors for the same reasons, we recommend users of the financial statements to note these measures are not a substitute for GAAP financial measures or disclosures. We provide reconciliations of these non-GAAP measures to the corresponding most closely related GAAP measure.
Adjusted Revenues
We present Adjusted Revenues, which excludes the impact of the deferred revenues purchase accounting adjustments as a result of businesses that we have acquired. We present this measure because we believe it is useful to readers to better understand the underlying trends in our operations. Our presentation of Adjusted Revenues is for informational purposes only and is not necessarily indicative of our future results.

The following table presents our calculation of Adjusted Revenues for the three and nine months ended September 30, 2021 and 2020, and a reconciliation of this measure to our Revenues, net for the same periods:

Three Months Ended September 30,Variance
(in thousands, except percentages)20212020$%
Revenues, net$442,117 $284,360 $157,757 55.5 %
Deferred revenues adjustment72 2,107 (2,035)(96.6)%
Adjusted revenues$442,189 $286,467 $155,722 54.4 %
 Nine Months Ended September 30,Variance
(in thousands, except percentages)20212020 $%
Revenues, net$1,316,192 $798,452  $517,740  64.8 %
Deferred revenues adjustment4,465 7,421  (2,956) (39.8)%
Adjusted revenues$1,320,657  $805,873  $514,784  63.9 %
Adjusted EBITDA and Adjusted EBITDA margin
Adjusted EBITDA is presented because it is a basis upon which our management assesses our performance, and we believe it is useful for investors to understand the underlying trends of our operations. See Certain Non-GAAP Measures - Adjusted EBITDA and Adjusted EBITDA margin for important information on the limitations of Adjusted EBITDA and its reconciliation to our Netnet loss under GAAP. Adjusted EBITDA represents net (loss) incomeloss before provision for income taxes, depreciation and amortization, interest income and expense adjusted to exclude acquisition or disposal-related transaction costs (such costs include net income from continuing operations before provision for income taxes, depreciation and amortization and interest income and expense from divestitures), stock-basedshare-based compensation, mandatory convertible preferred share dividend expense, unrealized foreign currency gains/gains (losses), costs associated with the transition services agreement with Thomson Reuters, which we entered into in connection with our separation from Thomson Reuters in 2016, separation and integration costs, transformational and restructuring expenses, acquisition-related adjustments to deferred revenues, costs related to our merger with Churchill Capital Corp in 2019, non-operating income or expense, the impact of certain non-cash, mark to marketmark-to-market adjustments on financial instruments, legal settlements and other items that are included in net income for the period that the Company does not consider indicative of its ongoing operating performance and certain unusual items impacting results in a particular period. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by Adjusted Revenues.Revenues, net plus the impact of the deferred revenue purchase accounting adjustments relating to acquisitions prior to 2021.
Our presentation of Adjusted EBITDA and Adjusted EBITDA margin should not be construed as an inference that our future results will be unaffected by any of the adjusted items, or that our projections and estimates will be realized in their entirety or at all. In addition, because of these limitations, Adjusted EBITDA should not be considered as a measure of liquidity or discretionary cash available to us to fund our cash needs, including investing in the growth of our business and meeting our obligations.
The following table presents our calculation of Adjusted EBITDA for the three and nine months ended September 30, 2022 and 2021, and reconciles these measures to our net income (loss) for the same periods:
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
(In thousands,millions, except share and per share data, option prices, ratios or as noted)
The following table presents our calculation of
 Three Months Ended September 30,Nine Months Ended September 30,
(in millions, except percentages)2022202120222021
Net income (loss) attributable to ordinary shares$(4,434.4)$6.0$(4,339.9) $(181.5)
Dividends on preferred shares18.922.456.322.4
Net income (loss)(4,415.5)28.4(4,283.6)(159.1)
Provision for income taxes22.1 3.748.9 12.2
Depreciation and amortization169.7 130.7521.7 392.6
Interest expense and amortization of debt discount, net71.5 65.3193.3 141.2
Deferred revenues adjustment(1)
0.3 0.10.9 4.5
Transaction related costs(2)
(3.7) 16.48.1 7.4
Share-based compensation expense20.8 10.679.9 107.7
Restructuring and impairment(3)
26.07.156.9125.7
Goodwill impairment4,448.6—4,448.6—
Mark to market (gain) loss on financial instruments(4)
(53.3)(83.0)(202.7)(113.2)
Other(5)
(14.9) 10.7(63.7) 24.8
Adjusted EBITDA$271.6$190.0$808.3$543.8
Adjusted EBITDA margin42.7%43.0%40.7%41.2%
(1) Reflects the deferred revenues adjustment made as a result of purchase accounting prior to the adoption of ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. In the fourth quarter of 2021, Clarivate adopted ASU No. 2021-08 which allows an acquirer to account for the related revenue contracts in accordance with ASC 606, Revenue from Contracts with Customers, as if it had originated the contracts. This guidance was applied retrospectively to all business combinations for which the acquisition date occurs during or subsequent to 2021.
(2) Includes costs incurred to complete business combination transactions, including acquisitions, dispositions and capital market activities and include advisory, legal, and other professional and consulting costs. During the six months ended June 30, 2021, this also includes the mark-to-market adjustments on the contingent stock consideration associated with the CPA Global and DRG acquisitions.
(3) Primarily reflects costs related to restructuring and impairment associated with One Clarivate, ProQuest and CPA Global Programs. Refer to Note 21 - Restructuring and Impairment in Item 1, Financial Statements and Supplementary Data, for further information.
(4) Reflects mark-to-market adjustments on financial instruments under ASC 815, Derivatives and Hedging. Warrant instruments that do not meet the criteria to be considered indexed to an entity's own stock shall be initially classified as a liability at their estimated fair values, regardless of the likelihood that such instruments will ever be settled in cash. In periods subsequent to issuance, changes in the estimated fair value of the liabilities are reported through earnings.
(5) Primarily includes the net impact of foreign exchange gains and losses related to the re-measurement of balances and other items that do not reflect our ongoing operating performance.
Free Cash Flow and Adjusted EBITDA for the three and nine months ended September 30, 2021 and 2020, and reconciles these measures to our Net loss for the same periods:
 Three Months Ended September 30,Nine Months Ended September 30,
(in thousands, except percentages)
2021
(As Restated)(6)
2020
(As Restated)(7)
2021
(As Restated)(6)
2020
(As Restated)(7)
Net income (loss) attributable to ordinary shares$5,993$(181,986)$(181,525) $(336,900)
Dividends on preferred shares22,431—22,431—
Net income (loss)28,424(181,986)(159,094)(336,900)
Provision (benefit) for income taxes3,770 4,32512,240 13,693
Depreciation and amortization130,683 68,614392,513 176,200
Interest expense and amortization of debt discount, net65,194 20,244141,156 72,306
Deferred revenues adjustment (1)
72 2,1074,465 7,421
Transaction related costs (2)
16,491 34,9387,473 70,154
Share-based compensation expense10,609 6,796107,767 31,121
Restructuring and impairment (3)
7,0663,192125,68526,792
Mark to market adjustment on financial instruments (4)
(83,013)144,753(113,207)224,175
Other (5)
10,700 5,22424,817 1,586
Adjusted EBITDA$189,996$108,207$543,815$286,548
Adjusted EBITDA margin43.0%37.8%41.2%35.6%
(1)Reflects the deferred revenues adjustment as a result of purchase accounting associated with businesses that were acquired.
(2)Includes costs incurred to complete business combination transactions, including acquisitions, dispositions and capital market activities and include advisory, legal, and other professional and consulting costs. This also includes the mark to market adjustments on the contingent stock consideration associated with the CPA Global and DRG acquisitions, as well as the mark to market adjustment associated with the CPA phantom share liability plan.
(3)Reflects costs related to restructuring and impairment associated with the acquisition of primarily DRG and CPA Global in 2020. This also includes costs incurred in connection with the initiative, following our merger with Churchill Capital Corp in 2019, to streamline our operations by simplifying our organization and focusing on two segments. During 2021, the CPA Global plan continued as well as the addition of a new One Clarivate Program, which was an approved restructuring action to streamline operations within targeted areas of the Company. Additionally, during the three and nine months ended September 30, 2021, we incurred impairment charges taken on right-of-use assets of $757 and $50,979, respectively, relating the exit and ceased use of leased properties.
(4)Reflects mark to market adjustments on financial instruments 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.
(5)Includes primarily the net impact of foreign exchange gains and losses related to the re-measurement of balances and other items that do not reflect our ongoing operating performance. The 2020 detail also includes costs related to a transition services agreement and offset by the reverse transition services agreement from the sale of MarkMonitor and costs incurred in connection with and after our separation from Thomson Reuters in 2016 relating to the implementation of our standalone company infrastructure and related cost-savings initiatives. These costs include mainly transition consulting, technology infrastructure, personnel and severance expenses relating to our standalone company infrastructure, which are recorded in selling, general and administrative costs in our income statement, as well as expenses related to the restructuring and transformation of our business following our separation from Thomson Reuters in 2016 mainly related to the integration of separate business units into one functional organization and enhancements in our technology. These costs were largely wound down by the end of December 31, 2020.
(6)The 'As Restated' 2021 column represent the correction and restatement per this Form 10-Q/A relating to errors in the equity plan of CPA Global that were incorrectly included as part of the purchase accounting. See Note 27 - Restatement of Previously Issued Financial Statements, in Item 1, Financial Statements (Unaudited), for additional information related to the restatement of the Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2021.
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(In thousands, except share and per share data, option prices, ratios or as noted)
(7)The 'As Restated' 2020 column includes adjustments pertaining to errors in the Private Placement Warrants that were initially issued by the SPAC. See Note 25 - Restatement of Prior Period Financial Statements, in Item 1, Financial Statements (Unaudited), for additional information related to the restatement of the Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2020.
Free Cash Flow
We use free cash flow and adjusted free cash flow in our operational and financial decision-making and believe free cash flow isand adjusted free cash flow are useful to investors because similar measures are frequently used by securities analysts, investors, ratings agencies and other interested parties to evaluate our competitors and to measure the ability of companies to service their debt. Our presentation of free cash flow and adjusted free cash flow should not be construed as a measure of liquidity or discretionary cash available to us to fund our cash needs, including investing in the growth of our business and meeting our obligations.
We define free cash flow as net cash provided by operating activities less capital expenditures. Adjusted free cash flow is calculated as free cash flow, less cash paid for restructuring and lease-exit activities, payments related to the CPA Global equity plan, transaction related costs, interest on debt held in escrow, debt issuance costs, and other one-time payments that the Company does not consider indicative of its ongoing operating performance. For further discussion on free cash flow and adjusted free cash flow, including a reconciliation to cash flows provided by operating activities, refer to Liquidity and Capital Resources - Cash Flows below.

Liquidity and Capital Resources
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
(In millions, except share and per share data, option prices, ratios or as noted)
Liquidity describes the ability of a company to generate sufficient cash flows to meet the cash requirements of its business operations, including working capital needs, capital expenditures, debt service, acquisitions, other commitments and contractual obligations. Our principal sources of liquidity include cash from operating activities, cash and cash equivalents on our Condensed Consolidated Balance Sheets and amounts available under our revolving credit facility. We consider liquidity in terms of the sufficiency of these resources to fund our operating, investing and financing activities for a period of 12 months after the financial statement issuance date.
Our cash flows from operations are generated primarily from payments from our subscription and re-occurring transaction customers. As described above, the standard term of a subscription is typically 12 months. When a customer enters into a new subscription agreement, or submits a notice to renew their subscription, we typically invoice for the full amount of the subscription period, record the balance to deferred revenues, and ratably recognize the deferral throughout the subscription period. As a result, we experience cash flow seasonality throughout the year, with a heavier weighting of operating cash inflows occurring during the first half, and particularly first quarter, of the year, when most subscription invoices are sent, as compared to the second half of the year.
We require and will continue to need significant cash resources to, among other things, meet our debt service requirements under our credit facilities, the new unsecured notes due 2029, the new secured notes due 2028, the secured notes due 2026, and any future indebtedness, fund our working capital requirements, make capital expenditures (including related to product development), and expand our business through acquisitions. Based on our forecasts, we believe that cash flow from operations, available cash on hand and available borrowing capacity under our revolving credit facility will be adequate to service debt, meet liquidity needs and fund necessary capital expenditures for at least the next 12 months. Our future capital requirements will depend on many factors, including the number of future acquisitions and the timing and extent of spending to support product development efforts. We could be required, or could elect, to seek additional funding through public or private equity or debt financings; however, additional funds may not be available on terms acceptable to us.
The below table summarizes our total liquidity for the periods presented:
Total LiquiditySeptember 30,December 31,
(in millions)20222021
Cash and cash equivalents$446.0 $430.9 
Additional availability under revolving credit facility565.8 168.9 
$1,011.8 $599.8 
Unrestricted cash and cash equivalents was $2,479,880$446.0 and $257,730$430.9 as of September 30, 20212022 and December 31, 2020,2021, respectively. Restricted cash increaseddecreased from $14,678$156.7 as of December 31, 20202021 to $1,857,657$8.6 as of September 30, 20212022 primarily due to the restrictive conditions placed onpayments in the usefirst quarter of 2022 to respective employees via payroll from restricted cash related to the CPA Global Equity Plan. In the fourth quarter of 2021, the Company received cash from our 2021 New Senior Secured Notes and New Senior Notes. The gross proceeds were deposited by the Issuer, and are currently held,sale of treasury shares from the Employee Benefit Trust established for the CPA Global Equity Plan in segregated escrow accounts. Refer to Note 14 - Debt in Item 1, Financial Statements and Supplementary Data, for additional information.December 2021. As of September 30, 2021,2022, we had approximately $5,368,526$5,544.3 of total debt outstanding, consisting primarily of $2,825,950$2,797.4 in borrowings under our term loan facility, $921,399$921.4 in outstanding principal of our new senior notes due 2029, $921,177$921.2 in outstanding principal of our new senior secured notes due 2028, $700,000$700.0 in outstanding principal of senior secured notes due 2026, and $0$175.0 of borrowings under our revolving credit facility.facility, and $29.3 related to a finance lease.

As of both September 30, 2022 and December 31, 2021, we had $175.0 outstanding on the revolving credit facility. Additional availability under the revolving credit facility as of September 30, 2022 and December 31, 2021 was $565.8 and $168.9, respectively, which is net of a letter of credit utilization of $9.2 and $6.1.
On June 24, 2021, we issued a private placement offering of $1,000,000$1,000.0 in aggregate principal amount of Senior Secured Notes due June 30, 2028 (the "Old Secured Notes") and $1,000,000$1,000.0 in aggregate principleprincipal amount of Senior Notes due June 30, 2029 (the "Old Unsecured Notes" and, together with the Old Secured Notes, the "Old Notes") bearing interest at a rate of 3.875% and 4.875% per annum, respectively. In August 2021, we exchanged all of the outstanding, validly tendered and not withdrawn Old Secured Notes for the newly-issuednewly issued 3.875% Senior Secured Notes due
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(In thousands, except share and per share data, option prices, ratios or as noted)
2028, and exchanged all of the outstanding, validly tendered and not withdrawn Old Unsecured Notes for the Issuer’s newly-issued 4.875% Senior Notes due 2029. The exchange was treated as a debt modification in accordance with Accounting Standards Codification 470, Debt ("ASC 470"). See Note 14 - Debt for further details.

470. We intend to useused the net proceeds to finance a portion of the purchase price for the ProQuest acquisition, which we announcedwas completed on May 17,December 1, 2021.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
(In millions, except share and per share data, option prices, ratios or as noted)
Refer to Note 11 - Debt in Item 1, 2020, in connection with the CPA Global acquisition, the Company incurred an incremental $1,600,000Financial Statements and Supplementary Data,     for additional information and a summary of borrowingsamounts due under our term loan facility and used the net proceeds from such borrowings to fund a portionall of the repaymentoutstanding borrowings as of CPA Global's outstanding debt. See Debt Profile below.September 30, 2022 and December 31, 2021.

In August 2021, the Company's boardBoard of directorsDirectors authorized a share repurchase program allowing the Company to purchase up to $250,000$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 threenine months ended September 30, 2021,2022, the Company purchased 2,599,700repurchased 10.7 million ordinary shares forwith a total carrying value of $65,215.$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 September 30, 2021,2022, the Company had approximately $184,785$825.0 of availability remaining under this program The share repurchase program was suspended temporarily dueprogram. See Note 13 - Shareholders’ Equity for additional information related to the secondary offering in September 2021.

Share Repurchase Program.
Cash Flows

The following table discloses our condensed consolidated cash flows provided by (used in) operating, investing and financing activities for the periods presented:
Nine Months Ended September 30,Change
2021 vs. 2020
(in thousands)20212020$%
Net cash provided by operating activities$305,515 $128,022 $177,493 139 %
Net cash used in investing activities(100,511)(966,151)(865,640)(90)%
Net cash provided by financing activities3,864,985 1,370,079 2,494,906 182 %
Effect of exchange rates(4,860)(6,447)1,587 25 %
Net increase in cash and cash equivalents, and restricted cash4,065,129  525,503 3,539,626 674 %
Cash and cash equivalents, and restricted cash beginning of the year272,408 76,139 196,269 258 %
Cash and cash equivalents, and restricted cash end of the period$4,337,537  $601,642 $3,735,895 621 %

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

Net cash provided by operating activities was $305,515 and $128,022 for the nine months ended September 30, 2021 and 2020, respectively. The increase of $177,493 in net cash provided by operating activities was primarily due to an increase in the source of cash for net working capital, increased accounts receivable collections from acquired businesses as well as an increase in net income after adjustment for non-cash items such as the mark to market adjustment on financial instruments, the mark to market adjustment on contingent and phantom shares, restructuring and impairment charges, and share-based compensation.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations
(In thousands, except share and per share data, option prices, ratios or as noted)
Net Working Capital
(in thousands, except ratio)September 30, 2021

December 31, 2020September 30, 2020December 31, 2019
Current assets5,048,540 1,147,564 944,251 493,076 
Current liabilities3,128,208 1,423,093 662,676 650,998 
Net Working Capital1,920,332 (275,529)281,575 (157,922)

Cash Flows Used in Investing Activities
Net cash used in investing activities was $100,511 and $966,151 for the nine months ended September 30, 2021 and 2020, respectively. The $865,640 decrease in cash used in investing activities was primarily due to acquisitions, net of cash acquired due to the acquisition of DRG in February 2020 and acquisition of intangible assets due to key business intangible assets acquired from CustomersFirst Now in June 2020, partially offset by the acquisition of Bioinfogate in August 2021. The decrease in cash used in investing activities was offset by an increase in capital expenditures and cash flows provided by the divestiture related to the sale of MarkMonitor AntiFraud, Antipiracy, and Brand Protection Products in January 2020.
Our capital expenditures in both 2021 and 2020 consisted primarily of capitalized labor, consulting and other costs associated with product development.

Cash Flows Provided by Financing Activities
Net cash provided by financing activities was $3,864,985 and $1,370,079 for the nine months ended September 30, 2021 and 2020, respectively. The $2,494,907 increase in cash provided by financing activities was primarily due: (i) increase in proceeds from the issuance of debt due to the private placement offering of $921,177 in aggregate principal amount of Old Senior Secured Notes due 2028 and $921,399 in aggregate principle amount of Old Senior Notes due 2029 in June 2021 compared to the $360,000 of borrowings under our term loan facility in February 2020; (ii) increase in proceeds of $1,392,671 from the issuance of our 5.25% Series A MCPS in June 2021; (iii) decrease in repayment of borrowings under the revolving credit facility; (iv) increase in proceeds from the issuance of stock options; (v) decrease in payments related to tax withholdings for share-based compensation; and (vi) decrease in contingent purchase price payments related to the TradeMark Vision contingent earn out in the first quarter of 2020. The increase in cash provided by financing activities was offset by: (i) decrease in proceeds from the exercise of the Company's outstanding public warrants in the first quarter of 2020; (ii) repayment due to the redemption on the remaining outstanding $78,823 of Old Secured Notes and $78,601 of Old Unsecured Notes in August 2021; (iii) decrease in proceeds from the issuance of ordinary shares driven by the Company's public offerings of 27,600,000 ordinary shares at $20.25 per share in February 2020 and 50,400,000 of our ordinary shares at a share price of $22.50 per share, of which 14,000,000 were ordinary shares offered by Clarivate and 36,400,000 were ordinary shares offered by selling shareholders in June 2020 compared to the public offering of 44,230,768 of our ordinary shares at a share price of $26.00, of which 28,846,154 ordinary shares were issued and sold by Clarivate and 15,384,614 were sold by selling shareholders in June 2021; (iv) use of proceeds to repurchase 2,599,700 of the Company's ordinary shares for a total of $65,215 in Q3 2021; (v) increase in principal payments on the term loan; and (vi) increase in the payment of debt issuance costs compared to the prior period.
In February 2020, we completed an underwritten public offering of 27,600,000 of our ordinary shares, generating net proceeds of $540,736, which we used to fund a portion of the cash consideration for the DRG acquisition. In addition, we incurred an incremental $360,000 of term loans under our term loan facility and used the net proceeds from such borrowings, together with cash on hand, to fund the remainder of the cash consideration for the DRG acquisition and to pay related fees and expenses.

In June 2020, we completed an underwritten public offering of 50,400,000 of our ordinary shares at a share price of $22.50. Of the 50,400,000 ordinary shares, 14,000,000 were primary ordinary shares offered by Clarivate and 36,400,000 were secondary ordinary shares offered by selling shareholders including 20,821,765 ordinary shares from Onex, 8,097,354 ordinary shares from Baring and 7,480,881 ordinary shares from Directors, Executive Officers and other shareholders. The Company did not receive any proceeds from the sale of secondary ordinary shares by the selling shareholders. The Company received approximately $304,030 in net proceeds from the sale of ordinary shares offered by the Company, after deducting underwriting discounts and estimated offering expenses payable, for general corporate purposes.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
(In thousands, except share and per share data, option prices, ratios or as noted)

In June 2021, we completed an underwritten public offering of 44,230,768 of our ordinary shares at a share price of $26.00, of which 28,846,154 ordinary shares were issued and sold by Clarivate and 15,384,614 were sold by selling shareholders (which included 5,769,230 ordinary shares that the underwriters purchased pursuant to their option to purchase additional shares). The ordinary shares sold by selling shareholders included 10,562,882 ordinary shares from Onex, 4,107,787 ordinary shares from Baring and 713,945 ordinary shares from Directors, Executive Officers and other shareholders. The Company received approximately $728,080 in net proceeds from the sale of ordinary shares offered by the Company, after deducting underwriting discounts and estimated offering expenses payable. We intend to use the net proceeds to finance a portion of the purchase price for the ProQuest acquisition, which we announced on May 17, 2021. If the ProQuest acquisition is not consummated, Clarivate intends to use the net proceeds received by it from the Offerings for general corporate purposes. 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 14,375,000 of our 5.25% Series A MCPS (which included 1,875,000 of our MCPS that the underwriters purchased pursuant to their option to purchase additional shares). The Company received approximately $1,392,671 in net proceeds from the sale of our MCPS offered by the Company, after deducting underwriting discounts and estimated offering expenses payable. We intend to use the net proceeds to finance a portion of the purchase price for the ProQuest acquisition, which we announced on May 17, 2021. If the ProQuest acquisition is not consummated, Clarivate intends to use the net proceeds received by it from the Offerings for general corporate purposes.

Dividends on the MCPS are payable on a cumulative basis when declared by Clarivate’s board of directors, or an authorized committee of Clarivate’s board of directors, at an annual rate of 5.25% of the liquidation preference of $100.00 per share. Clarivate may pay declared dividends in cash or, subject to certain limitations, in Clarivate ordinary shares, or in any combination of cash and ordinary shares, on March 15, June 15, September 15 and December 15 of each year, commencing on September 15, 2021 and ending on June 1, 2024.

In July 2021, The Company's board of directors declared a quarterly dividend of approximately $1.12 per share on its 5.25% Series A Mandatory Convertible Preferred Shares, payable on September 1, 2021 to shareholders of record at the close of business on August 15, 2021. As permitted by the Statement of Rights governing its 5.25% Series A Mandatory Convertible Preferred Shares, such dividend was paid by delivery of ordinary shares (other than $1 paid in cash in lieu of any fractional ordinary share). The number of ordinary shares deliverable in respect of such dividend was 664,730, which was determined based on the average volume-weighted average price per ordinary shares over the five consecutive trading day period ending on, and including, the trading day prior to September 1, 2021, which had a value of $16,141. As of September 30, 2021, we recognized $6,289 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 no dividends are declared and paid, they will continue to accumulate as the agreement contains a backstop to it being paid even if never declared by the board.

During the period January 1, 2020 through February 21, 2020, 24,132,666 of the Company’s outstanding warrants were exercised for one ordinary share per whole warrant at a price of $11.50 per share. On February 20, 2020, we announced the redemption of all of our outstanding public warrants to purchase our ordinary shares that were issued as part of the units sold in the Churchill Capital Corp initial public offering that remained outstanding at 5:00 p.m. New York City time on March 23, 2020, for a redemption price of $0.01 per public warrant. In addition, our board of directors elected that, upon delivery of the notice of the redemption on February 20, 2020, all public warrants were to be exercised only on a “cashless basis.” Accordingly, by virtue of the cashless exercise of public warrants, exercising public warrant holders received 0.4626 of an ordinary share for each public warrant, and 4,747,432 ordinary shares were issued for public warrants exercised on a cashless basis and 4,649 public warrants were redeemed for $0.01 per public warrant. As of September 30, 2021, no public warrants were outstanding.
Free Cash Flow (non-GAAP measure)
The following table reconciles free cash flow measure, which is a non-GAAP measure, to net cash provided by operating activities:
Nine Months Ended September 30,
20222021
Net cash provided by operating activities$372.4 $305.5 
Net cash used in investing activities(170.8)(100.5)
Net cash (used in) provided by financing activities(267.5)3,865.0 
Effect of exchange rates(64.5)(4.9)
Net increase (decrease) in cash and cash equivalents, and restricted cash$(130.4) $4,065.1 
Net increase (decrease) in cash and cash equivalents$17.7 $2,222.2 
Net increase (decrease) in restricted cash(148.1)1,842.9 
Net increase (decrease) in cash and cash equivalents, and restricted cash$(130.4)$4,065.1 
Cash and cash equivalents, beginning of period$430.9 $257.7 
Restricted cash, beginning of period156.7 14.7 
Cash and cash equivalents, and restricted cash beginning of the year$587.6 $272.4 
Cash and cash equivalents, end of period$448.6 $2,479.9 
Restricted cash, end of period8.6 1,857.6 
Cash and cash equivalents, and restricted cash end of the period$457.2 $4,337.5 
Cash Flows Provided by Operating Activities
Net cash provided by operating activities consists of net income (loss) adjusted for non-cash items, such as depreciation and amortization of property and equipment and intangible assets, deferred income taxes, share-based compensation, restructuring and impairment, including goodwill, mark to market adjustments on financial instruments, mark to market adjustment on contingent shares, deferred finance charges and for changes in net working capital assets and liabilities.
The increase of $66.9 in net cash provided by operating activities was primarily due to higher earnings excluding the non-cash goodwill impairment charge, as well as timing of working capital.
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(In thousands,millions, except share and per share data, option prices, ratios or as noted)
Nine Months Ended September 30,
20212020
Net cash provided by operating activities$305,515 $128,022 
Capital expenditures(86,197)(78,597)
Free cash flow$219,318  $49,425 
Net Working Capital
Free
September 30, 2022

December 31, 2021September 30, 2021December 31, 2020
Current assets$1,451.8 $1,637.2 $5,048.5 $1,147.6 
Current liabilities1,632.5 1,902.0 3,128.2 1,423.1 
Net Working Capital$(180.7)$(264.8)$1,920.3 $(275.5)

Cash Flows Used in Investing Activities
Cash used in investing activities are primarily for acquisitions and capital expenditures, while cash flowinflows are primarily proceeds from divestitures.
The $70.3 increase in cash used in investing activities was $219,318primarily due to increased capital expenditures associated with product development. Our capital expenditures in both 2022 and 2021 consisted primarily of capitalized labor, consulting and other costs associated with product development.
Cash Flows Used in Financing Activities
During the nine months ended September 30, 2022, net cash used in financing activities was primarily driven by the use of $175.0 for repurchases of the Company's ordinary shares and $56.6 used for payment of cash dividends associated with our MCPS. During the nine months ended September 30, 2021, comparednet cash provided by financing activities was primarily related to $49,425 for the nine months ended September 30, 2020. cash raised to finance the purchase price of the ProQuest acquisition in December 2021, which included: (i) the private placement offering of $1,000.0 in aggregate principal amount of Senior Secured Notes due 2028 and $1,000.0 in aggregate principal of Senior Notes due 2029, (ii) net proceeds of 1,392.7 from the issuance of our 5.25% Series A MCPS, and (iii) net proceeds of $728.1 from the ordinary shares that were issued and sold by the Company in June 2021.
Free Cash Flow and Adjusted Free Cash Flow (non-GAAP measures)
The increase infollowing table reconciles Free cash flow and Adjusted free cash flow, was primarily duewhich are non-GAAP measures, to higher net cash provided by operating activitiesactivities:
Nine Months Ended September 30,
20222021
Net cash provided by operating activities$372.4 $305.5 
Capital expenditures(156.5)(86.2)
Free cash flow$215.9 $219.3 
Cash paid for CPA Global equity plan(1)
150.7 — 
Cash paid for restructuring costs(2)
33.4 65.8 
Cash paid for transaction related costs(3)
11.9 21.2 
Cash paid for other costs(4)
2.8 1.5 
Cash paid for debt issuance costs— 7.8 
Adjusted free cash flow$414.7 $315.6 
(1) Includes cash funded by a trust related to CPA Global equity plan payout upon vesting.
(2) Reflects cash payments for costs primarily related to restructuring and lease-exit activities associated with the One Clarivate, ProQuest and CPA Global Programs. The costs associated with the CPA Global program were substantially complete as of June 30, 2022.
(3) Includes cash paid for costs incurred to complete business combination transactions, which comprises of acquisitions, dispositions and capital market activities, as well as advisory, legal, and other professional and consulting costs.
(4) Includes cash paid for other costs that do not reflect our ongoing operating performance.
Adjusted free cash flow increased $99.1 compared to the prior year period, primarily due to an increase in the source of cash for net working capital, as well as an increase in net income after adjustment for non-cash items such as mark to market adjustment on financial instruments, mark to market adjustment on contingent and phantom shares, restructuring and impairment, and share-based compensation. The increase in free cash flow wasprovided by operating activities, partially offset by an increase in capital expenditures primarily driven by the acquired CPA business in Q4 2020.expenditures.
Required Reported Data - Standalone Adjusted EBITDA
We are required to report Standalone Adjusted EBITDA, which is identical to Consolidated EBITDA and EBITDA as such terms are defined under our credit facilities, dated as of October 31, 2019, the indentures governing our secured notes due 2026 issued by Camelot Finance S.A. and guaranteed by certain of our subsidiaries, and the indentures governing the New Notes issued by the Issuer in August 2021, respectively. In addition, the credit facilities and the indentures contain certain restrictive covenants that govern debt incurrence and the making of restricted payments, among other matters. These restrictive covenants utilize Standalone Adjusted EBITDA as a primary component of the compliance metric governing our ability to undertake certain actions otherwise proscribed by such covenants. Standalone Adjusted EBITDA reflects further adjustments to Adjusted EBITDA for cost savings already implemented and excess standalone costs.
Because Standalone Adjusted EBITDA is required pursuant to the terms of the reporting covenants under the credit facilities and the indentures and because this metric is relevant to lenders and noteholders, management considers Standalone Adjusted EBITDA to be relevant to the operation of its business. It is also utilized by management and the compensation committee of the Board as an input for determining incentive payments to employees.
Excess standalone costs are the difference between our actual standalone company infrastructure costs, and our estimated steady state standalone infrastructure costs. We make an adjustment for the difference because we have had to incur costs under the transition services agreement with Thomson Reuters after we had implemented the infrastructure to replace the services provided pursuant to the transition services agreement, thereby incurring dual running costs. Furthermore, there has been a ramp up period for establishing and optimizing the necessary standalone infrastructure. Since our separation from Thomson Reuters, we have had to transition quickly to replace services provided under the transition services agreement, with optimization of the relevant standalone functions typically following thereafter. Cost savings reflect the annualized “run rate” expected cost savings, net of actual cost savings realized, related to restructuring and other cost savings initiatives undertaken during the relevant period. These costs wound down at the end of December 31, 2020.
Standalone Adjusted EBITDA is calculated under the credit facilities and the indentures by using our consolidated net income (loss) for the trailing 12-month period (defined in the credit facilities and the indenture as our U.S. GAAP net income adjusted for certain items specified in the credit facilities and the indenture) adjusted for items including: taxes, interest expense, depreciation and amortization, non-cash charges, expenses related to capital markets transactions, acquisitions and dispositions, restructuring and business optimization charges and expenses, consulting and advisory fees, run-rate cost savings to be realized as a result of actions taken or to be taken in connection with an acquisition, disposition, restructuring or cost savings or similar initiatives, “run rate” expected cost savings, operating expense reductions, restructuring charges and expenses and synergies related to the transition projected by us, costs related to any management or equity stock plan, other adjustments of the type that were presented in the offering memorandum used in connection with the issuance of the secured notes due 2026 and earn-out obligations incurred in connection with an acquisition or investment.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
(In thousands,millions, except share and per share data, option prices, ratios or as noted)
The following table reconciles Standalone Adjusted EBITDA to our Net loss for the periods presented:
Twelve months ended September 30,
2021
(As Restated)(9)
 
2020
(As Restated)(10)
(in thousands)
Net loss attributable to ordinary shares$(195,250)$(421,321)
Dividends on preferred shares22,431 — 
Net loss(172,819)(421,321)
Provision for income taxes(4,151)18,298 
Depreciation and amortization519,463 231,585 
Interest, net180,764 136,057 
Deferred revenues adjustment (1)
20,145 7,497 
Transaction related costs (2)
36,605 74,295 
Share-based compensation expense147,118 35,829 
Gain on sale of Techstreet(28,140)— 
Restructuring and impairment (3)
155,031 42,462 
Impairment on assets held for sale— 18,431 
Mark to market adjustment on financial instruments (4)
(132,320)223,809 
Other (5)
22,171 4,157 
Adjusted EBITDA743,867 371,099 
Realized foreign exchange gain4,609 (5,730)
DRG Adjusted EBITDA impact (6)
— 26,580 
Bioinfogate Adjusted EBITDA impact(6)
325 — 
Cost savings (7)
59,039  36,345 
Excess standalone costs (8)
— 29,959 
Standalone Adjusted EBITDA$807,840  $458,253 
(1)Reflects the deferred revenues adjustments recorded as a result of purchase accounting for acquired businesses.
(2)Includes costs incurred to complete business combination transactions, including acquisitions, dispositions and capital market activities and include advisory, legal, and other professional and consulting costs.
(3)Reflects costs related to restructuring and impairment of right of use assets associated with the acquisition of DRG and CPA Global in 2020, and related lease optimization plans, as well as the approved One Clarivate restructuring program in 2021. This also includes costs incurred in connection with the initiative, following our merger with Churchill Capital Corp in 2019, to streamline our operations by simplifying our organization and focusing on two segments.
(4)Reflects mark to market adjustments on financial instruments recorded 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.
(5)Includes primarily the net impact of foreign exchange gains and losses related to the re-measurement of balances and other items that do not reflect our ongoing operating performance. The 2020 detail also includes costs related to a transition services agreement and offset by the reverse transition services agreement from the sale of MarkMonitor and costs incurred in connection with and after our separation from Thomson Reuters in 2016 relating to the implementation of our standalone company infrastructure and related cost-savings initiatives. These costs include mainly transition consulting, technology infrastructure, personnel and severance expenses relating to our standalone company infrastructure, which are recorded in selling, general and administrative costs in our income statement, as well as expenses related to the restructuring and transformation of our business following our separation from Thomson Reuters in 2016 mainly related to the integration of separate business units into one functional organization and enhancements in our technology. These costs were largely wound down by the end of December 31, 2020.
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(In thousands, except share and per share data, option prices, ratios or as noted)
(6)Represents the acquisition Adjusted EBITDA for the period beginning October 1, 2020 through the acquisition date of August 3, 2021 for Bioinfogate to reflect the company's Standalone Adjusted EBITDA as though acquisitions occurred at the beginning of the presented period.
(7)Reflects the estimated annualized run-rate cost savings, net of actual cost savings realized, related to restructuring and other cost savings initiatives undertaken during the period (exclusive of any cost reductions in our estimated standalone operating costs), including synergies related to acquisitions.
(8)Reflects the difference between our actual standalone company infrastructure costs, and our estimated steady operating costs, which were summarized in the below table. These costs wound down by the end of fiscal year 2020.
 Twelve months ended September 30,
(in thousands)2021 2020
Actual standalone company infrastructure costs$—  $164,896 
Steady state standalone cost estimate—  (134,937)
Excess standalone costs$—  $29,959 
(9)The 'As Restated' 2021 column represent the correction and restatement per this Form 10-Q/A relating to errors in the equity plan of CPA Global that were incorrectly included as part of the purchase accounting. See Note 27 - Restatement of Previously Issued Financial Statements, in Item 1, Financial Statements (Unaudited), for additional information related to the restatement of the Condensed Consolidated Financial Statements.
(10)The 'As Restated' 2020 column includes adjustments pertaining to errors in the Private Placement Warrants that were initially issued by the SPAC. See Note 25 - Restatement of Prior Period Financial Statements, in Item 1, Financial Statements (Unaudited), for additional information related to the restatement of the Condensed Consolidated Financial Statements.
The foregoing adjustments (6) and (7) are estimates and are not intended to represent pro forma adjustments
The foregoing adjustments (6) , (7) and (8) are estimates and are not intended to represent pro forma adjustments presented within the guidance of Article 11 of Regulation S-X. Although we believe these estimates are reasonable, actual results may differ from these estimates, and any difference may be material. See Cautionary Statement Regarding Forward-Looking Statements.
Debt Profile
There have been no material changes to the debt profile associated with our business previously disclosed in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity section in our Annual Report on Form 10-K/A2,10-K for the year ended December 31, 2021, except as set forth below. The disclosures set forth below updates, and should be read together with, the disclosures in the Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity - Debt Profile section, in our Annual Report on Form 10-K/A2.
Senior Secured Notes and Senior Notes due 2028 and 2029, respectively

In June 2021, we issued a private placement offering of $1,000,000 in aggregate principal amount of Senior Secured Notes due June 30, 2028 and $1,000,000 in aggregate principle amount of Senior Notes due June 30, 2029 bearing interest at a rate of 3.875% and 4.875% per annum, respectively. The interest is payable semi-annually to holders of record on June 30 and December 30 of each year, commencing on December 30, 2021. The Old Notes due 2028 and 2029 were issued by Clarivate Science Holdings Corporation (the "Issuer"), an indirect wholly-owned subsidiary of Clarivate.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
(In thousands, except share and per share data, option prices, ratios or as noted)
In August 2021, we (i) exchanged all of the outstanding, validly tendered and not withdrawn 3.875% Senior Secured Notes due 202810-K for the newly-issued 3.875% Senior Secured Notes due 2028,year ended December 31, 2021.
Revolving Credit Facility
On March 31, 2022, the Company’s direct and (ii) exchanged allindirect 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 outstanding, validly tenderedtotal revolving credit commitments thereunder were further increased by $400.0 to $750.0 in the aggregate, and not withdrawn 4.875% Unsecured Senior Notes due 2029the maturity date for the Issuer’s newly-issued 4.875% Senior Notes due 2029. The initial aggregate principal amount of New Notesrevolving credit commitments was extended to March 31, 2027, subject to a “springing” maturity date that is equal90 days prior to the aggregate principal amountmaturity date of Old Notes that were validly tendered and not validly withdrawn for exchange, and that were accepted by(i) the Issuer. The offers to exchange are referred to hereinterm loans outstanding under the Credit Agreement as the “Exchange Offers.” Pursuant to the Exchange Offers, the aggregate principal amounts of the Old Notes set forth as follows were validly tendered and not validly withdrawn, and were accepted by the Issuer and subsequently cancelled: (i) $921,177 aggregate principal amount of Old Secured Notes; and (ii) $921,399 aggregate principal amount of Old Unsecured Notes. Following such cancellation, (i) $78,823 aggregate principal amount of Old Secured Notes remained outstanding; and (ii) $78,601 aggregate principal amount of Old Unsecured Notes remained outstanding. The Issuer redeemed such remaining outstanding Old Secured Notes and Old Unsecured Notes at 100% of the principal amount thereof plus accrued and unpaid interest from June 24, 2021 to the redemption date in August 2021. In connection with the settlement of the Exchange Offers, the Issuer (i) issued $921,177 aggregate principal amount of its New Secured Notes; and (ii) issued $921,399 aggregate principal amount of its New Unsecured Notes. The interest is payable semi-annually to holders of record on June 30 and December 30 of each year, commencing on December 30, 2021. The exchange was treated as a debt modification in accordance with Accounting Standards Codification 470, Debt ("ASC 470").
We intend to use the net proceeds to finance a portion of the purchase price for the ProQuest acquisition, which we announced on May 17, 2021, and to pay related fees and expenses. Concurrently with the settlement of the Exchange Offers, the Issuer deposited into segregated escrow accounts. If the escrow conditions (which include conditions relating to the consummation of the ProQuest acquisition) are not satisfied on or prior to April 29, 2022, or if it is otherwise determined that any of the applicable escrow release conditions will not be satisfied, the New Notes will be redeemed at a price equal to 100% of the principal amount of the New Notes, plus accrued and unpaid interest, if any, from June 24, 2021 (the "Issue Date" of the Old Notes), or, if an interest payment has been made on the New Notes, from the most recent interest payment date, up to, but excluding, the date of such special mandatory redemption. Prior to closing of the ProQuest acquisition,amendment or (ii) the New Notes are not guaranteed, but have been secured by a first-priority security interest in the escrow accounts.
Upon consummation of the ProQuest acquisition, the Notes will be 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 and4.50% senior secured notes due 2026. The New Secured Notes will be secured on a first-lien pari passu basis with borrowings underin 2026 and issued by Camelot Finance S.A. (but only to the existing credit facilities andextent such term loans or senior secured notes and the New Unsecured Notes will be the Issuer’s and such guarantors’ unsecured obligations.
The indentures governing the New Notes due 2028 and 2029 contain covenants which, among other things, limit the occurrence of additional indebtedness (including acquired indebtedness), issuance of certain preferred stock, the payment of dividends, making restricted payments and investments, the purchasehave not, prior thereto, been refinanced or acquisition or retirement for value of any equity interests, the provision of loans or advancesextended 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 thehave a maturity date of this quarterly report, we believe we were in compliance with the indentures' covenants.no earlier than 90 days after March 31, 2027).
Credit Facilities
The credit facilities are secured by substantially all of our assets and the assets of all of our U.S. restricted subsidiaries and certain of our non-U.S. subsidiaries, including those that are or may be borrowers or guarantors under the Credit Facilities, subject to customary exceptions. As Clarivate Science Holdings Corporation remains an unrestricted subsidiary until the consummation of the ProQuest acquisition, the current debt recorded on their balance sheet as of September 30, 2021 is excluded from our consolidated coverage and leverage ratios. The credit facilities contain customary events of default and restrictive covenants that limit us from, among other things, incurring certain additional indebtedness, issuing preferred stock, making certain restricted payments and investments, certain transfers or sales of assets, entering into certain affiliate transactions or incurring certain liens. These credit facilities limitations are subject to customary baskets, including certain limitations on debt incurrence and issuance of preferred stock, subject to compliance with a consolidated coverage ratio of Consolidated EBITDA (as defined in the credit facilities), a measure identical to our Standalone Adjusted EBITDA disclosed above under - Required Reported Data - Standalone Adjusted EBITDA, to interest and other fixed charges on certain debt (as defined in the credit facilities) of 2.00 to 1.00. In addition, the credit facilities require us to comply with a springing financial covenant pursuant to which, as of the thirdfirst quarter of 2019,2020, we must not exceed a total first lien net leverage ratio (as defined under the credit facilities) of 7.25 to 1.00, to be tested on the last day of any quarter only when more than 30%35% of the revolving credit facility (excluding (i) non-cash collateralized, issued and undrawn letters of credit in an amount up to $10,000$20.0 and (ii) any cash collateralized letters of credit) is utilized at such date. As of September 30, 2021,
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CLARIVATE PLC
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(In thousands, except share and per share data, option prices, ratios or as noted)
2022, our consolidated coverage ratio was 5.775.03 to 1.00 and our consolidated leverage ratio was 1.294.27 to 1.00. As of the date of this Report, we are in compliance with the covenants in the credit facilities. During
The credit facilities provide that, upon the nine months ended September 30, 2021,occurrence of certain events of default, our obligations thereunder may be accelerated and the Company paid down $0 drawn onlending commitments terminated. Such events of default include payment defaults to the revolving credit facility. On February 28, 2020, we incurred an incremental $360,000lenders, material inaccuracies of term loans under our term loan facilityrepresentations and usedwarranties, covenant defaults, cross-defaults to other material indebtedness (including the net proceeds from such borrowings to fundsecured notes due in 2026), voluntary and involuntary bankruptcy proceedings, material money judgments, loss of perfection over a material portion of the cash consideration for the DRG acquisition. On October 1, 2020,collateral, material ERISA/pension plan events, certain change of control events and other customary events of default, in connection with the CPA Global acquisition, the Company incurred an incremental $1,600,000 of borrowings under our term loan facilityeach case subject to threshold, notice and used the net proceeds from such borrowings to fund the repayment of CPA Global's parent company outstanding debt.

grace period provisions.
Commitments and Contingencies
Our contingent liabilities consist primarily of letters of credit and performance bonds and other similar obligations in the ordinary course of business.
The Company maintained a contingent stock liability based on observable market data relating to the CPA Global acquisition that occurred on October 1, 2020. The amount was settled on January 21, 2021 through the issuance of ordinary shares. The contingent stock liability was $0 and $44,565 as of September 30, 2021 and December 31, 2020, recorded in Accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheet. The Company recognized a gain related to the changes in the contingent stock liability of $0 and $0 for the three months ended September 30, 2021 and 2020, respectively, and $675 and $0 for the nine months ended September 30, 2021 and 2020, respectively, recorded within Selling, general and administrative costs on the Condensed Consolidated Statement of Operations.
The Company maintained a contingent stock liability based on observable market data relating to the DRG acquisition that occurred on February 28, 2020. The amount was settled on March 5, 2021 through the issuance of ordinary shares. The contingent stock liability was $0 and $86,029 as of September 30, 2021 and December 31, 2020, recorded in Accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheet. The Company recognized (income) expense related to the changes in the contingent stock liability of $0 and $4,576 for the three months ended September 30, 2021 and 2020, respectively, and $(24,410) and $5,763 for the nine months ended September 30, 2021 and 2020, respectively, recorded within Selling, general and administrative costs on the Condensed Consolidated Statement of Operations.
The Company will be subject to certain payments that are contingent upon the consummation of the ProQuest acquisition. See Note 22 - Commitments and Contingencies in Item 1, Financial Statements and Supplementary Data, for additional information.
Dividends on our mandatory convertible preferred shares are payable, as and if declared by our boardBoard of directors,Directors, at an annual rate of 5.25% of the liquidation preference of $100.00 per share. We may pay declared dividends in cash or, subject to certain limitations, in our ordinary shares, or in any combination of cash and ordinary shares, on March 1, June 1, September 1 and December 1 of each year, commencing on September 1, 2021 and ending on, and including, June 1, 2024. See Note 2219 - Commitments and Contingencies in Item 1, Financial Statements and Supplementary Data, for additional information.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
(In millions, except share and per share data, option prices, ratios or as noted)
The Company is engaged in various legal proceedings and claims that have arisen in the ordinary course of business. We have taken what we believe to be adequate reserves related to the litigation and threatened claims. We maintain appropriate insurance policies in place, which are likely to provide some coverage for these liabilities or other losses that may arise from these litigation matters. See Note 2219 - Commitments and Contingencies in Item 1, Financial Statements and Supplementary Data, for additional information.

Off Balance Sheet Arrangements
We do not currently have any off-balance sheet arrangements.

Contractual Obligations

We have various contractual obligations and commercial commitments that are recorded as liabilities in our financial statements. Other items, such as purchase obligations and other executory contracts, are not recognized as liabilities in our consolidated financial statements, but are required to be disclosed.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations
(In thousands, except share and per share data, option prices, ratios or as noted)
There have been no other material changes, outside of the ordinary course of business, to our contractual obligations as previously disclosed in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity - Contractual Obligations section, in our Annual Report on Form 10-K/A2.

Critical Accounting Policies, Estimates and Assumptions
ThereExcept as noted below, there have been no material changes from the critical accounting policies, estimates, and assumptions previously disclosed in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies, Estimates and Assumptions section in our Annual Report on Form 10-K/A2.10-K for the year ended December 31, 2021.
Goodwill
As of September 30, 2022, a quantitative goodwill impairment assessment was performed 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.
The Company estimated the fair value of each reporting unit using the income approach, and more specifically, the discounted cash flow model ("DCF"). The significant assumptions used in the DCF model included projected revenue growth rates and operating margins, tax rates, terminal values, and discount rates, among others, all of which require significant judgments by management. The inputs utilized in the analysis are classified as Level 3 inputs within the fair value hierarchy.
Based on the quantitative analysis performed in connection with the Company's preparation of the Condensed 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 estimated fair value of each of the remaining reporting units exceeded their carrying values.

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

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Item 3. Quantitative and Qualitative Disclosures About Market Risk
For information regarding our exposure to certain market risks, see “Item 7A. Quantitative and Qualitative Disclosures About Market Risk,” in the Form 10-K/A2.10-K for the year ended December 31, 2021.
Foreign Currency Exchange Rate Risk
We are exposed to foreign currency exchange risk related to our transactions and our subsidiaries’ balances that are denominated in currencies other than the U.S. dollar, our functional currency. These currencies may continue to fluctuate, in either direction, especially as a result of central bank responses to inflation, concerns regarding future economic growth and other macroeconomic factors, and such fluctuations will affect financial statement line item comparability.
The following table presents the average of the quarterly weighted average exchange rates of the currencies, which have the most significant impact on our business:
Rate for 1 USDThree Months Ended September 30,Nine Months Ended September 30,
Currency:20222021Percentage Change20222021Percentage Change
GBP$0.85 $0.73 16 %$0.80 $0.72 11 %
EUR0.99 0.85 16 %0.94 0.84 12 %
JPY138.24 110.08 26 %128.17 108.51 18 %
Interest Rate Risk
Our interest rate risk arises primarily from our borrowings at floating interest rates. Borrowings under our credit facilities are subject to floating base interest rates, plus a margin. As of September 30, 2021,2022, we had $2,972.4$2,825,950 of floating rate debt outstanding under our credit facilities, consisting of borrowings under the revolving and term loan facilities for which the base rate was one-month LIBOR (subject, with respect tofacilities. For the term loan facility, only,the base rate is one-month LIBOR (subject to a floor of 0.00% for $1,237,950$1,225.4 and 1.00% for $1,588,000)$1,572.0), which stoodwas at 0.08%3.14% at September 30, 2021.2022, or Prime plus a margin of 2.25% per annum, as applicable depending on the borrowing. For the revolving credit facility, the base interest rate is at Term SOFR, plus a 0.1% SOFR adjustment, plus 3.25% per annum (or 2.75% per annum, based on first lien leverage ratios) or Prime plus a margin of 2.25% per annum, as applicable depending on the borrowing. The interest rate margins under our credit facilities will decrease upon the achievement of certain first lien net leverage ratios (as the term is used in the Credit Agreement). Of this amount,the total debt outstanding under our credit facilities, we hedged $449,500$1,225.4 of our principal amount of our floating rate debt under hedges using interest rate derivatives.swaps. As a result, $2,376,450$1,747.0 of our outstanding borrowings effectively bore interest at floating rates. A 1/8th0.125 basis point increase or decrease in the applicable base interest rate under our credit facilities would have an impact of $388$0.4 and $1,113$1.3 on our cash interest expense for the three and nine months ended September 30, 2021, respectively. 2022.

For additional information on our outstanding debt and related hedging, see Item 1. Financial Statements and Supplementary Data - Notes to the Condensed Consolidated Financial Statements - Note 109 - Derivative Instruments, Note 11 - Debt, and Note 1422 - Debt.Subsequent Events.

Item 4. Controls and Procedures
Evaluation of disclosure controls and procedures
Pursuant to Rules 13a-15(b) and 15d-15(b) under the Securities Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2021,2022, due to the material weaknessesweakness in our internal control over financial reporting described below, our disclosure controls and procedures were not effective to provide reasonable assuranceensure that the information required to be disclosed in the reports required to be filed or submitted under the Securities Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
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Material Weakness in Internal Control Over Financial Reporting
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.

Management identified a material weaknessesweakness in our internal control over financial reporting related to: 1) the lack of an effectively designed control over the communication of modifications to pre-existing compensation agreements in an acquisition transaction between legal function and the accounting function to ensure the accounting impact of the modifications could be evaluated, and (2) the lack of an effectively designed control that is designed with a sufficient level of precision to allow for an appropriate review of the tax balances associated with the opening balance sheet of acquired entities, as disclosed in our Form 10-K/A210-K for the fiscal year ended December 31, 2020.

2021.
Remediation of Previously Identified Material Weakness

To address the previously reported material weakness in internal control over financial reporting related to the classificationcommunication of warrant instruments,modifications to pre-existing compensation agreements in an acquisition transaction, as disclosed in Part II, Item 9A in our 20202021 Annual Report on Form 10-K/A2,10-K, we designed and implemented a new control to evaluate settlement features used to determine the classification of any new warrant instruments. Based on the actions taken, as well as the evaluation of the design of the new control, and the fact that there have been no new warrant instruments issued recently nor in the foreseeable future, we determined that the material weakness has been remediated as of September 30, 2021.

Remediation Plan

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Our remediation plan related to the first identified material weakness includes management designing a controlactivities to identify and communicate the inventory of pre-existing compensation agreements in an acquisition transaction, and any subsequent modifications of such agreements, to the accounting department including bring down procedures tothrough the transaction close dateend of the measurement period to ensure the inventory includes the current version of the agreements. Our remediation plan will also include bring down procedures each quarter throughBased on the measurement period. Our remediation planactions taken, we determined that this material weakness has been remediated as of September 30, 2022.
Remediation Progress of Previously Identified Material Weakness
To address the previously reported material weakness in internal control over financial reporting related to the second identified material weakness includes management designing antax 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 associated withbalances. These control activities were designed and implemented during the opening balance sheetfirst quarter of acquired entities.

While we believe that the above actions will ultimately remediate the2022. The material weaknesses we intend to continue to refine the controls and test their effectivenesswill not be considered remediated until these control activities operate for a sufficient period of time prior to reaching any determination as to whether the material weaknessesand our management has been remediated.

Notwithstanding the identified material weaknesses, management believesconcluded, through testing, that the condensed consolidated financial
statements included in this Quarterly Report on Form 10-Q/A present fairly, in all material respects, our financial position,
results of operations, and cash flows as of and for the periods presented in accordance with U.S. GAAP.

these controls are effective.
Changes in Internal Control Over Financial Reporting
There were no changes in ourClarivate’s internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q/Athird quarter 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. Other Information

Item 1. Legal Proceedings
From time to time, we are a party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of our business. While the outcomes of these matters are uncertain, management does not expect that the ultimate costs to resolve these matters will have a material adverse effect on our consolidated financial position, results of operations or cash flows. For additional discussion of legal proceedings, see Item 1. Financial Statements and Supplementary Data - Notes to Condensedthe Consolidated Financial Statements - Note 2219 in this Report.

Item 1A. Risk Factors
There have been no material changes to the risk factors associated with our business as disclosed in Part I, Item 1A of our 2021 Annual Report on Form 10-K/A2.

10-K.

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

Issuer Purchases of Equity Securities
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PeriodTotal Number of Shares Purchased (1)Price Paid Per ShareTotal Number of Shares Purchased As Part of Publicly Announced Plans or ProgramsNumber of Shares that May Yet Be Purchased Under Plans or Programs
January 1, 2021-January 31, 20218,250 $16.98 — — 
February 1, 2021-February 28, 202133,559 $13.05 — — 
March 1, 2021-March 31, 2021311,640 $12.65 — — 
April 1, 2021-April 30, 2021200,199 $10.97 — — 
May 1, 2021-May 31, 2021298,624 $13.00 — — 
June 1, 2021-June 30, 2021310,821 $16.56 — — 
July 1, 2021-July 31, 202117,648 $33.92 — 10,965,000 
August 1, 2021-August 31, 2021137,783 $5.45 1,769,000 9,196,000 
September 1, 2021-September 9, 202122,050 $5.72 830,700 8,365,300 
September 10, 2021-September 31, 2021— — 
Total1,340,574 2,599,700 — 
The following table sets forth the total number of shares purchased, the average price paid per share, the total number of shares purchased as part of publicly announced programs, and the approximate dollar value of shares that may yet be purchased under the programs for each month during the nine months ended September 30, 2022.

(1) Includes shares withheld to satisfy tax withholding obligations on behalf of employees that occur upon vesting and delivery of outstanding shares underlying stock options and restricted stock units under the 2019 Incentive Award Plan.
Period
Total Number of Shares Purchased(1)
Price Paid Per ShareTotal Number of Shares Purchased As Part of Publicly Announced Plans or ProgramsApprox. Dollar value of shares that may Yet Be Purchased Under Plans or Programs
January 1, 2022-January 31, 20229,580 $18.00 — $— 
February 1, 2022-February 28, 20227,825 $16.78 — $1,000 
March 1, 2022-March 31, 20224,559,871 $16.10 4,106,285 $934 
April 1, 2022-April 30, 20226,718,312 $16.44 6,611,994 $825 
May 1, 2022-May 31, 2022257,078 $14.36 — $825 
June 1, 2022-June 30, 202220,413 $13.51 — $825 
July 1, 2022-July 31, 202273,053 $13.90 — $825 
August 1, 2022-August 31, 2022110,382 $13.62 — $825 
September 1, 2022-September 30, 202220,478 $10.83 — $825 
Total11,776,992 $16.21 10,718,279 
(1) Includes shares withheld to satisfy tax withholding obligations on behalf of employees that occur upon vesting and delivery of outstanding shares underlying stock options and restricted stock units under the 2019 Incentive Award Plan.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures
Not applicable.

Item 5. Other Information
None.




Item 6. Exhibits and Financial Statement Schedules
105
Table of Contents
EXHIBIT INDEX
2.110.1**
AmendmentAgreement terminating Director Nomination Agreement (incorporated by reference to ProQuest TransactionExhibit 10.1 to Clarivate's Form 8-K/A filed September 1, 2022)
10.2**
Chairman Emeritus Agreement (incorporated by reference to Exhibit 2.1 to Clarivate’s Form 8-K filed July 29, 2021).
4.1
Indenture, dated August 19, 2021, between the 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 4.110.2 to Clarivate's Form 8-K8-K/A filed August 19, 2021).
4.2
Indenture, dated August 19, 2021, between the 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).
4.3
Form of 3.875% senior secured note due 2028 (included in Exhibit 4.1).
4.4
Form of 4.875% senior note due 2029 (included in Exhibit 4.2).
10.1
Offer Letter, dated October 4, 2021, by and between Clarivate Plc and Heather Matzke-Hamlin (incorporated by reference to Exhibit 10.1 to Clarivate’s Form 8-K filed October 5, 2021).September 1, 2022)
31*
Certification of our Chief Executive Officer and our Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32*
Certification of our Chief Executive Officer and our Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101*
The following information from our Form 10-Q/A10-Q for the quarterly period ended September 30, 2021,2022, formatted in Inline eXtensible Business Reporting Language: (i) Condensed Consolidated StatementStatements of Comprehensive Income (unaudited), (ii) Condensed Consolidated Balance SheetSheets (unaudited), (iii) Condensed Consolidated StatementStatements of Changes in Equity (unaudited), (iv) Condensed Consolidated StatementStatements of Cash Flows (unaudited), and (v) the Notes to the Condensed Consolidated Financial Statements (unaudited).
104*The cover page from the Company's AnnualQuarterly Report on Form 10-Q/A10-Q for the quarter ended September 30, 2021,2022, formatted in Inline XBRL

*    Filed herewith.

** Previously Filed.
10662


SIGNATURESSIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized in the City of London, United Kingdom on February 3,November 8, 2022.
CLARIVATE PLC
By:/s/ Jonathan M. Collins
Name: Jonathan M. Collins
Title: Executive Vice President & Chief Financial Officer

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