8-K - CLVT - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

October 28, 2021

Date of Report (date of earliest event reported)

CLARIVATE PLC

(Exact name of registrant as specified in its charter)

Jersey, Channel Islands
(State or other jurisdiction of incorporation or organization)
001-38911
(Commission File Number)
N/A
(I.R.S. Employer Identification No.)
Friars House <br>160 Blackfriars Road
London	SE1 8EZ
United Kingdom
(Address of Principal Executive Offices)

(44) 207-433-4000

Registrant's telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.

☐

Item 2.02. Results of Operations and Financial Condition.

On October 28, 2021, Clarivate Plc (the “Company”) issued a press release announcing earnings for the third quarter ended September 30, 2021. The press release has been furnished with this Form 8-K as Exhibit 99.1 and is posted on the investor relations section of the Company’s website (http://ir.clarivate.com/).

The information in this Item 2.02, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any filing pursuant to the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as otherwise expressly stated in such filing.

Item 7.01. Regulation FD Disclosure.

On October 28, 2021, the Company posted to its website supplemental information related to revenue, earnings and guidance. The supplemental information has been furnished with this Current Report on Form 8-K as Exhibit 99.2 and is posted on the investor relations section of the Company’s website (http://ir.clarivate.com/).

The information in this Item 7.01, including Exhibit 99.2 furnished herewith, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any filing pursuant to the Securities Act or the Exchange Act, except as otherwise expressly stated in such filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

No.	Description
99.1	Press release issued by Clarivate Plc dated October 28, 2021
99.2	Supplemental Information dated October 28, 2021
104	The cover page from the Company's Current Report on Form 8-K dated October 28, 2021, formatted in Inline XBRL

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CLARIVATE PLC
Date: October 28, 2021	By: /s/ Richard Hanks
	Name: Richard Hanks
	Chief Financial Officer

Document

Clarivate Reports Third Quarter 2021 Results

— Reaffirms outlook for 2021 —

— Extends $250 million share repurchase program through January 31, 2022 —

London, UK -- October 28, 2021 - Clarivate Plc (NYSE: CLVT) (the “Company” or “Clarivate”), a global leader in providing trusted information and insights to accelerate the pace of innovation, today reported results for the third quarter ended September 30, 2021.

Third Quarter 2021 Financial Highlights

•Revenues of $442.1 million and Adjusted Revenues(1) of $442.2 million, increased 55% and 54%, respectively, at constant currency

•Organic revenues(1), which exclude the impact of acquisitions and divestitures, increased 3%, at constant currency

•Net income of $0.9 million improved 100%; Net income per diluted share of $0.00 improved $0.47

•Adjusted Net Income(1) of $113.6 million increased 94%; Adjusted Income per diluted share(1) (EPS) of $0.16 increased 14% or $0.02. Adjusted EPS impacted by 72% increase in weighted average ordinary shares outstanding primarily driven by the acquisition of CPA Global and the June 2021 ordinary share and mandatory convertible preferred share offering to finance a portion of the purchase price for the pending acquisition of ProQuest

•Adjusted EBITDA(1) of $190.0 million increased 76% and Adjusted EBITDA Margin(1) of 43% increased 520 basis points

Nine Months Ended September 30, 2021 Financial Highlights

•Revenues of $1,316.2 million and Adjusted Revenues(1) of $1,320.7 million increased 62% and 61%, respectively, at constant currency

•Organic revenues(1), which exclude the impact of acquisitions and divestitures, increased 5%, at constant currency

•Net loss of $105.3 million improved 69%; Net loss per diluted share of $(0.17) improved $0.74

•Adjusted Net Income(1) of $312.0 million increased 103%; Adjusted Income per diluted share(1) (EPS) of $0.48 increased 23% or $0.09

•Adjusted EBITDA(1) of $543.8 million increased 90% and Adjusted EBITDA Margin(1) of 41% increased 560 basis points

•Cash Flow from Operations increased $177.5 million to $305.5 million; Adjusted Free Cash Flow(1) increased $187.1 million to $315.6 million

"Clarivate delivered improved year over year results in the third quarter and we remain on track for a strong fourth quarter including organic revenue growth towards the upper-end of our 6% to 8% target with Adjusted

1 Represents a Non-GAAP measure. Please see “Reconciliation to Certain Non-GAAP measures” in this earnings release for important disclosures and reconciliations of these financial measures to the most directly comparable GAAP measure. These terms are defined elsewhere in this earnings press release.

EBITDA margins increasing to more than 50%," said Jerre Stead, Executive Chairman and CEO. "We continue to work with regulators on our pending acquisition of ProQuest and remain hopeful that we can close the transaction by the end of 2021."

The Company also announced that its Board of Directors approved the extension of its $250 million ordinary share repurchase program through January 31, 2022. The program was set to expire on October 31, 2021.

Selected Financial Information

The results for the three and nine months ended September 30, 2021 include contributions from the following acquisitions: 1) CPA Global, which was completed in October 2020; 2) Beijing Incopat Co., Ltd ("IncoPat"), which was completed in October 2020; 3) Hanlim IPS Co., Ltd ("Hanlim"), which was completed in November 2020; and 4) Bioinfogate, which was completed in August 2021, for which there were no comparable amounts in the three and nine months ended September 30, 2020. The results for the three and nine months ended September 30, 2021 exclude the results of Techstreet, which was divested in November 2020.

	Three Months Ended September 30,			Change			Nine Months Ended September 30,			Change
(in millions, except percentages and per share data)	2021		2020		%		2021		2020		%
Revenues, net	$	442.1			55.5	%	$	1,316.2			64.8	%
Adjusted revenues, net(1)	$	442.2			54.4	%	$	1,320.7			63.9	%
Annualized Contract Value (ACV)	$	936.7	860.9		8.8	%	$	936.7	860.9		8.8	%
Net income (loss)	$	0.9			100.5	%	$	(105.3)			68.7	%
Net income (loss) per share	$	0.00			100.0	%	$	(0.17)			81.3	%
Weighted-average shares outstanding (diluted)	645.9		387.8	—	66.6	%	622.5		369.0	—	68.7	%
Adjusted EBITDA(1)	$	190.0			75.6	%	$	543.8			89.7	%
Adjusted net income (loss)(1)	$	113.6			94.2	%	$	312.0			103.3	%
Adjusted diluted EPS(1)	$	0.16			14.3	%	$	0.48			23.1	%
Weighted average ordinary shares (diluted)(2)	699.8		407.6	—	71.7	%	647.5		390.5	—	65.8	%
Net cash provided by operating activities	$	43.8			113.7	%	$	305.5			138.7	%
Free cash flow(1)	$	19.7			458.2	%	$	219.3			343.9	%
Adjusted free cash flow(1)	$	57.1			541.6	%	$	315.6			145.6	%

All values are in US Dollars.

(Amounts in tables may not sum due to rounding)

(1)Non-GAAP measure. Please see “Reconciliation to Certain Non-GAAP measures” in this earnings release for important disclosures and reconciliations of these financial measures to the most directly comparable GAAP measure. These terms are defined elsewhere in this earnings press release.

(2)Calculated assuming a net income position compared to a net loss position on the statement of operations for calculating Adjusted net income and Adjusted diluted EPS.

Revenues, net, for the third quarter of 2021 increased $157.8 million, or 55.5%, to $442.1 million, compared to the prior-year period. On a constant currency basis, revenues, net, increased 54.6% for the third quarter of 2021. Adjusted revenues, net, which excludes the impact of deferred revenues resulting from purchase accounting adjustments primarily related to acquisitions, increased $155.7 million or 54.4%, to $442.2 million, compared to the third quarter of 2020. On a constant currency basis, Adjusted revenues, net, increased 53.5% for the third quarter of 2021.

Organic revenues(1), which exclude the impact of acquisitions and divestitures, increased 3.1% on a constant currency basis for the third quarter of 2021 compared to the prior year period, due to higher subscription and transactional revenues. For the nine months ended September 30, 2021, organic revenues, net, increased 4.8% at constant currency, compared to the prior year period.

Subscription revenues for the third quarter of 2021 increased $24.4 million, or 11.0%, to $246.5 million, compared to the prior-year period, primarily driven by the acquisition of CPA Global, partially offset by the Techstreet divestiture. On a constant currency basis, subscription revenues increased 10.0% for the third quarter of 2021. Organic subscription revenues(1) increased 3.2% on a constant currency basis for the third quarter of 2021 compared to the prior year period, due to higher life sciences, healthcare data solutions, and CompuMark revenues. For the nine months ended September 30, 2021, organic subscription revenues increased 3.5% at constant currency, compared to the prior year period.

Re-occurring revenues for the third quarter of 2021 were $110.4 million (no prior year comparable amount), primarily from the patent renewals business acquired in the CPA Global acquisition.

Transactional revenues for the third quarter of 2021 increased $21.0 million, or 32.5%, to $85.4 million, compared to the prior-year period. On a constant currency basis, transactional revenues increased 32.1% for the third quarter of 2021, primarily due to the acquisition of CPA Global, partially offset by the Techstreet divestiture. Organic transactional revenues(1) increased 2.7% on a constant currency basis, compared to the third quarter of 2020, due to higher trademark search volumes, stronger back file and custom data sales. For the nine months ended September 30, 2021, organic transactional revenues increased 9.4% at constant currency, compared to the prior year period.

Net income for the third quarter of 2021 was $0.9 million, or $0.00 per share, compared to Net loss of $(182.0) million, or $(0.47) per share, in the prior-year period, primarily driven by improved income from operations and mark to market adjustments on financial instruments, partially offset by higher interest expense.

Adjusted EBITDA for the third quarter 2021 was $190.0 million, an increase of $81.8 million or 75.6%, compared to the prior-year period, driven by the earnings contribution from acquisitions, organic growth and cost savings from integration programs.

Adjusted net income for the third quarter of 2021 was $113.6 million, an increase of $55.1 million or 94.2%, compared to the prior year period, driven by higher revenues and ongoing cost savings initiatives.

Adjusted diluted earnings per share was $0.16 for the third quarter of 2021, compared to $0.14 in the prior-year period, as strong growth in Adjusted net income was offset by a 71.7% increase in weighted average ordinary shares outstanding primarily driven by the acquisition of CPA Global and the June 2021 ordinary share and mandatory convertible preferred share offering to finance a portion of the purchase price for the pending acquisition of ProQuest.

Balance Sheet and Cash Flow

At September 30, 2021, cash and cash equivalents of $2.5 billion increased $2.2 billion, compared to December 31, 2020, primarily driven by the June 2021 equity offering of $1.4 billion in net proceeds of 5.25% Series A mandatory convertible preferred shares and $728.1 million in net proceeds of ordinary shares after deducting underwriting discounts and estimated offering expenses payable. Restricted cash was $1.9 billion at September 30, 2021, which primarily represents the proceeds from the debt offering in June 2021 and the subsequent exchange offering in August 2021, which is being held in escrow until the completion of the pending acquisition of ProQuest. The Company intends to use the proceeds to finance a portion of the purchase price for its pending acquisition of ProQuest.

The Company's total debt outstanding at September 30, 2021 was $5.4 billion, an increase of $1.8 billion compared to December 31, 2020, primarily due to the June 2021 debt offering of 3.875% senior secured notes

due 2028 and 4.875% senior notes due 2029 and the subsequent exchange offering in August 2021. The Company intends to use the proceeds to finance a portion of the purchase price for its pending acquisition of ProQuest.

Net cash provided by operating activities was $305.5 million for the nine months ended September 30, 2021, compared to net cash provided by operating activities of $128.0 million for the prior year period. Adjusted free cash flow for the nine months ended September 30, 2021, was $315.6 million, an increase of $187.1 million, compared to the prior year period, as a result of growth in revenues and Adjusted EBITDA.

Reaffirmed Outlook for 2021 (forward-looking statement)

The full year outlook presented below assumes no further currency movements, acquisitions, divestitures, or unanticipated events. Additionally, the outlook excludes any contribution from the pending acquisition of ProQuest.

The below outlook includes Non-GAAP measures. Please see "Reconciliation to Certain Non-GAAP measures" presented below for important disclosure and reconciliations of these financial measures to the most directly comparable GAAP measure. These terms are defined elsewhere in this earnings press release.

	Outlook
Adjusted Revenues	$1.80B to $1.84B
Adjusted EBITDA	$795M to $825M
Adjusted EBITDA margin	44% to 45%
Adjusted Diluted EPS(1)	$0.70 to $0.74
Adjusted Free Cash Flow	$450M to $500M

(1) Adjusted Diluted EPS for 2021 is calculated based on approximately 668.4 million fully diluted weighted average shares outstanding.

Conference Call and Webcast

Clarivate will host a conference call and webcast today to review the results for the third quarter at 8:00 a.m. Eastern Time. The conference call will be simultaneously webcast on the Investor Relations section of the company’s website.

Interested parties may access the live audio broadcast by dialing 1-888-317-6003 in the United States, 1-412-317-6061 for international, and 1-866-284-3684 in Canada. The conference ID number is 3877359. An audio replay will be available approximately two hours after the completion of the call at 1-877-344-7529 in the United States, 1-412-317-0088 for international, and 1-855-669-9658 in Canada. The Replay Conference ID number is 10153163. The recording will be available for replay through November 11, 2021. The webcast can be accessed at https://services.choruscall.com/links/clvt211028.html and will be available for replay.

Investor Day Conference on November 9, 2021

Clarivate will host a Virtual Investor Day Conference on Tuesday, November 9, 2021. Management will provide an update on the business, with presentations starting at 10:00 AM Eastern Time and concluding at approximately 1:00 PM Eastern Time.

All are invited to listen to the event and view the presentation via webcast on the Clarivate Investor Relations website at http://ir.clarivate.com/. To join the webcast please visit https://clarivateir.virtualevent.page/stream-public/. A replay will also be available as a webcast on the investor relations section of the Company’s website.

Use of Non-GAAP Financial Measures

Non-GAAP results are not presentations made in accordance with U.S. generally accepted accounting principles ("GAAP") and are presented only as a supplement to our financial statements based on GAAP. Non-GAAP financial information is provided to enhance the reader’s understanding of our financial performance, but none of these non-GAAP financial measures are recognized terms under GAAP. They are not measures of financial condition or liquidity, and should not be considered as an alternative to profit or loss for the period determined in accordance with GAAP or operating cash flows determined in accordance with GAAP. As a result, you should not consider such measures in isolation from, or as a substitute for, financial measures or results of operations calculated or determined in accordance with GAAP.

We use non-GAAP measures in our operational and financial decision-making. We believe that such measures allow us to focus on what we deem to be a more reliable indicator of ongoing operating performance and our ability to generate cash flow from operations and we also believe that investors may find these non-GAAP financial measures useful for the same reasons. Non-GAAP measures are frequently used by securities analysts, investors, and other interested parties in their evaluation of companies comparable to us, many of which present non-GAAP measures when reporting their results. These measures can be useful in evaluating our performance against our peer companies because we believe the measures provide users with valuable insight into key components of GAAP financial disclosures. However, non-GAAP measures have limitations as analytical tools and because not all companies use identical calculations, our presentation of non-GAAP financial measures may not be comparable to other similarly titled measures of other companies.

Definitions and reconciliations of non-GAAP measures, such as Adjusted Revenues, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Diluted EPS, Free Cash Flow, Adjusted Free Cash Flow, Standalone Adjusted EBITDA, and organic revenue to the most directly comparable GAAP measures are provided within the schedules attached to this release. Our presentation of non-GAAP measures should not be construed as an inference that our future results will be unaffected by any of the adjusted items, or that any projections and estimates will be realized in their entirety or at all.

Forward-Looking Statements

This communication contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. These statements, which express management’s current views concerning future business, events, trends, contingencies, financial performance, or financial condition, appear at various places in this communication and may use words like “aim,” “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “goal,” “intend,” “likely,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “see,” “seek,” “should,” “strategy,” “strive,” “target,” “will,” and “would” and similar expressions, and variations or negatives of these words. Examples of forward-looking statements include, among others, statements we make regarding: guidance outlook and predictions relating to expected operating results, such as revenue growth and earnings; our expectations around our ability to consummate our pending acquisition of ProQuest, which is subject to customary closing conditions including receipt of approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976; strategic actions such as acquisitions, joint ventures, and dispositions, including the anticipated benefits therefrom, and our success in integrating acquired businesses; anticipated levels of capital expenditures in future periods; our ability to successfully realize cost savings initiatives and transition services expenses; our belief that we have sufficiently liquidity to fund our

ongoing business operations; expectations of the effect on our financial condition of claims, litigation, environmental costs, the COVID-19 pandemic and governmental responses thereto, contingent liabilities, and governmental and regulatory investigations and proceedings; and our strategy for customer retention, growth, product development, market position, financial results, and reserves. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on management’s current beliefs, expectations, and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy, and other future conditions. Because forward-looking statements relate to the future, they are difficult to predict and many of which are outside of our control. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include those factors discussed under the caption “Risk Factors” in our 2020 annual report on Form 10-K/A, along with our other filings with the U.S. Securities and Exchange Commission (“SEC”). However, those factors should not be considered to be a complete statement of all potential risks and uncertainties. Additional risks and uncertainties not known to us or that we currently deem immaterial may also impair our business operations. Forward-looking statements are based only on information currently available to our management and speak only as of the date of this communication. We do not assume any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws. Please consult our public filings with the SEC or on our website at www.clarivate.com.

About Clarivate

Clarivate™ is a global leader in providing solutions to accelerate the lifecycle of innovation. Our bold mission is to help customers solve some of the world’s most complex problems by providing actionable information and insights that reduce the time from new ideas to life-changing inventions in the areas of science and intellectual property. We help customers discover, protect and commercialize their inventions using our trusted subscription and technology-based solutions coupled with deep domain expertise. For more information, please visit clarivate.com.

Condensed Consolidated Balance Sheets (Unaudited)

(In thousands, except share data)

	September 30,<br>2021		December 31,<br>2020
Assets
Current assets:
Cash and cash equivalents	$	2,479,880	$	257,730
Restricted cash	1,854,257		11,278
Accounts receivable, net of allowance of $8,642 and $8,745 at September 30, 2021 and December 31, 2020, respectively	610,755		737,733
Prepaid expenses	58,056		58,273
Other current assets	186,298		262,494
Total current assets	5,189,246		1,327,508
Property and equipment, net	27,948		36,267
Other intangible assets, net	6,964,081		7,370,350
Goodwill	6,198,701		6,252,636
Other non-current assets	41,808		47,944
Deferred income taxes	30,110		29,786
Operating lease right-of-use assets	45,880		132,356
Total Assets	$	18,497,774	$	15,196,847
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	94,494	$	82,038
Accrued expenses and other current liabilities	592,721		716,356
Current portion of deferred revenues	579,935		707,318
Current portion of operating lease liability	28,459		35,455
Current portion of long-term debt	1,865,627		28,600
Total current liabilities	3,161,236		1,569,767
Long-term debt	3,443,578		3,457,900
Warrant liabilities	195,952		312,751
Non-current portion of deferred revenues	44,934		41,399
Other non-current liabilities	58,332		67,722
Deferred income taxes	324,959		362,261
Operating lease liabilities	58,443		104,324
Total liabilities	7,287,434		5,916,124
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, respectively	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, respectively	10,810,130		9,989,284
Accumulated other comprehensive income	324,904		503,521
Accumulated deficit	(1,317,365)		(1,212,082)
Total shareholders’ equity	11,210,340		9,280,723
Total Liabilities and Shareholders’ Equity	$	18,497,774	$	15,196,847

Condensed Consolidated Statement of Operations (Unaudited)

(In thousands, except share and per share data)

	Three Months Ended September 30,
	2021		2020<br>(As Restated)
Revenues, net	$	442,117	$	284,360
Operating expenses:
Cost of revenues	(141,111)		(93,554)
Selling, general and administrative costs	(141,219)		(131,526)
Depreciation	(2,657)		(2,918)
Amortization	(128,026)		(65,696)
Restructuring and impairment	(15,621)		(3,192)
Other operating expense, net	(4,411)		(138)
Total operating expenses	(433,045)		(297,024)
Income (loss) from operations	9,072		(12,664)
Mark to market adjustment on financial instruments	83,013		(144,753)
Income (loss) before interest expense and income tax	92,085		(157,417)
Interest expense and amortization of debt discount, net	(65,194)		(20,244)
Income (loss) before income tax	26,891		(177,661)
Provision for income taxes	(3,579)		(4,325)
Net income (loss)	23,312		(181,986)
Dividends on preferred shares	(22,431)		—
Net income (loss) attributable to ordinary shares	$	881	$	(181,986)
Per share:
Basic	$	0.00	$	(0.47)
Diluted	$	0.00	$	(0.47)
Weighted average shares used to compute earnings per share:
Basic	640,834,827		387,845,438
Diluted	645,933,513		387,845,438

Condensed Consolidated Statement of Operations (Unaudited)

(In thousands, except share and per share data)

	Nine Months Ended September 30,
	2021		2020<br>(As Restated)
Revenues, net	$	1,316,192	$	798,452
Operating expenses:
Cost of revenues	(416,459)		(268,614)
Selling, general and administrative costs	(402,378)		(368,247)
Depreciation	(9,243)		(8,151)
Amortization	(383,270)		(168,049)
Restructuring and impairment	(121,988)		(26,792)
Other operating (expense) income, net	(19,741)		14,675
Total operating expenses	(1,353,079)		(825,178)
Loss from operations	(36,887)		(26,726)
Mark to market adjustment on financial instruments	113,207		(224,175)
Income (loss) before interest expense and income tax	76,320		(250,901)
Interest expense and amortization of debt discount, net	(141,156)		(72,306)
Loss before income tax	(64,836)		(323,207)
Provision for income taxes	(18,016)		(13,693)
Net loss	(82,852)		(336,900)
Dividends on preferred shares	(22,431)		—
Net loss attributable to ordinary shares	$	(105,283)	$	(336,900)
Per share:
Basic	$	(0.17)	$	(0.91)
Diluted	$	(0.17)	$	(0.91)
Weighted average shares used to compute earnings per share:
Basic	622,460,931		369,019,802
Diluted	622,460,931		369,019,802

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

	Nine Months Ended September 30,
	2021		2020<br>(As Restated)
Cash Flows From Operating Activities
Net loss	$	(82,852)	$	(336,900)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	392,513		176,200
Bad debt expense	6,832		1,830
Deferred income tax benefit	(11,084)		(7,420)
Share-based compensation	36,944		26,344
Restructuring and impairment	60,232		4,880
Loss (gain) on foreign currency forward contracts	4,026		(2,903)
Mark to market adjustment on contingent and phantom shares	(34,503)		30,839
Mark to market adjustment on financial instruments	(113,207)		224,175
Gain on disposal of business	—		(1,052)
Deferred finance charges	9,050		3,140
Other operating activities	3,565		(3,902)
Changes in operating assets and liabilities:
Accounts receivable	114,038		129,398
Prepaid expenses	(887)		(13,335)
Other assets	60,749		62,818
Accounts payable	13,550		(8,394)
Accrued expenses and other current liabilities	(14,208)		(65,062)
Deferred revenues	(116,312)		(93,926)
Operating lease right of use assets	16,838		5,826
Operating lease liabilities	(37,362)		(6,611)
Other liabilities	(2,407)		2,077
Net cash provided by operating activities	305,515		128,022
Cash Flows From Investing Activities
Capital expenditures	(86,197)		(78,597)
Acquisitions, net of cash acquired	(14,314)		(885,323)
Acquisition of intangible assets	—		(5,982)
Proceeds from sale of product line, net of restricted cash	—		3,751
Net cash used in investing activities	(100,511)		(966,151)
Cash Flows From Financing Activities
Proceeds from issuance of debt	2,000,000		360,000
Redemption of Notes not exchanged	(157,424)		—
Principal payments on term loan	(21,450)		(9,450)
Repayments of revolving credit facility	—		(65,000)
Payment of debt issuance costs	(7,471)		(5,267)
Contingent purchase price payment	—		(4,115)
Proceeds from issuance of preferred shares	1,392,671		—
Proceeds from issuance of ordinary shares	728,080		843,752
Repurchases of ordinary shares	(65,215)		—
Cash dividends on preferred shares	(1)
Proceeds from warrant exercises	—		277,526
Proceeds from stock options exercised	17,250		1,307
Payments related to tax withholding for stock-based compensation	(21,455)		(28,674)
Net cash provided by financing activities	3,864,985		1,370,079
Effects of exchange rates	(4,860)		(6,447)
---	---	---	---	---
Net increase in cash and cash equivalents, and restricted cash	4,065,129		525,503
Beginning of period:
Cash and cash equivalents	257,730		76,130
Restricted cash	11,278		9
Total cash and cash equivalents, and restricted cash, beginning of period	269,008		76,139
Cash and cash equivalents, and restricted cash, end of period	4,334,137		601,642
End of period:
Cash and cash equivalents	2,479,880		601,075
Restricted cash	1,854,257		567
Total cash and cash equivalents, and restricted cash, end of period	$	4,334,137	$	601,642
Supplemental Cash Flow Information
Cash paid for interest	97,401		61,796
Cash paid for income tax	22,387		20,147
Capital expenditures included in accounts payable	6,612		922
	Nine Months Ended September 30,
---	---	---	---	---
	2021		2020
Non-Cash Financing Activities:
Shares issued to Capri Acquisition Topco Limited	$	5,052,165	$	—
Retirement of treasury shares	(5,117,380)		—
Shares issued as contingent stock consideration associated with the DRG acquisition	61,619		—
Shares issued as contingent stock consideration associated with the CPA Global acquisition	43,890		—
Shares issued as dividends on our 5.25% Series A Mandatory Convertible Preferred Shares	16,141		—
Dividends accrued on our 5.25% Series A Mandatory Convertible Preferred Shares	6,289		—
Total Non-Cash Financing Activities	$	62,724	$	—

Reconciliation to Certain Non-GAAP Measures

(Amounts in tables may not sum due to rounding)

Adjusted Revenues

Adjusted Revenues excludes the impact of the deferred revenues purchase accounting adjustment (primarily recorded in connection with recent acquisitions).

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 millions, except percentages)	2021		2020			%
Revenues, net	$	442.1	$	284.4		55.5	%
Deferred revenues adjustment(1)	0.1		2.1		(2.0)	(96.6)	%
Adjusted revenues, net	$	442.2	$	286.5		54.4	%

All values are in US Dollars.

(1) Reflects the deferred revenues adjustment made as a result of purchase accounting.

	Nine Months Ended September 30,				Variance
(in millions, except percentages)	2021		2020			%
Revenues, net	$	1,316.2	$	798.5		64.8	%
Deferred revenues adjustment(1)	4.5		7.4		(3.0)	(39.8)	%
Adjusted revenues, net	$	1,320.7	$	805.9		63.9	%

All values are in US Dollars.

(1) Reflects the deferred revenues adjustment made as a result of purchase accounting.

Adjusted EBITDA

Adjusted EBITDA represents net income (loss) before provision for income taxes, depreciation and amortization, interest income and expense adjusted to exclude acquisition or disposal-related transaction costs (such costs include net income from continuing operations before provision for income taxes, depreciation and amortization and interest income and expense from divestitures), share-based compensation, mandatory convertible preferred share dividend expense, unrealized foreign currency gains/(losses), 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 market adjustments on financial instruments 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. Per Clarivate’s Non-GAAP policy effective January 1, 2021, we have ceased use of adjustments for costs in connection with our separation from Thomson Reuters including costs related to the transition services agreement and separation, integration, and transformational expenses, as well as costs related to our merger with Churchill Capital Corp in 2019.

The following table presents our calculation of Adjusted EBITDA for the three and nine months ended September 30, 2021 and 2020 and reconciles these measures to our Net income (loss) for the same periods:

	Three Months Ended September 30,						Nine Months Ended September 30,
(in millions)	2021			2020			2021			2020
Net income (loss) attributable to ordinary shares	$	0.9		$	(182.0)		$	(105.3)		$	(336.9)
Dividends on preferred shares	22.4			—			22.4			—
Net income (loss)	23.3			(182.0)			(82.9)			(336.9)
Provision (benefit) for income taxes	3.6			4.3			18.0			13.7
Depreciation and amortization	130.7			68.6			392.5			176.2
Interest expense and amortization of debt discount, net	65.2			20.2			141.2			72.3
Deferred revenues adjustment(1)	0.1			2.1			4.5			7.4
Transaction related costs(2)	11.9			34.9			(1.6)			70.2
Share-based compensation expense	12.0			6.8			38.5			31.1
Restructuring and impairment(3)	15.6			3.2			122.0			26.8
Mark to market adjustment on financial instruments(4)	(83.0)			144.8			(113.2)			224.2
Other (5)	10.7			5.2			24.8			1.6
Adjusted EBITDA	$	190.0		$	108.2		$	543.8		$	286.6
Adjusted EBITDA Margin	43.0		%	37.8		%	41.2		%	35.6		%

(1)Reflects the deferred revenues adjustment as a result of purchase accounting associated with businesses that were acquired.

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 primarily related to restructuring and impairment associated with the acquisition of DRG and CPA Global in 2020, 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. Additionally, during the three and nine months ended September 30, 2021, we incurred impairment charges taken on right-of-use assets of $757 and $60,232, respectively, relating the exit and ceased use of leased properties.

(4)Reflects mark to market adjustments on our private placement warrant financial instruments. In periods after 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 were largely wound down by the end of December 31, 2020.

Adjusted Net Income and Adjusted Diluted EPS

Adjusted Net Income is calculated using net income (loss), 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 the divested business), amortization related to acquired intangible assets, share-based compensation, mandatory convertible preferred share dividend expense, unrealized foreign currency 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 market adjustments on financial instruments, interest on debt held in escrow, 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, and the income tax impact of any adjustments. Per Clarivate’s Non-GAAP policy effective January 1, 2021, we have ceased use of adjustments for costs in connection with our separation from Thomson Reuters including costs related to the transition services agreement and separation, integration, and transformational expenses, as well as costs related to our merger with Churchill Capital Corp in 2019. We calculate Adjusted Diluted EPS by using Adjusted Net Income divided by diluted weighted average shares for the period.

The following table presents our calculation of Adjusted Net Income and Adjusted Diluted EPS for the three and nine months ended September 30, 2021 and 2020 and reconciles these measures to our Net income (loss) and EPS for the same periods:

	Three Months Ended September 30,				Three Months Ended September 30,
	2021				2020
(in millions, except per share amounts)	Amount		Per Share		Amount		Per Share
Net income (loss) attributable to ordinary shares	$	0.9	$	—	$	(182.0)	$	(0.47)
Dividends on preferred shares	22.4		0.06		—		—
Net income (loss)	23.3		0.06		(182.0)		(0.47)
Deferred revenues adjustment(1)	0.1		—		2.1		0.01
Transaction related costs(2)	11.9		0.02		34.9		0.09
Share-based compensation expense	12.0		0.02		6.8		0.02
Amortization related to acquired intangible assets	110.9		0.16		49.0		0.12
Restructuring and impairment(3)	15.6		0.02		3.2		0.01
Mark to market adjustment on financial instruments(4)	(83.0)		(0.12)		144.8		0.36
Interest on new debt held in escrow(5)	27.7		0.04		—		—
Other(6)	10.7		0.02		5.2		0.01
Income tax impact of related adjustments	(15.5)		(0.02)		(5.5)		(0.01)
Adjusted net income and Adjusted Diluted EPS	$	113.6	$	0.16	$	58.5	$	0.14
Weighted average ordinary shares (Diluted)	699,822,054				407,577,327
	Nine Months Ended September 30,				Nine Months Ended September 30,
---	---	---	---	---	---	---	---	---
	2021				2020
(in millions, except per share amounts)	Amount		Per Share		Amount		Per Share
Net loss attributable to ordinary shares	$	(105.3)	$	(0.17)	$	(336.9)	$	(0.91)
Dividends on preferred shares	22.4		0.03		—		—
Net loss	(82.9)		(0.13)		(336.9)		(0.91)
Deferred revenues adjustment(1)	4.5		0.01		7.4		0.02
Transaction related costs(2)	(1.6)		—		70.2		0.18
Share-based compensation expense	38.5		0.06		31.1		0.08
Amortization related to acquired intangible assets	333.1		0.51		136.7		0.35
Restructuring and impairment(3)	122.0		0.19		26.8		0.07
Mark to market adjustment on financial instruments(4)	(113.2)		(0.17)		224.2		0.57
Interest on debt held in escrow(5)	29.1		0.04		—		—
Debt extinguishment costs and refinancing related costs	—		—		8.6		0.02
Other(6)	24.8		0.04		1.6		—
Income tax impact of related adjustments	(42.3)		(0.07)		(16.2)		(0.04)
Adjusted net income and Adjusted Diluted EPS	$	312.0	$	0.48	$	153.5	$	0.39
Weighted average ordinary shares (Diluted)	647,508,021				390,533,995

(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 primarily related to restructuring and impairment associated with the acquisition of primarily DRG and CPA Global in 2020, 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.

(5)Reflects interest expense incurred on the principal related to the 2021 debt offering, currently held in escrow until the completion of the pending acquisition of ProQuest. Clarivate intends to use the net proceeds to finance a portion of the purchase price and therefore, considered as part of the transaction costs associated with the pending acquisition.

(6)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 were largely wound down by the end of December 31, 2020.

Free Cash Flow and Adjusted Free Cash Flow

Free cash flow is calculated using 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, transition services agreement, transition, transformation and integration expenses, transaction related costs, interest on debt held in escrow, and debt issuance costs offset by cash received for hedge accounting transactions. Per Clarivate’s Non-GAAP policy effective January 1, 2021, we have ceased use of adjustments for costs in connection with our separation from Thomson Reuters including costs related to the transition services agreement and separation, integration, and transformational expenses, as well as costs related to our merger with Churchill Capital Corp in 2019.

The following table reconciles our non-GAAP free cash flow and Adjusted free cash flow measure to net cash provided by operating activities:

	Nine Months Ended September 30,
(in millions)	2021		2020
Net cash provided by operating activities	$	305.5	$	128.0
Capital expenditures	(86.2)		(78.6)
Free cash flow	219.3		49.4
Cash paid for restructuring costs(1)	65.8		18.9
Cash paid for transaction related costs(2)	21.2		39.4
Cash paid for transition, integration and other costs(3)	1.5		17.0
Cash paid for transition services agreement(4)	—		(2.2)
Cash paid for debt issuance costs	7.8		7.7
Cash received for hedge accounting transactions	—		(1.7)
Adjusted free cash flow	$	315.6	$	128.5

(1)Reflects cash payments for costs primarily related to restructuring and lease-exit activities associated with the acquisition of DRG and CPA Global in 2020. This also includes cash paid for 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.

(2)Includes cash paid for 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)Includes cash paid for costs incurred in 2020 and 2019 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, costs for which were largely wound down by December 31, 2020, as well as other costs that do not reflect our ongoing operating performance.

(4)In 2020, includes cash payments to Thomson Reuters under the Transition Services Agreement.

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, and 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 secured and unsecured notes issued by Clarivate Science Holdings Corporation 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 Loss for the trailing 12-month period (defined in the credit facilities and the indentures as our U.S. GAAP net income adjusted for certain items specified in the credit facilities and the indentures) 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 that were presented in the offering memorandum used in connection with the issuance of the secured notes due 2026 and earnout obligations incurred in connection with an acquisition or investment.

The following table bridges Net Loss to Adjusted EBITDA to Standalone Adjusted EBITDA, as Adjusted EBITDA reflects a substantial portion of the adjustments that comprise Standalone Adjusted EBITDA for the periods presented:

	Twelve Months Ended September 30,
(in millions)	2021
Net loss attributable to ordinary shares	$	(80.3)
Dividends on preferred shares	22.4
Net loss	(57.8)
Provision for income taxes	2.0
Depreciation and amortization	519.5
Interest, net	180.8
Deferred revenues adjustment(1)	20.1
Transaction related costs(2)	25.7
Share-based compensation expense	49.0
Gain on sale of Techstreet	(28.1)
Restructuring and impairment(3)	142.8
Mark to market adjustment on financial instruments(4)	(132.3)
Other(5)	22.2
Adjusted EBITDA	$	743.9
Realized foreign exchange gain	4.6
Bioinfogate Adjusted EBITDA impact(6)	0.3
Cost savings(7)	59.0
Standalone Adjusted EBITDA	$	807.8

(1)Reflects the deferred revenues adjustments recorded as a result of purchase accounting for acquired businesses.

(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.

(6)Represents the acquisition Adjusted EBITDA for the period beginning October 1, 2020 through the respective 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.

The foregoing adjustments (6) and (7) 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 Note Regarding Forward-Looking Statements” in the annual report.

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

					Variance Increase/(Decrease)				Percentage of Factors Increase/(Decrease)
	Three Months Ended September 30,				Total Variance<br><br>(Dollars)		Total Variance<br><br>(Percentage)		Acquisitive		Disposal		FX Impact		Organic
(in millions, except percentages)	2021		2020
Subscription revenues	$	246.5	$	222.1	$	24.4	11.0	%	11.2	%	(4.4)	%	1.0	%	3.2	%
Re-occurring revenues	110.4		—		110.4		100.0	%	100.0	%	—	%	—	%	—	%
Transactional revenues	85.4		64.4		21.0		32.5	%	37.3	%	(7.9)	%	0.4	%	2.7	%
Deferred revenues adjustment(1)	(0.1)		(2.1)		2.0		96.6	%	(2.4)	%	—	%	—	%	99.0	%
Revenues, net	$	442.1	$	284.4	$	157.8	55.5	%	56.0	%	(5.2)	%	0.8	%	3.9	%
Deferred revenues adjustment(1)	0.1		2.1		(2.0)		(96.6)	%	2.4	%	—	%	—	%	(99.0)	%
Adjusted revenues, net	$	442.2	$	286.5	$	155.7	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<br><br>(Dollars)		Total Variance<br><br>(Percentage)		Acquisitive		Disposal		FX Impact		Organic
(in millions, except percentages)	2021		2020
Subscription revenues	$	725.1	$	631.9	$	93.2	14.8	%	12.7	%	(4.4)	%	3.0	%	3.5	%
Re-occurring revenues	336.2		—		336.2		100.0	%	100.0	%	—	%	—	%	—	%
Transactional revenues	259.3		174.0		85.3		49.0	%	46.6	%	(9.0)	%	2.1	%	9.4	%
Deferred revenues adjustment(1)	(4.5)		(7.4)		3.0		39.8	%	(59.3)	%	—	%	—	%	99.1	%
Revenues, net	$	1,316.2	$	798.5	$	517.7	64.8	%	61.7	%	(5.4)	%	2.8	%	5.7	%
Deferred revenues adjustment(1)	4.5		7.4		(3.0)		(39.8)	%	59.3	%	—	%	—	%	(99.1)	%
Adjusted revenues, net	$	1,320.7	$	805.9	$	514.8	63.9	%	61.7	%	(5.4)	%	2.8	%	4.8	%

(1)Reflects the deferred revenues adjustment made as a result of purchase accounting.

The following tables and the discussion that follows presents our revenues by Product Segment 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)
Revenues by Product Segment	Three Months Ended September 30,				Total Variance (Dollars)		Total Variance (Percentage)		Acquisitive		Disposal		FX Impact		Organic
(in millions, except percentages)	2021		2020
Science Product Segment	$	200.8	$	190.7	$	10.1	5.3	%	0.3	%	—	%	1.0	%	4.1	%
IP Product Segment	241.3		95.7		145.6		152.1	%	165.9	%	(15.6)	%	0.6	%	1.2	%
Deferred revenues adjustment (1)	(0.1)		(2.1)		2.0		96.6	%	(2.4)	%	—	%	—	%	99.0	%
Revenues, net	$	442.1	$	284.4	$	157.8	55.5	%	56.0	%	(5.2)	%	0.8	%	3.9	%
Deferred revenues adjustment (1)	0.1		2.1		(2.0)		(96.6)	%	2.4	%	—	%	—	%	(99.0)	%
Adjusted revenues, net	$	442.2	$	286.5	$	155.7	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)
Revenues by Product Segment	Nine Months Ended September 30,				Total Variance (Dollars)		Total Variance (Percentage)		Acquisitive		Disposal		FX Impact		Organic
(in millions, except percentages)	2021		2020
Science Product Segment	$	594.4	$	521.6	$	72.8	14.0	%	4.6	%	—	%	3.1	%	6.2	%
IP Product Segment	726.2		284.2		442.0		155.5	%	166.5	%	(15.2)	%	2.1	%	2.1	%
Deferred revenues adjustment (1)	(4.5)		(7.4)		3.0		39.8	%	(59.3)	%	—	%	—	%	99.1	%
Revenues, net	$	1,316.2	$	798.5	$	517.7	64.8	%	61.7	%	(5.4)	%	2.8	%	5.7	%
Deferred revenues adjustment (1)	4.5		7.4		(3.0)		(39.8)	%	59.3	%	—	%	—	%	(99.1)	%
Adjusted revenues, net	$	1,320.7	$	805.9	$	514.8	63.9	%	61.7	%	(5.4)	%	2.8	%	4.8	%

(1) Reflects the deferred revenues adjustment made as a result of purchase accounting.

The following table presents our calculation of Adjusted Revenues for the Outlook for 2021 and reconciles this measure to our Revenues, net for the same period:

	Year Ending December 31, 2021<br>(Forecasted)
	Low		High
Revenues, net	$	1,796.1	$	1,836.1
Deferred revenues adjustment(1)	3.9		3.9
Adjusted revenues, net	$	1,800.0	$	1,840.0

(1) Reflects the deferred revenues adjustment as a result of purchase accounting associated with businesses that were acquired.

The following table presents our calculation of Adjusted EBITDA for the Outlook for 2021 and reconciles this measure to our Net loss for the same period:

	Year Ending December 31, 2021<br>(Forecasted)
(in millions)	Low			High
Net loss attributable to ordinary shares	$	(102.8)		$	(72.8)
Dividends on preferred shares(1)	41.3			41.3
Net loss	$	(61.5)		$	(31.5)
Provision for income taxes	40.0			40.0
Depreciation and amortization	517.0			517.0
Interest expense and amortization of debt discount, net	199.5			199.5
Deferred revenue adjustment(2)	3.9			3.9
Restructuring and impairment(3)	126.5			126.5
Transaction related costs(4)	1.6			1.6
Mark to market adjustment on financial instruments(5)	(113.2)			(113.2)
Share-based compensation expense	56.4			56.4
Other(6)	24.8			24.8
Adjusted EBITDA	$	795.0		$	825.0
Adjusted EBITDA margin	44		%	45		%

(1)Dividends on our mandatory convertible preferred shares (“MCPS”) are payable quarterly at an annual rate of 5.25% of the liquidation preference of $100 per share. For the purposes of calculating net loss attributable to Clarivate, we have excluded the accrued and anticipated MCPS stock dividends.

(2)Reflects the deferred revenues adjustment made as a result of purchase accounting.

(3)Reflects costs primarily 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.

(4)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.

(5)Reflects mark to market adjustments on our private placement warrant financial instruments. In periods after issuance, changes in the estimated fair value of the liabilities are reported through earnings.

(6)Includes primarily the net impact of foreign exchange gains and losses related to the re-measurement of balances and other items incurred that do not reflect our ongoing operating performance.

The following table presents our calculation of Adjusted Diluted EPS for the Outlook for 2021 and reconciles these measures to our Net loss for the same period:

	Year Ending December 31, 2021<br>(Forecasted)
	Low		High
	Per Share		Per Share
Net loss attributable to ordinary shares	$	(0.15)	$	(0.09)
Dividends on preferred shares(1)	0.06		0.06
Net loss	$	(0.09)	$	(0.03)
Restructuring and impairment(2)	0.19		0.19
Transaction related costs(3)	—		—
Share-based compensation expense	0.08		0.08
Amortization related to acquired intangible assets	0.65		0.65
Mark to market adjustment on financial instruments(4)	(0.17)		(0.17)
Interest on debt held in escrow(5)	0.07		0.07
Other(6)	0.04		0.04
Income tax impact of related adjustments	(0.09)		(0.09)
Adjusted Diluted EPS	$	0.70	$	0.74
Weighted average ordinary shares (Diluted)(7)	668,402,150

(2)Reflects costs primarily 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.

(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. 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.

(6)Includes primarily the net impact of foreign exchange gains and losses related to the re-measurement of balances and other items incurred that do not reflect our ongoing operating performance.

(7)For the purposes of calculating adjusted earnings per share, the Company has excluded the accrued and anticipated MCPS stock dividends and assumed the “if-converted” method of share dilution.

The following table presents our calculation of Free Cash Flow and Adjusted Free Cash Flow for the Outlook for 2021 and reconciles this measure to our Net cash provided by operating activities for the same period:

	Year Ending December 31, 2021<br>(Forecasted)
(in millions)	Low		High
Net cash provided by operating activities	$	403.2	$	453.2
Capital expenditures	(123.0)		(123.0)
Free Cash Flow	280.2		330.2
Cash paid for restructuring costs(1)	81.6		81.6
Cash paid for transaction related costs(2)	38.6		38.6
Cash paid for other costs(3)	1.5		1.5
Cash paid for interest on debt held in escrow(4)	48.1		48.1
Adjusted Free Cash Flow	$	450.0	$	500.0

(1)Reflects cash payments for costs related to restructuring and lease-exit activities associated with the acquisition of primarily DRG and CPA Global in 2020. This also includes cash paid for 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.

(3)Reflects cash paid for other costs that do not reflect our ongoing operating performance.

(4)Reflects cash payments for the interest expense incurred on the principal related to the 2021 debt offering, currently held in escrow until the completion of the pending acquisition of ProQuest. Clarivate intends to use the net proceeds to finance a portion of the purchase price and therefore, considered as part of the transaction costs associated with the pending acquisition.

Media Contact:

Tabita Seagrave, Head of Global Corporate Communications

tabita.seagrave@clarivate.com

Investor Relations Contact:

Mark Donohue, Head of Global Investor Relations

mark.donohue@clarivate.com

215-243-2202

ersupplementaldeckq32021

Q3 2021 Earnings Supplemental Materials October 28, 2021

2 Forward-Looking Statements This communication contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. These statements, which express management’s current views concerning future business, events, trends, contingencies, financial performance, or financial condition, appear at various places in this communication and may use words like “aim,” “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “goal,” “intend,” “likely,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “see,” “seek,” “should,” “strategy,” “strive,” “target,” “will,” and “would” and similar expressions, and variations or negatives of these words. Examples of forward-looking statements include, among others, statements we make regarding: guidance outlook and predictions relating to expected operating results, such as revenue growth and earnings; our expectations around our ability to consummate our pending acquisition of ProQuest, which is subject to customary closing conditions including receipt of approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976; strategic actions such as acquisitions, joint ventures, and dispositions, including the anticipated benefits therefrom, and our success in integrating acquired businesses; anticipated levels of capital expenditures in future periods; our ability to successfully realize cost savings initiatives and transition services expenses; our belief that we have sufficiently liquidity to fund our ongoing business operations; expectations of the effect on our financial condition of claims, litigation, environmental costs, the COVID-19 pandemic and governmental responses thereto, contingent liabilities, and governmental and regulatory investigations and proceedings; and our strategy for customer retention, growth, product development, market position, financial results, and reserves. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on management’s current beliefs, expectations, and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy, and other future conditions. Because forward-looking statements relate to the future, they are difficult to predict and many of which are outside of our control. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include those factors discussed under the caption “Risk Factors” in our 2020 annual report on Form 10-K/A, along with our other filings with the U.S. Securities and Exchange Commission (“SEC”). However, those factors should not be considered to be a complete statement of all potential risks and uncertainties. Additional risks and uncertainties not known to us or that we currently deem immaterial may also impair our business operations. Forward-looking statements are based only on information currently available to our management and speak only as of the date of this communication. We do not assume any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws. Please consult our public filings with the SEC or on our website at www.clarivate.com. Non-GAAP Financial Measures This presentation contains financial measures which have not been calculated in accordance with United States generally accepted accounting principles (“GAAP”), including Adjusted Revenues, Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow, Adjusted Free Cash Flow, and Organic Revenues 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. Although we believe these measures may be useful for investors for the same reasons, these financial measures should not be considered as an alternative to GAAP financial measures as a measure of the Company’s financial condition, profitability and performance or liquidity. In addition, these financial measures may not be comparable to similar measures used by other companies. At the Appendix to this presentation, we provide further descriptions of these non-GAAP measures and reconciliations of these non-GAAP measures to the corresponding most closely related GAAP measures.

3 Financial Highlights Nine Months Ended September 30, 20211Delivering on Our Promises 1. Revenue at constant currency. 2. See the Appendix for a reconciliation of GAAP to Non-GAAP measures. 3. Adjusted EBITDA Margin equals Adjusted EBITDA divided by Adjusted Revenue. Three Months Ended September 30, 20211 +55% $442M +54% $442M +3% $9M 43% +520bps Revenue1 Adjusted Revenue1,2 Adjusted organic revenue growth1,2 Adjusted EBITDA Margin2,3 +114% $44M Net Cash Operating Activities +542% $57M Adjusted Free Cash Flow2 +100% $1M Net income attributable to ordinary shares +76% $190M Adjusted EBITDA2 • 5% YTD adjusted organic revenue1,2 growth: ▪ On target to achieve full year 2021 organic revenue growth of 6% to 6.5% ▪ Expect strong fourth quarter growth towards the upper-end of target range of 6% to 8% • Continued sequential quarterly improvement of Adjusted EBITDA Margin2 in 2021 • Over-delivering on cost savings initiatives • Generating significant Adjusted Free Cash Flow2 +65% $1,316M +64% $1,321M +5% +$38M 41% +560bps Revenue1 Adjusted Revenue1,2 Adjusted organic revenue growth1,2 Adjusted EBITDA Margin2,3 +139% $306M Net Cash Operating Activities +146% $316M Adjusted Free Cash Flow2 69% $(105)M Loss attributable to ordinary shares +90% $544M Adjusted EBITDA2

4 • Announced $250M share repurchase program ▪ Extended through January 31, 2022 • Acquired Bioinfogate ▪ Reinforces position as premier provider of end-to-end research intelligence solutions for life sciences • Continue to expand new product launches and product enhancements with more than 60 new offerings and enhancements YTD 2021 • Completed customer migration to inside sales Centers of Excellence ▪ ~24,000 accounts now served efficiently via digitally-enabled sales with focus on increasing retention rates and capturing new logos ▪ Streamlines field sales force account coverage from approximately 60 down to 15 accounts, enhancing focus on large accounts ▪ Deploying 100 dedicated field sales specialists only focused on accelerating new business sales • CPA Global integration ahead of schedule ▪ On target to achieve $100M of cost synergies within 15 months of deal close Q3 Business Highlights

5 $108 $190 Q3’ 20 Q3’ 21 $286 $442 $110$64 $85$222 $246 Q3’ 20 Q3’ 21 Q3 Financial Results ($ in millions, actual f/x) Adjusted Revenue1 +54% actual f/x +54% constant f/x Subscription +11% Transactional +33% Adjusted EBITDA1 Adjusted EBITDA Margin2 43% up 520 basis points +76% Growth driven by the acquisition of CPA Global, increased organic subscription and transactional revenue, and cost savings initiatives, which drove significant Adjusted EBITDA growth and Margin expansion 1. See the Appendix for a reconciliation of GAAP to Non-GAAP measures. 2. Adjusted EBITDA Margin equals Adjusted EBITDA divided by Adjusted Revenue. See the Appendix for a reconciliation of GAAP to Non-GAAP measures. Re-occurring +100% Reported Revenue +55% actual f/x +55% constant f/x $284 $442 Q3’ 20 Q3’ 21 Organic Revenue Growth (at constant f/x) Subscription 3 % Transactional 3 % Adjusted Revenue 3 %

6 $798 $1,316 YTD 2020 YTD 2021 $287 $544 YTD 2020 YTD 2021 $806 $1,321 $336 $174 $259$632 $725 YTD 2020 YTD 2021 YTD Nine Months Ended September Financial Results ($ in millions, actual f/x) Adjusted Revenue1 +64% actual f/x +61% constant f/x Subscription +15% Transactional +49% Adjusted EBITDA1 Adjusted EBITDA Margin2 41% up 560 basis points +90% Organic revenue growth of 5% with strong growth in Adjusted EBITDA; increases in revenue and over-delivering on cost savings initiatives are driving Adjusted EBITDA Margin expansion 1. See the Appendix for a reconciliation of GAAP to Non-GAAP measures. 2. Adjusted EBITDA Margin equals Adjusted EBITDA divided by Adjusted Revenue. See the Appendix for a reconciliation of GAAP to Non-GAAP measures. Re-occurring +1% Reported Revenue +65% actual f/x +62% constant f/x Organic Revenue Growth (at constant f/x) Subscription 4 % Transactional 9 % Adjusted Revenue 5 %

7 Financial Highlights Three Months Ended September 30, Nine Months Ended September 30, ($ in millions except per share data) 2021 2020 % Change2 Organic2 2021 2020 % Change2 Organic2 Q3’21 Commentary Subscription revenue1 $ 246 $ 222 11 % 3 % $ 725 $ 632 15 % 3 % Acquisitions, higher life sciences and healthcare data solutions, and CompuMark revenues, partially offset by TechStreet divestiture Transactional revenue1 85 64 33 % 3 % 259 174 49 % 9 % Acquisitions, higher trademark search volumes, back file and custom data sales, partially offset by TechStreet divestiture Re-occurring revenue1 110 — 100 % — % 336 — 100 % — % A component of revenue from the acquisition of CPA Global Adjusted total revenues, net1 442 287 54 % 3 % 1,321 806 64 % 5 % Annual Contract Value (“ACV”) 937 861 9 % 3 % 937 861 9 % 3 % Acquisitions, organic growth and annual price increases Adjusted EBITDA1 190 108 76 % --- 544 287 90 % --- Revenue growth with strong flow-through and benefit of cost savings/synergies Adjusted EBITDA margin1 43 % 38 % 520bps --- 41 % 36 % 560 bps --- Combination of acquisitions and underlying growth and efficiencies within the core business Other operating income (expense) (4) — N/M --- (20) 15 N/M --- Interest expense (65) (20) 222 % --- (141) (72) 95 % --- Higher interest payments as a result of debt financing for CPA Global acquisition and pending acquisition of ProQuest Provision for income taxes (4) (4) (17) % --- (18) (14) 32 % --- Impact of income in different tax jurisdictions Cash taxes 10 12 (19) % --- 22 20 11 % --- In line with prior year Net income (loss) 1 (182) 100 % --- (105) (337) (69) % --- Growth in operations and mark-to-market adjustments on financial instruments, offset by higher interest expense Adjusted net income 1 114 59 94 % --- 312 154 103 % --- Acquisitions, organic growth, the benefit of operational efficiencies and mark-to- market adjustments on financial instruments Net income (loss) per share — (0.47) (100) % --- (0.17) (0.91) 81 % --- Adjusted diluted EPS1 0.16 0.14 13 % --- 0.48 0.39 23 % --- Adjusted net income growth, partially offset by a 77% increase in weighted average ordinary shares outstanding primarily driven by the acquisition of CPA Global and the June 2021 ordinary share and mandatory convertible preferred share offering to finance a portion of the purchase price for the pending acquisition of ProQuest 1. See the Appendix for a reconciliation of GAAP to Non-GAAP measures. 2. Includes the impact of foreign exchange

8 Selected Balance Sheet and Cash Flow Information ($ in millions) September 30, 2021 December 31, 2020 $ Change Commentary on Change Cash and cash equivalents $2,480 $258 $2,222 Primarily proceeds from June 2021 equity offering ($0.7B) and mandatory convertible preferred offering ($1.4B), with proceeds targeted to finance a portion of the purchase price of the pending ProQuest acquisition Restricted cash $1,854 $11 $1,843 Proceeds from $2.0B debt offering in June 2021 followed by the subsequent exchange offering of $1.84 billion in September, which is being held in escrow until the completion of the pending acquisition of ProQuest Current portion of long-term debt $1,866 $29 $1,837 Related to $2.0B debt offering noted above Long-term debt outstanding $3,444 $3,458 $(14) Lower due to payment on term loan Total debt outstanding $5,369 $3,547 $1,821 Related to $2.0B debt offering and subsequent exchange offering, as noted above Net debt(1) $2,889 $3,290 $(401) Lower primarily due to increase in cash and cash equivalents and positive free cash flow YTD September 30, 2021 YTD September 30, 2020 Capital expenditures $(86) $(79) $(8) Primarily related to the addition of CPA Global Cash flow from operations $306 $128 $177 Driven by increased revenues and lower GAAP operating losses Free cash flow1 $219 $49 $170 Higher operating cash flow partially offset by increased capital expenditures Adjusted free cash flow1 $316 $129 $187 Driven by improvement in cash flow from operations and operational improvement initiatives, which streamlined operations by simplifying the organization 1. See the Appendix for a reconciliation of GAAP to Non-GAAP measures.

9 Delivering Increased Cost Savings Total Savings Permanent Savings Completed Through September 2021 Timing 2019 cost savings program $75 million $75 million $75 million Completed $75 million run-rate COVID related $30 million At least $5 million $5 million Completed end of 2020 DRG synergies $30 million $30 million $30 million Completed $30 million run-rate Q2 2021 CPA Global Savings $100 million $100 million $99 million $100 million run-rate exiting 2021 Total Cost Savings $235 million $210 million $209 million Permanent cost savings of $210 million

10 Reaffirmed 2021 Outlook* ($ in millions) Current Outlook Low High Adjusted Revenue $1,800 $1,840 Adjusted EBITDA $795 $825 Adjusted EBITDA margin % 44% 45% Adjusted Diluted EPS1 $0.70 $0.74 Adjusted Free Cash Flow $450 $500 See Appendix for reconciliation of GAAP to Non-GAAP measures. 1. Adjusted diluted EPS for 2021 is calculated based on approximately 668.4 million fully diluted weighted average shares outstanding. Continue to expect a strong fourth quarter with organic revenue growth towards the upper- end of target range of 6% to 8%

YTD 2021 Sustainability Highlights Q1-Q3 highlights Governance: • Board diversity statement published • Modern Slavery Statement revised and published • ISO 27001 certification achieved • Joined UN Global Compact Target Gender Equality & Sustainable Development Goals (SDG) Ambition Environment: • Submitted Carbon Disclosure Project (CDP) assessment • 100 top suppliers invited to participate in our ESG assessments Colleagues • Submitted Corporate Equality Index assessment • Launched DEIB council and 2021 scorecard • Launched Global Engagement Council (79 global and local groups) Community • First volunteer focus month completed; 32,000 volunteer hour annual goal • Launched volunteer recognition program Q4 focus Governance: • Complete colleague engagement and Customer Delight surveys • Complete annual Code of Conduct certification • Prepare for Global Sustainability Reporting Standard Environment: • Finalize Carbon Neutral approach, cost and plan • Collect site metrics and begin recycling program pilot • Invite Top 200+ suppliers to participate in our ESG assessments Colleagues • Progress on DEIB scorecard • Submit Global Workplace Equality Index assessment Community • Complete volunteer goal of 32,000 hours, with 12,000 focused on Diversity • Develop and advance additional strategic, social impact, and non-profit partnerships Good progress has been made in the first nine months of the year against our sustainability goals, including publishing our first sustainability report

12 2021 Virtual Investor Day November 8th Product Demo Day (10 am – 2 pm ET) – Covering academia, life sciences and healthcare, corporate, IP and Project Singularity November 9th Investor Day (10 am – 1 pm ET) – Business updates from: Contact investor relations for an invitation: Investor.relations@clarivate.com Please join us on Jerre Stead, Executive Chairman and CEO Gordon Samson, President IP Group Kerri Nelson, Chief Operations Officer Stefano Maestri, Chief Technology Officer Steen Lomholt-Thomsen, Chief Revenue Officer Richard Hanks, Chief Financial Officer Mukhtar Ahmed, President Science Group

APPENDIX

14 Presentation of Certain Non-GAAP Financial Measures This presentation contains financial measures which have not been calculated in accordance with US GAAP, including Adjusted Revenues and Adjusted EBITDA, because they are a basis upon which our management assesses our performance and we believe they reflect the underlining trends and indicators of our business. Adjusted Revenues Adjusted Revenues excludes the impact of the deferred revenues purchase accounting adjustment (primarily recorded in connection with recent acquisitions). Our presentation of Adjusted Revenues is presented for informational purposes only and is not necessarily indicative of our future results. You should compensate for these limitations by relying primarily on our US GAAP results and only using Adjusted Revenues for supplementary analysis. Adjusted EBITDA Adjusted EBITDA represents net loss before provision for income taxes, depreciation and amortization, interest income and expense adjusted to exclude acquisition or disposal-related transaction costs (such costs include net income from continuing operations before provision for income taxes, depreciation and amortization and interest income and expense from divestitures), share-based compensation, mandatory convertible preferred share dividend expense, unrealized foreign currency gains/(losses), 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 market adjustments on financial instruments 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. Per Clarivate’s Non-GAAP policy effective January 1, 2021, we have ceased use of adjustments for costs in connection with our separation from Thomson Reuters including costs related to the transition services agreement and separation, integration, and transformational expenses, as well as costs related to our merger with Churchill Capital Corp in 2019. In evaluating Adjusted EBITDA you should be aware that in the future the Company may incur expenses that are the same as or similar to some of the included adjustments. The Company’s presentation of Adjusted EBITDA should not be construed as an inference that the Company’s future results will be unaffected by any of the adjusted items, or that the Company’s projections and estimates will be realized in their entirety or at all.

15 Presentation of Certain Non-GAAP Financial Measures Adjusted EBITDA The use of Adjusted EBITDA instead of US GAAP measures has limitations as an analytical tool, and you should not consider Adjusted EBITDA in isolation, or as a substitute for analysis of the Company’s results of operations and operating cash flows as reported under US GAAP. For example, Adjusted EBITDA does not reflect: – the Company’s cash expenditures or future requirements for capital expenditures – changes in, or cash requirements for, the Company’s working capital needs – interest expense, or the cash requirements necessary to service interest or principal payments, on the Company’s debt – any cash income taxes that the Company may be required to pay – any cash requirements for replacements of assets that are depreciated or amortized over their estimated useful lives and may have to be replaced in the future – all non-cash income or expense items that are reflected in the Company’s statements of cash flows The Company’s definition of and method of calculating Adjusted EBITDA may vary from the definitions and methods used by other companies when calculating adjusted EBITDA, which may limit their usefulness as comparative measures. The Company prepared the information included in this presentation based upon available information and assumptions and estimates that it believes are reasonable. The Company cannot assure you that its estimates and assumptions will prove to be accurate. Adjusted EBITDA Margin Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by Adjusted Revenues.

16 Presentation of Certain Non-GAAP Financial Measures Adjusted Net Income and Adjusted Diluted EPS We use Adjusted Net Income and Adjusted Diluted Earnings Per Share ("Adjusted Diluted EPS") in our analysis of the financial performance of the Company. We believe Adjusted Net Income and Adjusted Diluted EPS are meaningful measures of the performance of the Company because they adjust for items that do not directly affect our ongoing operating performance in the period. Adjusted Net Income is calculated using net loss, 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 the divested business), amortization related to acquired intangible assets, share-based compensation, mandatory convertible preferred share dividend expense, unrealized foreign currency 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 market adjustments on financial instruments, interest on debt held in escrow, 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, and the income tax impact of any adjustments. Per Clarivate’s Non-GAAP policy effective January 1, 2021, we have ceased use of adjustments for costs in connection with our separation from Thomson Reuters including costs related to the transition services agreement and separation, integration, and transformational expenses, as well as costs related to our merger with Churchill Capital Corp in 2019. We calculate Adjusted Diluted EPS by using Adjusted Net Income divided by diluted weighted average shares for the period. 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 and the indenture governing our secured notes due 2026 issued by Camelot Finance S.A. and guaranteed by certain of our subsidiaries, respectively. In addition, the credit facilities and the indenture 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. 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 indenture 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.

17 Presentation of Certain Non-GAAP Financial Measures 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 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. Free cash flow is calculated using 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, transition services agreement, transition, transformation and integration expenses, transaction related costs, interest on debt held in escrow, and debt issuance costs offset by cash received for hedge accounting transactions. Per Clarivate’s Non-GAAP policy effective January 1, 2021, we have ceased use of adjustments for costs in connection with our separation from Thomson Reuters including costs related to the transition services agreement and separation, integration, and transformational expenses, as well as costs related to our merger with Churchill Capital Corp in 2019. Organic Revenues This illustrates growth in businesses owned by the Company as of January 1, 2020. Results excluding divestitures in this presentation exclude the previously announced November 6, 2020 divestiture of Techstreet.

18 Quarterly Financial Summary 1. Adjusted Revenue adds back the deferred revenue purchase accounting adjustment. 2. See the Appendix for a reconciliation of US GAAP to non-GAAP financial measures. ($ in millions) Q3 2019 Q4 2019 Q1 2020 Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021 Q3 2021 Revenues, net $243.0 $255.0 $240.6 $273.5 $284.4 $455.6 $428.4 $445.6 $442.1 Deferred revenue adjustment $0.1 $0.1 $1.9 $3.4 $2.1 $15.7 $3.0 $1.4 $0.1 Adjusted Revenue1,2 $243.1 $255.1 $242.5 $276.9 $286.5 $471.3 $431.5 $447.0 $442.2 Adj. Subscription Revenue1,2 $200.8 $209.5 $193.2 $216.5 $222.1 $235.9 $235.1 $243.6 $246.5 Adj. Transactional Revenue1,2 $42.3 $45.6 $49.2 $60.4 $64.4 $120.9 $84.2 $89.8 $85.4 Adj. Re-occurring Revenue1,2 --- --- --- --- --- $114.5 $112.2 $113.7 $110.4 Net Income (Loss) (As Restated) $(11.0) $(84.4) $(129.6) $(25.3) $(182.0) $25.0 $(24.0) $(82.2) $0.9 Adjusted EBITDA2 $77.0 $84.6 $78.2 $100.1 $108.2 $200.1 $164.8 $189.0 $190.0 Adjusted EBITDA margin %2 32% 33% 32% 36% 38% 42% 38% 42% 43%

19 Diluted Share Count Note: The analysis is not intended to replace the Treasury Stock Method as required under ASC 260, Earnings per Share 1. Inconsistent with the requirements of ASC 260, but for illustrative purposes, this analysis uses hypothetical shares prices and not the actual average share price for the period as required under US GAAP. 2. The conversion rate for the Company's outstanding Mandatory Convertible Preferred Share into the Company's Common Stock was determined using the conversion rate as outlined in the June 14, 2021 Mandatory Convertible Preferred Share offerings documents. If the Company's common stock is between $26.00 and $31.20 the conversation rate will fluctuate and if the value is below $26.00 or above $31.20 the conversion rate will be set. 3. Debt and cash amounts reflect 9/30/21 balances. This also reflects the $2,000 in restricted cash obtained from the issuance of the Unsecured and Secured notes. 4. Per the requirements of the Treasury Stock Method this excludes all management options that are antidilutive at the assumed share prices in this analysis and includes consideration of unrecognized compensation costs. 5. Consists of actual 2019, 2020, and 2021 issued RSUs, as well as forecasted RSUs for Q4 of 2021 and their related activity. This includes forecasted issuances of 25.1M RSUs in the remainder of 2021. 6. Consistent with the requirements of ASC 260, performance conditions for 0.6M of the PSUs granted in 2020 are not likely to be achieved as of this time, and therefore are excluded from this dilution analysis. Market conditions for 0.3M of the PSUS granted in 2020 are likely to be achieve based on the stock price's performance in the past year, and therefore are included in this dilution analysis. This figure includes one third of the PSUs issued in Q1 2021, Q2 2021, Q3 2021 as it has been deemed probable that the performance condition will be met. It does not include the portion of Q1 2021 PSU grants that do not have identified performance conditions yet. Additionally, it does not include forecasted grants for the remainder of 2021 as we are unable to determine the probability of achieving related performance conditions at this time. 7. The remaining approved share buyback amount of $185M is included and the relevant shares are divided equally between buybacks in the months of November 2021, December 2021, and January 2022. The weighted average associated with shares repurchased in November and December 2021 are reflected here. Comments

20 Reconciliation of Non-GAAP Financial Measures and Required Reported Data Growth in organic revenue illustrates growth in businesses owned by the Company as of January 1, 2020, the beginning of the earliest period presented. The following tables present the amounts of our subscription and transactional revenues, including as a percentage of our total revenues, for the periods indicated, as well the drivers of the variances between periods. 1. Reflects the deferred revenues adjustment made as a result of purchase accounting. Variance Increase/ (Decrease) Percentage of Factors Increase/(Decrease) Three Months Ended September 30, Total Variance (Dollars) Total Variance (Percentage) Acquisitive Disposal FX Impact Organic (in millions, except percentages) 2021 2020 Subscription revenues $ 246.5 $ 222.1 $ 24.4 11.0 % 11.2 % (4.4) % 1.0 % 3.2 % Re-occurring revenues 110.4 — 110.4 100.0 % 100.0 % — % — % — % Transactional revenues 85.4 64.4 21.0 32.5 % 37.3 % (7.9) % 0.4 % 2.7 % Deferred revenues adjustment1 (0.1) (2.1) 2.0 96.6 % (2.4) % — % — % 99.0 % Revenues, net $ 442.1 $ 284.4 $ 157.8 55.5 % 56.0 % (5.2) % 0.8 % 3.9 % Deferred revenues adjustment 0.1 2.1 (2.0) 96.6 % (2.4) % — % — % 99.0 % Adjusted revenues, net $ 442.2 $ 286.5 $ 155.7 54.4 % 55.6 % (5.2) % 0.8 % 3.1 %

21 Reconciliation of Non-GAAP Financial Measures Growth in organic revenue illustrates growth in businesses owned by the Company as of January 1, 2020, the beginning of the earliest period presented. The following tables present the amounts of our subscription and transactional revenues, including as a percentage of our total revenues, for the periods indicated, as well the drivers of the variances between periods. 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) Acquisitive Disposal FX Impact Organic (in millions, except percentages) 2021 2020 Subscription revenues $ 725.1 $ 631.9 $ 93.2 14.8% 12.7% (4.4)% 3.0% 3.5% Re-occurring revenues 336.2 — 336.2 100.0% 100.0% —% —% —% Transactional revenues 259.3 174.0 85.3 49.0% 46.6% (9.0)% 2.1% 9.4% Deferred revenues adjustment1 (4.5) (7.4) 3.0 39.8% (59.3)% —% —% 99.1% Revenues, net $ 1,316.2 $ 798.5 $ 517.7 64.8% 61.7% (5.4)% 2.8% 5.7% Deferred revenues adjustment1 4.5 7.4 (3.0) (39.8)% 59.3% —% —% (99.1)% Adjusted revenues, net $ 1,320.7 $ 805.9 $ 514.8 63.9% 61.7% (5.4)% 2.8% 4.8%

22 Reconciliation of Non-GAAP Financial Measures Descriptions Adjusted EBITDA adjustments 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 primarily related to restructuring and impairment associated with the acquisition of DRG and CPA Global in 2020, 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 our private placement warrant financial instruments. In periods after 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 were largely wound down by the end of December 31, 2020. Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2021 2020 2021 2020 Net income (loss) attributable to ordinary shares $ 0.9 $ (182.0) $ (105.3) $ (336.9) Dividends on preferred shares 22.4 — 22.4 — Net income (loss) $ 23.3 $ (182.0) $ (82.9) $ (336.9) Provision (benefit) for income taxes 3.6 4.3 18.0 13.7 Depreciation and amortization 130.7 68.6 392.5 176.2 Interest expense and amortization of debt discount, net 65.2 20.2 141.2 72.3 Deferred revenues adjustment(1) 0.1 2.1 4.5 7.4 Transaction related costs(2) 11.9 34.9 (1.6) 70.2 Share-based compensation expense 12.0 6.8 38.5 31.1 Restructuring and impairment(3) 15.6 3.2 122.0 26.8 Mark to market adjustment on financial instruments (83.0) 144.8 (113.2) 224.2 Other (5) 10.7 5.2 24.8 1.6 Adjusted EBITDA $ 190.0 $ 108.2 $ 543.8 $ 286.6 Adjusted EBITDA Margin 43.0 % 37.8 % 41.2 % 35.6 %

23 Reconciliation of Non-GAAP Financial Measures Descriptions Adjusted EBITDA and Standalone Adjusted EBITDA Adjustments 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 our private placement warrant financial instruments. In periods after 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 were largely wound down by the end of December 31, 2020. 6. Represents the acquisition Adjusted EBITDA for the period beginning October 1, 2020 through the respective 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. Twelve Months Ended September 30, (in millions) 2021 Net loss attributable to ordinary shares $ (80.3) Dividends on preferred shares 22.4 Net loss $ (57.8) Provision for income taxes 2.0 Depreciation and amortization 519.5 Interest, net 180.8 Deferred revenues adjustment(1) 20.1 Transaction related costs(2) 25.7 Share-based compensation expense 49.0 Gain on sale of Techstreet (28.1) Restructuring and impairment(3) 142.8 Mark to market adjustment on financial instruments(4) (132.3) Other(5) 22.2 Adjusted EBITDA $ 743.9 Realized foreign exchange gain 4.6 Bioinfogate Adjusted EBITDA impact(6) 0.3 Cost savings(7) 59.0 Standalone Adjusted EBITDA $ 807.8

24 Reconciliation of Non-GAAP Financial Measures Descriptions Adjusted Net Income and Adjusted Diluted EPS adjustments 1. Reflects the deferred revenues adjustment as a result of purchase accounting. 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 primarily 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. 4. Reflects mark to market adjustments on our private placement warrant financial instruments. In periods after issuance, changes in the estimated fair value of the liabilities are reported through earnings. 5. Reflects interest expense incurred on the principal related to the 2021 debt offering, currently held in escrow until the completion of the pending acquisition of ProQuest. Clarivate intends to use the net proceeds to finance a portion of the purchase price and therefore, considered as part of the transaction costs associated with the pending acquisition. 6. 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. Three Months Ended September 30, Three Months Ended September 30, 2021 2020 (in millions, except per share amounts) Amount Per Share Amount Per Share Net income (loss) attributable to ordinary shares $ 0.9 $ — $ (182.0) $ (0.47) Dividends on preferred shares 22.4 0.06 — — Net income (loss) $ 23.3 $ 0.06 $ (182.0) $ (0.47) Deferred revenues adjustment(1) 0.1 — 2.1 0.01 Transaction related costs(2) 11.9 0.02 34.9 0.09 Share-based compensation expense 12.0 0.02 6.8 0.02 Amortization related to acquired intangible assets 110.9 0.16 49.0 0.12 Restructuring and impairment(3) 15.6 0.02 3.2 0.01 Mark to market adjustment on financial instruments(4) (83.0) (0.12) 144.8 0.36 Interest on new debt held in escrow(5) 27.7 0.04 — — Other(6) 10.7 0.02 5.2 0.01 Income tax impact of related adjustments (15.5) (0.02) (5.5) (0.01) Adjusted net income and Adjusted Diluted EPS $ 113.6 $ 0.16 $ 58.5 $ 0.14 Weighted average ordinary shares (Diluted) 699,822,054 407,577,327

25 Net Cash Provided By (Used In) Operating Activities to Free Cash Flow and Adjusted Free Cash Flow Descriptions Free Cash Flow and Adjusted Free Cash Flow Adjustments 1. Reflects cash payments for costs primarily related to restructuring and lease-exit activities associated with the acquisition of DRG and CPA Global in 2020. This also includes cash paid for 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. 2. Includes cash paid for 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. Includes cash paid for costs incurred in 2020 and 2019 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, costs for which were largely wound down by the end of December 31, 2020, as well as other costs that do not reflect our ongoing operating performance. 4. In 2020, includes cash payments to Thomson Reuters under the Transition Services Agreement. Nine Months Ended September 30, (in millions) 2021 2020 Net cash provided by operating activities $ 305.5 $ 128.0 Capital expenditures (86.2) (78.6) Free cash flow $ 219.3 $ 49.4 Cash paid for restructuring costs(1) 65.8 18.9 Cash paid for transaction related costs(2) 21.2 39.4 Cash paid for transition, integration and other costs(3) 1.5 17.0 Cash paid for transition services agreement(4) — (2.2) Cash paid for debt issuance costs 7.8 7.7 Cash received for hedge accounting transactions — (1.7) Adjusted free cash flow $ 315.6 $ 128.5 Reconciliation of Non-GAAP Financial Measures September 30, 2021 December 31, 2020(in millions) Total debt outstanding $ 5,368.5 $ 3,547.4 Cash and cash equivalents 2,479.9 257.7 Total net debt outstanding $ 2,888.6 $ 3,289.7 Debt to Net Debt

26 Reconciliation of Non-GAAP Financial Measures Year Ending December 31, 2021 (Forecasted) Low High ($ in millions) Net loss attributable to ordinary shares $ (102.8) $ (72.8) Dividends on preferred shares(1) 41.3 41.3 Net loss (61.5) (31.5) Provision for income taxes 40.0 40.0 Depreciation and amortization 517.0 517.0 Interest expense and amortization of debt discount, net 199.5 199.5 Deferred revenue adjustment(2) 3.9 3.9 Restructuring and impairment(3) 126.5 126.5 Transaction related costs(4) 1.6 1.6 Mark to market adjustment on financial instruments(5) (113.2) (113.2) Share-based compensation expense 56.4 56.4 Other(6) 24.8 24.8 Adjusted EBITDA $ 795.0 $ 825.0 Adjusted EBITDA Year Ending December 31, 2021 (Forecasted) ($ in millions) Low High Revenues, net 1,800.0 1,840.0 Adjusted EBITDA 795.0 825.0 Adjusted EBITDA Margin 44 % 45 % Descriptions 1. Dividends on our mandatory convertible preferred shares (“MCPS”) are payable quarterly at an annual rate of 5.25% of the liquidation preference of $100 per share. For the purposes of calculating net loss attributable to Clarivate, we have excluded the accrued and anticipated MCPS stock dividends. 2. Reflects the deferred revenues adjustment as a result of purchase accounting associated with businesses that were acquired. 3. Reflects costs primarily 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. 4. 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. 5. Reflects mark to market adjustments on our private placement warrant financial instruments. In periods after issuance, changes in the estimated fair value of the liabilities are reported through earnings. 6. Includes primarily the net impact of foreign exchange gains and losses related to the re-measurement of balances and other items incurred that do not reflect our ongoing operating performance. Year Ending December 31, 2021 (Forecasted) (in millions) Low High Revenues, net $ 1,796.1 $ 1,836.1 Deferred revenues adjustment(1) 3.9 3.9 Adjusted revenues, net $ 1,800.0 $ 1,840.0 The following table presents our calculation of Adjusted Revenues, net, Adjusted EBITDA and Adjusted EBITDA Margin for the Outlook for 2021 and reconciles this measure to Revenues for the same period: Adjusted Revenues, Net Descriptions 1. Reflects the deferred revenues adjustment as a result of purchase accounting associated with businesses that were acquired. Adjusted EBITDA Margin

27 Reconciliation of Non-GAAP Financial Measures Year Ending December 31, 2021 (Forecasted) (in millions, except per share amounts) Low High Per Share Per Share Net loss attributable to ordinary shares (0.15) (0.09) Dividends on preferred shares(1) 0.06 0.06 Net loss (0.09) (0.03) Restructuring and impairment(2) 0.19 0.19 Transaction related costs(3) — — Share-based compensation expense 0.08 0.08 Amortization related to acquired intangible assets 0.65 0.65 Mark to market adjustment on financial instruments(4) (0.17) (0.17) Interest on debt held in escrow(5) 0.07 0.07 Other(6) 0.04 0.04 Income tax impact of related adjustments (0.09) (0.09) Adjusted Diluted EPS 0.70 0.74 Weighted average ordinary shares (Diluted)(7) 668,402,150 Descriptions Adjusted Diluted EPS Adjustments 1. Dividends on our mandatory convertible preferred shares (“MCPS”) are payable quarterly at an annual rate of 5.25% of the liquidation preference of $100 per share. For the purposes of calculating net loss attributable to Clarivate, we have excluded the accrued and anticipated MCPS stock dividends. 2. Reflects costs primarily 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. 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. 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. 4. Reflects mark to market adjustments on our private placement warrant financial instruments. In periods after issuance, changes in the estimated fair value of the liabilities are reported through earnings. 5. Reflects interest expense incurred on the principal related to the 2021 debt offering, currently held in escrow until the completion of the pending acquisition of ProQuest. Clarivate intends to use the net proceeds to finance a portion of the purchase price and therefore, considered as part of the transaction costs associated with the pending acquisition. 6. Includes primarily the net impact of foreign exchange gains and losses related to the re- measurement of balances and other items incurred that do not reflect our ongoing operating performance. 7. For the purposes of calculating adjusted earnings per share, the Company has excluded the accrued and anticipated MCPS stock dividends and assumed the “if-converted” method of share dilution. The following table presents our calculation of Adjusted Diluted EPS for the Outlook for 2021 and reconciles this measure to our Net loss for the same period: Net Loss Per Fully Diluted Weighted Shares Outstanding to Adjusted Diluted EPS

28 Year Ending December 31, 2021 (Forecasted) Low High (in millions) Net cash provided by operating activities $ 403.2 $ 453.2 Capital expenditures (123.0) (123.0) Free Cash Flow $ 280.2 $ 330.2 Cash paid for restructuring costs(1) 81.6 81.6 Cash paid for transaction related costs(2) 38.6 38.6 Cash paid for other costs(3) 1.5 1.5 Cash paid for interest on debt held in escrow(4) 48.1 48.1 Adjusted Free Cash Flow $ 450.0 $ 500.0 Descriptions Adjusted Free Cash Flow Adjustments 1. Reflects cash payments for costs related to restructuring and lease- exit activities associated with the acquisition of primarily DRG and CPA Global in 2020. This also includes cash paid for 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. 2. Includes cash paid for 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 cash paid for other costs that do not reflect our ongoing operating performance. 4. Reflects cash payments for the interest expense incurred on the principal related to the 2021 debt offering, currently held in escrow until the completion of the pending acquisition of ProQuest. Clarivate intends to use the net proceeds to finance a portion of the purchase price and therefore, considered as part of the transaction costs associated with the pending acquisition. Reconciliation of Non-GAAP Financial Measures Net Cash Provided by Operating Activities to Free Cash Flow and Adjusted Free Cash Flow The following table presents our calculation of Free Cash Flow and Adjusted Free Cash Flow for the Outlook for 2021 and reconciles this measure to our Net cash provided by operating activities for the same period: