The following discussion and analysis of our financial condition and results of
operations should be read together with our unaudited condensed consolidated
financial statements and related notes appearing elsewhere in this Quarterly
Report on Form 10-Q. This discussion contains forward-looking statements that
involve risks and uncertainties. Our actual results could differ materially from
the forward-looking statements included herein. Factors that could cause or
contribute to such differences include, but are not limited to, those identified
below and those discussed in the section titled "Cautionary Note Regarding
Forward-Looking Statements" and "Risk Factors" as set forth elsewhere in this
Quarterly Report on Form 10-Q.

Unless otherwise indicated or the context otherwise requires, references to
"CCC," the "Company," "we," "us," "our" and other similar terms refer to Cypress
Holdings Inc. and its consolidated subsidiaries prior to the Business
Combination and to CCC Intelligent Solutions Holdings Inc. and its consolidated
subsidiaries after giving effect to the Business Combination.

Company overview

Founded in 1980, CCC is a leading provider of innovative cloud, mobile, AI,
telematics, hyperscale technologies and applications for the property and
casualty ("P&C") insurance economy. Our SaaS platform connects trading partners,
facilitates commerce, and supports mission-critical, AI-enabled digital
workflows. Leveraging decades of deep domain experience, our industry-leading
platform processes more than $100 billion in annual transaction value across
this ecosystem, digitizing workflows and connecting more than 30,000 companies
across the P&C insurance economy, including insurance carriers, collision
repairers, parts suppliers, automotive manufacturers, financial institutions and
others.

Our business has been built upon two foundational pillars: automotive insurance
claims and automotive collision repair. For decades we have delivered leading
software solutions to both the insurance and repair industries, including
pioneering Direct Repair Programs ("DRP") in the United States ("U.S.")
beginning in 1992. Direct Repair Programs connect auto insurers and collision
repair shops to create business value for both parties, and require digital
tools to facilitate interactions and manage partner programs. Insurer-to-shop
DRP connections have created a strong network effect for CCC's platform, as
insurers and repairers both benefit by joining the largest network to maximize
opportunities. This has led to a virtuous cycle in which more insurers on the
platform drives more value for the collision shops on the platform, and vice
versa.

We believe we have become a leading insurance and repair SaaS provider in the
U.S. by increasing the depth and breadth of our SaaS offerings over many years.
Our insurance solutions help insurance carriers manage mission-critical
workflows, from claims to underwriting, while building smart, dynamic
experiences for their own customers. Our software integrates seamlessly with
both legacy and modern systems alike and enables insurers to rapidly innovate on
our platform. Our repair solutions help collision repair facilities achieve
better performance throughout the collision repair cycle by digitizing processes
to drive business growth, streamline operations, and improve repair quality. We
have more than 300 insurers on our network, connecting with over 27,500 repair
facilities through our multi-tenant cloud platform. We believe our software is
the architectural backbone of insurance DRP programs and is the primary driver
of material revenue for our collision shop customers and a source of material
efficiencies for our insurance carrier customers.

Our platform is designed to solve the many-to-many problem faced by the
insurance economy. There are numerous internally and externally developed
insurance software solutions in the market today, with the vast majority of
applications focused on insurance-only use cases and not on serving the broader
insurance ecosystem. We have prioritized building a leading network around our
automotive insurance and collision repair pillars to further digitize
interactions and maximize value for our customers. We have tens of thousands of
companies on our platform that participate in the insurance economy, including
insurers, repairers, parts suppliers, automotive manufacturers, and financial
institutions. Our solutions create value for each of these parties by enabling
them to connect to our vast network to collaborate with other companies,
streamline operations, and reduce processing costs and dollars lost through
claims management inefficiencies, or claims leakage. Expanding our platform has
added new layers of network effects, further accelerating the adoption of our
software solutions.

We have processed more than $1 trillion of historical data across our network,
allowing us to build proprietary data assets that leverage insurance claims,
vehicle repair, automotive parts and other vehicle-specific information. We are
uniquely positioned to provide data-driven insights, analytics, and AI-enhanced
workflows that strengthen our solutions and improve business outcomes for our
customers. Our suite of AI solutions increases automation across existing
insurer processes including vehicle damage detection, claim triage, repair
estimating, intelligent claims review, and subrogation. We deliver real-world AI
with more than 95 U.S. auto insurers actively using AI-powered solutions in
production environments. We have processed more than 9 million unique claims
using CCC deep learning AI as of December 31, 2021, an increase of more than 80
percent over December 31, 2020.

                                       30
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One of the primary obstacles facing the P&C insurance economy is increasing
complexity. Complexity in the P&C insurance economy is driven by technological
advancements, Internet of Things ("IoT") data, new business models, and changing
customer expectations. We believe digitization plays a critical role in managing
this growing complexity while meeting customer expectations. Our technology
investments are focused on digitizing complex processes and interactions across
our ecosystem, and we believe we are well positioned to power the P&C insurance
economy of the future with our data, network, and platform.

While our position in the P&C insurance economy is grounded in the automotive
insurance sector, the largest insurance sector in the U.S. representing nearly
half of Direct Written Premiums ("DWP"), we believe our integrations and cloud
platform are capable of driving innovation across the entire P&C insurance
economy. Our customers are increasingly looking for CCC to expand its solutions
to other parts of their business where they can benefit from our technology,
service, and partnership. In response, we are investing in new solutions that we
believe will enable us to digitize the entire automotive claims lifecycle, and
over time expand into adjacencies including other insurance lines.

We have strong customer relationships in the end-markets we serve, and these
relationships are a key component of our success given the long-term nature of
our contracts and the interconnectedness of our network. We have customer
agreements with more than 300 insurers (including carriers, self-insurers and
other entities processing insurance claims), including 18 of the top 20
automotive insurance carriers in the U.S., based on DWP, and hundreds of
regional carriers. We have more than 30,000 total customers, including over
27,500 automotive collision repair facilities (including repairers and other
entities that estimate damaged vehicles), thousands of automotive dealers, 13 of
the top 15 automotive manufacturers, based on new vehicle sales, and numerous
other companies that participate in the P&C insurance economy.

Key performance metrics and operating metrics

In addition to our GAAP and non-GAAP financial measures, we rely on Software Net
Dollar Retention Rate ("Software NDR") and Software Gross Dollar Retention Rate
("Software GDR") to measure and evaluate our business to make strategic
decisions. Software NDR and Software GDR may not be comparable to or calculated
in the same way as other similarly titled measures used by other companies.

Software NDR

We believe that Software NDR provides our management and our investors with
insight into our ability to retain and grow revenue from our existing customers,
as well as their potential long-term value to us. We also believe the results
shown by this metric reflect the stability of our revenue base, which is one of
our core competitive strengths. We calculate Software NDR by dividing (a)
annualized software revenue recorded in the last month of the measurement
period, for example, March for a quarter ending March 31, for unique billing
accounts that generated revenue during the corresponding month of the prior year
by (b) annualized software revenue as of the corresponding month of the prior
year. The calculation includes changes for these billing accounts, such as
change in the solutions purchased, changes in pricing and transaction volume,
but does not reflect revenue for new customers added. The calculation excludes:
(a) changes in estimates related to the timing of one-time revenue and other
revenue, including professional services, and (b) annualized software revenue
for smaller customers with annualized software revenue below the threshold of
$100,000 for carriers and $4,000 for shops. The customers that do not meet the
revenue threshold are small carriers and shops that tend to have different
buying behaviors, with a narrower solution focus, and different tenure compared
to our core customers (excluded small carriers and shops represent less than 5%
of total revenue within these sales channels). Our Software NDR includes
carriers and shops who subscribe to our auto physical damage solutions, which
account for most of the Company's revenue, and excludes revenue from diagnostic
providers, smaller emerging solutions with international subsidiaries or other
ecosystem solutions, such as parts suppliers and other automotive manufacturers,
and also excludes CCC Casualty which are largely usage and professional service
based solutions.
               Quarter Ending   2022   2021
Software NDR   March 31         114%   106%
               June 30          111%   110%
               September 30     110%   113%
               December 31             115%




Software GDR

We believe that Software GDR provides our management and our investors with
insight into the value our solutions provide to our customers as represented by
our ability to retain our existing customer base. We believe the results shown
by this metric reflect the strength and stability of our revenue base, which is
one of our core competitive strengths. We calculate Software GDR by dividing (a)
annualized software revenue recorded in the last month of the measurement period
in the prior year, reduced by annualized software

                                       31
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revenue for unique billing accounts that are no longer customers as of the
current period end by (b) annualized software revenue as of the corresponding
month of the prior year. The calculation reflects only customer losses and does
not reflect customer expansion or contraction for these billing accounts and
does not reflect revenue for new customer billing accounts added. Our Software
GDR calculation represents our annualized software revenue that is retained from
the prior year and demonstrates that the vast majority of our customers continue
to use our solutions and renew their subscriptions. The calculation excludes:
(a) changes in estimates related to the timing of one-time revenue and other
revenue, including professional services, and (b) annualized software revenue
for smaller customers with annualized software revenue below the threshold of
$100,000 for carriers and $4,000 for shops. The customers that do not meet the
revenue threshold are small carriers and shops that tend to have different
buying behaviors, with a narrower solution focus, and different tenure compared
to our core customers (excluded small carriers and shops which represent less
than 5% of total revenue within these sales channels). Our Software GDR includes
carriers and shops who subscribe to our auto physical damage solutions, which
account for most of the Company's revenue, and excludes revenue from diagnostic
providers, smaller emerging solutions with international subsidiaries or other
ecosystem solutions, such as parts suppliers and other automotive manufacturers,
and excludes CCC's casualty solutions which are largely usage and professional
service based solutions.
               Quarter Ending   2022   2021
Software GDR   March 31         99%    98%
               June 30          99%    98%
               September 30     99%    98%
               December 31             98%


Results of Operations

Comparison of the three months ended September 30, 2022 every three months
ended September 30, 2021


                                       32
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                                          Three Months Ended September 30,
(dollar amounts in thousands,
except share and per share data)              2022                  2021              $              %
Revenues                                $         198,734       $     176,628     $   22,106           12.5 %
Cost of revenues, exclusive of
amortization of
  acquired technologies                            46,379              51,273         (4,894 )         -9.5 %
Amortization of acquired
technologies                                        6,748               6,580            168            2.6 %
Cost of revenues(1)                                53,127              57,853         (4,726 )         -8.2 %
Gross profit                                      145,607             118,775         26,832           22.6 %
Operating expenses:
Research and development(1)                        40,273              67,016        (26,743 )        -39.9 %
Selling and marketing(1)                           30,838              80,382        (49,544 )        -61.6 %
General and administrative(1)                      39,376             142,511       (103,135 )        -72.4 %
Amortization of intangible assets                  18,066              18,078            (12 )         -0.1 %
Total operating expenses                          128,553             307,987       (179,434 )        -58.3 %
Operating income (loss)                            17,054            (189,212 )      206,266             NM
Other income (expense):
Interest expense                                  (10,501 )           (13,878 )        3,377           24.3 %
Change in fair value of derivative
instruments                                         5,991               2,007          3,984          198.5 %
Change in fair value of warrant
liabilities                                           312             (26,889 )       27,201             NM
Loss on early extinguishment of
debt                                                    -             (15,240 )       15,240             NM
Gain on sale of cost method
investment                                              9                   -              9             NM
Other income (loss), net                              382                 (93 )          475             NM
Total other income (expense)                       (3,807 )           (54,093 )       50,286           93.0 %
Income (loss) before income taxes                  13,247            (243,305 )      256,552             NM
Income tax (provision) benefit                     (3,452 )            53,523        (56,975 )           NM
Net income (loss)                       $           9,795       $    (189,782 )   $  199,577             NM
Net income (loss) per share
attributable to common
  stockholders:
Basic                                   $            0.02       $       (0.34 )
Diluted                                 $            0.02       $       (0.34 )
Weighted-average shares used in
computing net
  income (loss) per share
attributable to common
  stockholders:
Basic                                         609,421,073         566,454,782
Diluted                                       643,582,922         566,454,782


(1) Includes stock-based
compensation expense as follows (in
thousands):
                                          Three Months Ended September 30,
                                              2022                  2021
Cost of revenues                        $           1,657       $      12,169
Research and development                            5,373              35,472
Sales and marketing                                 6,890              58,770
General and administrative                         14,802             113,465
Total stock-based compensation
expense                                 $          28,722       $     219,876




NM-Not Meaningful

Revenues

Revenue increased by $22.1 million to $198.7 million, or 12.5%, for the three
months ended September 30, 2022, compared to the three months ended September
30, 2021. The Company's software subscription revenues accounted for $191.2
million and $170.0 million, or 96% and 96%, of total revenue during the three
months ended September 30, 2022 and 2021, respectively.

                                       33
--------------------------------------------------------------------------------

The increase in turnover is mainly the result of a 10% growth compared to
customer upgrades and expansion of solution offerings to these existing customers
as well as 3% growth thanks to new customers.

Revenue cost

Cost of sales decreased by $4.7 million at $53.1 millioni.e. 8.2%, for the
three months completed September 30, 2022compared to the three months ended
September 30, 2021.

Cost of revenues, excluding amortization of acquired technologies

Cost of revenues, exclusive of amortization of acquired technologies, decreased
by $4.9 million to $46.4 million, or 9.5%, for the three months ended September
30, 2022, compared to the three months ended September 30, 2021. The decrease
was primarily due to a $10.5 million reduction in stock-based compensation,
mainly from the vesting term modification completed in conjunction with the
Business Combination in the prior year, partially offset by a $1.1 million
increase in personnel-related costs, a $2.2 million increase in third party
license and royalty fees, a $1.6 million increase in depreciation expense
related to additional investments in platform and infrastructure enhancements
and a $0.5 million increase in consulting and other professional service costs.

Amortization of acquired technologies

The amortization of acquired technologies was $6.7 million for three months
ended September 30, 2022compared to $6.6 million for the three months ended
September 30, 2021.

Gross Profit

Gross profit increased by $26.8 million to $145.6 million, or 22.6%, for the
three months ended September 30, 2022, compared to the three months ended
September 30, 2021. Our gross profit margin was 73.3% for the three months ended
September 30, 2022 compared to 67.2% for the three months ended September 30,
2021. The increase in gross profit was due to a reduction in stock-based
compensation, increased software subscription revenues and economies of scale
resulting from fixed cost arrangements.

Research and development

Research and development expense decreased by $26.7 million to $40.3 million, or
39.9%, for the three months ended September 30, 2022, compared to the three
months ended September 30, 2021. The decrease was primarily due to a reduction
of $30.1 million in stock-based compensation, mainly from the vesting term
modification completed in conjunction with the Business Combination in the prior
year and a $4.3 million increase in the amount of capitalized time on
development projects, partially offset by a $6.8 million increase in resource
costs.


Selling and Marketing

Selling and marketing expense decreased by $49.5 million to $30.8 million, or
61.6%, for the three months ended September 30, 2022, compared to the three
months ended September 30, 2021. The decrease was primarily due to a reduction
of $51.9 million in stock-based compensation, mainly from the vesting term
modification completed in conjunction with the Business Combination in the prior
year, partially offset by a $2.1 million increase in personnel-related costs,
including sales incentives and travel costs.

General and administrative

General and administrative expense decreased by $103.1 million to $39.4 million,
or 72.4%, for the three months ended September 30, 2022, compared to the three
months ended September 30, 2021. The decrease was primarily due to a reduction
of $98.7 million in stock-based compensation, mainly from the vesting term
modification completed in conjunction with the Business Combination in the prior
year, a $1.6 million decrease in the Company's facilities costs due to the
closure of the Company's previous headquarters in March 2022 and a $0.8 million
decrease in consulting and other professional service costs.

Amortization of intangible assets

The amortization of intangible assets has been $18.1 million for the three months ended
September 30, 2022 and 2021.

                                       34
--------------------------------------------------------------------------------

Interest charges

Interest expense decreased by $3.4 million to $10.5 million, or 24.3%, for the
three months ended September 30, 2022, compared to the three months ended
September 30, 2021, due to less outstanding long-term debt, partially offset by
higher interest rates during the three months ended September 30, 2022.

Change in fair value of derivative instruments

Change in fair value of derivative instruments was $6.0 million for the three
months ended September 30, 2022, compared to $2.0 million for the three months
ended September 30, 2021. The $6.0 million change in fair value recognized for
the three months ended September 30, 2022 is related to the interest rate cap
agreement entered into in August 2022 and driven by the increase in the forward
yield curve since the inception of the agreement. The $2.0 million change in
fair value of derivative instruments for the three months ended September 30,
2021 is related to the interest rate swap agreements in effect during the prior
year. The interest rate swap agreements were extinguished in September 2021.

Change in fair value of warrant liabilities

We recognized income of $0.3 million from a change in fair value of warrant
liabilities for the three months ended September 30, 2022, compared to expense
of $26.9 million for the three months ended September 30, 2021. The income
recognized for the three months ended September 30, 2022 was due to the decrease
in the estimated fair value of the Private Warrants, primarily from the lower
price of the Company's common stock as of September 30, 2022, compared to June
30, 2022. The expense for the three months ended September 30, 2021 was due to
the increase in the estimated fair value of the Public Warrants and Private
Warrants.

Loss on early extinguishment of debt

There was no loss on early extinguishment of debt during the three months ended
September 30, 2022. Loss on early extinguishment of debt for the three months
ended September 30, 2021 was $15.2 million due to the early repayments of the
total balance outstanding under the Company's First Lien Term Loan.


Income tax benefit (provision)

Income tax provision was $3.5 million for the three months ended September 30,
2022, compared to a benefit of $53.5 million for the three months ended
September 30, 2021. The income tax provision was due to the Company having
pretax income during the three months ended September 30, 2022 compared to a
pretax loss during the three months ended September 30, 2021.



Comparison of the nine months ended September 30, 2022 at the nine months ended
September 30, 2021


                                       35
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                                          Nine Months Ended September 30,
(dollar amounts in thousands,
except share and per share data)              2022                 2021              $              %
Revenue                                 $         578,342      $     501,205     $   77,137           15.4 %
Cost of revenue, exclusive of
amortization of
  acquired technologies                           135,174            128,218          6,956            5.4 %
Amortization of acquired
technologies                                       20,193             19,740            453            2.3 %
Cost of revenues(1)                               155,367            147,958          7,409            5.0 %
Gross profit                                      422,975            353,247         69,728           19.7 %
Operating expenses:
Research and development(1)                       114,711            128,894        (14,183 )        -11.0 %
Selling and marketing(1)                           88,731            121,350        (32,619 )        -26.9 %
General and administrative(1)                     123,093            208,745        (85,652 )        -41.0 %
Amortization of intangible assets                  54,212             54,232            (20 )          0.0 %
Total operating expenses                          380,747            513,221       (132,474 )        -25.8 %
Operating income (loss)                            42,228           (159,974 )      202,202             NM
Other income (expense):
Interest expense                                  (25,786 )          (51,548 )       25,762           50.0 %
Change in fair value of derivative
instruments                                         5,991              8,373         (2,382 )        -28.4 %
Change in fair value of warrant
liabilities                                        23,452            (26,889 )       50,341             NM
Loss on early extinguishment of
debt                                                    -            (15,240 )       15,240             NM
Gain on sale of cost method
investment                                          3,587                  -          3,587             NM
Other income, net                                     576                  1            575             NM
Total other income (expense)                        7,820            (85,303 )       93,123             NM
Income (loss) before income taxes                  50,048           (245,277 )      295,325             NM
Income tax (provision) benefit                    (12,714 )           54,227        (66,941 )           NM
Net income (loss)                       $          37,334      $    (191,050 )   $  228,384             NM
Net income (loss) per share
attributable to common
  stockholders:
Basic                                   $            0.06      $       (0.36 )
Diluted                                 $            0.06      $       (0.36 )
Weighted-average shares used in
computing net
  income (loss) per share
attributable to common
  stockholders:
Basic                                         606,181,316        525,877,533
Diluted                                       642,208,622        525,877,533

(1) Includes stock-based
compensation expense as follows (in
thousands):
                                          Nine Months Ended September 30,
                                              2022                 2021
Cost of revenues                        $           4,167      $      12,563
Research and development                           14,433             36,748
Sales and marketing                                18,331             60,060
General and administrative                         43,838            126,042
Total stock-based compensation
expense                                 $          80,769      $     235,413



NM-Not Meaningful

Revenues

Revenue increased by $77.1 million to $578.3 million, or 15.4%, for the nine
months ended September 30, 2022, compared to the nine months ended September 30,
2021. The Company's software subscription revenues accounted for $556.5 million
and $481.8 million, or 96% and 96%, of total revenue during the nine months
ended September 30, 2022 and 2021, respectively.

The increase in turnover is mainly the result of a growth of 12% compared to
customer upgrades and expansion of solution offerings to these existing customers
as well as 3% growth thanks to new customers.

                                       36
--------------------------------------------------------------------------------

Revenue cost

Cost of sales increased by $7.4 million at $155.4 millioni.e. 5.0%, for the
nine months ended September 30, 2022compared to the nine months ended
September 30, 2021.

Cost of revenues, excluding amortization of acquired technologies

Cost of revenues, exclusive of amortization of acquired technologies, increased
by $7.0 million to $135.2 million, or 5.4%, for the nine months ended September
30, 2022, compared to the nine months ended September 30, 2021. The increase was
due to a $6.1 million increase in third party license and royalty fees, a $3.3
million increase in depreciation expense related to additional investments in
platform and infrastructure enhancements, a $2.6 million increase in consulting
and other professional service costs and a $3.9 million increase in
personnel-related costs, partially offset by a $8.4 million reduction in
stock-based compensation, mainly from the vesting term modification completed in
conjunction with the Business Combination in the prior year.

Amortization of acquired technologies

The amortization of acquired technologies was $20.2 million for nine months
ended September 30, 2022compared to $19.7 million for the nine months ended
September 30, 2021.

Gross Profit

Gross profit increased by $69.7 million to $423.0 million, or 19.7%, for the
nine months ended September 30, 2022, compared to the nine months ended
September 30, 2021. Our gross profit margin increased to 73.1% for the nine
months ended September 30, 2022 compared to 70.5% for the nine months ended
September 30, 2021. The increase in both gross profit and gross profit margin
was primarily due to a reduction in stock-based compensation, increased software
subscription revenues and economies of scale resulting from fixed cost
arrangements.

Research and development

Research and development expense decreased by $14.2 million to $114.7 million,
or 11.0%, for the nine months ended September 30, 2022, compared to the nine
months ended September 30, 2021. The decrease was due to a $22.3 million
reduction in stock-based compensation, mainly from the vesting term modification
completed in conjunction with the Business Combination in the prior year and a
$12.0 million increase in the amount of capitalized time on development
projects, partially offset by a $17.5 million increase in resource costs and a
$2.1 million increase in information technology related costs.


Sales and marketing

Selling and marketing expense decreased by $32.6 million to $88.7 million, or
26.9%, for the nine months ended September 30, 2022, compared to the nine months
ended September 30, 2021. The decrease was primarily due to a $41.7 million
reduction in stock-based compensation, mainly from the vesting term modification
completed in conjunction with the Business Combination in the prior year,
partially offset by a $6.7 million increase of personnel-related costs including
sales incentives and travel costs and a $1.1 million increase in marketing and
event costs mainly due to the Company's annual Industry Conference, held in
person in 2022 while held virtually in 2021.

General and administrative

General and administrative expense decreased by $85.7 million to $123.1 million,
or 41.0%, for the nine months ended September 30, 2022, compared to the nine
months ended September 30, 2021. The decrease was primarily due to a $82.2
million reduction in stock-based compensation, mainly from the vesting term
modification completed in conjunction with the Business Combination in the prior
year, a $4.5 million decrease in consulting and other professional service costs
and a $3.9 million decrease in in the Company's facilities costs due to the
Company's closure of its previous headquarters in March 2022, partially offset
by a $3.8 million increase in insurance costs.

Amortization of intangible assets

The amortization of intangible assets has been $54.2 million for the nine months ended
September 30, 2022 and 2021.

                                       37
--------------------------------------------------------------------------------

Interest charges

Interest expense decreased by $25.8 million to $25.8 million, or 50.0%, for the
nine months ended September 30, 2022, compared to the nine months ended
September 30, 2021 primarily due to less outstanding long-term debt and a lower
variable interest rate during the nine months ended September 30, 2022.

Change in fair value of derivative instruments

The change in fair value of derivative instruments was $6.0 million for the nine
months ended September 30, 2022, compared to $8.4 million for the nine months
ended September 30, 2021. The $6.0 million change in fair value recognized for
the nine months ended September 30, 2022 was related to the interest rate cap
agreement the Company entered into in August 2022 and driven by the changes in
the forward yield curve. The $8.4 million change in fair value of derivative
instruments in the prior year was related to the interest rate swap agreements
in effect during the prior year. The interest rate swap agreements were
extinguished in September 2021.

Change in fair value of warrant liabilities

We recognized income of $23.5 million from a change in fair value of warrant
liabilities for the nine months ended September 30, 2022, compared to expense of
$26.9 million for the nine months ended September 30, 2021. The income from the
change in fair value was due to the decrease in the estimated fair value of the
Private Warrants, primarily from the lower price of the Company's common stock
as of September 30, 2022, compared to December 31, 2021. The expense for the
nine months ended September 30, 2021 was due to the increase in the estimated
fair value of the Public Warrants and Private Warrants.

Loss on early extinguishment of debt

There was no loss on early extinguishment of debt during the nine months ended
September 30, 2022. Loss on early extinguishment of debt for the nine months
ended September 30, 2021 was $15.2 million due to the early repayments of the
total balance outstanding under the Company's First Lien Term Loan.

gain on sale of Cost Method Investment

Gain on sale of cost method investment was $3.6 million for the nine months
ended September 30, 2022. The gain recognized was due to the $3.9 million
payment received in exchange for its equity interest in an investee as a result
of the acquisition of the investee. The Company did not recognize any gain or
loss on sale of cost method investment during the nine months ended September
30, 2021.


Income tax benefit (provision)

Income tax provision was $12.7 million for the nine months ended September 30,
2022, compared to an income tax benefit of $54.2 million for the nine months
ended September 30, 2021. The income tax provision was due to the Company having
pretax income during the nine months ended September 30, 2022, compared to a
pretax loss during the nine months ended September 30, 2021.

Non-GAAP Financial Measures

In addition to our results determined in accordance with GAAP, we believe that
Adjusted Gross Profit, Adjusted Operating Expenses, Adjusted Operating Income,
Adjusted EBITDA, Adjusted Net Income and Adjusted Earnings Per Share, and Free
Cash Flow which are each non-GAAP measures, are useful in evaluating our
operational performance. We use this non-GAAP financial information to evaluate
our ongoing operations and for internal planning, budgeting and forecasting
purposes and setting management bonus programs. We believe that non-GAAP
financial information, when taken collectively, may be helpful to investors in
assessing our operating performance and comparing our performance with
competitors and other comparable companies, which may present similar non-GAAP
financial measures to investors. Our computation of these non-GAAP measures may
not be comparable to other similarly titled measures computed by other
companies, because all companies may not calculate these measures in the same
fashion. We endeavor to compensate for the limitation of the non-GAAP measure
presented by also providing the most directly comparable GAAP measure and a
description of the reconciling items and adjustments to derive the non-GAAP
measure. These non-GAAP measures should be considered in addition to results
prepared in accordance with GAAP, but should not be considered in isolation or
as a substitute for performance measures calculated in accordance with GAAP. We
compensate for these limitations by relying primarily on our GAAP results and
using non-GAAP measures on a supplemental basis.

                                       38
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Adjusted gross profit

Adjusted Gross Profit is defined as gross profit, adjusted for amortization of
acquired technologies, business combination transaction costs and stock-based
compensation and related employer payroll tax, which are not indicative of our
recurring core business operating results. Adjusted Gross Profit Margin is
defined as Adjusted Gross Profit divided by Revenue.

The following table reconciles the gross margin with the adjusted gross margin for
three and nine months ended September 30, 2022 and 2021:

                                        Three Months Ended September 30,       Nine Months Ended September 30,
(amounts in thousands, except
percentages)                               2022                2021              2022                2021
Gross Profit                            $  145,607       $        118,775     $  422,975       $        353,247
Amortization of acquired technologies        6,748                  6,580         20,193                 19,740
Business combination transaction
costs                                            -                    905              -                    905
Stock-based compensation and related
employer payroll
  tax                                        1,765                 12,169          4,378                 12,563
Adjusted Gross Profit                   $  154,120       $        138,429     $  447,546       $        386,455
Gross Profit Margin                             73 %                   67 %           73 %                   70 %
Adjusted Gross Profit Margin                    78 %                   78 %           77 %                   77 %




Adjusted Operating Expenses

Adjusted Operating Expenses is defined as operating expenses adjusted for
amortization, stock-based compensation expense and related employer payroll tax,
business combination transaction costs, lease abandonment charges, lease overlap
costs for the incremental expenses associated with the Company's new corporate
headquarters prior to termination of its then existing headquarters' lease, net
income (costs) related to divestiture and merger and acquisition ("M&A") and
integration costs.

The following table reconciles operating expenses to adjusted operating expenses
for the three and nine months ended September 30, 2022 and 2021:

                                         Three Months Ended September 30,       Nine Months Ended September 30,
(dollar amounts in thousands)                 2022                2021              2022                2021
Operating expenses                       $       128,553       $   307,987     $       380,747       $   513,221
Stock-based compensation expense and
related
  employer payroll tax                           (27,800 )        (207,707 )           (78,496 )        (222,850 )
Lease abandonment                                      -              (438 )            (1,222 )          (2,256 )
Lease overlap costs                                    -              (924 )            (1,338 )          (2,773 )
Net income (costs) related to
divestiture                                          471              (338 )               418            (2,605 )
Business combination transaction and
related costs                                       (101 )          (5,516 )            (1,156 )         (10,471 )
M&A and integration costs                             (6 )               -              (1,761 )               -
Amortization of intangible assets                (18,066 )         (18,078 )           (54,212 )         (54,232 )
Adjusted operating expenses              $        83,051       $    74,986  

$242,980 $218,034

Adjusted operating income

Adjusted Operating Income is defined as operating income (loss) adjusted for
amortization, stock-based compensation expense and related employer payroll tax,
business combination transaction costs, lease abandonment charges, lease overlap
costs for the incremental expenses associated with the Company's new corporate
headquarters prior to termination of its then existing headquarters' lease, net
(income) costs related to divestiture and M&A and integration costs.

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The following table reconciles operating profit (loss) to adjusted operating profit
Income for the three and nine months ended September 30, 2022 and 2021:

                                         Three Months Ended September 30,   

Nine month period ended September 30,

(dollar amounts in thousands)                 2022               2021                2022                2021
Operating income (loss)                  $       17,054       $  (189,212 )     $        42,228       $  (159,974 )
Stock-based compensation expense and
related employer
  payroll tax                                    29,565           219,876                82,874           235,413
Lease abandonment                                     -               438                 1,222             2,256
Lease overlap costs                                   -               924                 1,338             2,773
Net (income) costs related to
divestiture                                        (471 )             338                  (418 )           2,605
Business combination transaction and
related costs                                       101             5,516                 1,156            10,471
M&A and integration costs                             6                 -                 1,761                 -
Amortization of intangible assets                18,066            18,078                54,212            54,232
Amortization of acquired
technologies-Cost of revenue                      6,748             6,580                20,193            19,740
Adjusted operating income                $       71,069       $    62,538       $       204,566       $   167,516


Adjusted EBITDA

Adjusted EBITDA is defined as net income (loss) adjusted for interest, taxes,
depreciation, amortization, change in fair value of derivative instruments,
change in fair value of warrant liabilities, stock-based compensation expense
and related employer payroll tax, loss on early extinguishment of debt, business
combination transaction costs, lease abandonment charges, lease overlap costs
for the incremental expenses associated with the Company's new corporate
headquarters prior to termination of its then existing headquarters' lease, net
(income) costs related to divestiture, M&A and integration costs and gain on
sale of cost method investment. Adjusted EBITDA Margin is defined as Adjusted
EBITDA divided by Revenue.

The following table reconciles net earnings (loss) and adjusted EBITDA for
three and nine months ended September 30, 2022 and 2021:

                                        Three Months Ended September 30,      Nine Months Ended September 30,
(dollar amounts in thousands)                2022               2021              2022                2021
Net income (loss)                       $        9,795       $  (189,782 )   $        37,334       $  (191,050 )
Interest expense                                10,501            13,878              25,786            51,548
Income tax provision (benefit)                   3,452           (53,523 )            12,714           (54,227 )
Amortization of intangible assets               18,066            18,078              54,212            54,232
Amortization of acquired
technologies-Cost of
  revenue                                        6,748             6,580              20,193            19,740
Depreciation and amortization of
software,
  equipment and property                         6,665             7,694              20,155            18,161
EBITDA                                          55,227          (197,075 )           170,394          (101,596 )
Change in fair value of derivative
  instruments                                   (5,991 )          (2,007 )            (5,991 )          (8,373 )
Change in fair value of warrant
liabilities                                       (312 )          26,889             (23,452 )          26,889
Loss on early extinguishment of
debt                                                 -            15,240                   -            15,240
Stock-based compensation expense
and related employer
  payroll tax                                   29,565           219,876              82,874           235,413
Business combination transaction
and related costs                                  101             5,516               1,156            10,471
Lease abandonment                                    -               438               1,338             2,256
Lease overlap costs                                  -               924               1,222             2,773
Net (income) costs related to
divestiture                                       (471 )             338                (418 )           2,605
M&A and integration costs                            6                 -               1,761                 -
Gain on sale of cost method
investment                                          (9 )               -              (3,587 )               -
Adjusted EBITDA                         $       78,116       $    70,139     $       225,297       $   185,678
Adjusted EBITDA Margin                            39.3 %            39.7 %              39.0 %            37.0 %




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Adjusted net earnings and adjusted earnings per share

Adjusted Net Income is defined as net income (loss) adjusted for the after-tax
effects of amortization, change in fair value of derivative instruments, change
in fair value of warrant liabilities, stock-based compensation expense and
related employer payroll tax, loss on early extinguishment of debt, business
combination transaction costs, lease abandonment charges, lease overlap costs
for the incremental expenses associated with the Company's new corporate
headquarters prior to termination of its then existing headquarters' lease, net
(income) costs related to divestiture, M&A and integration costs and gain on
sale of cost method investment.

The following table reconciles net profit (loss) to adjusted net profit and
Adjusted earnings per share for the three and nine months ended September 30,
2022
and 2021:

                                          Three Months Ended September 30,          Nine Months Ended September 30,
(dollar amounts in thousands)                 2022                  2021                2022                 2021
Net income (loss)                       $           9,795       $    

(189,782) $37,334 ($191,050)
Amortization of intangible assets

                  18,066              18,078                54,212             54,232
Amortization of acquired
technologies-
  Cost of revenue                                   6,748               6,580                20,193             19,740

Change in fair value of

  derivative instruments                           (5,991 )            (2,007 )              (5,991 )           (8,373 )
Change in fair value of warrant
liabilities                                          (312 )            26,889               (23,452 )           26,889
Loss on early extinguishment of
debt                                                    -              15,240                     -             15,240
Stock-based compensation expense
and related employer
  payroll tax                                      29,565             219,876                82,874            235,413
Business combination transaction
and related costs                                     101               5,516                 1,156             10,471
Lease abandonment                                       -                 438                 1,222              2,256
Lease overlap costs                                     -                 924                 1,338              2,773
Net (income) costs related to
divestiture                                          (471 )               338                  (418 )            2,605
M&A and integration costs                               6                   -                 1,761                  -
Gain on sale of cost method
investment                                             (9 )                 -                (3,587 )                -
Tax effect of adjustments                         (10,894 )           (72,360 )             (34,193 )          (89,134 )
Adjusted net income                     $          46,604       $      29,730     $         132,449      $      81,062
Adjusted net income per share
attributable to
  common stockholders:
Basic                                   $            0.08       $        0.05     $            0.22      $        0.15
Diluted                                 $            0.07       $        0.05     $            0.21      $        0.15
Weighted average shares
outstanding:
Basic                                         609,421,073         566,454,782           606,181,316        525,877,533
Diluted                                       643,582,922         599,675,416           642,208,622        554,818,300


Free Cash Flow

Free cash flow is defined as net cash provided by operating activities less cash
used for purchases of software, equipment and goods, and the purchase of
intangible assets.

The following table reconciles net cash provided by operating activities with free cash
Cash flow for the three and nine months ended September 30, 2022 and 2021:

                                          Three Months Ended September 30,             Nine Months Ended September 30,
(dollar amounts in thousands)                2022                   2021                 2022                   2021
Net cash provided by operating
activities                             $         30,753       $         

36,905 $118,438 $96,725
Less: Software purchases,
equipment and goods

                         (13,375 )              (11,864 )            (38,844 )              (25,022 )
Less: Purchase of intangible assets                   -                      -                    -                    (49 )
Free Cash Flow                         $         17,378       $         25,041     $         79,594       $         71,654




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Cash and capital resources

We have financed our operations with cash flows from operations. The Company
generated $118.4 million of cash flows from operating activities during the nine
months ended September 30, 2022. As of September 30, 2022, the Company had cash
and cash equivalents of $248.2 million, a working capital surplus of $252.5
million and an accumulated deficit totaling $ 709.0 million. As of September 30,
2022, the Company had $794.0 million aggregate principal outstanding on its term
loan.

We believe that our existing cash and cash equivalents, our cash flows from
operating activities and our borrowing capacity under our 2021 Revolving Credit
Facility will be sufficient to fund our operations, fund required long-term debt
repayments and meet our commitments for capital expenditures for at least the
next twelve months.

Although we are not currently a party to any material definitive agreement
concerning possible investments or acquisitions of
companies, applications or technologies, we may enter into these types of
arrangements, which could reduce our cash and cash equivalents or require us to
seek additional equity or debt financing. Additional funds from funding
arrangements may not be available on terms favorable to us or at all.

Debt

On September 21, 2021, CCC Intelligent Solutions Inc., an indirect wholly owned
subsidiary of the Company, together with certain of the Company's subsidiaries
acting as guarantors entered into a credit agreement (the "2021 Credit
Agreement").

The 2021 Credit Agreement replaced the Company’s 2017 Senior Credit Agreement
credit agreement (the “Senior Credit Agreement”), dated April 27, 2017as
amended on February 14, 2020.

The proceeds of the 2021 Credit Agreement were used to repay all
borrowings under the senior credit agreement.

2021 Credit Agreement-The 2021 Credit Agreement consists of the $800.0 million
Term B Loan and 2021 Revolving Credit Facility for an aggregate principal amount
of $250.0 million. The 2021 Revolving Credit Facility has a sublimit of $75.0
million for letters of credit. The Company received proceeds of $798.0 million,
net of debt discount of $2.0 million, related to the Term B Loan.

Beginning with the quarter ending March 31, 2022term loan B requires
quarterly principal payments $2.0 million until June 30, 2028with the
the outstanding amount of principal to be paid on the due date,
September 21, 2028.

Beginning with the year ending December 31, 2022, the Term B Loan requires a
prepayment of principal, subject to certain exceptions, in connection with the
receipt of proceeds from certain asset sales, casualty events, and debt
issuances by the Company, and up to 50% of annual excess cash flow, as defined
in and as further set forth in the 2021 Credit Agreement. When a principal
prepayment is required, the prepayment offsets the future quarterly principal
payments of the same amount. As of September 30, 2022, the Company is not
subject to the annual excess cash flow calculation and no such principal
prepayments are required.

From September 30, 2022outstanding term loans B were $794.0
million
whose, $8.0 million is classified as current.

Borrowings under the 2021 Credit Facility bear interest at rates based on the
consolidated net senior ratio of the Company and its subsidiaries
debt to the consolidated EBITDA of the Company and its subsidiaries for
applicable periods specified in the 2021 Credit Facility.

A quarterly commitment fee of up to 0.50% is payable on the unused portion of the
the 2021 revolving credit facility.

During the three months ended September 30, 2022 and 2021, the weighted-average
interest rate on the outstanding borrowings under the Term B Loan was 4.6% and
3.0%, respectively. The Company made interest payments of $9.2 million during
the three months ended September 30, 2022. There were no interest payments made
during the three months ended September 30, 2021.

During the nine months ended September 30, 2022 and 2021, the weighted-average
interest rate on the outstanding borrowings under the Term B Loan was 3.6% and
3.0%, respectively. The Company made interest payments of $21.6 million during
the nine months ended September 30, 2022. There were no interest payments made
during the nine months ended September 30, 2021.

The Company has an outstanding standby letter of credit for $0.7 million which
reduces the amount available to be borrowed under the 2021 Revolving Credit
Facility. As of September 30, 2022, $249.3 million was available to be borrowed
under the 2021 Revolving Credit Facility.

                                       42
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In addition, beginning with the three months ended March 31, 2022, the terms of
the 2021 Credit Agreement include a financial covenant which requires that, at
the end of each fiscal quarter, if the aggregate amount of borrowings under the
2021 Revolving Credit Facility exceeds 35% of the aggregate commitments, the
Company's leverage ratio cannot exceed 6.25 to 1.00. As of September 30, 2022,
the Company was not subject to the financial covenant.

Senior credit agreement April 2017the Company entered into the First
Privilege credit agreement.

The First Lien Credit Agreement initially consisted of a $1.0 billion term loan
and revolving credit facilities for an aggregate principal amount of $100.0
million, with a sublimit of $30.0 million for letters of credit under the First
Lien Revolvers.

In February 2020, the Company refinanced its long-term debt and entered into the
First Amendment to the First Lien Credit Agreement. The First Lien Amendment
provided an incremental term loan, amended the amount of commitments and the
maturity dates of the First Lien Credit Agreement's revolving credit facilities.

The first lien amendment provided for an additional term loan in the amount of
$375.0 million and reduces the amount of first lien liabilities
Revolvers for a total principal amount of $91.3 million. The first privilege
Revolvers continued to have a sub-limit of $30.0 million for letters of credit.

The First Lien Term Loan required (after giving effect to the First Lien
Amendment) quarterly principal payments of approximately $3.5 million until
March 31, 2024, with the remaining outstanding principal amount required to be
paid on the maturity date, April 27, 2024. The First Lien Term Loan required a
prepayment of principal, subject to certain exceptions, in connection with the
receipt of proceeds from certain asset sales, casualty events, and debt
issuances by the Company, and up to 50% of annual excess cash flow, as defined
in and as further set forth in the First Lien Credit Agreement. When a principal
prepayment was required, the prepayment offset the future quarterly principal
payments of the same amount. As of December 31, 2020, subject to the request of
the lenders of the First Lien Term Loan, a principal prepayment of up to $21.9
million was required. In April 2021, the Company made a principal prepayment of
$1.5 million to those lenders who made such a request.

The Company made a principal prepayment of $525.0 million on July 30, 2021.
Subsequently, in September 2021, using the proceeds from the Term B Loan
provided in the 2021 Credit Agreement and cash on hand, the Company fully repaid
the remaining $804.2 million of outstanding borrowings on the First Lien Term
Loan.

Amounts outstanding under the First Lien Credit Agreement bore interest at a
variable rate of LIBOR, plus up to 3.00% per annum based upon the Company's
leverage ratio, as defined in the First Lien Credit Agreement. A quarterly
commitment fee of up to 0.50% was payable on the unused portion of the First
Lien Revolvers.

During the three months ended September 30, 2021 the weighted-average interest
rate on the outstanding borrowings under the First Lien Term Loan was 4.1%. The
Company made interest payments of $9.3 million during the three months ended
September 30, 2021.

During the nine months ended September 30, 2021 the weighted-average interest
rate on the outstanding borrowings under the First Lien Term Loan was 4.1%. The
Company made interest payments of $36.1 million during the nine months ended
September 30, 2021.

Interest Rate Cap-In August 2022, the Company entered into an interest rate cap
agreement to reduce its exposure to increases in interest rates applicable to
its floating rate long-term debt. The aggregate notional value of the interest
rate cap agreements is $600.0 million with a cap rate of 4.0% and an expiration
date of July 31, 2025.

Interest Rate Swaps-In June 2017, the Company entered into three floating to
fixed interest rate swap agreements to reduce its exposure to the variability
from future cash flows resulting from interest rate risk related to its floating
rate long-term debt. In September 2021, the Company made an aggregate payment of
$10.0 million to extinguish the Swap Agreements which were scheduled to expire
in June 2022.

                                       43
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Cash flow

The following table presents a summary of the cash flow data for the nine months
ended September 30, 2022 and 2021:

                                                            Nine Months Ended September 30,
(dollar amounts in thousands)                                 2022          

2021

Net cash provided by operating activities               $        118,438       $         96,725
Net cash used in investing activities                            (67,185 )              (35,299 )
Net cash provided by (used in) financing activities               15,006                (62,917 )
Net effect of exchange rate change                                  (650 )                 (162 )
Change in cash and cash equivalents                     $         65,609       $         (1,653 )




Net cash provided by operating activities was $118.4 million for the nine months
ended September 30, 2022. Net cash provided by operating activities consists of
net income of $37.3 million, adjusted for $94.8 million of non-cash items, $4.5
million for changes in working capital and ($18.2) million for the effect of
changes in other operating assets and liabilities. Significant non-cash
adjustments include depreciation and amortization of $94.6 million, stock-based
compensation expense of $80.8 million, non-cash lease expense of $3.1 million,
deferred income tax benefits of ($53.1), a change in fair value of derivative
instruments of ($6.0) million and a change in fair value of warrant liabilities
of ($23.5) million. The change in net operating assets and liabilities was
primarily a result of an increase in accounts receivable of $19.5 million due to
timing of receipts of payments from customers and an increase in other assets of
$18.2 million due to timing of payments for prepaid and other deferred costs
including the $6.3 million interest rate cap premium payment, partially offset
by a decrease in other current assets of $12.4 million due to timing of cash
receipts of non-trade receivables and timing of payments for other deferred
costs.

Net cash used in investing activities was $67.2 million for the nine months
ended September 30, 2022. Net cash used in investing activities was due to $38.8
million of capitalized internally developed software projects and purchases of
software, equipment and property and $32.2 million for a business acquisition,
partially offset by $3.9 million of proceeds from the sale of a cost method
investment.

Net cash provided by financing activities was $15.0 million for the nine months
ended September 30, 2022. Net cash provided by financing activities was due to
$22.8 million of proceeds from stock option exercises and $3.2 million of
proceeds from shares purchased through the Company's ESPP, partially offset by
$6.0 million of principal payments of long-term debt and $5.0 million of tax
payments related to the net share settlement of employee equity awards.

Recent accounting pronouncements

See Note 2 to our condensed consolidated financial statements included in this
Quarterly Report on Form 10-Q for more information about recent accounting
pronouncements, the timing of their adoption, and our assessment, to the extent
we have made one, of their potential impact on our financial condition and our
results of operations.

Critical Accounting Estimates

Our condensed consolidated financial statements are prepared in accordance with
GAAP. The preparation of these financial statements requires our management to
make estimates, judgments and assumptions that affect the reported amounts of
assets, liabilities, revenue, costs, and expenses and related disclosures. Our
estimates are based on our historical experience, trends and various other
assumptions that we believe are reasonable under the circumstances, the results
of which form the basis for making judgments about the carrying value of assets
and liabilities that are not readily apparent from other sources. Actual results
may differ from these judgments and estimates under different assumptions or
conditions and any such differences may be material.

Except as described below, there have been no material changes to our critical
accounting estimates as compared to the critical accounting policies and
estimates disclosed in our audited consolidated financial statements and notes
thereto for the year ended December 31, 2021, included in our Annual Report on
Form 10-K.

Valuation of Good will and intangible assets

We perform an annual assessment for impairment of goodwill and indefinite-lived
intangible assets as of September 30 each fiscal year, or whenever events occur
or circumstances indicate that it is more likely than not that the fair value of
a reporting unit or indefinite-lived intangible asset is below its carrying
value. For the three and nine months ended September 30, 2022 and 2021, our
annual impairment analysis performed indicated no impairments of goodwill or
changes in carrying values due to impairment.

The September 30, 2022 quantitative goodwill impairment test performed primarily
uses an income approach based on a number of key estimates and assumptions,
including revenue and expense growth factors along with applying a discount rate
to the estimated

                                       44
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cash flows. The discount rates are based on the estimated weighted average cost
of capital for each reporting unit and may change from year to year. Weighted
average cost of capital includes certain assumptions such as market capital
structures, market betas, risk-free rates of return and estimated costs of
borrowing.

The process of evaluating the potential impairment of goodwill is subjective and
requires significant judgment. In estimating the fair value of a reporting unit
for the purposes of our annual or periodic impairment analyses, we make
estimates and significant judgments about the future cash flows of that
reporting unit. Our cash flow forecasts are based on assumptions that represent
the highest and best use for our reporting units. Changes in judgment on these
assumptions and estimates could result in goodwill impairment charges. We
believe that the assumptions and estimates utilized are appropriate based on the
information available to management.

We have two reporting units, Domestic and China, for purposes of analyzing
goodwill. As of September 30, 2022, the annual impairment assessment indicated
no impairment for our China reporting unit. The quantitative assessment for the
China reporting unit had an estimated fair value that exceeded its carrying
value by approximately 10%. Key financial assumptions utilized to determine the
fair value of the reporting unit included revenue growth levels that reflect the
rollout of new services and solutions, improving profit margins and a 13.5%
discount rate. The reporting unit's fair value would approximate its carrying
value with a 60 basis point increase in the discount rate.

As noted above, a considerable amount of management judgment and assumptions are
required in performing the annual goodwill impairment assessment. While we
believe our judgments and assumptions are reasonable, different assumptions
could change the estimated fair values. A number of factors, many of which we
have no ability to control, could cause actual results to differ from the
estimates and assumptions we employed. These factors include:

continued negative impact from the COVID-19 pandemic;
•
a prolonged global or regional economic downturn;
•
a significant decrease in the demand for our services and solutions;
•
the inability to develop new and enhanced services and solutions in a timely
manner;
•
a significant adverse change in legal factors or in the business climate;
•
an adverse action or assessment by a regulator;
•
successful efforts by our competitors to gain market share in our markets;
•
disruptions to the Company's business;
•
unexpected or unplanned changes in the use of assets or entity structure; and
•
business divestitures

If management's estimates of future operating results change or if there are
changes to other assumptions due to these factors, the estimate of the fair
value may change significantly. Such change could result in impairment charges
in future periods, which could have a significant impact on our operating
results and financial condition.

Intangible assets with finite lives and software, equipment and property are
amortized or depreciated over their estimated useful life on a straight-line
basis. We monitor conditions related to these assets to determine whether events
and circumstances warrant a revision to the remaining amortization or
depreciation period. We test these assets for potential impairment whenever our
management concludes events or changes in circumstances indicate that the
carrying amount may not be recoverable. The original estimate of an asset's
useful life and the impact of an event or circumstance on either an asset's
useful life or carrying value involve significant judgment regarding estimates
of the future cash flows associated with each asset.

There was no impairment loss related to intangible assets recognized during the year
three and nine months ended September 30, 2022 and 2021.

Fair value of contingent consideration

Liabilities related to price supplements arising from business acquisitions represent
consideration that may be payable in cash and recognized as a liability at fair value
value on acquisition and remeasured to fair value at each
reporting period. Changes in fair value are recorded in the consolidated financial statements
transaction records.

Determining the fair value of contingent consideration requires us to make
assumptions and judgments. We estimate the fair value of contingent
consideration using a Monte Carlo simulation model. These estimates involve
inherent uncertainties and if different assumptions had been used, including but
not limited to forecast inputs and discount rates, the fair value of contingent
consideration could have been materially different from the amounts recorded. We
have estimated the fair value of the contingent consideration associated with
the acquisition of Safekeep as of the acquisition date and reassess our estimate
each reporting period.

                                       45

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