ZOOMINFO TECHNOLOGIES INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (form 10-K)

The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our consolidated financial
statements and related notes included elsewhere in this Annual Report on Form
10-K. This discussion contains forward-looking statements that involve risks and
uncertainties. Our actual results could differ materially from those discussed
below. Factors that could cause or contribute to such difference include, but
are not limited to, those identified below and those discussed in the sections
titled "Risk Factors" and "Cautionary Statement Regarding Forward-Looking
Statements" included elsewhere in this Annual Report on Form 10-K.

References in this Annual Report on Form 10-K to "ZoomInfo Technologies Inc."
refer to ZoomInfo Technologies Inc. and not to any of its subsidiaries unless
the context indicates otherwise. References in this Form 10-K to "ZoomInfo," the
"Company," "we," "us," and "our" refer (1) prior to the consummation of the
Reorganization Transactions, to ZoomInfo OpCo and its consolidated subsidiaries,
(2) after the consummation of the Reorganization Transactions and prior to the
consummation of the Holding Company Reorganization,, to ZoomInfo Intermediate
Inc. (formerly known as ZoomInfo Technologies Inc.) and its consolidated
subsidiaries and (3) after the consummation of the Holding Company
Reorganization, to ZoomInfo Technologies Inc. (formerly known as ZoomInfo NewCo
Inc.) and its consolidated subsidiaries unless the context indicates otherwise.
Numerical figures included in this Annual Report on Form 10-K have been subject
to rounding adjustments. Accordingly, numerical figures shown as totals in
various tables may not be arithmetic aggregations of the figures that precede
them.

Overview

ZoomInfo is a global leader in modern go-to-market software, data, and intelligence for sales, marketing, operations, and recruiting teams.

RevOS - our modern, cloud-based operating system for revenue professionals allows sales, marketing, operations, and recruiting teams to shorten sales cycles and increase win rates by delivering the right message to the right person at the right time in the right way. We do this by delivering timely competitive intelligence and offering services that make reaching prospects fast and easy.

ZoomInfo, formerly known as DiscoverOrg, was co-founded in 2007 by our CEO, Henry Schuck. We have grown our company by developing innovative ways of gathering and improving our data and insights, and using intelligent automation to put those insights into action.

Today, our company defines the modern go-to-market technology stack across three distinct layers that build upon each other:

Our Intelligence Layer is the foundation of our data-driven strategies. Our
best-in-class data, curated through first- and third-party sources, includes
billions of data points about companies and contacts, such as intent, hierarchy,
location, and financial information.

Our Orchestration Layer stitches together and enriches our data sources. At this
stage, our products assign and route data, leads, and insights to the
appropriate people. This creates a "living" dataset that is continuously updated
and can be used to power automated business workflows. Our services connect with
major CRM providers.

Our Engagement Layer, which includes category-competing solutions such as Engage, Chat, and Chorus, allows sales, marketing, operations, and recruiting professionals to put our data-driven insights into action by using multiple channels to reach and communicate with prospects and customers.

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We generate substantially all of our revenue from sales of subscriptions to our
platform. Our subscription fees include the use of our platform and access to
customer support. Subscriptions generally range from one to three years in
length with over 35% of our contracts (based on annualized value) under
multi-year agreements. We typically bill our customers at the beginning of each
annual, semi-annual, or quarterly period and recognize revenue ratably over the
term of the subscription period.

We sell our software to both new and existing customers. Some existing customers
continue to renew their subscriptions to pre-acquisition versions of the
Pre-Acquisition ZI and DiscoverOrg solutions. We price our subscriptions based
on the functionality, users, and records under management that are included in
each product edition. Our paid product platforms are SalesOS, MarketingOS,
OperationsOS, and RecruitingOS (with add-on options for some platforms), and we
have a free Community Edition.

Our software, insights, and data enable over 25,000 companies to sell and market
more effectively and efficiently. Our customers operate in almost every industry
vertical, including software, business services, manufacturing,
telecommunications, financial services, retail, media and internet,
transportation, education, hospitality, and real estate. They range from the
largest global enterprises, to mid-market companies, down to small businesses.
Many of our customers are software and business services companies. In 2021,
approximately 44% and 22% of our customers, as measured by ACV, operated in the
software and business services industries, respectively. In 2021, less than 4%
of our customers, as measured by ACV, operated in the retail, travel,
hospitality, consumer goods and services, or oil and gas industries. Our net
annual retention rate was 116%, 108%, and 109% in 2021, 2020, and 2019,
respectively.

For the year ended December 31, 2021, no single customer contributed more than
1% of revenue. Revenues derived from customers and partners located outside the
United States, as determined based on the address provided by our customers and
partners, accounted for approximately 11%, 9%, and 9% of total revenue for
the years ended December 31, 2021, 2020, and 2019, respectively. As of
December 31, 2021, 1,452 customers contracted for more than $100,000 in ACV for
ZoomInfo services.

To address our market opportunity, we have built and continue to tune our
efficient and comprehensive go-to-market engine. We have integrated our insights
and data into an automated engine with defined processes and specialized roles
in order to market and sell our services. We are constantly improving the
effectiveness of our engine in order to identify and close more business.

We have experienced rapid organic growth, supplemented by additional growth from
acquisitions. We generated revenue of $747.2 million for the year ended
December 31, 2021, as compared to revenue for the year ended December 31, 2020
of $476.2 million, and income from operations of $113.3 million for the year
ended December 31, 2021, as compared to income from operations of $37.1 million
for the year ended December 31, 2020. Operating income margin was 15% for the
year ended December 31, 2021, as compared to 8% in 2020. In addition to our
consolidated U.S GAAP financial measures, we review various non-GAAP financial
measures, including Adjusted Operating Income, Adjusted Operating Income Margin,
and Adjusted Net Income. See "Non-GAAP Financial Measures" below. Our Adjusted
Operating Income was $306.6 million for the year ended December 31, 2021, as
compared to $226.0 million for the year ended December 31, 2020. Our Adjusted
Operating Income Margin was 41% for the year ended December 31, 2021, as
compared to 47% in 2020. Adjusted Operating Income and Adjusted Operating Margin
do not include results of operations from acquired entities before their
acquisitions.

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Recent Developments

COVID-19

The ongoing COVID-19 pandemic continues to have unpredictable and rapidly
shifting impacts on global financial markets, economies, and business practices.
The extent and continued impact of the pandemic on our operational and financial
condition will depend on certain developments, including: the duration and
spread of the outbreak, including the impact of new variants of the COVID-19
virus; global government responses to the pandemic, including continued vaccine
availability, deployment, and efficacy; the impact on the health and welfare of
our employees and their families; the impact on our customers and our sales
cycles; the impact on customer, industry, or employee events; delays in hiring
and onboarding new employees; and the effects on our partners, vendors, and
supply chains, all of which are uncertain and cannot be predicted. Furthermore,
because of our largely subscription-based business model, the effect of the
pandemic may not be fully reflected in our results of operations and overall
financial condition until future periods, if at all.

To address the safety and health of our employees during the pandemic, in the
first quarter of 2020 we temporarily closed all of our offices and enabled our
entire workforce to work remotely. Throughout 2021, most of our workforce
continued to work remotely. The impact, if any, of these and any additional
operational changes we may implement is uncertain, but changes we have
implemented to date have not affected, and are not expected to materially
affect, our ability to maintain operations, including financial reporting
systems, internal control over financial reporting, and disclosure controls and
procedures. See "Human Capital" in Part I, Item 1 and "Risk Factors" in Part I,
Item 1A of this Annual Report on Form 10-K.

Acquisitions

In June 2021, the Company acquired all the outstanding equity interests of
Insent, a conversational marketing platform, for a total purchase consideration
of $34.0 million, consisting of $32.9 million in cash consideration and $1.1
million in estimated deferred consideration. The purchase price was primarily
comprised of acquired technology and goodwill. In July 2021, the Company
acquired substantially all of the net assets of AffectLayer, Inc. (d/b/a
Chorus.ai), a leader in conversation intelligence, for a total purchase
consideration of $547.4 million (the "Chorus.ai Acquisition"). The purchase
price was primarily comprised of acquired technology and goodwill. The Company
funded cash payments made at closing with $225.0 million of revolving credit
borrowings under the agreement (the "First Lien Credit Agreement") governing our
existing First Lien Credit Facilities, and the remainder with cash on hand.

In September 2021, the Company acquired substantially all of the net assets of
RingLead, an leader in data orchestration and revenue operations automation, for
a total purchase consideration of $118.0 million, consisting of $116.9 million
in cash consideration and $1.1 million in estimated deferred consideration. The
purchase price was primarily comprised of acquired technology and goodwill. The
Company has included the financial results of each of these businesses in the
consolidated financial statements from their respective dates of acquisition.
The purchase accounting for the Insent and Chorus transactions is finalized, but
is not yet finalized for the RingLead transaction. Refer to Note 4 - Business
Combinations to our audited consolidated financial statements included in Part
II, Item 8 of this Form 10-K for additional information.

Senior Unsecured Notes Offering

In February 2021, ZoomInfo Technologies LLC and ZoomInfo Finance Corp.
(collectively, the "Issuers"), indirect subsidiaries of ZoomInfo Technologies
Inc., completed an offering of $350.0 million in aggregate principal amount of
3.875% senior notes due 2029 (the "Existing Notes"). We used all the net
proceeds, along with cash on hand, to prepay $356.4 million aggregate principal
amount of our first lien term loans outstanding under the first lien credit
agreement (the "Debt Prepayment"). Following the Debt Prepayment, as of February
2, 2021, $400.0 million aggregate principal amount of first lien term loans were
outstanding under our first lien credit agreement.

In July 2021, the Issuers issued and sold $300.0 million in aggregate principal
amount of additional 3.875% senior notes due 2029 (the "Additional Notes"). The
notes were issued under the same indenture as the Existing Notes, which were
issued in February 2021, and constitute part of the same series as the Existing
Notes.

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First Lien Credit Agreement Amendment

In February 2021, ZoomInfo LLC entered into an amendment to our First Lien
Credit Agreement, pursuant to which, among other things, the agreement was
amended to (i) increase the aggregate commitments to $250.0 million under our
first lien revolving credit facility, (ii) add ZoomInfo Technologies LLC as a
co-borrower, (iii) reprice of our first lien term loan facility maturing in
February 2026 and first lien revolving credit facility and (iv) extend the
maturity date of our first lien revolving credit facility to November 2025.

In July 2021, the Company entered into an amendment (the "Credit Agreement Amendment") to the First Lien Credit Agreement that provided for, among other things, the incurrence of an additional $200.0 million aggregate principal amount of additional term loans under the First Lien Credit Agreement.

The net proceeds from the Credit Agreement Amendment were used, together with
the net proceeds from the offering (the "Offering") by the Issuers the
Additional Notes, to (i) repay $225.0 million of outstanding borrowings under
the revolving credit facility which were used to pay a portion of the
consideration for the Chorus.ai Acquisition, and (ii) pay fees and expenses
related to the Credit Agreement Amendment, the Offering and the Chorus.ai
Acquisition, and the remainder for general corporate purposes. Refer to Note 8 -
Financing Arrangements to our audited consolidated financial statements included
in Part II, Item 8 of this Form 10-K for additional information.

Corporate Structure Simplification Transactions

In August 2021, the Company completed a series of reorganization transactions to
simplify its corporate structure, including the distribution of shares of common
stock of RKSI Acquisition Corp ("RKSI") from ZoomInfo Holdings LLC to ZoomInfo
HoldCo, the merger of RKSI with and into ZoomInfo HoldCo with ZoomInfo HoldCo
surviving, and the merger of ZoomInfo HoldCo with and into the Company with the
Company surviving. Prior to the consummation of the HoldCo Merger, all holders
of HoldCo Units (other than the Company) exchanged their HoldCo Units and paired
shares of Class B common stock of the Company for shares of Class A common stock
of the Company pursuant to the terms of the limited liability company agreement
of ZoomInfo HoldCo.

UP-C Corporate Structure and Multi-Class Voting Structure Elimination

In September 2021, the Board of Directors unanimously approved streamlining the
Company's corporate structure and governance by eliminating the Company's
umbrella partnership-C-corporation ("UP-C") and multi-class voting structure. In
October 2021, the Company implemented this reorganization, pursuant to which (i)
a subsidiary of ZoomInfo Technologies Inc. (formerly known as ZoomInfo NewCo
Inc.) ("New ZoomInfo") merged (the "PubCo Merger") with and into ZoomInfo
Intermediate Inc. (formerly known as ZoomInfo Technologies Inc.) ("Old
ZoomInfo"), which resulted in New ZoomInfo becoming the direct parent company of
Old ZoomInfo, and (ii) immediately thereafter, another subsidiary of New
ZoomInfo merged (the "OpCo Merger") with and into ZoomInfo Holdings LLC
("ZoomInfo OpCo"), which resulted in ZoomInfo OpCo becoming a subsidiary of New
ZoomInfo (the "Holding Company Reorganization"). As a result of the Holding
Company Reorganization, New ZoomInfo became the successor issuer and reporting
company to Old ZoomInfo pursuant to Rule 12g-3(a) under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and replaced the Predecessor
Registrant as the public company trading on the Nasdaq Global Select Market (the
"Nasdaq") under the ticker symbol "ZI."

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In connection with the PubCo Merger, (i) each outstanding share of Old
ZoomInfo's Class A common stock, par value $0.01 per share ("Old Class A Common
Stock"), was automatically converted into one share of New ZoomInfo's Class A
common stock, par value $0.01 per share ("New Class A Common Stock"), having the
same designation, rights, powers, and preferences, and qualifications,
limitations, and restrictions as a share of Old Class A Common Stock immediately
prior to the PubCo Merger, and (ii) each outstanding share of Old ZoomInfo's
Class B common stock, par value $0.01 per share ("Old Class B Common Stock"),
was automatically converted into one share of New ZoomInfo's Class B common
stock, par value $0.01 per share ("New Class B Common Stock"), having the same
designation, rights, powers, and preferences, and qualifications, limitations,
and restrictions as a share of Old Class B Common Stock immediately prior to the
PubCo Merger. Accordingly, upon consummation of the PubCo Merger, stockholders
of Old ZoomInfo automatically became stockholders of New ZoomInfo, on a
one-for-one basis, with the same number and ownership percentage of shares of
the same class as they held in Old ZoomInfo immediately prior to the effective
time of the PubCo Merger.

In connection with the OpCo Merger, (i) each outstanding Class A Common Unit,
Class P Unit and LTIP Unit was automatically converted into the number of shares
of New Class A Common Stock equal to the number of shares of Old Class A Common
Stock such unit was exchangeable for under the limited liability company
agreement of ZoomInfo OpCo and (ii) all outstanding shares of New Class B Common
Stock were surrendered to New ZoomInfo and cancelled.

After the consummation of the Holding Company Reorganization, the only class of
common stock of the New ZoomInfo remaining issued and outstanding is the New
Class A Common Stock. We do not intend to issue any shares of Class B common
stock or Class C common stock of New ZoomInfo.

Factors Affecting the Comparability of Our Results of Operations

As a result of a number of factors, our historical results of operations are not
comparable from period to period and may not be comparable to our financial
results of operations in future periods. Set forth below is a brief discussion
of the key factors impacting the comparability of our results of operations.

Impact of the Reorganization Transactions

ZoomInfo Technologies Inc. is a corporation for U.S. federal and state income
tax purposes. Our accounting predecessor, ZoomInfo OpCo, was and is treated as a
flow-through entity for U.S. federal income tax purposes, and as such, only
certain subsidiaries that were organized as corporations for U.S. federal income
tax purposes have been subject to U.S. federal income tax at the entity level
historically. Accordingly, unless otherwise specified, the historical results of
operations and other financial information set forth in this Annual Report on
Form 10-K only include a provision for U.S. federal income tax for income
allocated to those subsidiaries that were organized as corporations for U.S.
federal income tax purposes. Following the completion of the Reorganization
Transactions, ZoomInfo Technologies Inc. pays U.S. federal and state income
taxes as a corporation on its share of our taxable income.

ZoomInfo OpCo is the predecessor of ZoomInfo Technologies Inc. for financial
reporting purposes. As a result, the consolidated financial statements of
ZoomInfo Technologies Inc. recognize the assets and liabilities received in the
reorganization at their historical carrying amounts, as reflected in the
historical consolidated financial statements of ZoomInfo OpCo, the accounting
predecessor.

In addition, in connection with the Reorganization Transactions and the IPO, we
entered into the tax receivable agreements described in Note 18 - Tax Receivable
Agreements to our audited consolidated financial statements included in Part II,
Item 8 of this Form 10-K.

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Initial Public Offering

In June 2020, the company completed its IPO which significantly impacted our
cash, first and second lien indebtedness, and temporary and permanent equity
balances. See "-Recent Developments." The IPO, driven by the associated first
and second lien term loan repayments, significantly reduced our interest expense
relative to historical results.

Impact of Acquisitions

We seek to grow through both internal development and the acquisition of
businesses that broaden and strengthen our platform. Our recent acquisitions
include Pre-Acquisition ZI in February 2019, Komiko in October 2019, Clickagy in
October 2020, EverString in November 2020, Insent in June 2021, Chorus.ai in
July 2021, and RingLead in September 2021. As discussed below under "-Results of
Operations," these acquisitions have been a significant driver of our revenue,
cost of service, operating expense, and interest expense growth. Purchase
accounting requires that all assets acquired and liabilities assumed be recorded
at fair value on the acquisition date, including unearned revenue. Revenue from
contracts that are impacted by the estimate of fair value of the unearned
revenue upon acquisition will be recorded based on the fair value until such
contract is terminated or renewed, which will differ from the receipts received
by the acquired company allocated over the service period for the same reporting
periods.

Impact of the Zoom Information Acquisition

On February 1, 2019, we acquired, through a newly formed wholly owned subsidiary, Zebra Acquisition Corporation, 100% of the stock of Pre-Acquisition ZI for $748.0 million, net of cash acquired (the "Zoom Information Acquisition"). Pre-Acquisition ZI was a provider of company and contact information to sales and marketing professionals.

The Zoom Information Acquisition qualifies as a business combination and was
accounted for as such. We included the financial results of Pre-Acquisition ZI
in the consolidated financial statements of ZoomInfo OpCo from the date of the
Zoom Information Acquisition. Accordingly, the financial statements for the
period prior to the Zoom Information Acquisition may not be comparable to those
from the periods after the Zoom Information Acquisition.

In connection with the Zoom Information Acquisition, ZoomInfo OpCo entered into
an $865.0 million first lien term loan facility, a $100.0 million first lien
revolving credit facility, which was undrawn at the time of the acquisition, and
a $370.0 million second lien term loan facility, and issued $207.0 million of
Series A Preferred Units. In addition to funding the Zoom Information
Acquisition, the additional proceeds from such facilities and Series A Preferred
Units were used to repay existing debt. These debt facilities drove a
significant impact to our interest expense from the date of the acquisition. We
would have expected interest expense for the year ended December 31, 2020 to be
greater than that of the year ended December 31, 2019 due to the debt being
outstanding for the entire period in 2020. However, this increase was mitigated
and offset by (a) a reduction in interest rates period over period, and (b) the
debt repayments and prepayments referenced above and in Note 8 - Financing
Arrangements to our audited consolidated financial statements included in Part
II, Item 8 of this Form 10-K.

We recognized approximately $85.3 million of revenue from legacy Pre-Acquisition
ZI platform contracts with acquired customers, including the renewals and
upsells thereof, during the year ended December 31, 2019, of which $32.3 million
was included in the unearned revenue balance recorded at the acquisition date.
The fair value of acquired unearned revenue was $34.5 million, which differs
from the unearned revenue recorded by Pre-Acquisition ZI immediately prior to
the acquisition of $68.3 million. For the year ended December 31, 2019, the
amounts received or billed by Pre-Acquisition ZI in advance of revenue
recognition as of the acquisition date allocated over the service period
post-acquisition was $63.9 million, which was $31.6 million greater than the
amount recognized into revenue for those receipts and billings based on their
fair value.

We incurred approximately $2.7 million of transaction costs related to the Zoom
Information Acquisition. We paid $29.7 million related to the secured credit
facilities, which was accounted for as a debt discount. We also incurred
$0.6 million in transaction costs associated with issuing the new Series A
Preferred Units, which were issued at a 3% discount, which transaction costs
were deducted from the proceeds received from the units.

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During 2019, we completed the integration of Pre-Acquisition ZI, including
aligning reporting structures for all employees along functional lines,
migrating all front-office sales and marketing activities onto a single
technology stack with a single instance for key technology components, migrating
back-office activities onto a single technology stack, integrating accounting,
legal, and human resources activities, including financial reporting processes
and benefits for employees, and developing a single platform that is being used
for all sales to new customers.

Additionally, as part of the integration of Pre-Acquisition ZI, we identified
that certain roles and responsibilities were redundant between the two companies
and terminated the employment of certain executives immediately upon the closing
of the transaction. We subsequently eliminated additional positions that were no
longer needed as a result of the functionally aligned reporting structure,
including the Russia operations of Pre-Acquisition ZI, certain development
positions in Vancouver, Washington, and certain executives from DiscoverOrg and
Pre-Acquisition ZI. Expenses relating to severance paid were recorded as
Restructuring and transaction related expenses on our Consolidated Statements of
Operations with the majority of those expenses being recognized in the three
months ended March, 31, 2019, and not recurring in 2020. Expenses relating to
any accelerated payments under the Cash Vesting Payment Program (refer to Note 4
- Business Combinations to our audited consolidated financial statements
included in Part II, Item 8 of this Form 10-K) were recorded as operating
expense according to the functional area aligning to the employee's salary and
is included in integration and transaction-related compensation expenses when
calculating non-GAAP metrics.

All new customers are sold the ZoomInfo platform that we released in September
2019. We continue to support pre-existing customers on the legacy DiscoverOrg
and Pre-Acquisition ZI platforms, although many pre-existing customers have
agreed to upgrade to the ZoomInfo platform. The pricing constructs for
subscriptions on the platforms are similar among the platforms and based on a
combination of the number of seats to which the customer commits and the level
of functionality and data access that the customer requires. Based on the
increased level of functionality and data access, upgrading to the ZoomInfo
platform will often require an increase in subscription pricing for an
equivalent number of users.

We incurred expenses related to the integration of Pre-Acquisition ZI during
2019. Additionally, as part of the purchase of Pre-Acquisition ZI, we agreed
with the former owners of Pre-Acquisition ZI to implement a Cash Vesting Payment
Program to make payments to employees with respect to unvested options that were
canceled at the time of the Zoom Information Acquisition. We agreed to make the
payments to employees according to the remaining vesting schedule as of the
acquisition date in amounts that would have been paid had the options been
vested at the time of the acquisition. We reduced the originally agreed purchase
price to the former owners of Pre-Acquisition ZI as a result of agreeing to make
such payments. These payments are recorded as expense over the period of service
on our Consolidated Statements of Operations in the same expense line item as
the salary of recipients, and we will continue to record expense for the
majority of employees until 2021, and for some employees into 2022.
Additionally, we engaged consulting firms and other professional services firms
to help integrate our companies, including developing branding and pricing
strategies for the combined platform. These expenses were recorded as Sales and
marketing and General and administrative expenses on our Consolidated Statements
of Operations. For analyses and non-GAAP metrics that include adjustments to
operating expenses, the expenses are deemed to be integration expenses and
acquisition-related compensation.

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Equity-Based Compensation

In December 2019, HSKB modified all outstanding awards to add an alternative
performance and time vesting condition and to also permit settlement through
exchange into the Company's public shares in addition to the existing
cash-settlement option. This modification resulted in the revaluation of the
awards in accordance with U.S. GAAP. Through the date of modification, no
equity-based compensation had been recognized for these awards as the qualifying
event (i.e., the IPO) was not probable. Upon completion of the IPO, the Company
recognized $57.6 million of additional compensation expense attributable to
service periods already elapsed on HSKB awards and the acceleration of vesting
select Class P Units. The remaining unamortized fair value as of the
modification date will be recognized as equity-based compensation over the
remaining service period of the awards. In addition to the impact of the
modified HSKB awards, new awards and modifications that took place as part of
the Reorganization Transactions and the IPO has contributed to higher
equity-based compensation expense in 2020 and 2021. Refer to Note 16 -
Equity-based Compensation to our audited consolidated financial statements
included in Part II, Item 8 of this Form 10-K for unamortized equity-based
compensation costs related to each type of equity-based incentive award.

Impact of the Holding Company Reorganization

In September 2021, the Board of Directors unanimously approved streamlining the
Company's corporate structure and governance by eliminating the Company's UP-C
and multi-class voting structure. In October 2021, the Company implemented the
Holding Company Reorganization. As a result of the Holding Company
Reorganization, New ZoomInfo became the successor issuer and reporting company
to Old ZoomInfo pursuant to Rule 12g-3(a) under the Exchange Act, and replaced
Old ZoomInfo as the public company trading on the Nasdaq under Old ZoomInfo's
ticker symbol "ZI." In addition, New ZoomInfo changed its name to "ZoomInfo
Technologies Inc." and Old ZoomInfo changed its name to "ZoomInfo Intermediate
Inc."

Accordingly, upon consummation of the Holding Company Reorganization, Old
ZoomInfo stockholders automatically became stockholders of New ZoomInfo, on a
one-for-one basis, with the same number and ownership percentage of shares they
held in Old ZoomInfo immediately prior to the effective time of the Holding
Company Reorganization.

Old ZoomInfo is the predecessor of New ZoomInfo for financial reporting
purposes. As a result, the consolidated financial statements of New ZoomInfo
recognize the assets and liabilities received in the reorganization at their
historical carrying amounts, as reflected in the historical consolidated
financial statements of Old ZoomInfo, the accounting predecessor.

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Key Factors Affecting Our Performance

We believe that the growth and future success of our business depends on many factors, including the following:

Continuing to Acquire New Customers

We are focused on continuing to grow the number of customers that use our
platform. The majority of revenue growth when comparing the year ended
December 31, 2021 to the year ended December 31, 2020 was the result of new
customers added over the last 24 months. Our operating results and growth
prospects will depend, in part, on our ability to continue to attract new
customers. Additionally, acquiring new customers strengthens the power of our
contributory network. We will need to continue to invest in our efficient
go-to-market effort to acquire new customers. As of December 31, 2021, 2020 and
2019, we had over 25,000, 20,000, and 14,000 customers, respectively. We define
a customer as a company that maintains one or more active paid subscriptions to
our platform.

Delivering Additional High-Value Solutions to Our Existing Customers

Many of our customers purchase additional high-value solutions as they expand
their use of our platform. Customers add additional services and/or upgrade
their platform. We believe there is a significant opportunity for expansion with
our existing customers through additional solutions.

Expanding Relationships with Existing Customers

Many of our customers increase spending with us by adding users or integrating
incremental data as they increase their use of our platform. Several of our
largest customers have expanded the deployment of our platform across their
organizations following their initial deployment. We believe there is a
significant opportunity to add additional users and data integration within our
existing customers.

We believe that expanding the value that we provide to our customers and the
corresponding revenue generated as a result is an important measure of the
health of our business. We monitor net revenue retention to measure that growth.
Net revenue retention is an annual metric that we calculate based on customers
that were contracted for services at the beginning of the year, or, for those
that became customers through an acquisition, at the time of the acquisition.
Net revenue retention is calculated as: (a) the ACV for those customers at the
end of the year divided by (b) ZoomInfo ACV at the beginning of the year plus
the ACV of acquired companies at the time of acquisition. Our net annual
retention rate was 116%, 108%, and 109% for the years ended December 31, 2021,
2020, and 2019, respectively. We also measure our success in expanding
relationships with existing customers by the number of customers that contract
for more than $100,000 in ACV. As of December 31, 2021, we had 1,452 customers
with over $100,000 in ACV.

Non-GAAP Financial Measures

In addition to our results determined in accordance with U.S. GAAP, we believe
certain non-GAAP measures are useful in evaluating our operating performance.
These measures include, but are not limited to, Adjusted Operating Income,
Adjusted Operating Income Margin, Adjusted EBITDA, Adjusted Net Income, and
Adjusted Net Income per diluted share which are used by management in making
operating decisions, allocating financial resources, internal planning and
forecasting, and for business strategy purposes. We believe that non-GAAP
financial information is useful to investors because it eliminates certain items
that affect period-over-period comparability, and it provides consistency with
past financial performance and additional information about our underlying
results and trends by excluding certain items that may not be indicative of our
business, results of operations, or outlook.

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We view Adjusted Operating Income, Adjusted Operating Income Margin, Adjusted
EBITDA, Adjusted Net Income and Adjusted Net Income per diluted share as
operating performance measures. We believe that the most directly comparable
U.S. GAAP financial measure to Adjusted Operating Income is U.S. GAAP operating
income. We believe that the most directly comparable U.S. GAAP financial measure
to Adjusted Operating Income Margin is U.S. GAAP operating income divided by
U.S. GAAP revenue. We believe that the most directly comparable U.S. GAAP
financial measure to Adjusted EBITDA and Adjusted Net Income is U.S. GAAP Net
Income, and the most directly comparable U.S. GAAP financial measure to Adjusted
Net Income per diluted share is U.S. GAAP net earnings per diluted share.

Non-GAAP financial measures are not meant to be considered in isolation or as a
substitute for the comparable GAAP measures, but rather as supplemental
information to our business results. This information should be read only in
conjunction with our consolidated financial statements prepared in accordance
with GAAP. There are limitations to these non-GAAP financial measures because
they are not prepared in accordance with GAAP and may not be comparable to
similarly titled measures of other companies due to potential differences in
methods of calculation and items or events being adjusted. In addition, other
companies may use different measures to evaluate their performance, all of which
could reduce the usefulness of our non-GAAP financial measures as tools for
comparison. A reconciliation is provided below for each non-GAAP financial
measure to the most directly comparable financial measure stated in accordance
with GAAP.

Adjusted Operating Income, Adjusted Operating Income Margin, and Adjusted Net Income

We define Adjusted Operating Income as income from operations plus (i) impact of
fair value adjustments to acquired unearned revenue, (ii) amortization of
acquired technology and other acquired intangibles, (iii) equity-based
compensation expense, (iv) restructuring and transaction-related expenses, and
(v) integration costs and acquisition-related compensation. We exclude the
impact of fair value adjustments to acquired unearned revenue and amortization
of acquired technology and other acquired intangibles, as well as equity-based
compensation, because these are non-cash expenses or non-cash fair value
adjustments and we believe that excluding these items provides meaningful
supplemental information regarding performance and ongoing cash-generation
potential. We exclude restructuring and transaction-related expenses, as well as
integration costs and acquisition-related compensation, because such expenses
are episodic in nature and have no direct correlation to the cost of operating
our business on an ongoing basis. Adjusted Operating Income is presented because
it is used by management to evaluate our financial performance and for planning
and forecasting purposes. Additionally, we believe that it and similar measures
are widely used by securities analysts and investors as a means of evaluating a
company's operating performance. Adjusted Operating Income should not be
considered as an alternative to operating income as an indicator of operating
performance.

We define Adjusted Net Income as Adjusted Operating Income less (i) interest
expense, net (ii) other (income) expense, net, excluding TRA liability
remeasurement expense (benefit) and (iii) income tax expense (benefit) including
incremental tax effects of adjustments to arrive at Adjusted Operating Income
and current tax benefits related to the TRA. Adjusted Net Income is presented
because it is used by management to evaluate our financial performance and for
planning and forecasting purposes. Additionally, we believe that it and similar
measures are widely used by securities analysts and investors as a means of
evaluating a company's operating performance. Adjusted Net Income should not be
considered as an alternative to cash flows from operating activities as a
measure of liquidity or as an alternative to operating income or net income as
indicators of operating performance.

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The following table presents a reconciliation of Net income (loss) to Adjusted
Net Income and Income (loss) from operations to Adjusted Operating Income for
the periods presented:

                                                                      Year Ended December 31,
($ in millions)                                             2021                2020                2019
Net income (loss)                                      $      94.9          $    (36.4)         $    (78.0)
Add (less): Expense (benefit) from income taxes                6.1                 4.7                (6.5)
Add: Interest expense, net                                    43.9                69.3               102.4
Add: Loss on debt modification and extinguishment              7.7                14.9                18.2
Add (less): Other expense (income), net (a)                  (39.3)              (15.4)                  -
Income (loss) from operations                          $     113.3          $     37.1          $     36.1
Add: Impact of fair value adjustments to acquired
unearned revenue (b)                                           4.6                 2.6                   32.2
Add: Amortization of acquired technology                      35.3                23.3                   25.0
Add: Amortization of other acquired intangibles               20.3                18.7                   17.6
Add: Equity-based compensation                                93.0               121.6                   25.1

Add: Restructuring and transaction-related expenses (c)

                                                           23.7                13.8                   15.6
Add: Integration costs and acquisition-related
expenses (d)                                                  16.4                 9.0                   15.5
Adjusted Operating Income                              $     306.6          $    226.0          $    167.1
Less: Interest expense, net                                  (43.9)              (69.3)             (102.4)

Less (add): Other expense (income), net, excluding TRA liability remeasurement (benefit) expense

                     (0.3)               (0.3)                  -
Add (less): Benefit (expense) from income taxes               (6.1)               (4.7)                6.5

Less: Tax impacts of adjustments to net income (loss) (25.3)

     (13.5)               (9.3)
Adjusted Net Income                                    $     231.1          $    138.2          $     62.0


__________________
(a)Primarily represents revaluations on tax receivable agreement liability and
foreign exchange remeasurement gains and losses.
(b)Represents the impact of fair value adjustments to acquired unearned revenue
relating to services billed by an acquired company prior to our acquisition of
that company. These adjustments represent the difference between the revenue
recognized based on management's estimate of fair value of acquired unearned
revenue and the receipts billed prior to the acquisition less revenue recognized
prior to the acquisition.
(c)Represents costs directly associated with acquisition or disposal activities,
including employee severance and termination benefits, contract termination fees
and penalties, and other exit or disposal costs. For the year ended December 31,
2021, this expense related primarily to costs incurred related to 2021
acquisitions and impairment charges related to the Company's Waltham office
relocation. For the year ended December 31, 2020, this expense related primarily
to professional fees for the preparation for an initial public offering and
deferred acquisition cost revaluations. For the year ended December 31, 2019,
this expense related primarily to the acquisition of Pre-Acquisition ZI,
including professional fees, severance, and acceleration of payments for
terminated employees.
(d)Represents costs directly associated with integration activities for
acquisitions and acquisition-related compensation, which includes transaction
bonuses and retention awards. For the year ended December 31, 2021, this expense
related primarily to retention awards from the acquisitions of Clickagy and
Everstring, cash vesting payments from the acquisition of Pre-Acquisition ZI,
and professional fees incurred to integrate acquired businesses. For the year
ended December 31, 2020, this expense related primarily to cash vesting payments
from the acquisition of Pre-Acquisition ZI. For the year ended December 31,
2019, this expense related primarily to activities resulting from the
acquisition of Pre-Acquisition ZI, including cash vesting payments and
transaction bonuses, as well as expense incurred for retention awards granted
upon the Company's acquisitions of RainKing, NeverBounce, and Komiko. Refer to
Note 4 - Business Combinations to our audited consolidated financial statements
included in Part II, Item 8 of this Form 10-K for additional information. This
expense is included in cost of service, sales and marketing expense, research
and development expense, and general and administrative expense as follows:

                                                                  Year Ended December 31,
($ in millions)                                                 2021          2020        2019
Cost of service                                            $     2.1         $ 0.4      $  0.4
Sales and marketing                                              6.1           3.5         5.8
Research and development                                         5.8           4.1         3.9
General and administrative                                       2.4           1.1         5.4
Total integration costs and acquisition-related
compensation                                               $    16.4         $ 9.0      $ 15.5


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We define Adjusted Operating Income Margin as Adjusted Operating Income divided
by the sum of revenue and the impact of fair value adjustments to acquired
unearned revenue.

                                                                 Year Ended December 31,
($ in millions)                                       2021                2020                2019
Adjusted Operating Income                         $    306.6          $    226.0          $    167.1

Revenue                                                747.2               476.2               293.3
Impact of fair value adjustments to acquired
unearned revenue                                         4.6                 2.6                32.2

Revenue for adjusted operating margin calculation $ 751.8 $ 478.8 $ 325.6 Adjusted Operating Income Margin

                          41  %               47  %               51  %


Adjusted Operating Income for the year ended December 31, 2021 was
$306.6 million and represented an Adjusted Operating Income Margin of 41%.
Adjusted Operating Income for the year ended December 31, 2020 was
$226.0 million and represented an Adjusted Operating Income Margin of 47%.
Growth in Adjusted Operating Income in the year ended December 31, 2021 relative
to the year ended December 31, 2020 was an increase of $80.6 million, or 36%,
and was driven primarily from the growth in customers and increasing revenue
from existing customers. Adjusted Operating Income Margin decreased to 41% in
the year ended December 31, 2021 from 47% in the year ended December 31, 2020
due to increased investment in research and development and sales and marketing
capacity that has helped accelerate revenue growth, as well as general and
administrative costs to support incremental public company related requirements.

Adjusted Operating Income for the year ended December 31, 2019 was
$167.1 million and represented an Adjusted Operating Income Margin of 51%.
Growth in Adjusted Operating Income in the year ended December 31, 2020 relative
to the year ended December 31, 2019 was an increase of $58.8 million, or 35%,
and was driven primarily from the growth in customers and increasing revenue
from existing customers. Adjusted Operating Income Margin decreased to 47% in
the year ended December 31, 2020 from 51% in the year ended December 31, 2019
due to incremental sales and marketing expenses related to signing new customers
and retaining and upselling existing customers, and general and administrative
costs to support incremental public company related requirements.

Adjusted EBITDA

EBITDA is defined as earnings before debt-related costs, including interest and
loss on debt modification and extinguishment, provision for taxes, depreciation,
and amortization. Management further adjusts EBITDA to exclude certain items of
a significant or unusual nature, including other (income) expense, net, impact
of certain non-cash items, such as fair value adjustments to acquired unearned
revenue and equity-based compensation, restructuring and transaction-related
expenses, and integration costs and acquisition-related compensation. We exclude
these items because these are non-cash expenses or non-cash fair value
adjustments, which we do not consider indicative of performance and ongoing
cash-generation potential or are episodic in nature and have no direct
correlation to the cost of operating our business on an ongoing basis. Adjusted
EBITDA is presented because it is used by management to evaluate our financial
performance and for planning and forecasting purposes. Additionally, we believe
that it and similar measures are widely used by securities analysts and
investors as a means of evaluating a company's operating performance. Adjusted
EBITDA should not be considered as an alternative to cash flows from operating
activities as a measure of liquidity or as an alternative to operating income or
net income as indicators of operating performance.

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The following table presents a reconciliation of net income (loss) to Adjusted EBITDA for the periods presented:

                                                                      Year Ended December 31,
($ in millions)                                             2021                2020                2019
Net income (loss)                                      $      94.9          $    (36.4)         $    (78.0)
Add (less): Expense (benefit) from income taxes                6.1                 4.7                (6.5)
Add: Interest expense, net                                    43.9                69.3               102.4
Add: Loss on debt modification and extinguishment              7.7                14.9                18.2
Add: Depreciation                                             13.7                 8.9                 6.1
Add: Amortization of acquired technology                      35.3                23.3                25.0
Add: Amortization of other acquired intangibles               20.3                18.7                17.6
EBITDA                                                 $     222.0          $    103.4          $     84.8
Add (less): Other expense (income), net (a)                  (39.3)              (15.4)                  -
Add: Impact of fair value adjustments to acquired
unearned revenue (b)                                           4.6                 2.6                32.2
Add: Equity-based compensation expense                        93.0               121.6                25.1

Add: Restructuring and transaction related expenses (excluding depreciation) (c)

                                  21.6                13.8                15.6
Add: Integration costs and acquisition-related
expenses (d)                                                  16.4                 9.0                15.5
Adjusted EBITDA                                        $     318.2          $    234.8          $    173.2


__________________
(a)Primarily represents revaluations on tax receivable agreement liability and
foreign exchange remeasurement gains and losses.
(b)Represents the impact of fair value adjustments to acquired unearned revenue
relating to services billed by an acquired company prior to our acquisition of
that company. These adjustments represent the difference between the revenue
recognized based on management's estimate of fair value of acquired unearned
revenue and the receipts billed prior to the acquisition less revenue recognized
prior to the acquisition.
(c)Represents costs directly associated with acquisition or disposal activities,
including employee severance and termination benefits, contract termination fees
and penalties, and other exit or disposal costs. For the year ended December 31,
2021, this expense related primarily to costs incurred related to 2021
acquisitions and impairment charges related to the Company's Waltham office
relocation. For the year ended December 31, 2020, this expense related primarily
to professional fees for the preparation for an initial public offering and
deferred acquisition cost revaluations. For the year ended December 31, 2019,
this expense related primarily to the acquisition of Pre-Acquisition ZI,
including professional fees, severance and acceleration of payments for
terminated employees.
(d)Represents costs directly associated with integration activities for
acquisitions and acquisition-related compensation, which includes transaction
bonuses and retention awards. For the year ended December 31, 2021, this expense
related primarily to retention awards from the acquisitions of Clickagy and
Everstring, cash vesting payments from the acquisition of Pre-Acquisition ZI,
and professional fees incurred to integrate acquired businesses. For the year
ended December 31, 2020, this expense related primarily to cash vesting payments
from the acquisition of Pre-Acquisition ZI. For the year ended December 31,
2019, this expense related primarily to activities resulting from the
acquisition of Pre-Acquisition ZI, including cash vesting payments and
transaction bonuses, as well as expense incurred for retention awards granted
upon the Company's acquisitions of RainKing, NeverBounce, and Komiko. Refer to
Note 4 - Business Combinations to our audited consolidated financial statements
included in Part II, Item 8 of this Form 10-K for additional information. This
expense is included in cost of service, sales and marketing expense, research
and development expense, and general and administrative expense as follows:

                                                                Year Ended December 31,
($ in millions)                                               2021           2020        2019
Cost of service                                          $     2.1          $ 0.4      $  0.4
Sales and marketing                                            6.1              3.5         5.8
Research and development                                       5.8              4.1         3.9
General and administrative                                     2.4         

1.1 5.4 Total integration costs and acquisition-related expenses $ 16.4 $ 9.0 $ 15.5

Adjusted EBITDA for the year ended December 31, 2021 was $318.2 million, an
increase of $83.4 million, or 36%, relative to the year ended December 31, 2020.
This growth was driven primarily from the growth in revenue that resulted from
additional customers in 2021 and 2020.

Adjusted EBITDA for the year ended December 31, 2020 was $234.8 million, an
increase of $61.6 million, or 36%, relative to the year ended December 31, 2019.
This growth was driven primarily from the growth in revenue that resulted from
additional customers in 2020 and 2019.

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Components of Our Results of Operations

Revenue

We derive 99% of our revenue from subscription services and the remainder from
recurring usage-based services. Our subscription services consist of our SaaS
applications. Pricing of our subscription contracts are generally based on the
functionality provided, the number of users that access our applications, the
amount of data that the customer integrates into their systems. Our subscription
contracts typically have a term ranging from one to three years and are
non-cancelable. We typically bill for services in advance either annually,
semi-annually or quarterly, and we typically require payment at the beginning of
each annual, semi-annual or quarterly period.

Subscription revenue is generally recognized ratably over the contract term
starting with when our service is made available to the customer. Recurring
usage-based revenue is recognized in the period services are utilized by our
customers. The amount of revenue recognized reflects the consideration we expect
to be entitled to receive in exchange for these services. We record a contract
asset when revenue recognized on a contract exceeds the billings to date for
that contract.

Unearned revenue results from cash received or amounts billed to customers in
advance of revenue recognized upon the satisfaction of performance obligations.
The unearned revenue balance is influenced by several factors, including
purchase accounting adjustments, seasonality, the compounding effects of
renewals, invoice duration, invoice timing, dollar size, and new business timing
within the period. The unearned revenue balance does not represent the total
contract value of annual or multi-year, non-cancelable subscription agreements.

Cost of Service

Cost of service, excluding amortization of acquired technology. Cost of service,
excluding amortization of acquired technology includes direct expenses related
to the support and operations of our SaaS services and related to our research
teams, including salaries, benefits, equity-based compensation, and related
expenses, such as employer taxes, allocated overhead for facilities, IT,
third-party hosting fees, third-party data costs, and amortization of internally
developed capitalized software.

We anticipate that we will continue to invest in costs of service and that costs
of service as a percentage of revenue will stay consistent or modestly decrease
as we realize operating leverage in the business.

Amortization of acquired technology. Amortization of acquired technology includes amortization expense for technology acquired in business combinations.

We anticipate that amortization of acquired technology will increase if we make additional acquisitions in the future.

Gross Profit and Gross Margin

Gross profit is revenue less cost of service, and gross margin is gross profit
as a percentage of revenue. Gross profit has been and will continue to be
affected by various factors, including leveraging economies of scale, the costs
associated with third-party hosting services and third-party data, the level of
amortization of acquired technology, and the extent to which we expand our
customer support and research organizations. We expect that our gross margin
will fluctuate from period to period depending on the interplay of these various
factors.

Operating Expenses

Our operating expenses consist of sales and marketing, research and development,
general and administrative, restructuring and transaction expenses, and
amortization of acquired intangibles (other than acquired technology). The most
significant component of our operating expenses is personnel costs, which
consists of salaries, bonuses, sales commissions, stock-based compensation, and
other employee-related benefits. Operating expenses also include overhead costs
for facilities, technology, professional fees, depreciation and amortization
expense, and marketing.

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Sales and marketing. Sales and marketing expenses primarily consist of employee
compensation such as salaries, bonuses, sales commissions, equity-based
compensation, and other employee-related benefits for our sales and marketing
teams, as well as overhead costs, technology, and marketing programs. Sales
commissions and related payroll taxes directly related to contract acquisition
are capitalized and recognized as expenses over the estimated period of benefit.

We anticipate that we will continue to invest in sales and marketing capacity to
enable future growth, but that sales and marketing expense as a percentage of
revenue will decrease as equity-based compensation expense related to the
modification of HSKB awards and triggered by the IPO become a less significant
component of overall sales and marketing expense. We anticipate that sales and
marketing expense excluding equity-based compensation will fluctuate from period
to period depending on the interplay of our growing investments in sales and
marketing capacity excluding equity-based compensation, the recognition of
revenue, and the amortization of contract acquisition costs.

Research and development. Research and development expenses support our efforts
to enhance our existing platform and develop new software products. Research and
development expenses primarily consist of employee compensation such as
salaries, bonuses, equity-based compensation, and other employee-related
benefits for our engineering and product management teams, as well as overhead
costs. Research and development expenses do not reflect amortization of
internally developed capitalized software. We believe that our core technologies
and ongoing innovation represent a significant competitive advantage for us, and
we expect our research and development expenses to continue to increase as we
invest in research and development resources to further strengthen and enhance
our solutions.

We anticipate that we will continue to invest in research and development in
order to develop new features and functionality to drive incremental customer
value in the future and that research and development expense as a percentage of
revenue will modestly increase in the long term.

General and administrative. General and administrative expenses primarily
consist of employee-related costs such as salaries, bonuses, equity-based
compensation, and other employee related benefits for our executive, finance,
legal, human resources, IT, and business operations and administrative teams, as
well as overhead costs. Additionally, we incur expenses for professional fees
including legal services, accounting, and other consulting services, including
those associated with operating as a public company.

We expect general and administrative expenses as a percentage of revenue to stay
consistent or modestly decrease from 2021 as we realize operating leverage in
the business.

Amortization of other acquired intangibles. Amortization of acquired intangibles
primarily consists of amortization of customer relationships, trade names, and
brand portfolios.

We anticipate that amortization of other acquired intangibles will increase if we make additional acquisitions in the future.

Restructuring and transaction related expenses. Restructuring and transaction
expenses primarily consist of various restructuring and acquisition activities
we have undertaken to achieve strategic or financial objectives. Restructuring
and acquisition activities include, but are not limited to, consolidation of
offices and responsibilities, office relocation, administrative cost structure
realignment, and acquisition-related professional services fees.

We anticipate that restructuring and transaction expenses will be correlated
with future acquisition activity or strategic restructuring activities, which
could be greater than or less than our historic levels.

Interest Expense, Net

Interest expense represents the interest payable on our debt obligations and the amortization of debt discounts and debt issuance costs, less interest income.

We anticipate that interest expense could be impacted by changes in variable interest rates or the issuance of additional debt.

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Loss on Debt Modification and Extinguishment

Loss on debt modification and extinguishment consists of prepayment penalties
and impairment of deferred financing costs associated with the modification or
extinguishment of debt, as well as new fees incurred with third parties in
connection with debt modifications.

We anticipate that losses related to debt extinguishment will only occur if we extinguish indebtedness before the contractual repayment dates.

Other (Income) Expense, Net

Other (income) expense, net consists primarily of the revaluation of tax
receivable agreement liabilities and foreign currency realized and unrealized
gains and losses related to the impact of transactions denominated in a foreign
currency.

Changes to existing tax law including changes to the corporate income tax rates
and the Company's state tax footprint could lead to substantial revaluations of
the tax receivable agreement liability recorded through other income and
expense, net.

The magnitude of other income and expenses, net may increase as we expand operations internationally and add complexity to our operations.

Income Tax Expense (Benefit)

ZoomInfo OpCo is currently treated as a pass-through entity for U.S. federal
income tax purposes and most applicable state and local income tax purposes.
Income tax expense (benefit), Deferred tax assets, Deferred tax liabilities, and
liabilities for unrecognized tax benefits reflect management's best assessment
of estimated current and future taxes to be paid by our corporate subsidiaries
and, to the extent paid directly by our limited liability companies and
partnerships that are treated as partnerships for tax purposes, our
partnerships. Our corporate subsidiary, RKSI Acquisition Corporation was subject
to income taxes in the United States and held noncontrolling interests in our
subsidiary, ZoomInfo Technologies LLC. ZoomInfo Technologies LLC was treated as
a partnership for U.S. federal and most applicable state and local income tax
purposes. Any taxable income or loss generated by ZoomInfo Technologies LLC
during the period it was treated as a partnership for income tax purposes was
passed through to and included in the taxable income or loss of its partners,
including ZoomInfo LLC, and RKSI Acquisition Corporation. However, because RKSI
Acquisition Corporation is subject to income taxes in the United States, income
allocated to such corporate subsidiary for tax purposes reduced the taxable
income allocated to and distributions made to ZoomInfo OpCo. During the three
months ended September 30, 2021, RKSI Acquisition Corporation was distributed up
to ZoomInfo HoldCo followed by the merger of RKSI Acquisition Corporation with
and into ZoomInfo HoldCo and the merger of ZoomInfo HoldCo with and into
ZoomInfo Technologies Inc. Significant judgments and estimates are required in
determining our consolidated income tax expense. Refer to Note 2 - Basis of
Presentation and Summary of Significant Accounting Policies to our audited
consolidated financial statements included in Part II, Item 8 of this Form 10-K
for additional information. During the three months ended December 31, 2021,
ZoomInfo Technologies LLC made an election to be taxed as a corporation.
Therefore, taxable income from the operations will no longer flow up to ZoomInfo
Intermediate Inc.

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After consummation of the Reorganization Transactions, ZoomInfo Intermediate
Inc. became subject to U.S. federal income taxes with respect to our allocable
share of any U.S. taxable income of ZoomInfo OpCo, and is taxed at the
prevailing corporate tax rates. ZoomInfo Technologies Inc. is treated as a U.S.
corporation for U.S. federal, state, and local income tax purposes. Accordingly,
a provision for income taxes will be recorded for the anticipated tax
consequences of our reported results of operations for federal income taxes. In
addition to tax expenses, we also will incur expenses related to our operations,
as well as payments under the tax receivable agreements, which we expect to be
significant. In addition, because RKSI Acquisition Corporation (prior to its
merger with and into ZoomInfo HoldCo) and Zebra Acquisition Corporation (prior
to its merger with RKSI Acquisition Corporation) will continue to be subject to
income taxes in the United States, income allocated to such corporate
subsidiaries for tax purposes will reduce the distributions made to ZoomInfo
OpCo, thereby reducing our allocable share of U.S. taxable income of ZoomInfo
OpCo. See "Risk Factors - Risks Related to Our Organizational Structure" in Part
I, Item 1A of this Form 10-K.

Results of Operations

The following table presents our results of operations for the years ended December 31, 2021, 2020, and 2019:

                                                                     Year Ended December 31,
($ in millions)                                            2021                2020                2019
Revenue                                               $     747.2          $    476.2          $    293.3
Cost of service:
Cost of service(1)                                          101.4                84.2                43.6
Amortization of acquired technology                          35.3                23.3                25.0
Gross profit                                                610.5               368.7               224.7
Operating expenses:
Sales and marketing(1)                                      241.1               184.9                90.2
Research and development(1)                                 119.7                51.4                30.1
General and administrative(1)                                92.4                62.8                35.1
Amortization of other acquired intangibles                   20.3                18.7                17.6
Restructuring and transaction related expenses               23.7                13.8                15.6
Total operating expenses                                    497.2               331.6               188.6
Income (loss) from operations                               113.3                37.1                36.1
Interest expense, net                                        43.9                69.3                  102.4
Loss on debt modification and extinguishment                  7.7                14.9               18.20
Other (income) expense, net                                 (39.3)              (15.4)                  -
Income (loss) before income taxes                           101.0               (31.7)              (84.5)
Income tax expense (benefit)                                  6.1                 4.7                (6.5)
Net income (loss)                                            94.9               (36.4)              (78.0)

Less: Net income (loss) attributable to ZoomInfo OpCo prior to the Reorganization Transactions

                        -                (5.1)              (78.0)
Less: Net income (loss) attributable to
noncontrolling interests                                    (21.9)              (27.3)                  -
Net income (loss) attributable to ZoomInfo
Technologies Inc.                                     $     116.8          $     (4.0)         $        -


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__________________

(1)Includes equity-based compensation expense as follows:

                                                   Year Ended December 31,
($ in millions)                                 2021            2020         2019
Cost of service                            $    13.2          $  27.4      $  4.0
Sales and marketing                             38.2             62.6        11.2
Research and development                        24.3             13.6         4.7
General and administrative                      17.3             18.0         5.2

Total equity-based compensation expense $ 93.0 $ 121.6 $ 25.1

Year Ended December 31, 2021 and Year Ended December 31, 2020

Revenue. Revenue was $747.2 million for the year ended December 31, 2021, an
increase of $271.0 million, or 57%, as compared to $476.2 million for the year
ended December 31, 2020. This increase was primarily due to the addition of new
customers over the past 12 months and net expansion with existing customers.
Products acquired within the last 12 months contributed $13.2 million for the
year ended December 31, 2021.

Cost of service. Cost of service was $136.7 million for the year ended
December 31, 2021, an increase of $29.2 million, or 27%, as compared to
$107.5 million for the year ended December 31, 2020. The increase was primarily
due to additional headcount and related salaries and benefits, hosting expense
to support new and growing customers, and increased amortization of acquired
technology related to acquisitions, partially offset by reduced equity-based
compensation expense.

Operating Expenses. Operating expenses were $497.2 million for the year ended
December 31, 2021, an increase of $165.6 million, or 50%, as compared to
$331.6 million for the year ended December 31, 2020. Excluding equity-based
compensation expenses, operating expenses were $417.5 million for the year ended
December 31, 2021, an increase of $180.0 million, or 76%, as compared to
$237.5 million for the year ended December 31, 2020. The increase excluding
equity-based compensation was primarily due to:

•an increase in sales and marketing expense (excluding a decrease in
equity-based compensation of $24.4 million) of $80.5 million, or 66%, to
$202.9 million for the year ended December 31, 2021, due primarily to additional
headcount and related salaries and benefits expenses added to drive continued
incremental sales, additional commission expense and amortization of deferred
commissions related to obtaining contracts with customers and additional
marketing expense;

•an increase in research and development expense (excluding an increase in
equity-based compensation of $10.7 million) of $57.6 million, or 152%, to
$95.5 million for the year ended December 31, 2021, due primarily to additional
headcount and related salaries and benefits expenses to support continued
innovation of our services;

•an increase in general and administrative expense (excluding a decrease in
equity-based compensation of $0.7 million) of $30.4 million, or 68%, to
$75.2 million for the year ended December 31, 2021, due primarily to additional
headcount and related salaries and benefits expenses, and corporate expenses to
support the larger organization;

•an increase in amortization of acquired intangibles expense of $1.6 million, or
9%, to $20.3 million for the year ended December 31, 2021, due to amortization
expense related to intangible assets acquired from 2021 acquisitions during the
full period for the current year; and

•an increase in restructuring and transaction-related expense of $9.9 million,
or 72%, to $23.7 million for the year ended December 31, 2021, due to costs
incurred in completing 2021 acquisitions and Reorganization Transactions, and
impairment and accelerated depreciation related to the Company's Waltham office
relocation offset by a decrease in IPO costs incurred in the year ended
December 31, 2020 that did not reoccur.

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Interest expense, net. Interest expense, net was $43.9 million for the year
ended December 31, 2021, a decrease of $25.4 million, or 37%, as compared to
$69.3 million for the year ended December 31, 2020. The decrease was primarily
due to lower average cost of debt due to the net impact of the repayment of the
second lien debt and $100.0 million first lien debt principal repayment in June
2020, the first lien debt repricing and debt prepayment in February 2021, and
increases in the amount of debt resulting from the February and July 2021
issuances of Senior Notes.

Loss on debt modification and extinguishment. Loss on debt modification and
extinguishment was $7.7 million for the year ended December 31, 2021, primarily
related to the write-off of unamortized debt issuance costs resulting from the
February 2021 Debt Prepayment. This represented a decrease of $7.2 million, or
48%, as compared to expense of $14.9 million for the year ended December 31,
2020, related to penalties and derecognition of deferred and unamortized debt
issuance costs resulting from the repayment of the second lien term loans and
$100.0 million first lien term loan principal repayment after the IPO that did
not reoccur.

Other (income) expense, net. Other income was $39.3 million for the year ended
December 31, 2021, an increase of $23.8 million, as compared to Other income of
$15.4 million for the year ended December 31, 2020, primarily due to the
recognition of a TRA remeasurement gain of $39.5 million.

Income tax expense (benefit). Expense from income taxes for the year ended
December 31, 2021 was $6.1 million, representing an effective tax rate of 6.1%,
as compared to expense from income taxes of $4.7 million, representing an
effective tax rate of (14.8)% for the year ended December 31, 2020. The 2021
effective tax rate is lower than the statutory rate primarily due to a benefit
from the election to tax ZoomInfo Technologies LLC as a corporation partially
offset by non-cash tax expense due to shifts in GAAP basis. The 2020 effective
tax rate was lower than the statutory rate primarily due to the impact of
nondeductible stock compensation applied to a net loss.

Year Ended December 31, 2020 and Year Ended December 31, 2019

Revenue. Revenue was $476.2 million for the year ended December 31, 2020, an
increase of $182.9 million, or 62%, as compared to $293.3 million for the year
ended December 31, 2019. This increase was primarily due to the addition of new
customers over the 18 months ended December 31, 2020 and net expansion with
existing customers, and, to a lesser extent, due to the recognition of revenue
for renewed contracted value, as opposed to the fair value ascribed to acquired
contracts under purchase accounting during the prior year period or recognized
by Pre-Acquisition ZI before the acquisition on February 1, 2019. Revenues for
the year ended December 31, 2020 include $2.0 million from products acquired
during the period.

Cost of service. Cost of service was $107.5 million for the year ended
December 31, 2020, an increase of $38.8 million, or 57%, as compared to
$68.7 million for the year ended December 31, 2019. The increase was primarily
due to additional equity-based compensation expense related to grants previously
made by HSKB, modified in December 2019, and triggered by the IPO. Additional
expenses related to additional headcount and hosting expense to support new and
growing customers also contributed to the increase.

Operating Expenses. Operating expenses were $331.6 million for the year ended
December 31, 2020, an increase of $143.0 million, or 76%, as compared to
$188.6 million for the year ended December 31, 2019. The increase was primarily
due to additional equity-based compensation expense related to grants previously
made by HSKB, modified in December 2019, and triggered by the IPO. Excluding
equity-based compensation expenses, operating expenses were $237.5 million for
the year ended December 31, 2020, an increase of $70.0 million, or 42%, as
compared to $167.5 million for the year ended December 31, 2019. The increase
was primarily due to:

•an increase in sales and marketing expense (excluding an increase in
equity-based compensation of $51.3 million) of $43.4 million, or 55%, to
$122.4 million for the year ended December 31, 2020, due primarily to additional
headcount and related salaries and benefits expenses added to drive continued
incremental sales, as well as additional commission expense and amortization of
deferred commissions related to obtaining contracts with customers;

•an increase in research and development expense (excluding an increase in equity-based compensation of $8.9 million) of $12.5 million, or 49%, to $37.8 million for the year ended December 31, 2020, due

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primarily to additional engineering and product management resources added to support continued innovation of our services;

•an increase in general and administrative expense (excluding an increase in
equity-based compensation of $12.8 million) of $14.8 million, or 49%, to
$44.8 million for the year ended December 31, 2020, due primarily to additional
headcount and related salaries and benefits expenses to support the larger
organization and additional corporate expenses related to operating as a public
company, which were partially offset by a decrease in integration-related
expenses in the year ended December 31, 2019, which did not recur in the year
ended December 31, 2020;

•an increase in amortization of acquired intangibles expense of $1.1 million, or
6%, to $18.7 million for the year ended December 31, 2020, due to amortization
expense related to intangible assets acquired in the Zoom Information
Acquisition during the full period for the current year; and

•a decrease in restructuring and transaction-related expense of $1.8 million, or 12%, to $13.8 million for the year ended December 31, 2020, due to expenses incurred in completing the Zoom Information Acquisition.

Interest expense, net. Interest expense, net was $69.3 million for the year
ended December 31, 2020, a decrease of $33.2 million, or 32%, as compared to
$102.4 million for the year ended December 31, 2019. The decrease was primarily
due to interest savings resulting from the repayment of our second lien term
loans in full and $100.0 million of first lien term loans, offset by
nonrecurring interest expense recognized upon partial dedesignation of cash flow
hedges resulting from reclassification from accumulated other comprehensive
income (loss).

Loss on debt modification and extinguishment. Loss on debt modification and
extinguishment was $14.9 million for the year ended December 31, 2020, related
to penalties and derecognition of deferred and unamortized debt issuance costs
resulting from the repayment of the second lien term loans and $100.0 million
first lien term loan principal repayment after the IPO. This represented a
decrease of $3.2 million, or 18%, as compared to expense of $18.2 million the
year ended December 31, 2019, related to cost incurred with respect to prior
debt instruments that were repaid in conjunction with the Zoom Information
Acquisition in February 2019.

Other (income) expense, net. Other (income) expense, net was $(15.4) million for
the year ended December 31, 2020, a decrease of $15.4 million, as compared to
$0.0 million for the year ended December 31, 2019, primarily due to the
recognition of a TRA remeasurement gain of $15.7 million.

Income tax expense (benefit). Expense from income taxes for the year ended
December 31, 2020 was $4.7 million, representing an effective tax rate of
(14.8)%, as compared to benefit from income taxes of $(6.5) million,
representing an effective tax rate of 7.7% for the year ended December 31, 2019.
The decrease in the effective tax rate was primarily due to a GAAP loss driven
by non-deductible stock-based compensation expense resulting in positive tax
expense despite the GAAP loss. Furthermore, the Reorganization Transactions
resulted in a higher proportion of GAAP earnings being allocated to tax paying
entities.

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Liquidity and Capital Resources

As of December 31, 2021, we had $308.3 million of cash and cash equivalents,
$18.4 million of short-term investments, and $250.0 million available under our
first lien revolving credit facility. We have financed our operations primarily
through cash generated from operations and financed various acquisitions through
cash generated from operations supplemented with debt offerings.

We believe that our cash flows from operations and existing available cash and
cash equivalents, together with our other available external financing sources,
will be adequate to fund our operating and capital needs for at least the next
12 months. We are currently in compliance with the covenants under the credit
agreements governing our secured credit facilities, and we expect to remain in
compliance with our covenants.

We generally invoice our subscription customers annually, semi-annually, or
quarterly in advance of our subscription services. Therefore, a substantial
source of our cash is from such prepayments, which are included on our
Consolidated Balance Sheets as unearned revenue. Unearned revenue consists of
billed fees for our subscriptions, prior to satisfying the criteria for revenue
recognition, which are subsequently recognized as revenue in accordance with our
revenue recognition policy. As of December 31, 2021, we had unearned revenue of
$364.2 million, of which $361.5 million was recorded as a current liability and
is expected to be recorded as revenue in the next 12 months, provided all other
revenue recognition criteria have been met.

After the consummation of the Reorganization Transactions, ZoomInfo Intermediate
Inc. (formerly known as ZoomInfo Technologies Inc.) became a holding company
with no material assets other than its ownership of HoldCo Units, and ZoomInfo
HoldCo became a holding company with no material assets other than its ownership
of ZoomInfo OpCo Units. During the quarter ended September 30, 2021, ZoomInfo
HoldCo was merged with and into ZoomInfo Intermediate Inc. During the quarter
ended December 31, 2021, ZoomInfo Intermediate Inc. became a wholly owned
subsidiary of ZoomInfo Technologies Inc. ZoomInfo Technologies Inc. and ZoomInfo
Intermediate Inc. have no independent means of generating revenue. In the event
ZoomInfo Technologies Inc. declares any cash dividend, we expect that ZoomInfo
Technologies Inc. to cause ZoomInfo MidCo LLC to make distributions to ZoomInfo
Technologies Inc. in part through distributions to ZoomInfo Intermediate Inc.
and ZoomInfo OpCo, in an amount sufficient to cover such cash dividends declared
by us. Deterioration in the financial condition, earnings, or cash flow of
ZoomInfo MidCo LLC and its subsidiaries for any reason could limit or impair
their ability to pay such distributions. In addition, the terms of our financing
arrangements contain covenants that may restrict ZoomInfo MidCo LLC and its
subsidiaries from paying such distributions, subject to certain exceptions.
Further, ZoomInfo MidCo LLC is generally prohibited under Delaware law from
making a distribution to a member to the extent that, at the time of the
distribution, after giving effect to the distribution, liabilities of ZoomInfo
MidCo LLC (with certain exceptions), as applicable, exceed the fair value of its
assets. Subsidiaries of ZoomInfo MidCo LLC are generally subject to similar
legal limitations on their ability to make distributions to ZoomInfo MidCo LLC.
See "Risk Factors - Risks Related to Our Organizational Structure" in Part I,
Item 1A of this Annual Report on Form 10-K.

Our cash flows from operations, borrowing availability, and overall liquidity
are subject to risks and uncertainties. We may not be able to obtain additional
liquidity on reasonable terms, or at all. In addition, our liquidity and our
ability to meet our obligations and to fund our capital requirements are
dependent on our future financial performance, which is subject to general
economic, financial, and other factors that are beyond our control. Accordingly,
our business may not generate sufficient cash flow from operations and future
borrowings may not be available from additional indebtedness or otherwise to
meet our liquidity needs. If we decide to pursue one or more significant
acquisitions, we may incur additional debt or sell additional equity to finance
such acquisitions, which would result in additional expenses or dilution. See
"Risk Factors" in Part I, Item 1A of this Annual Report on Form 10-K.

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Historical Cash Flows

The following table summarizes our cash flows for the periods presented:

                                                               Year Ended December 31,
($ in millions)                                             2021           2020         2019
Net cash provided by (used in) operating activities    $   299.4         $ 169.6      $  44.4
Net cash provided by (used in) investing activities       (695.8)         (113.3)      (736.7)
Net cash provided by (used in) financing activities        439.5           172.2        725.8
Net increase (decrease) in cash and cash equivalents   $    43.1         $ 228.5      $  33.5

Cash Flows from (used in) Operating Activities

Net cash provided by operations was $299.4 million for the year ended
December 31, 2021 as a result of net income of $94.9 million, adjusted by
non-cash charges of $167.6 million and the change in our operating assets net of
operating liabilities of $36.9 million. The non-cash charges are primarily
comprised of equity-based compensation of $93.0 million, depreciation and
amortization of $69.3 million, amortization of deferred commission costs of
$41.7 million, partially offset by tax receivable agreement remeasurement of
$39.5 million and deferred income taxes of $14.5 million. The change in
operating assets net of operating liabilities was primarily the result of an
increase in unearned revenue of $131.4 million and an increase in accrued
expenses and other liabilities of $32.5 million, largely offset by an increase
in accounts receivable of $66.1 million, and an increase in deferred costs and
other assets of $53.4 million.

Net cash provided by operations was $169.6 million for the year ended
December 31, 2020 as a result of a net loss of $36.4 million, adjusted by
non-cash charges of $201.5 million and a change in our operating assets net of
operating liabilities of $4.5 million. The non-cash charges are primarily
comprised of depreciation and amortization of $50.8 million, equity-based
compensation of $121.6 million, loss on early extinguishment of debt of $14.9
million, and amortization of deferred commissions cost of $25.1 million,
partially offset by tax receivable agreement measurement of $15.7 million. The
change in operating assets net of operating liabilities was primarily the result
of an increase in unearned revenue of $60.1 million, and an increase in accrued
expenses and other liabilities of $21.9 million, largely offset by an increase
in deferred costs and other assets of $40.0 million and an increase in accounts
receivable of $32.9 million.

Net cash provided by operations was $44.4 million for the year ended
December 31, 2019 as a result of a net loss of $78.0 million, adjusted by
non-cash charges of $93.8 million and a change in our operating assets net of
operating liabilities of $28.6 million. The non-cash charges are primarily
comprised of depreciation and amortization of $48.7 million, equity-based
compensation of $25.1 million, and loss of early extinguishment of $9.4 million.
The change in operating assets net of operating liabilities was primarily the
result of an increase in unearned revenue of $71.9 million and an increase in
accrued expenses and other liabilities of $18.2 million, partially offset by an
increase in accounts receivable of $34.5 million and in deferred costs and other
assets of $27.8 million.

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Restructuring and transaction-related cash costs for the year ended December 31,
2021 primarily related to 2021 acquisitions transaction costs and entity
conversions tax payments, which are not expected to reoccur. However, we may
continue to make future acquisitions as part of our business strategy which may
require the use of capital resources and drive additional future restructuring
and transaction-related cash expenditures as well as integration and
acquisition-related compensation cash costs. During the years ended December 31,
2021, 2020, and 2019, we incurred the following cash expenditures:

                                                                          Year Ended December 31,
(in millions)                                                   2021                  2020                2019
Cash interest expense                                    $      33.3

$ 66.5 $ 95.0 Restructuring and transaction-related expenses paid in cash(a)

$      24.2              $     13.1          $     12.8
Integration costs and acquisition-related compensation
paid in cash(b)                                          $      13.7              $     11.3          $     15.0


__________________
(a)Represents cash payments directly associated with acquisition or disposal
activities, including employee severance and termination benefits, contract
termination fees and penalties, and other exit or disposal costs. For the year
ended December 31, 2021, these payments related primarily to transaction costs
related to 2021 acquisitions and tax payments related to entity conversions. For
the year ended December 31, 2020, these payments related primarily to the IPO,
including professional fees, severance and acceleration of payments for
terminated employees, and deferred consideration. For the year ended December
31, 2019, these payments related primarily to the acquisition of Pre-Acquisition
ZI, including professional fees, severance and acceleration of payments for
terminated employees, and deferred consideration.
(b)Represents cash payments directly associated with integration activities for
acquisitions and acquisition-related compensation, which includes transaction
bonuses and retention awards. For the year ended December 31, 2021, these
payments related primarily to retention awards from the acquisitions of Clickagy
and Everstring, cash vesting payments from the acquisition of Pre-Acquisition
ZI, as well as professional fees related to 2021 acquisitions. For the year
ended December 31, 2020, these payments related primarily to cash vesting
payments from the acquisition of Pre-Acquisition ZI. For the year ended December
31, 2019, these payments related primarily to activities resulting from the
acquisition of Pre-Acquisition ZI, including consulting and professional
services costs, cash vesting payments (Refer to Note 4 - Business Combinations -
Business Combinations to our audited consolidated financial statements included
in Part II, Item 8 of this Form 10-K), and transaction bonuses and other
compensation, as well as payments of retention awards granted upon the Company's
acquisitions of RainKing and NeverBounce.

Future demands on our capital resources associated with our debt facilities may
also be impacted by changes in reference interest rates and the potential that
we incur additional debt in order to fund additional acquisitions or for other
corporate purposes. Future demands on our capital resources associated with
transaction expenses and restructuring activities and integration costs and
transaction-related compensation will be dependent on the frequency and
magnitude of future acquisitions and restructuring and integration activities
that we pursue. As part of our business strategy, we expect to continue to
pursue acquisitions of, or investments in, complementary businesses from time to
time; however, we cannot predict the magnitude or frequency of such acquisitions
or investments.

Cash Flows from (used in) Investing Activities

Cash used in investing activities for the year ended December 31, 2021 was
$695.8 million, consisting of cash paid for acquisitions of $684.2 million,
purchases of short-term investments of $119.8 million, and purchases of property
and equipment and other assets of $23.6 million, partially offset by proceeds
from sales of short-term investments of $70.5 million, and maturities of
short-term investments of $61.3 million.

Cash used in investing activities for the year ended December 31, 2020 was $113.3 million, consisting of cash paid for acquisitions of $65.9 million, purchases of short-term investments of $30.6 million, and purchases of property and equipment and other assets of $16.8 million.

Cash used in investing activities for the year ended December 31, 2019 was $736.7 million, primarily as a result of cash payments for the acquisition of $723.1 million and purchases of property and equipment and other assets of $13.6 million.

As we continue to grow and invest in our business, we expect to continue to invest in property and equipment and opportunistically pursue acquisitions.

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Cash Flows from (used in) Financing Activities

Cash provided by financing activities for the year ended December 31, 2021 was
$439.5 million, primarily comprised of proceeds from debt of $1,071.8 million,
partially offset by payments on long-term debt of $581.4 million, tax
distributions to equity partners of $19.9 million, payments of debt issuance and
modification costs of $11.6 million, and taxes paid related to net share
settlement of equity awards of $10.4 million.

Cash provided by financing activities for the year ended December 31, 2020 was
$172.2 million, primarily consisting of the IPO proceeds, net of the
underwriters discount, of $1,023.7 million, proceeds from debt of $35.0 million,
partially offset by the redemption of Series A Preferred Units of
$274.2 million, repayment of debt of $510.9 million, purchase of OpCo Units from
Pre-IPO OpCo Unitholders for $47.2 million, payments of deferred consideration
of $24.7 million, payment of IPO issuance costs of $7.2 million, and tax
distributions to equity partners of $9.9 million.

Cash provided by financing activities for the year ended December 31, 2019 was
$725.8 million, primarily as a result of issuance of new debt of $1,220.8
million and the Series A Preferred Unit issuance of $200.2 million, partially
offset by payments on long-term debt of $649.8 million, payment of debt issuance
costs of $16.7 million, and tax distributions to equity partners of
$16.5 million.

Refer to Note 8 - Financing Arrangements to our audited consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information related to each of our borrowings.

Debt Obligations

As of December 31, 2021, the aggregate remaining balance of $600.0 million of
first lien term loans is due, in its entirety, at the contractual maturity date
of February 1, 2026. As of December 31, 2021, the aggregate remaining balance of
$650.0 million of 3.875% Senior Notes is due, in its entirety, at the
contractual maturity date of February 1, 2029. Interest on the Senior Notes is
payable semi-annually in arrears beginning on August 1, 2021. The foregoing
represent the only existing required future debt principal repayment obligations
that will require future uses of the Company's cash.

The first lien term debt has a variable interest rate whereby the Company can
elect to use a Base Rate or the London Interbank Offer Rate ("LIBOR") plus an
applicable rate. The applicable rate is 2.00% for Base Rate loans or 3.00% for
LIBOR Based Loans, depending on the Company's leverage. The first lien revolving
debt has a variable interest rate whereby the Company can elect to use a Base
Rate or the London Interbank Offer Rate ("LIBOR") plus an applicable rate. The
applicable margin is 1.00% to 1.25% for Base Rate loans or 2.00% to 2.25% for
LIBOR Based Loans, depending on the Company's leverage. The effective interest
rate on the first lien debt was 3.41% and 4.30% as of December 31, 2021 and
December 31, 2020, respectively.

Our total net leverage ratio to Adjusted EBITDA is defined as total contractual
maturity of outstanding indebtedness less cash and cash equivalents, restricted
cash, and short-term investments, divided by trailing twelve months Adjusted
EBITDA. Adjusted EBITDA for the 12 months ended December 31, 2021 was $318.2
million. Our total net leverage ratio to Adjusted EBITDA as of December 31, 2021
was 2.9x.

Our consolidated first lien net leverage ratio is defined in our First Lien
Credit Agreement as total contractual maturity of outstanding First Lien
indebtedness less cash and cash equivalents and short-term investments, divided
by trailing twelve months Cash EBITDA (defined as Consolidated EBITDA in our
Credit Agreements). Cash EBITDA differs from Adjusted EBITDA due to certain
defined add-backs, including cash generated from changes in unearned revenue;
see table below for reconciliation. Cash EBITDA for the 12 months ended
December 31, 2021 was $444.6 million. Our consolidated first lien net leverage
ratio as of December 31, 2021 was 0.6x.

Our total net leverage ratio to Cash EBITDA (defined as Consolidated EBITDA in
our Credit Agreements) is defined as total contractual maturity of outstanding
indebtedness less cash and cash equivalents, restricted cash, and short-term
investments, divided by trailing twelve months Cash EBITDA. Cash EBITDA for the
12 months ended December 31, 2021 was $444.6 million. Our total net leverage
ratio to Cash EBITDA as of December 31, 2021 was 2.1x.

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                                                                          Trailing Twelve Months as of
(in millions)                                                                   December 31, 2021
Net income (loss)                                                        $                       94.9
Add (less): Expense (benefit) from income taxes                                                   6.1
Add: Interest expense, net                                                                       43.9
Add: Loss on debt modification and extinguishment                                                 7.7
Add: Depreciation                                                                                13.7
Add: Amortization of acquired technology                                                         35.3
Add: Amortization of other acquired intangibles                                                  20.3
EBITDA                                                                                          222.0
Add (less): Other expense (income), net (a)                                                     (39.3)

Add: Impact of fair value adjustments to acquired unearned revenue(b)

                       4.6
Add: Equity-based compensation expense                                                           93.0

Add: Restructuring and transaction related expenses (excluding depreciation)(c)

                                                                                 21.6
Add: Integration costs and acquisition-related expenses(d)                                       16.4
Adjusted EBITDA                                                                                 318.2
Add: Unearned revenue adjustment                                                                126.7
Add: Pro forma cost savings                                                                       3.4
Add (less): Cash rent adjustment                                                                  1.5
Add (less): Pre-Acquisition EBITDA                                                               (6.1)
Add (less): Other lender adjustments                                                              0.8
Cash EBITDA                                                              $                      444.6


__________________
(a)Primarily represents revaluations on tax receivable agreement liability and
foreign exchange remeasurement gains and losses.
(b)Represents the impact of fair value adjustments to acquired unearned revenue
relating to services billed by an acquired company prior to our acquisition of
that company. These adjustments represent the difference between the revenue
recognized based on management's estimate of fair value of acquired unearned
revenue and the receipts billed prior to the acquisition less revenue recognized
prior to the acquisition.
(c)Represents costs directly associated with acquisition or disposal activities,
including employee severance and termination benefits, contract termination fees
and penalties, and other exit or disposal costs. For the year ended December 31,
2021, this expense related primarily to costs incurred related to 2021
acquisitions and impairment charges related to the Company's Waltham office
relocation.
(d)Represents costs directly associated with integration activities for
acquisitions and acquisition-related compensation, which includes transaction
bonuses and retention awards. For the year ended December 31, 2021, this expense
related primarily to retention awards from the acquisitions of Clickagy and
Everstring, cash vesting payments from the acquisition of Pre-Acquisition ZI,
and professional fees incurred to integrate acquired businesses. This expense is
included in cost of service, sales and marketing expense, research and
development expense, and general and administrative expense as follows:

                                                                             Year Ended December
                                                                                     31,
(in millions)                                                                       2021
Cost of service                                                             $              2.1
Sales and marketing                                                                        6.1
Research and development                                                                   5.8
General and administrative                                                                 2.4
Total integration costs and acquisition-related compensation                $             16.4


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In addition, our credit agreement governing our first lien term loan contains
restrictive covenants that may limit our ability to engage in activities that
may be in our long-term best interest. These restrictive covenants include,
among others, limitations on our ability to pay dividends or make other
distributions in respect of, or repurchase or redeem, capital stock, prepay,
redeem, or repurchase certain debt, make acquisitions, investments, loans, and
advances, or sell or otherwise dispose of assets. Our failure to comply with
those covenants could result in an event of default which, if not cured or
waived, could result in the acceleration of substantially all of our debt. The
Company may be able to incur substantial additional indebtedness in the future.
The terms of the credit agreements governing our first lien term loan limit, but
do not prohibit, the Company from incurring additional indebtedness, and the
additional indebtedness incurred in compliance with these restrictions could be
substantial. These restrictions will also not prevent the Company from incurring
obligations that do not constitute "Indebtedness" as defined in the agreements
governing our indebtedness.

Capital Expenditures

Capital expenditures increased by $6.8 million, or 40%, to $23.6 million in the
year ended December 31, 2021 compared to the year ended December 31, 2020. The
increase reflects increased capital expenditures to support the larger company
and greater capitalization of internal development costs.

Capital expenditures increased by $3.2 million, or 24%, to $16.8 million in the
year ended December 31, 2020 compared to the year ended December 31, 2019. The
increase reflects increased capital expenditures to support the larger company
and greater capitalization of internal development costs.





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Tax Receivable Agreements

We have entered into two tax receivable agreements. We entered into (i) the
Exchange Tax Receivable Agreement with certain of our Pre-IPO OpCo Unitholders
and (ii) the Reorganization Tax Receivable Agreement with the Pre-IPO Blocker
Holders. These tax receivable agreements provide for the payment by members of
the ZoomInfo Tax Group to such Pre-IPO Owners and certain Pre-IPO HoldCo
Unitholders of 85% of the benefits, if any, that the ZoomInfo Tax Group is
deemed to realize (calculated using certain assumptions) as a result of certain
tax attributes and benefits covered by the tax receivable agreements. The
Exchange Tax Receivable Agreement provides for the payment by members of the
ZoomInfo Tax Group to certain Pre-IPO OpCo Unitholders and certain Pre-IPO
HoldCo Unitholders of 85% of the benefits, if any, that the ZoomInfo Tax Group
is deemed to realize (calculated using certain assumptions) as a result of (i)
the ZoomInfo Tax Group's allocable share of existing tax basis acquired in the
IPO and (ii) increases in the ZoomInfo Tax Group's allocable share of existing
tax basis and tax basis adjustments that will increase the tax basis of the
tangible and intangible assets of the ZoomInfo Tax Group as a result of sales or
exchanges of OpCo Units for shares of Class A common stock after the IPO, and
certain other tax benefits, including tax benefits attributable to payments
under the Exchange Tax Receivable Agreement. The Reorganization Tax Receivable
Agreement provides for the payment by ZoomInfo Intermediate Inc. to Pre-IPO
Blocker Holders and certain Pre-IPO HoldCo Unitholders of 85% of the benefits,
if any, that the ZoomInfo Tax Group is deemed to realize (calculated using
certain assumptions) as a result of the ZoomInfo Tax Group's utilization of
certain tax attributes of the Blocker Companies (including the ZoomInfo Tax
Group's allocable share of existing tax basis acquired in the Reorganization
Transactions), and certain other tax benefits, including tax benefits
attributable to payments under the Reorganization Tax Receivable Agreement. In
each case, these increases in existing tax basis and tax basis adjustments
generated over time may increase (for tax purposes) the ZoomInfo Tax Group's
depreciation and amortization deductions and, therefore, may reduce the amount
of tax that the ZoomInfo Tax Group would otherwise be required to pay in the
future, although the IRS may challenge all or part of the validity of that tax
basis, and a court could sustain such a challenge. The ZoomInfo Tax Group's
allocable share of existing tax basis acquired in the IPO and the increase in
the ZoomInfo Tax Group's allocable share of existing tax basis and the tax basis
adjustments upon exchanges of OpCo Units for shares of Class A common stock may
also decrease gains (or increase losses) on future dispositions of certain
capital assets to the extent tax basis is allocated to those capital assets. The
payment obligations under the tax receivable agreements are an obligation of
members of the ZoomInfo Tax group, but not of ZoomInfo OpCo. The ZoomInfo Tax
Group expects to benefit from the remaining 15% of realized cash tax benefits.
For purposes of the tax receivable agreements, the realized cash tax benefits
will be computed by comparing the actual income tax liability of the ZoomInfo
Tax Group (calculated with certain assumptions) to the amount of such taxes that
the ZoomInfo Tax Group would have been required to pay had there been no
existing tax basis, no anticipated tax basis adjustments of the assets of the
ZoomInfo Tax Group as a result of exchanges and no utilization of certain tax
attributes of the Blocker Companies (including the Blocker Companies' allocable
share of existing tax basis), and had ZoomInfo Intermediate Inc. not entered
into the tax receivable agreements. The term of each tax receivable agreement
will continue until all such tax benefits have been utilized or expired, unless
(i) ZoomInfo Intermediate Inc. exercises its right to terminate one or both tax
receivable agreements for an amount based on the agreed payments remaining to be
made under the agreement, (ii) ZoomInfo Intermediate Inc. breaches any of its
material obligations under one or both tax receivable agreements in which case
all obligations (including any additional interest due relating to any deferred
payments) generally will be accelerated and due as if ZoomInfo Intermediate Inc.
had exercised its right to terminate the tax receivable agreements, or (iii)
there is a change of control of ZoomInfo Intermediate Inc., in which case the
Pre-IPO Owners may elect to receive an amount based on the agreed payments
remaining to be made under the agreement determined as described above in clause
(i). Estimating the amount of payments that may be made under the tax receivable
agreements is by its nature imprecise, insofar as the calculation of amounts
payable depends on a variety of factors. The amount of existing tax basis and
the anticipated tax basis adjustments, as well as the amount and timing of any
payments under the tax receivable agreements, will vary depending upon a number
of factors, including our blended federal and state tax rate and the amount and
timing of our income.

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We expect that as a result of the size of the ZoomInfo Tax Group's allocable
share of existing tax basis acquired in the IPO, the increase in the ZoomInfo
Tax Group's allocable share of existing tax basis and the tax basis adjustment
of the tangible and intangible assets of the ZoomInfo Tax Group upon the
exchange of OpCo Units for shares of Class A common stock and our possible
utilization of certain tax attributes, the payments that ZoomInfo Intermediate
Inc. may make under the tax receivable agreements will be substantial. As of
December 31, 2021, the Company had a liability of $3,056.4 million related to
its projected obligations under the Tax Receivable Agreements in connection with
the Reorganization Transactions and OpCo Units. The payments under the tax
receivable agreements are not conditioned upon continued ownership of us by the
exchanging holders of OpCo Units. Refer to Note 18 - Tax Receivable Agreements
to our audited consolidated financial statements included in Part II Item 8 of
this Form 10-K for additional information.

Contractual Obligations and Commitments

The following table summarizes our material contractual obligations as of December 31, 2021 and the years in which these obligations are due:

Payments due by Period

                                                          Less than one     

One to three Three to five Greater than (in millions)

                             Total               year                years               years             five years
Long-term indebtedness(1)              $ 1,250.0          $        -        

$ - $ 600.0 $ 650.0 Operating leases(2)

                         87.4                 6.9                29.7                15.0                 35.8
Deferred consideration and employee
compensation(3)                              5.0                 5.0                   -                   -                    -
Purchase obligations(4)                     70.9                20.0                50.9                   -                    -
Total contractual obligations          $ 1,413.3          $     31.9

$ 80.6 $ 615.0 $ 685.8

__________________

(1)Includes future principal payments on long-term indebtedness through the
scheduled maturity dates thereof. Indebtedness is discussed in Note 8 -
Financing Arrangements to our audited consolidated financial statements included
in Part II, Item 8 of this Form 10-K. Interest incurred on amounts we borrow is
based on relative borrowing levels, fluctuations in the variable interest rates,
and the spread we pay over those interest rates. As such, we are unable to
quantify our future obligations relating to interest and therefore no amounts
have been included in the above table.
(2)Represents future payments on existing operating leases through the scheduled
expiration dates thereof. This amount excludes lease agreements executed after
December 31, 2021.
(3)Includes deferred consideration and employee compensation related to the
Insent and RingLead acquisitions at the currently estimated payout amounts,
undiscounted. Acquisitions and related deferred consideration are discussed in
Note 11 - Commitments and Contingencies to our audited consolidated financial
statements included in Part II, Item 8 of this Form 10-K. Estimated contingent
consideration is subject to change depending on results of factors each
arrangement is based on.
(4)Primarily relates to third-party cloud hosting and software as a service
arrangements.

The amounts included in the table above represent agreements that are
enforceable and legally binding; any obligations under contracts that we can
cancel without significant penalty are not included here. The ultimate timing of
these liabilities cannot be determined; therefore, we have excluded these
amounts from the contractual obligations table above. Purchase orders issued in
the ordinary course of business are not included in the table above as they
represent authorizations to purchase the items rather than binding agreements.
However, if such claims arise in the future, they could have a material effect
on our financial position, results of operations, and cash flows.

The payments that we may be required to make under the tax receivable agreements
that we entered into may be significant and are not reflected in the contractual
obligations tables set forth above, as we are currently unable to estimate the
amounts and timing of the payments that may be due thereunder.

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Critical Accounting Policies and Estimates

Our consolidated financial statements and accompanying notes are prepared in
accordance with accounting principles generally accepted in the United States of
America ("U.S. GAAP"). Our critical accounting policies are those that we
believe have the most significant impact to the presentation of our financial
position and results of operations and that require the most difficult,
subjective, or complex judgments. In many cases, the accounting treatment of a
transaction is specifically dictated by U.S. GAAP with no need for the
application of judgment.

In certain circumstances, however, the preparation of consolidated financial
statements in conformity with U.S. GAAP requires us to make certain estimates,
judgments, and assumptions that effect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities as of the date
of the consolidated financial statements, as well as the reported amounts of
revenue and expenses during the reporting period.

While our significant accounting policies are more fully described in Note 2 -
Basis of Presentation and Summary of Significant Accounting Policies to our
audited consolidated financial statements included in Part II, Item 8 of this
Form 10-K, we believe the following topics reflect our critical accounting
policies and our more significant judgment and estimates used in the preparation
of our financial statements.

Revenue Recognition

We derive revenue primarily from subscription services. Our subscription
services consist of our SaaS applications and related access to our databases.
Subscription contracts are generally based on the number of users that access
our applications, the level of functionality that they can access, and the
amount of data that a customer integrates with their systems. Our subscriptions
contracts typically have a term of one to three years and are non-cancelable. We
typically bill for services annually, semi-annually, or quarterly in advance of
delivery.

We account for revenue contracts with customers using the following steps: (i)
identification of contracts with customers, (ii) identification of distinct
performance obligations in the contract, (iii) determination of contract
transaction price, (iv) allocation of contract transaction price to the
performance obligations, and (v) determination of revenue recognition based on
the timing of satisfaction of the performance obligation(s).

We recognize revenue for subscription contracts on a ratable basis over the
contract term based on the number of calendar days in each period, beginning on
the date that our service is made available to the customer. Unearned revenue
results from revenue amounts billed to customers in advance or cash received
from customers in advance of the satisfaction of performance obligations.

Business Combinations

We allocate the purchase consideration to the tangible assets acquired,
liabilities assumed, and intangible assets acquired based on their estimated
fair values. The purchase price is determined based on the fair value of the
assets transferred, liabilities assumed, and equity interests issued, after
considering any transactions that are separate for the business combination. The
excess of fair value of purchase consideration over the fair values of the
identifiable assets and liabilities is recorded as goodwill. Such valuations
require management to make significant estimates and assumptions, especially
with respect to intangible assets and contingent liabilities. Significant
estimates in valuing certain intangible assets include, but are not limited to,
future expected cash flows from acquired customer bases, acquired technology and
acquired trade names, useful lives, royalty rates, and discount rates.

The estimates are inherently uncertain and subject to refinement during the
measurement period for an acquisition, which may last up to one year from the
acquisition date. During the measurement period, we may record adjustments to
the fair value of tangible and intangible assets acquired and liabilities
assumed, with a corresponding offset to goodwill. After the conclusion of the
measurement period or the final determination of the fair value of assets
acquired or liabilities assumed, whichever comes first, any subsequent
adjustments are recorded to earnings.

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In addition, uncertain tax positions and tax related valuation allowances
assumed in connection with a business combination are initially estimated as of
the acquisition date. We re-evaluate these items based upon the facts and
circumstances that existed as of the acquisition date, with any adjustments to
our preliminary estimates being recorded to goodwill, provided that the timing
is within the measurement period. Subsequent to the measurement period, changes
to uncertain tax positions and tax related valuation allowances will be recorded
to earnings.

Tax Receivable Agreements

In connection with our IPO, we entered into two Tax Receivable Agreements with
certain non-controlling interest owners (the "TRA Holders"). The TRAs generally
provide for payment by the Company to the TRA Holders of 85% of the net cash
savings, if any, in U.S. federal, state and local income tax or franchise tax
that the Company actually realizes or is deemed to realize in certain
circumstances. The Company will retain the benefit of the remaining 15% of these
net cash savings.

We account for amounts payable under the TRA in accordance with Accounting
Standards Codification ("ASC") Topic 450, Contingencies. As such, subsequent
changes to the measurement of the TRA liability are recognized in the statements
of income as a component of other income (expense), net. As of December 31,
2021, the Company had a liability of $3,056.4 million related to its projected
obligations under the Tax Receivable Agreements in connection with the
Reorganization Transactions and OpCo units exchanged. For the year ended
December 31, 2021, we recognized a TRA remeasurement gain of $39.5 million.
Refer to Note 18 - Tax Receivable Agreements to our audited consolidated
financial statements included in Part II, Item 8 of this Form 10-K for further
details on the TRA liability.

Income Taxes

Deferred taxes are recorded using the asset and liability method, whereby tax
assets and liabilities are determined based on the differences between the
financial statement and tax basis of assets and liabilities using enacted tax
rates in effect for the year in which the differences are expected to reverse.
We regularly evaluate the valuation allowances established for deferred tax
assets for which future realization is uncertain. In assessing the realizability
of deferred tax assets, we consider both positive and negative evidence,
including scheduled reversals of deferred tax assets and liabilities, projected
future taxable income, tax planning strategies and results of recent operations.
If, based on the weight of available evidence, it is more likely than not that
the deferred tax assets will not be realized, a valuation allowance is recorded.

ZoomInfo Intermediate Inc. is a corporation and is subject to U.S. federal as
well as state income tax related to its ownership percentage in ZoomInfo
Holdings LLC. ZoomInfo Holdings LLC is a limited liability company treated as a
partnership for U.S. federal income tax purposes and files a U.S. Return of
Partnership Income. Consequently, the members of ZoomInfo Holdings are taxed
individually on their share of earnings for U.S. federal and state income tax
purposes. During the quarter ended December 31, 2021, our operating entity,
ZoomInfo Technologies LLC, made an election to be taxed as a corporation for
U.S. federal and state income tax purposes. As a result, taxable income from our
operations is no longer expected to flow up to ZoomInfo Technologies Inc.
ZoomInfo Technologies LLC is subject to the Texas Margins Tax. Additionally, our
operations in Canada, India, Israel, and the U.K. are subject to local country
income taxes. Refer to Note 19 - Income Taxes to our audited consolidated
financial statements included in Part II, Item 8 of this Form 10-K for
additional information regarding income taxes.

Changes from Prior Periodic Reports

In this Annual Report on Form 10-K, we have adopted the changes in the disclosure standards included in SEC Release No. 33-10890, "Management's Discussion and Analysis, Selected Financial Data, Supplementary Financial Information."

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Recently Issued Accounting Pronouncements

Refer to Note 2 - Basis of Presentation and Summary of Significant Accounting
Policies to our consolidated financial statements included in Part II, Item 8 of
this Form 10-K regarding recently issued accounting pronouncements.

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