Form 10-Q - Quarterly report [Sections 13 or 15(d)]

Share Name	Share Symbol	Market	Type
Clarivate PLC	NYSE:CLVT	NYSE	Common Stock

	Price Change	% Change	Share Price	High Price	Low Price	Open Price	Shares Traded	Last Trade
	0.31	5.90%	5.56				392	09:16:01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _______

Commission File No. 001-38911

CLARIVATE PLC

(Exact name of registrant as specified in its charter)


Jersey, Channel Islands			N/A
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
70 St. Mary Axe London EC3A 8BE United Kingdom (Address of principal executive offices)			Not applicable (Zip Code)

Registrant’s telephone number, including area code: +44 207 4334000

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary Shares, no par value	CLVT	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of ordinary shares of the Company outstanding as of October 31, 2024, was 710,403,567.

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TABLE OF CONTENTS


			Page
Part I. Financial Information			5
Item 1. Financial Statements (Unaudited)			5
Condensed Consolidated Balance Sheets			5
Condensed Consolidated Statements of Operations			6
Condensed Consolidated Statements of Comprehensive Income (Loss)			7
Condensed Consolidated Statements of Changes in Equity			8
Condensed Consolidated Statements of Cash Flows			10
Notes to the Condensed Consolidated Financial Statements			11
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			23
Item 3. Quantitative and Qualitative Disclosures About Market Risk			31
Item 4. Controls and Procedures			31

Part II. Other Information			32
Item 1. Legal Proceedings			32
Item 1A. Risk Factors			32
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			32
Item 5. Other Information			32
Item 6. Exhibits			33

Signature			33

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Cautionary Note Regarding Forward-Looking Statements

This quarterly report includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions, or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements” within the meaning of the “safe harbor provisions” of the Private Securities Litigation Reform Act of 1995. These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “will,” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this quarterly report and include statements regarding our intentions, beliefs, or current expectations concerning, among other things, anticipated cost savings, results of operations, financial condition, liquidity, prospects, growth, strategies, and the markets in which we operate. Such forward-looking statements are based on available current market material and management’s expectations, beliefs, and forecasts concerning future events impacting us. Factors that may impact such forward-looking statements include:

•our dependence on third parties, including public sources, for data, information, and other services, and our relationships with such third parties;

•increased accessibility to free or relatively inexpensive information sources;

•our ability to compete in the highly competitive industries in which we operate, and potential adverse effects of this competition;

•our ability to maintain high annual renewal rates;

•our ability to leverage artificial intelligence technologies (“AI”) in our products and services, including generative AI, large language models (“LLMs”), machine learning, and other AI tools;

•regulatory and legislative developments affecting our use of AI;

•our ability to obtain, protect, defend, or enforce our intellectual property rights;

•our use of “open source” software in our products and services;

•any significant disruption in or unauthorized access to or breaches of our information technology systems or those of third parties that we utilize in our operations, including those relating to cybersecurity or arising from cyberattacks;

•our ability to maintain revenues if our products and services do not achieve and maintain broad market acceptance, or if we are unable to keep pace with or adapt to rapidly changing technology, evolving industry standards, macroeconomic market conditions, and changing regulatory requirements;

•our loss of, or inability to attract and retain, key personnel;

•our ability to comply with applicable data protection and privacy laws;

•the effectiveness of our business continuity plans;

•our ability to derive fully the anticipated benefits from organic growth, existing or future acquisitions, joint ventures, investments, or dispositions;

•the strength of our brand and reputation;

•our exposure to risk from the international scope of our operations, including potentially adverse tax consequences from the international scope of our operations and our corporate and financing structure;

•our level of indebtedness, which could adversely affect our business, financial condition, and results of operations; and

•other factors beyond our control.

The forward-looking statements contained in this quarterly report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks and uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in Item 1A. Risk Factors of this quarterly report and Item 1A. Risk Factors in our most recently filed annual report on Form 10-K. Should one or more of these risks or uncertainties

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materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws.

Defined Terms and Presentation

We employ a number of defined terms in this quarterly report for clarity and ease of reference, which we have capitalized so that you may recognize them as such. As used throughout this quarterly report, unless otherwise indicated or the context otherwise requires, the terms “Clarivate,” the “Company,” “our,” “us,” and “we” refer to Clarivate Plc and its consolidated subsidiaries.

Unless otherwise indicated, dollar amounts throughout this quarterly report are presented in millions of dollars, except for per share amounts.

Website and Social Media Disclosure

We use our website (www.clarivate.com) and corporate social media accounts on Facebook, X, and LinkedIn (@Clarivate) as routine channels of distribution of company information, including news releases, analyst presentations, and supplemental financial information, as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, investors should monitor our website and our corporate Facebook, X, and LinkedIn accounts in addition to following press releases, SEC filings, and public conference calls and webcasts. Additionally, we provide notifications of news or announcements as part of our investor relations website. Investors and others can receive notifications of new information posted on our investor relations website in real time by signing up for email alerts.

None of the information provided on our website, in our press releases, public conference calls, and webcasts, or through social media channels is incorporated into, or deemed to be a part of, this quarterly report or in any other report or document we file with or furnish to the SEC, and any references to our website or our social media channels are intended to be inactive textual references only.

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PART I. Financial Information

Item 1. Financial Statements.

CLARIVATE PLC

Condensed Consolidated Balance Sheets (Unaudited)



(In millions)	September 30, 2024		December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents, including restricted cash	$	388.5	$	370.7

Accounts receivable, net	771.8		908.3
Prepaid expenses	97.7		88.5
Other current assets	81.1		68.0
Assets held for sale	—		26.7
Total current assets	1,339.1		1,462.2
Property and equipment, net	47.3		51.6
Other intangible assets, net	8,726.7		9,006.6
Goodwill	1,736.8		2,023.7
Other non-current assets	71.8		60.8
Deferred income taxes	50.8		46.7
Operating lease right-of-use assets	58.1		55.2
Total assets	$	12,030.6	$	12,706.8
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	126.5	$	144.1
Accrued compensation	111.7		126.5
Accrued expenses and other current liabilities	375.1		315.2
Current portion of deferred revenues	890.2		983.1
Current portion of operating lease liability	22.1		24.4
Liabilities held for sale	—		6.7
Total current liabilities	1,525.6		1,600.0
Long-term debt	4,632.5		4,721.1

Non-current portion of deferred revenues	21.6		38.7
Other non-current liabilities	52.5		41.9
Deferred income taxes	227.0		249.6
Operating lease liabilities	57.9		63.2
Total liabilities	6,517.1		6,714.5
Commitments and contingencies (Note 14)
Shareholders' equity:
Preferred Shares, no par value; 14.4 shares authorized; 5.25% Mandatory Convertible Preferred Shares, Series A, zero and 14.4 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively	—		1,392.6
Ordinary Shares, no par value; unlimited shares authorized; 710.3 and 666.1 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively	13,069.0		11,740.5

Accumulated other comprehensive loss	(433.8)		(495.3)
Accumulated deficit	(7,121.7)		(6,645.5)
Total shareholders' equity	5,513.5		5,992.3
Total liabilities and shareholders' equity	$	12,030.6	$	12,706.8

The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.

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CLARIVATE PLC

Condensed Consolidated Statements of Operations (Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions, except per share data)	2024		2023		2024		2023
Revenues	$	622.2	$	647.2	$	1,893.7	$	1,945.1
Operating expenses:
Cost of revenues	210.1		220.6		641.5		674.8
Selling, general and administrative costs	169.7		171.9		546.8		559.3
Depreciation and amortization	177.2		176.8		541.0		527.5
Goodwill and intangible asset impairments	13.8		—		316.6		135.2
Restructuring and other impairments	4.0		3.7		14.2		25.3
Other operating expense (income), net	25.7		(13.0)		46.9		(30.5)
Total operating expenses	600.5		560.0		2,107.0		1,891.6
Income (loss) from operations	21.7		87.2		(213.3)		53.5
Fair value adjustment of warrants	—		(12.6)		(5.2)		(14.4)
Interest expense, net	72.2		71.9		213.5		218.5
Income (loss) before income taxes	(50.5)		27.9		(421.6)		(150.6)
Provision (benefit) for income taxes	15.1		15.6		23.3		(83.3)
Net income (loss)	(65.6)		12.3		(444.9)		(67.3)
Dividends on preferred shares	—		18.9		31.3		56.3
Net income (loss) attributable to ordinary shares	$	(65.6)	$	(6.6)	$	(476.2)	$	(123.6)

Per share:
Basic	$	(0.09)	$	(0.01)	$	(0.69)	$	(0.18)
Diluted	$	(0.09)	$	(0.01)	$	(0.69)	$	(0.18)

Weighted average shares used to compute earnings per share:
Basic	718.7		670.9		690.5		673.9
Diluted	718.7		670.9		690.5		673.9

The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.

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CLARIVATE PLC

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)


	Three Months Ended September 30,
(In millions)	2024		2023
Net income (loss)	$	(65.6)	$	12.3
Other comprehensive income (loss), net of tax:
Interest rate swaps, net of tax of $(4.4) and $0.3	(13.0)		(0.4)
Defined benefit pension plans	—		(0.1)
Foreign currency translation adjustment	76.2		(169.7)
Other comprehensive income (loss), net of tax	63.2		(170.2)
Comprehensive income (loss)	$	(2.4)	$	(157.9)


	Nine Months Ended September 30,
(In millions)	2024		2023
Net income (loss)	$	(444.9)	$	(67.3)
Other comprehensive income (loss), net of tax:
Interest rate swaps, net of tax of $(3.7) and $(1.4)	(10.8)		(5.5)
Defined benefit pension plans	—		(0.1)
Foreign currency translation adjustment	72.3		13.7
Other comprehensive income (loss), net of tax	61.5		8.1
Comprehensive income (loss)	$	(383.4)	$	(59.2)

The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.

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CLARIVATE PLC

Condensed Consolidated Statements of Changes in Equity (Unaudited)


	Ordinary Shares			Preferred Shares			Accumulated Other Comprehensive Loss	Accumulated Deficit		Total Shareholders’ Equity
(In millions)	Shares	Amount		Shares	Amount
Balance at December 31, 2023	666.1	$	11,740.5	14.4	$	1,392.6		$	(495.3)	$	(6,645.5)	$	5,992.3
Vesting of restricted stock units	3.3	—		—	—			—		—		—
Share-based award activity	(1.2)	6.9		—	—			—		—		6.9
Dividends to preferred shareholders	—	—		—	—			—		(18.8)		(18.8)
Net income (loss)	—	—		—	—			—		(75.0)		(75.0)
Other comprehensive income (loss)	—	—		—	—			(17.0)		—		(17.0)
Balance at March 31, 2024	668.2	$	11,747.4	14.4	$	1,392.6		$	(512.3)	$	(6,739.3)	$	5,888.4
Vesting of restricted stock units	0.7	—		—	—			—		—		—
Share-based award activity	(0.1)	17.7		—	—			—		—		17.7
Conversion of preferred shares into ordinary shares	55.3	1,392.6		(14.4)	(1,392.6)			—		—		—
Dividends to preferred shareholders	—	—		—	—			—		(12.5)		(12.5)
Net income (loss)	—	—		—	—			—		(304.3)		(304.3)
Other comprehensive income (loss)	—	—		—	—			15.3		—		15.3
Balance at June 30, 2024	724.1	$	13,157.7	—	$	—		$	(497.0)	$	(7,056.1)	$	5,604.6
Vesting of restricted stock units	2.1	—		—	—			—		—		—
Share-based award activity	(0.7)	11.3		—	—			—		—		11.3
Repurchase and retirement of ordinary shares	(15.2)	(100.0)		—	—			—		—		(100.0)
Net income (loss)	—	—		—	—			—		(65.6)		(65.6)
Other comprehensive income (loss)	—	—		—	—			63.2		—		63.2
Balance at September 30, 2024	710.3	$	13,069.0	—	$	—		$	(433.8)	$	(7,121.7)	$	5,513.5

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CLARIVATE PLC

Condensed Consolidated Statements of Changes in Equity (Unaudited)


	Ordinary Shares			Preferred Shares			Accumulated Other Comprehensive Loss	Accumulated Deficit		Total Shareholders’ Equity
(In millions)	Shares	Amount		Shares	Amount
Balance at December 31, 2022	674.4	$	11,744.7	14.4	$	1,392.6		$	(665.9)	$	(5,658.9)	$	6,812.5

Vesting of restricted stock units	1.8	—		—	—			—		—		—
Share-based award activity	(0.6)	33.7		—	—			—		—		33.7
Dividends to preferred shareholders	—	—		—	—			—		(18.8)		(18.8)
Net income (loss)	—	—		—	—			—		43.5		43.5
Other comprehensive income (loss)	—	—		—	—			88.4		—		88.4
Balance at March 31, 2023	675.6	$	11,778.4	14.4	$	1,392.6		$	(577.5)	$	(5,634.2)	$	6,959.3
Vesting of restricted stock units	0.8	—		—	—			—		—		—
Share-based award activity	(0.3)	30.8		—	—			—		—		30.8
Dividends to preferred shareholders	—	—		—	—			—		(18.6)		(18.6)
Net income (loss)	—	—		—	—			—		(123.1)		(123.1)
Other comprehensive income (loss)	—	—		—	—			89.9		—		89.9
Balance at June 30, 2023	676.1	$	11,809.2	14.4	$	1,392.6		$	(487.6)	$	(5,775.9)	$	6,938.3
Vesting of restricted stock units	2.4	—		—	—			—		—		—
Share-based award activity	(0.8)	20.6		—	—			—		—		20.6
Repurchase and retirement of ordinary shares	(13.8)	(100.0)		—	—			—		—		(100.0)


Dividends to preferred shareholders	—	—		—	—			—		(18.9)		(18.9)
Net income (loss)	—	—		—	—			—		12.3		12.3
Other comprehensive income (loss)	—	—		—	—			(170.2)		—		(170.2)
Balance at September 30, 2023	663.9	$	11,729.8	14.4	$	1,392.6		$	(657.8)	$	(5,782.5)	$	6,682.1

The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.

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CLARIVATE PLC

Condensed Consolidated Statements of Cash Flows (Unaudited)


	Nine Months Ended September 30,
(In millions)	2024		2023
Cash Flows From Operating Activities
Net income (loss)	$	(444.9)	$	(67.3)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	541.0		527.5
Share-based compensation	48.9		97.1
Restructuring and other impairments, including goodwill	314.5		138.9


Gain on legal settlement	—		(49.4)
Deferred income taxes	(28.8)		(51.3)
Amortization of debt issuance costs	11.1		12.9
Other operating activities	36.1		2.4
Changes in operating assets and liabilities:
Accounts receivable	148.2		110.3
Prepaid expenses	(8.5)		(10.6)
Other assets	(9.8)		19.5
Accounts payable	(16.5)		(2.4)
Accrued expenses and other current liabilities	22.1		(33.8)
Deferred revenues	(102.3)		(56.9)
Operating leases, net	(7.8)		(6.2)
Other liabilities	2.0		(77.4)
Net cash provided by operating activities	505.3		553.3
Cash Flows From Investing Activities
Capital expenditures	(206.9)		(178.6)
Payments for acquisitions, net of cash acquired	(32.0)		(2.3)
Proceeds from divestitures, net of cash divested	(19.2)		10.5
Net cash provided by (used for) investing activities	(258.1)		(170.4)
Cash Flows From Financing Activities


Principal payments on term loans	(58.1)		(150.0)

Payment of debt issuance costs and discounts	(20.1)		0.1



Repurchases of ordinary shares	(100.0)		(100.0)
Cash dividends on preferred shares	(37.7)		(56.7)

Payments related to finance lease	(0.7)		(0.8)
Payments related to tax withholding for share-based compensation	(13.9)		(14.8)
Net cash provided by (used for) financing activities	(230.5)		(322.2)
Effects of exchange rates	1.1		(10.3)
Net change in cash and cash equivalents, including restricted cash	17.8		50.4
Cash and cash equivalents, including restricted cash, beginning of period	370.7		356.8
Cash and cash equivalents, including restricted cash, end of period	$	388.5	$	407.2

The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions or as otherwise noted)

Note 1: Nature of Operations and Summary of Significant Accounting Policies

Clarivate Plc (“Clarivate,” “us,” “we,” “our,” or the “Company”) is a public limited company incorporated under the laws of Jersey, Channel Islands.

We are a provider of proprietary and comprehensive information, analytics, professional services, and workflow software that enable users across government and academic institutions, life science and healthcare companies, corporations, and law firms to power the entire innovation lifecycle, from cultivating curiosity to protecting the world’s critical intellectual property assets. We have three reportable segments: Academia & Government (“A&G”), Intellectual Property (“IP”), and Life Sciences & Healthcare (“LS&H”). Our segment structure is organized based on the products we offer and the markets they serve. For additional information on our reportable segments, see Note 13 - Segment Information.

Basis of Presentation

The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and include our accounts and the accounts of our wholly owned subsidiaries. In our opinion, these interim statements reflect all adjustments necessary to a fair statement of the results for the periods presented, and such adjustments are of a normal, recurring nature. Results from interim periods should not be considered indicative of results for the full year. The financial statements included herein should be read in conjunction with the financial statements and notes included in our Form 10-K for the year ended December 31, 2023. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. All significant intercompany transactions and balances have been eliminated in consolidation.

Certain reclassifications of prior period amounts have been made to conform to the current period presentation.

Significant Accounting Policies

Our significant accounting policies are those that we believe are important to the portrayal of our financial condition and results of operations, as well as those that involve significant judgments or estimates about matters that are inherently uncertain. There have been no material changes to the significant accounting policies discussed in Note 1 - Nature of Operations and Summary of Significant Accounting Policies included in Part II, Item 8 of our annual report on Form 10-K for the year ended December 31, 2023.

Recently Issued Accounting Standards

In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Improvements to Reportable Segment Disclosures, which requires disclosure of incremental segment information on an annual and interim basis. The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 on a retrospective basis. We do not expect that the adoption of this ASU will have a material impact on our consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which is designed to provide greater income tax disclosure transparency by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. The amendments in this update are effective for fiscal years beginning after December 15, 2024 on a prospective basis. Early adoption is permitted. We are currently assessing the impact of this update on our related disclosures.

Note 2: Acquisitions and Divestitures

During the second quarter of 2023, we entered into a commercial agreement to sell a small product group within our IP segment for approximately $34, payable in annual installments over ten years. The fair value of this contingent consideration receivable is $28.2 as of September 30, 2024, of which almost all is classified as Other non-current assets in the Condensed Consolidated Balance Sheets. We will remeasure the fair value of contingent consideration on a recurring basis and record adjustments, as needed, based on the length of time remaining under the commercial agreement and changes in the amount to be realized each year based on actual financial results. Changes in fair value measurement of the contingent consideration is based on Level 3 inputs. The transaction closed on April 1, 2024 and a loss of $14.8 was recognized in connection with the sale, which is included in Other operating expense (income), net in the Condensed Consolidated Statements of Operations.

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions or as otherwise noted)

Prior to the held-for-sale determination and accompanying impairment testing as of June 30, 2023, the carrying amount of the expected assets to be disposed of consisted almost entirely of purchase-related identifiable customer relationship intangible assets of approximately $158. These intangible assets were reduced to estimated fair value of $26.1 based on the estimated present value of the consideration to be paid over ten years. The related impairment charge of $132.2 is included in Goodwill and intangible asset impairments in the Condensed Consolidated Statements of Operations for the nine months ended September 30, 2023.

On October 25, 2024, in connection with streamlining our A&G portfolio and focusing our efforts around our core A&G business assets, we entered into a commercial agreement to sell our ScholarOne business for $110.0 payable in cash at the closing of the transaction and a potential earnout payable in cash that we estimate may approach $20.0 contingent on the achievement of certain financial metrics through 2030. The sale is expected to close during the fourth quarter of 2024.

Note 3: Revenue

We derive revenue through subscriptions to our product offerings, re-occurring contracts in our IP segment, and transactional sales that are typically quoted on a product, data set, or project basis.

•Subscription-based revenues are recurring revenues that we typically earn under annual contracts, pursuant to which we license the right to use our products to our customers or provide maintenance services over a contractual term. We invoice and collect the subscription fee at the beginning of the subscription period. For multi-year agreements, we generally invoice customers annually at the beginning of each annual coverage period. Cash received or receivable in advance of completing the performance obligations is included in deferred revenue. We recognize subscription revenue ratably over the contract term as the access or service is provided.

•Re-occurring revenues are derived solely from the patent and trademark maintenance services provided by our IP segment. Patents and trademarks are renewed regularly, and our services help customers maintain and protect those patents and trademarks in multiple jurisdictions around the world. Because of the re-occurring nature of the patent and trademark lifecycle, our customer base engages us to manage the renewal process on their behalf. These contracts typically include evergreen clauses or are multi-year agreements. We invoice and recognize revenue upon delivery of the service.

•Transactional and other revenues are earned for specific deliverables that are typically quoted on a product, data set, or project basis. Transactional and other revenues include content sales (including single-document and aggregated collection sales), consulting engagements, and other professional services such as software implementation services. We typically invoice and record revenue for this revenue stream upon delivery of the product, data set, or project, although for longer software implementation projects, we will periodically invoice and recognize revenue in connection with the completion of related performance obligations.

The following table presents our revenues disaggregated by transaction type (see Note 13 - Segment Information for our revenues disaggregated by segment):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Subscription revenues	$	411.1	$	408.1	$	1,219.8	$	1,207.3
Re-occurring revenues	106.7		106.8		317.8		325.5
Transactional and other revenues	104.4		132.3		356.1		412.3
Revenues	$	622.2	$	647.2	$	1,893.7	$	1,945.1

The following table presents our contract balances:


	September 30, 2024	December 31, 2023
Accounts receivable, net	771.8	908.3

Current portion of deferred revenues	890.2	983.1
Non-current portion of deferred revenues	21.6	38.7

During the nine months ended September 30, 2024, we recognized revenues of $778.1 attributable to deferred revenues recorded at the beginning of the period, primarily consisting of subscription revenues recognized ratably over the contract term.

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions or as otherwise noted)

Our remaining performance obligations are included in the current or non-current portion of deferred revenues on the Condensed Consolidated Balance Sheets. The majority of these obligations relate to customer contracts where we license the right to use our products or provide maintenance services over a contractual term, generally one year or less.

Note 4: Other Intangible Assets, Net and Goodwill

Other intangible assets, net

The following table is a summary of the gross carrying amounts and accumulated amortization of our identifiable intangible assets by major class:


	September 30, 2024						December 31, 2023
	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net
Customer relationships	$	7,850.2	$	(1,445.1)	$	6,405.1	$	7,819.9	$	(1,177.2)	$	6,642.7
Technology and content	2,858.8		(1,190.3)		1,668.5		2,798.3		(1,009.1)		1,789.2
Computer software	1,062.6		(598.5)		464.1		897.9		(516.4)		381.5
Trade names and other	89.5		(57.4)		32.1		88.9		(52.6)		36.3
Definite-lived intangible assets	$	11,861.1	$	(3,291.3)	$	8,569.8	$	11,605.0	$	(2,755.3)	$	8,849.7
Indefinite-lived trade names	156.9		—		156.9		156.9		—		156.9
Other intangible assets, net	$	12,018.0	$	(3,291.3)	$	8,726.7	$	11,761.9	$	(2,755.3)	$	9,006.6

During the three months ended September 30, 2024, and 2023, intangible assets amortization expense was $172.8 and $170.9, respectively, and during the nine months ended September 30, 2024, and 2023, intangible assets amortization expense was $527.2 and $510.3, respectively.

Goodwill

The following table is a summary of the change in the carrying amount of goodwill, both in total and as allocated to our reportable segments:


	A&G		IP		LS&H		Total
Balance as of December 31, 2023	$	1,109.8	$	—	$	913.9	$	2,023.7
Acquisition	—		13.8		15.8		29.6

Goodwill impairment	—		(13.8)		(302.8)		(316.6)
Impact of foreign currency fluctuations	0.1		—		—		0.1
Balance as of September 30, 2024	$	1,109.9	$	—	$	626.9	$	1,736.8

In the second quarter of 2024, primarily due to sustained declines in our share price, we determined that it was appropriate to perform an interim quantitative goodwill impairment assessment. We performed the assessment, consistent with our goodwill impairment testing policy and procedures, by comparing the estimated fair value to the carrying value for both of our segment reporting units carrying a goodwill balance. Based on the quantitative assessment performed, we concluded that the estimated fair value of the A&G reporting unit continues to be substantially in excess of its carrying value. For the LS&H reporting unit, we determined the carrying value exceeded its fair value; consequently, we recorded a goodwill impairment charge of $302.8 in the second quarter of 2024.

In the third quarter of 2024, we recorded $13.8 of goodwill associated with a small acquisition within the IP reporting unit. We recorded an impairment to the goodwill because the IP reporting unit’s fair value was significantly below its carrying value based on the results of our most recent interim quantitative impairment assessment described above.

Note 5: Derivative Instruments

We are exposed to various market risks, including foreign currency exchange rate risk and interest rate risk. We use derivative instruments to manage these risk exposures. We enter into foreign currency contracts and cross-currency swaps to help manage our exposure to foreign currency exchange rate risk, and we use interest rate swaps to mitigate interest rate risk. We assess the fair value of these instruments by considering current and anticipated movements in future interest rates and the relevant currency spot and future rates available in the market. Accordingly, these instruments are classified within Level 2 of the fair value hierarchy.

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions or as otherwise noted)

Interest Rate Swaps

We have interest rate swap arrangements with counterparties to reduce our exposure to variability in cash flows relating to interest payments on our outstanding term loan arrangements. We have designated the interest rate swaps as cash flow hedges of the risk associated with floating interest rates on designated future monthly interest payments. For additional information on our outstanding term loan facility, see Note 6 - Debt. As of September 30, 2024, our outstanding interest rate swaps have an aggregate notional value of $753.7 and mature in October 2026.

The fair value of the interest rate swaps is the estimated amount that we would receive or pay to terminate such agreements, taking into account market interest rates and the remaining time to maturities or using market inputs with mid-market pricing as a practical expedient for bid-ask spread. Changes in fair value are recorded in Accumulated other comprehensive loss (“AOCL”) in the Condensed Consolidated Balance Sheets with a related offset in derivative asset or liability, and the amounts reclassified out of AOCL are recorded to Interest expense, net in the Condensed Consolidated Statements of Operations. Any gain or loss will be subsequently reclassified into net earnings in the same period during which transactions affect earnings, or upon termination of the arrangements. For additional information on changes recorded to AOCL, see Note 7 - Shareholders' Equity. As of September 30, 2024, we estimate that approximately $6.5 of pre-tax gain related to interest rate swaps recorded in AOCL will be reclassified into earnings within the next 12 months.

Cross-Currency Swaps

In July 2023, we entered into a cross-currency swap that matures in 2026 to mitigate foreign currency exposure related to our net investment in various euro-functional-currency consolidated subsidiaries. This swap is designated and qualifies as a net investment hedge. We elected to assess the effectiveness of this net investment hedge based on changes in spot rates and are amortizing the portion of the net investment hedge that was excluded from the assessment of effectiveness over the life of the swap within Interest expense, net in the Condensed Consolidated Statements of Operations. The notional amount of the cross-currency swap associated with euro-denominated subsidiary net investments was €100.0 as of September 30, 2024.

Changes in fair value are recorded in AOCL (as a foreign currency translation adjustment) in the Condensed Consolidated Balance Sheets, with a related offset in derivative asset or liability. Any gain or loss will be subsequently reclassified into net earnings when the hedged net investment is either sold or substantially liquidated. For additional information on changes recorded to AOCL, see Note 7 - Shareholders' Equity.

Foreign Currency Forward Contracts

We periodically enter into foreign currency contracts, which generally do not exceed 180 days in duration, to help manage our exposure to foreign exchange rate risks. We have not designated these contracts as accounting hedges. We initially recognize these contracts at fair value on the execution date and subsequently remeasure the contracts to their fair value at the end of each reporting period. We assess the fair value of these instruments by considering current and anticipated movements in future interest rates and the relevant currency spot and future rates available in the market. We receive third-party valuation reports to corroborate our determination of fair value.

We recognize the associated realized and unrealized gains and losses in Other operating expense (income), net in the Condensed Consolidated Statements of Operations. We recognized a loss (gain) from the fair value adjustment of $(4.2) and $4.0, for the three months ended September 30, 2024 and 2023, respectively, and $(1.9) and $3.7, for the nine months ended September 30, 2024 and 2023, respectively. The notional amount of outstanding foreign currency contracts was $154.0 and $140.5 as of September 30, 2024 and December 31, 2023, respectively.

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Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions or as otherwise noted)

The following table provides information on the location and fair value amounts of our derivative instruments as of September 30, 2024 and December 31, 2023:


	Balance Sheet Classification	September 30, 2024		December 31, 2023
Asset Derivatives
Designated as accounting hedges:
Interest rate swaps	Other current assets	$	—	$	4.1
Interest rate swaps	Other non-current assets	7.4		17.7

Not designated as accounting hedges:
Foreign currency forwards	Other current assets	3.1		1.3

Total Asset Derivatives		$	10.5	$	23.1

Liability Derivatives
Designated as accounting hedges:
Cross-currency swaps	Other non-current liabilities	$	2.9	$	2.0
Not designated as accounting hedges:
Foreign currency forwards	Accrued expenses and other current liabilities	—		0.1
Total Liability Derivatives		$	2.9	$	2.1

Note 6: Debt

The following table summarizes our total indebtedness:


		September 30, 2024			December 31, 2023
Type	Maturity	Effective Interest Rate	Carrying Value		Effective Interest Rate	Carrying Value
Senior Notes	2029	4.875%	921.4		4.875%	921.4
Senior Secured Notes	2028	3.875%	921.2		3.875%	921.2
Senior Secured Notes	2026	4.500%	700.0		4.500%	700.0
Revolving Credit Facility	2029	7.595%	—		8.206%	—
Term Loan Facility	2031	7.595%	2,139.3		8.470%	2,197.4
Finance lease	2036	6.936%	29.6		6.936%	30.3
Total debt outstanding			$	4,711.5		$	4,770.3
Debt discounts and issuance costs			(56.2)			(48.0)
Current portion of long-term debt(1)			(22.8)			(1.2)
Long-term debt			$	4,632.5		$	4,721.1
(1) Included in Accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheets.

Senior Notes (2029) and Senior Secured Notes (2028)

Interest on the Senior Notes due 2029 and the Senior Secured Notes due 2028 is payable semi-annually to holders of record on June 30 and December 30 of each year. The Senior Secured Notes due 2028 are secured on a first-lien pari passu basis with borrowings under our credit facilities and Senior Secured Notes due 2026. Both of these series of Notes are guaranteed on a joint and several basis by each of our indirect subsidiaries that is an obligor or guarantor under our credit facilities and Senior Secured Notes due 2026.

Senior Secured Notes (2026)

Interest on the Senior Secured Notes due 2026 is payable semi-annually to holders of record on May 1 and November 1 of each year. The Senior Secured Notes due 2026 are secured on a first-lien pari passu basis with borrowings under our credit facilities and Senior Secured Notes due 2028. These Notes are guaranteed on a joint and several basis by each of our indirect subsidiaries that is an obligor or guarantor under our credit facilities and are secured on a first-priority basis by the collateral

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions or as otherwise noted)

now owned or hereafter acquired by Camelot Finance S.A. (the issuer) and each of the guarantors that secures the issuer’s and such guarantor’s obligations under our credit facilities (subject to permitted liens and other exceptions).

The Credit Facilities

As further discussed below, in January 2024, we refinanced our existing credit facilities to provide improved financial flexibility, including extending our debt maturities and lowering our annual cash interest costs.

Revolving Credit Facility

Our revolving credit facility provides for revolving loans, same-day borrowings, and letters of credit. Proceeds of loans made under the revolving credit facility may be borrowed, repaid, and reborrowed prior to maturity.

As part of the January 2024 refinancing, we amended our $750.0 revolving credit facility by reducing it to a $700.0 facility (with a letter of credit sublimit of $77.0) and extending the maturity date to January 31, 2029, subject to a “springing” maturity date that is 91 days prior to the maturity date of the Senior Secured Notes due 2026 and the Senior Secured Notes due 2028, but only to the extent that those notes have not been refinanced or extended prior to their original maturity dates. All other terms related to the revolving credit facility were substantively unchanged.

As of September 30, 2024, letters of credit totaling $8.1 were collateralized by the revolving credit facility.

Term Loan Facility

As part of the January 2024 refinancing, we made a prepayment of $47.4 on the existing term loans due in 2026 and then refinanced the remaining term loans with a new $2,150.0 tranche of term loans maturing in 2031. The interest rate margin for the new term loan facility decreased from 300 to 275 basis points per annum in the case of loans bearing interest by reference to term SOFR. The term loans amortize in equal quarterly installments (the first installment was paid on June 28, 2024) equivalent to a rate of 1.00% per annum, with the balance due at maturity.

The carrying value of our variable interest rate debt, excluding unamortized debt issuance costs, approximates fair value due to the short-term nature of the interest rate benchmark rates. The fair value of the fixed rate debt is estimated based on market observable data for debt with similar prepayment features. The fair value of our debt was $4,617.0 and $4,615.3 as of September 30, 2024 and December 31, 2023, respectively, and is considered Level 2 under the fair value hierarchy.

Note 7: Shareholders' Equity

Conversion of Preferred Shares into Ordinary Shares

On June 3, 2024, all 14.4 million outstanding shares of our 5.25% Series A Mandatory Convertible Preferred Shares (“MCPS”) automatically converted into 55.3 million ordinary shares at a conversion rate of 3.8462 ordinary shares per MCPS share. All accumulated preferred dividends were paid prior to the conversion.

Share Repurchase Program

In May 2023, our Board of Directors authorized the purchase of up to $500.0 of our ordinary shares through December 31, 2024. We repurchased approximately 13.8 million ordinary shares for $100.0 at an average price of $7.22 per share during the year ended December 31, 2023 and approximately 15.2 million ordinary shares for $100.0 at an average price of $6.59 per share during the three months ended September 30, 2024. All repurchased shares were immediately retired and restored as authorized but unissued ordinary shares. As of September 30, 2024, we had $300.0 of availability remaining under the share repurchase program.

Accumulated Other Comprehensive Loss (“AOCL”)

The tables below provide information about the changes in AOCL by component and the related amounts reclassified to net earnings during the periods indicated (net of tax). The foreign currency translation adjustment component of AOCL represents the impact of translating foreign subsidiary asset and liability balances from their local currency to USD. The change in both periods below was primarily related to foreign subsidiaries whose local currency is GBP.

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions or as otherwise noted)


	Nine Months Ended September 30, 2024
	Interest rate swaps		Defined benefit pension plans		Foreign currency translation adjustment		Total
Balance as of December 31, 2023	$	16.2	$	0.4	$	(511.9)	$	(495.3)
Other comprehensive income (loss) before reclassifications	7.4		—		73.2		80.6
Reclassifications from AOCL to net earnings	(18.2)		—		(0.9)		(19.1)
Net other comprehensive (loss) income	(10.8)		—		72.3		61.5
Balance as of September 30, 2024	$	5.4	$	0.4	$	(439.6)	$	(433.8)


	Nine Months Ended September 30, 2023
	Interest rate swaps		Defined benefit pension plans		Foreign currency translation adjustment		Total
Balance as of December 31, 2022	$	38.1	$	1.5	$	(705.5)	$	(665.9)
Other comprehensive income (loss) before reclassifications	22.2		(0.1)		14.0		36.1
Reclassifications from AOCL to net earnings	(27.7)		—		(0.3)		(28.0)
Net other comprehensive income (loss)	(5.5)		(0.1)		13.7		8.1
Balance as of September 30, 2023	$	32.6	$	1.4	$	(691.8)	$	(657.8)

Note 8: Private Placement Warrants

In May 2024, the remaining 17.8 million private placement warrants expired unexercised. These warrants had an exercise price of $11.50 per share and were valued using a Black-Scholes option valuation model and classified as Level 3 financial instruments within the fair value hierarchy. The warrants were subject to remeasurement at each balance sheet date and represented a liability balance of zero and $5.1 as of September 30, 2024 and December 31, 2023, respectively, classified within Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets. The change in fair value was recognized as a fair value adjustment of warrants in the Condensed Consolidated Statements of Operations.

Note 9: Restructuring and Other Impairments

We have engaged in various restructuring programs to strengthen our business and streamline our operations, including taking actions related to the location and use of leased facilities. Our recent restructuring programs include the following:

•Segment Optimization Program - During the second quarter of 2023, we approved a restructuring plan to streamline operations within targeted areas of the Company to reduce operational costs, with the primary cost savings driver being from a reduction in workforce.

•ProQuest Acquisition Integration Program - During the fourth quarter of 2021, we approved a restructuring plan to streamline operations within targeted areas of the Company to reduce operational costs, with the primary cost savings driver being from a reduction in workforce.

As of September 30, 2024, we have incurred $31.4 of cumulative costs associated with the Segment Optimization Program and we expect to incur approximately $4 of additional restructuring costs associated with this program, primarily within 2024.

The following table summarizes the pre-tax charges by activity and program during the periods indicated:

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions or as otherwise noted)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Severance and related benefit costs:

ProQuest Acquisition Integration Program	$	—	$	(0.2)	$	(0.1)	$	16.7
Segment Optimization Program	4.2		2.6		16.3		4.9

Total Severance and related benefit costs	$	4.2	$	2.4	$	16.2	$	21.6

Exit and disposal costs:

ProQuest Acquisition Integration Program	$	—	$	—	$	—	$	0.1
Segment Optimization Program	0.1		—		0.3		—

Total Exit and disposal costs	$	0.1	$	—	$	0.3	$	0.1

Lease abandonment costs:


Segment Optimization Program	$	(0.3)	$	1.4	$	(2.3)	$	3.7
Other Restructuring Programs	—		(0.1)		—		(0.1)
Total Lease abandonment costs	$	(0.3)	$	1.3	$	(2.3)	$	3.6

Restructuring and other impairments	$	4.0	$	3.7	$	14.2	$	25.3

The following table summarizes the pre-tax charges by program and segment during the periods indicated:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Academia & Government:

ProQuest Acquisition Integration Program	$	—	$	(0.2)	$	(0.1)	$	9.1
Segment Optimization Program	1.7		1.4		5.5		3.0
Other Restructuring Programs	—		(0.1)		—		(0.1)
Total A&G	$	1.7	$	1.1	$	5.4	$	12.0

Intellectual Property:

ProQuest Acquisition Integration Program	$	—	$	—	$	—	$	4.6
Segment Optimization Program	0.2		0.5		3.2		1.9

Total IP	$	0.2	$	0.5	$	3.2	$	6.5

Life Sciences & Healthcare:

ProQuest Acquisition Integration Program	$	—	$	—	$	—	$	3.1
Segment Optimization Program	2.1		2.1		5.6		3.7

Total LS&H	$	2.1	$	2.1	$	5.6	$	6.8

Restructuring and other impairments	$	4.0	$	3.7	$	14.2	$	25.3

The following table summarizes the changes in our restructuring reserves by activity during the periods indicated:


	Severance and related benefit costs		Exit, disposal, and abandonment costs		Total
Reserve Balance as of December 31, 2023	$	5.9	$	1.4	$	7.3
Expenses recorded	16.2		(2.0)		14.2
Payments made	(18.9)		(4.7)		(23.6)
Noncash items	(1.0)		5.3		4.3
Reserve Balance as of September 30, 2024	$	2.2	$	—	$	2.2

Reserve Balance as of December 31, 2022	$	11.5	$	0.1	$	11.6
Expenses recorded	21.6		3.7		25.3
Payments made	(27.7)		(2.4)		(30.1)
Noncash items	(2.9)		—		(2.9)
Reserve Balance as of September 30, 2023	$	2.5	$	1.4	$	3.9

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions or as otherwise noted)

Note 10: Other Operating Expense (Income), Net

Other operating expense (income), net, consisted of the following for the three and nine months ended September 30, 2024 and 2023:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Loss on divestiture(1)	$	—	$	—	$	14.8	$	—
Gain on legal settlement(2)	—		—		—		(49.4)
Net foreign exchange loss (gain)(3)	31.5		(17.0)		36.1		15.3
Miscellaneous expense (income), net	(5.8)		4.0		(4.0)		3.6
Other operating expense (income), net	$	25.7	$	(13.0)	$	46.9	$	(30.5)
(1) Refer to Note 2 - Acquisitions and Divestitures for further information.
(2) Refer to Note 14 - Commitments and Contingencies for further information.
(3) Relates to realized and unrealized gains and losses on foreign currency transactions, with the largest impacts derived from transactions denominated in GBP.

Note 11: Income Taxes

We compute our provision (benefit) for income taxes by applying the estimated annual effective tax rate to year-to-date pre-tax income (loss) and adjust the provision for discrete tax items recorded in the period.

The income tax provision of $15.1 and $15.6 for the three months ended September 30, 2024 and 2023, respectively, was primarily due to the mix of jurisdictions in which pre-tax profits and losses were recognized.

The income tax provision of $23.3 for the nine months ended September 30, 2024 was primarily due to the mix of jurisdictions in which pre-tax profits and losses were recognized, partially offset by a $14.2 tax benefit related to the goodwill impairment. The income tax benefit of $83.3 for the nine months ended September 30, 2023 was driven by a $70.4 tax benefit recorded on the settlement of an open tax dispute, a $33.0 tax benefit associated with the impairment of intangible assets, and a $17.1 tax benefit relating to the partial release of valuation allowance, partially offset by the mix of taxing jurisdictions in which pre-tax profits and losses were recognized.

Note 12: Earnings Per Share

Basic earnings per share (“EPS”) is calculated by dividing net income (loss) attributable to ordinary shares by the weighted average number of ordinary shares outstanding for the applicable period. Diluted EPS is computed by dividing net income (loss) attributable to ordinary shares, adjusted for the change in fair value of the private placement warrants, by the weighted average number of ordinary shares and dilutive potential ordinary shares outstanding for the applicable period. Diluted EPS reflects the potential dilution that could occur if securities were exercised or converted into ordinary shares, as calculated using the treasury stock method.

The basic and diluted EPS computations for our ordinary shares are calculated as follows:

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions or as otherwise noted)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Basic EPS
Net income (loss)	$	(65.6)	$	12.3	$	(444.9)	$	(67.3)
Dividends on preferred shares	—		18.9		31.3		56.3
Net income (loss) attributable to ordinary shares	$	(65.6)	$	(6.6)	$	(476.2)	$	(123.6)

Weighted average shares, basic	718.7		670.9		690.5		673.9
Basic EPS	$	(0.09)	$	(0.01)	$	(0.69)	$	(0.18)

Diluted EPS
Net income (loss) attributable to ordinary shares	$	(65.6)	$	(6.6)	$	(476.2)	$	(123.6)
Change in fair value of private placement warrants	—		—		—		—
Net income (loss) attributable to ordinary shares, diluted	$	(65.6)	$	(6.6)	$	(476.2)	$	(123.6)


Weighted average shares, basic	718.7		670.9		690.5		673.9
Weighted average effect of potentially dilutive shares	—		—		—		—
Weighted average shares, diluted	718.7		670.9		690.5		673.9
Diluted EPS	$	(0.09)	$	(0.01)	$	(0.69)	$	(0.18)

Potential ordinary shares on a gross basis related to share-based awards and private placement warrants were excluded from diluted EPS in each period presented as their inclusion would have been antidilutive. Potential shares of 14.2 million and 29.4 million were excluded for the three months ended September 30, 2024 and 2023, respectively, and 22.3 million and 30.3 million were excluded for the nine months ended September 30, 2024 and 2023, respectively.

As a result of the MCPS conversion described in Note 7 - Shareholders' Equity, for the three and nine months ended September 30, 2024, the converted MCPS shares were included in basic EPS for the period subsequent to the conversion and were evaluated for inclusion in diluted EPS for the period prior to the conversion using the if-converted method. Because the pre-conversion weighted-average ordinary shares related to our MCPS would have been antidilutive for each period presented, they were excluded from the diluted EPS calculation for the pre-conversion portion within the three and nine months ended September 30, 2024 and the three and nine months ended September 30, 2023.

Note 13: Segment Information

Operating segments are components of an enterprise for which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. As discussed in Note 1 - Nature of Operations and Summary of Significant Accounting Policies, we have three reportable operating segments: Academia & Government (“A&G”), Intellectual Property (“IP”), and Life Sciences & Healthcare (“LS&H”). An overview of our segment structure, organized based on the products we offer and the markets they serve, is as follows:

•A&G: Trusted content, intelligence, and workflow solutions that help academic and government institutions advance knowledge to transform our world. Within the A&G segment, we provide Research and Analytics, Content Solutions, Books and Marketplaces, and Library Software Solutions.

•IP: Our comprehensive intellectual property data, software, and expertise helps companies drive innovation, law firms achieve practice excellence, and organizations worldwide effectively manage and protect critical IP assets. Within the IP segment, we provide IP Management Software, IP Services, Patent Intelligence, and Brand IP Intelligence.

•LS&H: Empowers customers to advance innovation and accelerate patient outcomes that improve patient lives and create a healthier tomorrow. Our intelligence solutions, transformative data, and technology equip our customers with the insight and foresight needed across the entire healthcare ecosystem. Within the LS&H segment, we provide solutions for Research and Development, Real World Data, MedTech, Market Access, and Commercialization.

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions or as otherwise noted)

Our Chief Executive Officer is identified as the CODM, who evaluates performance based primarily on segment revenues and Adjusted EBITDA. The CODM does not review assets by segment for the purpose of assessing performance or allocating resources.

Adjusted EBITDA represents Net income (loss) before the Provision (benefit) for income taxes, Depreciation and amortization, and Interest expense, net, adjusted to exclude acquisition and/or disposal-related transaction costs, share-based compensation, restructuring expenses, impairments, the impact of certain non-cash fair value adjustments on financial instruments, unrealized foreign currency gains/losses, legal settlements, and other items that are included in Net income (loss) for the period that we do not consider indicative of our ongoing operating performance.

The following table summarizes revenues by reportable segment for the periods indicated:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Academia & Government	$	321.3	$	327.2	$	983.5	$	983.9
Intellectual Property	199.8		211.7		602.3		637.1
Life Sciences & Healthcare	101.1		108.3		307.9		324.1
Total Revenues	$	622.2	$	647.2	$	1,893.7	$	1,945.1

The following table presents segment profitability and a reconciliation to Net income (loss) for the periods indicated:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Academia & Government	$	139.8	$	144.0	$	415.4	$	416.2
Intellectual Property	91.0		98.5		263.2		293.2
Life Sciences & Healthcare	33.6		38.9		96.5		109.6
Total Adjusted EBITDA	$	264.4	$	281.4	$	775.1	$	819.0
Provision (benefit) for income taxes	(15.1)		(15.6)		(23.3)		83.3
Depreciation and amortization	(177.2)		(176.8)		(541.0)		(527.5)
Interest expense, net	(72.2)		(71.9)		(213.5)		(218.5)

Transaction related costs	(6.1)		(2.7)		(13.6)		(5.1)
Share-based compensation expense	(15.4)		(25.4)		(49.7)		(97.1)

Goodwill and intangible asset impairments	(13.8)		—		(316.6)		(135.2)
Restructuring and other impairments	(4.0)		(3.7)		(14.2)		(25.3)
Fair value adjustment of warrants	—		12.6		5.2		14.4
Other(1)	(26.2)		14.4		(53.3)		24.7
Net income (loss)	$	(65.6)	$	12.3	$	(444.9)	$	(67.3)


(1) Primarily reflects the net impact of foreign exchange gains and losses related to the remeasurement of balances and other items that do not reflect our ongoing operating performance. In addition to the net unrealized foreign exchange loss, the nine months ended September 30, 2024 also includes a $14.8 loss on the divestiture discussed in Note 2 - Acquisitions and Divestitures and the nine months ended September 30, 2023 includes a $49.4 gain on legal settlement discussed in Note 14 - Commitments and Contingencies.

Note 14: Commitments and Contingencies

Lawsuits and Legal Claims

We are engaged in various legal proceedings, claims, audits, and investigations that have arisen in the ordinary course of business. These matters may include among others, antitrust/competition claims, intellectual property infringement claims, employment matters, and commercial matters. The outcomes of the matters against us are subject to future resolution, including the uncertainties of litigation.

From time to time, we are involved in litigation in the ordinary course of our business, including claims or contingencies that may arise related to matters occurring prior to our acquisition of businesses. At the present time, primarily because the matters are generally in early stages, we can give no assurance as to the outcome of any pending litigation to which we are currently a party, and we are unable to determine the ultimate resolution of these matters or the effect they may have on us.

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions or as otherwise noted)

We have and will continue to vigorously defend ourselves against these claims. We maintain appropriate levels of insurance, which we expect are likely to provide coverage for some of these liabilities or other losses that may arise from these litigation matters.

During the nine months ended September 30, 2023, we reached settlement related to a large legal claim, which was covered by insurance. We recognized a total gain on settlement of $49.4 which is included in Other operating expense (income), net in the Condensed Consolidated Statement of Operations.

Between January and March 2022, three putative securities class action complaints were filed in the United States District Court for the Eastern District of New York against Clarivate and certain of its executives and directors alleging that there were weaknesses in the Company’s internal controls over financial reporting and financial reporting procedures that it failed to disclose in violation of federal securities law. The complaints were consolidated into a single proceeding on May 18, 2022. On August 8, 2022, plaintiffs filed a consolidated amended complaint, seeking damages on behalf of a putative class of shareholders who acquired Clarivate securities between July 30, 2020, and February 2, 2022, and/or acquired Clarivate ordinary or preferred shares in connection with offerings on June 10, 2021, or Clarivate ordinary shares in connection with a September 13, 2021, offering. The amended complaint, like the prior complaints, references an error in the accounting treatment of an equity plan included in the Company’s 2020 business combination with CPA Global that was disclosed on December 27, 2021, and related restatements issued on February 3, 2022, of certain of the Company’s previously issued financial statements. The amended complaint also alleges that the Company and certain of its executives and directors made false or misleading statements relating to the Company’s product quality and expected organic revenues and organic growth rate, and that they failed to disclose significant known changes to the Company’s business model. Defendants moved to dismiss the amended complaint on October 7, 2022. Without deciding the motion, the court entered an order on June 23, 2023, allowing plaintiffs limited leave to amend, and plaintiffs filed an amended complaint on July 14, 2023. On August 10, 2023, the court issued an order deeming defendants’ prior motions and briefs to be directed at the amended complaint and permitting defendants to file supplemental briefs to address the new allegations in the amended complaint. Supplemental briefing on the motions was completed on September 8, 2023. Defendants’ motions to dismiss the amended complaint are currently pending.

In a separate but related litigation, on June 7, 2022, a class action was filed in Pennsylvania state court in the Court of Common Pleas of Philadelphia asserting claims under the Securities Act of 1933, based on substantially similar allegations, with respect to alleged misstatements and omissions in the offering documents for two issuances of Clarivate ordinary shares in June and September 2021. The Company moved to stay this proceeding on August 19, 2022, and filed its preliminary objections to the state court complaint on October 21, 2022. After granting a partial stay on January 4, 2023, the court denied a further stay of the proceedings on April 17, 2023. On April 24, 2024, the court sustained the Company’s preliminary objections, but permitted plaintiff leave to file an amended complaint, which plaintiff filed on May 28, 2024. On August 29, 2024, plaintiff filed a second amended complaint, to which the Company filed preliminary objections on September 30, 2024. Clarivate does not believe that the claims alleged in the complaints have merit and will vigorously defend against them. Given the early stage of the proceedings, we are unable to estimate the reasonably possible loss or range of loss, if any, arising from these matters.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with our historical financial statements and related notes included in our annual report on Form 10-K for the year ended December 31, 2023 and the financial statements and related notes included elsewhere in this quarterly report on Form 10-Q. Certain statements in this section are forward-looking statements as described in the Cautionary Note Regarding Forward-Looking Statements section of this quarterly report. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is outlined under Item 1A. Risk Factors of this quarterly report.

Overview

We are a leading global provider of transformative intelligence. We offer enriched data, insights & analytics, workflow solutions and expert services in the areas of Academia & Government (“A&G”), Intellectual Property (“IP”) and Life Sciences & Healthcare (“LS&H”), which form the basis of our reportable segment structure. This structure allows us to provide substantial scale for our vertical market customers while still leveraging our shared services to operate efficiently across horizontal workflows and functions. Within each of our three segments, we provide the following information, solution, and service capabilities:

•Enriched data - comprehensive, curated content collections.

•Insights and analytics - on-demand predictive analytics capabilities to inform decision-making.

•Workflow solutions - automated workflow, including SaaS, to enable decisions and manage resources.

•Expert services - business-critical regulatory and compliance activities support.

Key Performance Indicators

We regularly monitor the following key performance indicators to evaluate our business and trends, measure our performance, prepare financial projections, and make strategic decisions. Organic revenue growth, Annualized contract value, Annual renewal rates, Adjusted EBITDA, Adjusted EBITDA margin, and Free cash flow are key performance indicators because they are a basis upon which management assesses our performance, and we believe they reflect the underlying trends and indicators of our business by allowing management to focus on the most meaningful indicators of our continuous operational performance.

Adjusted EBITDA, Adjusted EBITDA margin, and Free cash flow are financial measures that are not prepared in accordance with U.S. generally accepted accounting principles (“non-GAAP”). Although we believe these measures may be useful to investors for the same reasons described above, these measures are not a substitute for GAAP financial measures or disclosures. Reconciliations of our non-GAAP measures to the corresponding most closely related measures calculated in accordance with GAAP are provided further below.

Organic revenue growth

We review year-over-year organic revenue growth in our segments as a key measure of our success in addressing customer needs. We also review year-over-year organic revenue growth by transaction type to help us identify and address broad changes in product mix, and by geography to help us identify and address changes and revenue trends by region. We measure organic revenue growth excluding acquisitions, disposals, and foreign currency impacts. We define these components as follows:

•Organic: Revenue generated from pricing, up-selling, securing new customers, sales of new or enhanced product offerings, and any other revenue change drivers except for changes from acquisitions, disposals, and foreign currency.

•Acquisitions: Revenue generated from acquired products and services from the date of acquisition to the first anniversary date of that acquisition.

•Disposals: Revenue generated in the comparative prior year period from product lines, services, and/or businesses divested from the date of the sale in the current period presented or included within a disposal group.

•Foreign Currency (“FX”): The difference between current revenue at current exchange rates and current revenue at the corresponding prior period exchange rates.

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Annualized contract value

Annualized contract value (“ACV”), at a given point in time, represents the annualized value for the next 12 months of subscription-based license agreements with our customers, assuming that all expiring license agreements during that period are renewed at their current price level. The renewal period for our subscriptions generally starts 90 days before the end of the current subscription period. Our calculation of ACV includes the impact of downgrades, upgrades, price increases, and cancellations during the reporting period.

We monitor ACV because it represents a leading indicator of the potential subscription revenues that may be generated from our existing customer base over the upcoming 12-month period. Measurement of subscription revenues as a key operating metric is particularly relevant because a majority of our revenues are generated from subscription-based license agreements. Actual subscription revenues that we recognize during any 12-month period are likely to differ from ACV at the beginning of that period, sometimes significantly. This may occur for various reasons, including subsequent changes in annual renewal rates, impacts of price increases (or decreases), cancellations, upgrades and downgrades, and acquisitions and divestitures. We calculate and monitor ACV for each of our segments and use the metric as part of our evaluation of our business and trends.

Our ACV was $1,596.4 and $1,579.2 as of September 30, 2024 and 2023, respectively, which corresponds to an increase of 1.1%. The increase in ACV was primarily due to the impact of price increases, partially offset by volume declines.

Annual renewal rate

Our revenues are primarily subscription based, which leads to high revenue predictability. Our ability to retain existing subscription customers is a key performance indicator that helps explain the evolution of our historical results and is a leading indicator of our revenues and cash flows for the subsequent reporting period.

Annual renewal rate is the metric we use to determine renewal levels by existing customers across our segments, and is a leading indicator of renewal trends, which impact the evolution of our ACV and results of operations. We calculate the annual renewal rate for a given period by dividing (a) the annualized dollar value of existing subscription product license agreements that are renewed during that period, including the value of any product downgrades, by (b) the annualized dollar value of existing subscription product license agreements that come up for renewal in that period. “Open renewals,” which we define as existing subscription product license agreements that come up for renewal but are neither renewed nor canceled by customers during the applicable reporting period, are excluded from both the numerator and denominator of the calculation. We calculate the annual renewal rate to reflect the impact of product downgrades but not the impact of product upgrades upon renewal, because upgrades reflect the purchase of additional products and services.

The impact of upgrades, new subscriptions, and product price increases is reflected in ACV, but not in annual renewal rates. Our annual renewal rate was 92% and 92% for the nine months ended September 30, 2024 and 2023.

Adjusted EBITDA and Adjusted EBITDA margin

Adjusted EBITDA is presented because it is a basis upon which our management assesses our performance, and we believe it is useful for investors to understand the underlying trends of our operations. Adjusted EBITDA represents Net income (loss) before the Provision (benefit) for income taxes, Depreciation and amortization, and Interest expense, net, adjusted to exclude acquisition and/or disposal-related transaction costs, share-based compensation, restructuring expenses, impairments, the impact of certain non-cash fair value adjustments on financial instruments, unrealized foreign currency gains/losses, legal settlements, and other items that are included in Net income (loss) for the period that we do not consider indicative of our ongoing operating performance. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by Revenues.

Our presentation of Adjusted EBITDA and Adjusted EBITDA margin should not be construed as an inference that our future results will be unaffected by any of the adjusted items, or that our projections and estimates will be realized in their entirety or at all. In addition, because of these limitations, Adjusted EBITDA should not be considered as a measure of liquidity or discretionary cash available to us to fund our cash needs, including investing in the growth of our business and meeting our obligations. For a reconciliation of Adjusted EBITDA and Adjusted EBITDA margin to Net income (loss) and Net income (loss) margin, refer to Adjusted EBITDA and Adjusted EBITDA margin (non-GAAP measures) below.

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Free cash flow

We use Free cash flow in our operational and financial decision-making and believe it is useful to investors because similar measures are frequently used by securities analysts, investors, ratings agencies, and other interested parties to measure the ability of a company to service its debt. Our presentation of Free cash flow should not be construed as a measure of liquidity or discretionary cash available to us to fund our cash needs, including investing in the growth of our business and meeting our obligations.

We define Free cash flow as Net cash provided by operating activities less Capital expenditures. For further discussion related to Free cash flow, including a reconciliation to Net cash provided by operating activities, refer to Liquidity and Capital Resources - Cash Flows below.

Results of Operations


	Three Months Ended September 30,				Nine Months Ended September 30,				% Change
	2024		2023		2024		2023		QTD	YTD
Revenues	$	622.2	$	647.2	$	1,893.7	$	1,945.1	(4)%	(3)%
Operating expenses:
Cost of revenues	210.1		220.6		641.5		674.8		(5)%	(5)%
Selling, general and administrative costs	169.7		171.9		546.8		559.3		(1)%	(2)%
Depreciation and amortization	177.2		176.8		541.0		527.5		—%	3%
Goodwill and intangible asset impairments	13.8		—		316.6		135.2		N/M	N/M
Restructuring and other impairments	4.0		3.7		14.2		25.3		8%	(44)%
Other operating expense (income), net	25.7		(13.0)		46.9		(30.5)		N/M	N/M
Total operating expenses	600.5		560.0		2,107.0		1,891.6
Income (loss) from operations	21.7		87.2		(213.3)		53.5
Fair value adjustment of warrants	—		(12.6)		(5.2)		(14.4)		N/M	(64)%
Interest expense, net	72.2		71.9		213.5		218.5		—%	(2)%
Income (loss) before income taxes	(50.5)		27.9		(421.6)		(150.6)
Provision (benefit) for income taxes	15.1		15.6		23.3		(83.3)		(3)%	N/M
Net income (loss)	(65.6)		12.3		(444.9)		(67.3)
Dividends on preferred shares	—		18.9		31.3		56.3		N/M	(44)%
Net income (loss) attributable to ordinary shares	$	(65.6)	$	(6.6)	$	(476.2)	$	(123.6)
N/M - Represents a change approximately equal or in excess of 100% or not meaningful.

There were no material changes to the business or other factors having a significant impact on the comparability of our results of operations between the periods presented.

Revenues

The tables below present the changes in revenues by transaction type, segment, and geography, as well as the components driving the changes between periods.

Revenues by transaction type


	Three Months Ended September 30,				Change				% of Change
	2024		2023		$		%		Acquisitions	Disposals	FX	Organic
Subscription	$	411.1	$	408.1	$	3.0	0.7	%	0.2%	—%	(0.1)%	0.6%
Re-occurring	106.7		106.8		(0.1)		(0.1)	%	—%	—%	1.0%	(1.1)%
Transactional and other	104.4		132.3		(27.9)		(21.1)	%	0.5%	(8.1)%	0.1%	(13.6)%
Revenues	$	622.2	$	647.2	$	(25.0)	(3.9)	%	0.2%	(1.6)%	0.1%	(2.6)%

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Subscription revenues increased primarily due to organic growth driven by price increases, partially offset by lower net volume in IP and LS&H. Re-occurring revenues were flat, but re-occurring organic revenue declined primarily due to lower IP patent renewal volume. Transactional and other revenues decreased primarily due to lower A&G, IP, and LS&H sales, as well as the IP product group divestiture.


	Nine Months Ended September 30,				Change				% of Change
	2024		2023		$		%		Acquisitions	Disposals	FX	Organic
Subscription	$	1,219.8	$	1,207.3	$	12.5	1.0	%	0.1%	—%	(0.3)%	1.2%
Re-occurring	317.8		325.5		(7.7)		(2.4)	%	—%	—%	(0.1)%	(2.3)%
Transactional and other	356.1		412.3		(56.2)		(13.6)	%	0.2%	(4.5)%	—%	(9.3)%
Revenues	$	1,893.7	$	1,945.1	$	(51.4)	(2.6)	%	0.1%	(1.0)%	(0.2)%	(1.5)%

Subscription revenues increased primarily due to organic growth driven by price increases, partially offset by lower net volume in IP and LS&H. Re-occurring revenues decreased primarily due to lower IP patent renewal volume. Transactional and other revenues decreased primarily due to lower A&G, IP, and LS&H sales, as well as the IP product group divestiture.

Revenues by segment


	Three Months Ended September 30,				Change				% of Change
	2024		2023		$		%		Acquisitions	Disposals	FX	Organic
A&G	$	321.3	$	327.2	$	(5.9)	(1.8)	%	—%	—%	(0.1)%	(1.7)%
IP	199.8		211.7		(11.9)		(5.6)	%	0.1%	(4.6)%	0.7%	(1.8)%
LS&H	101.1		108.3		(7.2)		(6.6)	%	0.9%	(0.7)%	(0.3)%	(6.5)%
Revenues	$	622.2	$	647.2	$	(25.0)	(3.9)	%	0.2%	(1.6)%	0.1%	(2.6)%

A&G segment revenues decreased due to a decline in transactional volume, partially offset by subscription growth driven by price increases. IP segment revenues decreased primarily due to the product group divestiture and lower transactional and subscription revenues. LS&H segment revenues decreased primarily due to lower transactional and subscription revenues.


	Nine Months Ended September 30,				Change				% of Change
	2024		2023		$		%		Acquisitions	Disposals	FX	Organic
A&G	$	983.5	$	983.9	$	(0.4)	0.0	%	—%	—%	(0.1)%	0.1%
IP	602.3		637.1		(34.8)		(5.5)	%	—%	(2.6)%	(0.2)%	(2.7)%
LS&H	307.9		324.1		(16.2)		(5.0)	%	0.5%	(0.6)%	(0.5)%	(4.4)%
Revenues	$	1,893.7	$	1,945.1	$	(51.4)	(2.6)	%	0.1%	(1.0)%	(0.2)%	(1.5)%

A&G segment revenues were flat, as subscription growth driven by price increases was offset by a decline in transactional volume. IP segment revenues decreased primarily due to lower transactional and subscription revenues, lower IP patent renewal volume, and the product group divestiture. LS&H segment revenues decreased primarily due to lower transactional and subscription revenues.

Revenues by geography


	Three Months Ended September 30,				Change				% of Change
	2024		2023		$		%		Acquisitions	Disposals	FX	Organic
Americas	$	335.4	$	342.8	$	(7.4)	(2.2)	%	0.4%	(0.3)%	—%	(2.3)%
EMEA	158.8		176.3		(17.5)		(9.9)	%	—%	(4.8)%	0.7%	(5.8)%
APAC	128.0		128.1		(0.1)		(0.1)	%	—%	(0.9)%	(0.4)%	1.2%
Revenues	$	622.2	$	647.2	$	(25.0)	(3.9)	%	0.2%	(1.6)%	0.1%	(2.6)%

Americas revenues decreased primarily due to lower contributions from A&G and LS&H. EMEA (Europe/Middle East/Africa) revenues decreased primarily due to the IP product group divestiture and lower IP contribution. APAC (Asia Pacific) revenues decreased primarily due to the IP product group divestiture, partially offset by A&G growth.

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	Nine Months Ended September 30,				Change				% of Change
	2024		2023		$		%		Acquisitions	Disposals	FX	Organic
Americas	$	1,020.6	$	1,043.5	$	(22.9)	(2.2)	%	0.2%	(0.2)%	(0.1)%	(2.1)%
EMEA	497.3		523.5		(26.2)		(5.0)	%	—%	(2.8)%	0.4%	(2.6)%
APAC	375.8		378.1		(2.3)		(0.6)	%	—%	(0.5)%	(1.3)%	1.2%
Revenues	$	1,893.7	$	1,945.1	$	(51.4)	(2.6)	%	0.1%	(1.0)%	(0.2)%	(1.5)%

Americas revenues decreased primarily due to lower contributions from A&G and LS&H. EMEA revenues decreased primarily due to the IP product group divestiture and lower IP contribution. APAC revenues decreased due to a stronger dollar against APAC currencies and the IP product group divestiture, partially offset by A&G growth.

Cost of revenues

Cost of revenues consists of costs related to the production, servicing, and maintenance of our products and are composed primarily of personnel costs, data center services and licensing costs, and costs to acquire or produce content, including royalty fees.

The decrease of 4.8% and 4.9% compared to the three and nine months ended September 30, 2023, respectively, was primarily driven by a reduction in share-based compensation expense and reduced product-related royalty fees and content costs. As a percentage of revenues, cost of revenues decreased by 0.3% and 0.8%, compared to the three and nine months ended September 30, 2023, respectively, primarily as a result of lower share-based compensation expense.

Selling, general and administrative costs

Selling, general and administrative (“SG&A”) costs include nearly all business costs not directly attributable to the production, servicing, and maintenance of our products and are composed primarily of personnel costs, third-party professional services fees, facility costs like rent and utilities, technology costs associated with our corporate infrastructure, and transaction expenses associated with acquisitions, divestitures, and capital market activities including advisory, legal, and other professional and consulting costs.

The decrease of 1.3% and 2.2% compared to the three and nine months ended September 30, 2023, respectively, was primarily driven by a reduction in share-based compensation expense. As a percentage of revenues, SG&A costs were largely unchanged compared to the respective comparative prior year periods.

Depreciation and amortization

Depreciation expense relates to our fixed assets, including computer hardware, leasehold improvements, and furniture and fixtures. Amortization expense relates to our definite-lived intangible assets, including customer relationships, technology and content, internally developed computer software, and trade names.

The increase of 0.2% and 2.6% compared to the three and nine months ended September 30, 2023, respectively, was primarily driven by increased investment in internally developed software and content assets.

Goodwill and intangible asset impairments

In the second quarter of 2024, primarily due to sustained declines in our share price, we performed an interim quantitative goodwill impairment assessment by comparing the estimated fair value to the carrying value for both of our segment reporting units carrying a goodwill balance. The carrying value of the LS&H segment reporting unit exceeded its fair value, resulting in a goodwill impairment charge of $302.8.

In the third quarter of 2024, we recorded $13.8 of goodwill associated with a small acquisition within the IP reporting unit. We recorded an impairment to the goodwill because the carrying value of the IP reporting unit was still below its fair value based on the results of our most recent interim quantitative impairment assessment described above. For additional information, see Note 4 - Other Intangible Assets, Net and Goodwill included in Part I, Item 1 of this quarterly report.

In the second quarter of 2023, in connection with the divestiture of a small product group within our IP segment, we recorded an intangible assets impairment charge of $132.2 and a $3.0 goodwill impairment charge associated with the disposal group’s allocated portion of the IP segment reporting unit’s goodwill balance. For additional information, see Note 2 - Acquisitions and Divestitures included in Part I, Item 1 of this quarterly report.

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Restructuring and other impairments

The three and nine months ended September 30, 2024 charges were primarily associated with the Segment Optimization Program, which began in the second quarter of 2023 and is expected to continue through the end of 2024. The three and nine months ended September 30, 2023 charges were primarily associated with the ProQuest Acquisition Integration Program, which was substantively completed in 2023. For further information regarding each of our restructuring initiatives and impairment impacts, see Note 9 - Restructuring and Other Impairments included in Part I, Item 1 of this quarterly report.

Other operating expense (income), net

The change of $38.7 compared to the three months ended September 30, 2023 was driven by the net impact of realized and unrealized gains and losses on foreign currency transactions, with the largest impacts derived from transactions denominated in GBP.

The change of $77.4 compared to the nine months ended September 30, 2023 was driven by a $(49.4) gain on legal settlement in the comparative prior year period; the net impact of realized and unrealized gains and losses on foreign currency transactions, with the largest impacts derived from transactions denominated in GBP; and a $14.8 loss on divestiture in the current year period. For further information, see Note 10 - Other Operating Expense (Income), Net included in Part I, Item 1 of this quarterly report.

Fair value adjustment of warrants

The adjustment in fair value, resulting in gains in both the current and comparative prior year periods, was driven primarily by decreases in our share price and the remaining exercise period, both of which reduce the warrant value in the option valuation model. In May 2024, all remaining private placement warrants expired unexercised.

Interest expense, net

Interest expense was largely unchanged compared to the three months ended September 30, 2023. The decrease of (2.3)% compared to the nine months ended September 30, 2023 was driven by lower outstanding borrowings on our new term loan facility.

Provision (benefit) for income taxes

The current quarter effective tax rate may not be indicative of our effective tax rates for future periods.

In December 2021, the Organization for Economic Co-operation and Development (“OECD”) issued model rules for a new global minimum tax framework under its “Pillar Two” initiative, and various governments around the world have issued, or have announced that they plan to issue, legislation consistent with the OECD model rules. We are within the scope of the OECD Pillar Two model rules.

During the third quarter of 2023, the United Kingdom enacted legislation consistent with the OECD model rules, which became effective January 1, 2024. Based on our most recent tax filings, country-by-country reporting, and financial information available, we believe that most of the jurisdictions in which we operate will meet the requirements for transitional safe harbor relief. Therefore, we do not expect the global minimum tax to have a material impact in 2024. However, future legislation or changes in our financial results could materially increase our global minimum tax expense.

Dividends on preferred shares

Dividends on our MCPS were calculated and accrued at an annual rate of 5.25% of the liquidation preference of $100.00 per share. In June 2024, all outstanding MCPS automatically converted into 55.3 million ordinary shares at a conversion rate of

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3.8462 ordinary shares per MCPS share. All accumulated preferred dividends were paid prior to the conversion, and as a result of the conversion, no further dividends will be accrued or paid.

Adjusted EBITDA and Adjusted EBITDA margin (non-GAAP measures)

The following table presents our calculation of Adjusted EBITDA and Adjusted EBITDA margin for the three and nine months ended September 30, 2024 and 2023, and reconciles these non-GAAP measures to our Net income (loss) and Net income (loss) margin for the same periods:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023


Net income (loss)	$	(65.6)	$	12.3	$	(444.9)	$	(67.3)
Provision (benefit) for income taxes	15.1		15.6		23.3		(83.3)
Depreciation and amortization	177.2		176.8		541.0		527.5
Interest expense, net	72.2		71.9		213.5		218.5
Transaction related costs	6.1		2.7		13.6		5.1
Share-based compensation expense	15.4		25.4		49.7		97.1

Goodwill and intangible asset impairments	13.8		—		316.6		135.2
Restructuring and other impairments	4.0		3.7		14.2		25.3
Fair value adjustment of warrants	—		(12.6)		(5.2)		(14.4)
Other(1)	26.2		(14.4)		53.3		(24.7)
Adjusted EBITDA	$	264.4	$	281.4	$	775.1	$	819.0

Net income (loss) margin	(10.5)%		1.9%		(23.5)%		(3.5)%
Adjusted EBITDA margin	42.5%		43.5%		40.9%		42.1%

(1) Primarily reflects the net impact of unrealized foreign currency gains and losses, as well as other items that do not reflect our ongoing operating performance. For the nine months ended September 30, 2024, the amount includes a $14.8 loss on the divestiture discussed in Note 2 - Acquisitions and Divestitures and for the nine months ended September 30, 2023, the amount includes a $49.4 gain on legal settlement discussed in Note 14 - Commitments and Contingencies.

Liquidity and Capital Resources

We finance our operations primarily through cash generated by operating activities and through borrowing activities. As of September 30, 2024, we had $388.5 of cash and cash equivalents (including restricted cash of $7.7) and $691.9 of available borrowing capacity under our revolving credit facility.

Cash Flows

We have historically generated significant cash flows from our operating activities. Our subscription-based revenue model provides a steady and predictable source of revenue and cash flow for us, as we typically receive payments from our customers at the start of the subscription period (usually 12 months) and recognize revenue ratably throughout that period. Our high customer renewal rate, stable margins, and efforts to improve operating efficiencies and working capital management also contribute to our ability to generate solid operating cash flows.

The following table discloses our cash flows by activity for the periods presented:


	Nine Months Ended September 30,				Change
	2024		2023		$	%
Net cash provided by operating activities	$	505.3	$	553.3	(48.0)	(9)	%
Net cash provided by (used for) investing activities	$	(258.1)	$	(170.4)	(87.7)	51	%
Net cash provided by (used for) financing activities	$	(230.5)	$	(322.2)	91.7	(28)	%

The decrease in net cash provided by operating activities was driven by lower operating results, partially offset by timing of working capital changes.

The increase in net cash used for investing activities was due to increased acquisition and divestiture activity, as well as increased capital spending.

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The decrease in net cash used for financing activities was due to lower payments on our term loans and MCPS dividends, partially offset by payments for fees associated with the refinancing of our existing credit facilities in January 2024. During both periods presented, we used $100.0 of cash on hand to repurchase our ordinary shares.

Free cash flow (non-GAAP measure)

The following table reconciles our non-GAAP Free cash flow measure to Net cash provided by operating activities for the periods presented:


	Nine Months Ended September 30,
	2024		2023
Net cash provided by operating activities	$	505.3	$	553.3
Capital expenditures	(206.9)		(178.6)
Free cash flow	$	298.4	$	374.7

The decrease in Free cash flow was driven by lower operating results and increased capital expenditures, partially offset by timing of working capital changes. Our capital expenditures in both periods presented consisted primarily of capitalized labor, contract services, and other costs associated with product and content development.

Borrowings

As of September 30, 2024, we had $4,681.9 of outstanding borrowings under our notes and credit facilities. We incurred $213.5 and $218.5 of interest expense associated with our debt obligations during the nine months ended September 30, 2024 and 2023, respectively. Our contingent liabilities consist primarily of letters of credit and performance bonds and other similar obligations in the ordinary course of business.

In January 2024, we refinanced our existing credit facilities to provide improved financial flexibility, including extending our debt maturities and lowering our annual cash interest costs. We amended our $750.0 revolving credit facility by reducing it to a $700.0 facility (with a letter of credit sublimit of $77.0) and extending the maturity date to January 31, 2029. We also made a prepayment of $47.4 on our existing term loans due in 2026 and then refinanced the remaining term loans with a new $2,150 tranche of term loans maturing in 2031. The interest rate margin for the new term loan facility decreased from 300 to 275 basis points per annum in the case of loans bearing interest by reference to term SOFR. The term loans amortize in equal quarterly installments (the first installment was paid on June 28, 2024) equivalent to a rate of 1.00% per annum, with the balance due at maturity.

For further discussion related to our outstanding borrowings, see Note 6 - Debt included in Part I, Item 1 of this quarterly report.

Commitments and Contingencies

In addition to the scheduled future debt repayments that we will need to make, we also have commitments and plans related to our share repurchase program, capital expenditures, and other commitments in the ordinary course of business, primarily for cloud computing services and software license costs. Any amounts for which we are currently liable are reflected in our Condensed Consolidated Balance Sheets as Accounts payable or Accrued expenses and other current liabilities.

As of September 30, 2024, we had $300.0 of availability remaining under our current share repurchase program, which is valid through December 31, 2024.

In addition, we are engaged in various legal proceedings and claims that have arisen in the ordinary course of business and have taken what we believe to be adequate reserves related to the litigation and threatened claims. We maintain appropriate insurance policies, which are likely to provide some coverage for these liabilities or other losses that may arise from litigation matters. For additional information about our legal proceedings and claims, see Note 14 - Commitments and Contingencies included in Part I, Item 1 of this quarterly report.

We require and will continue to need significant cash resources to, among other things, meet our debt service requirements, fund our working capital requirements, make capital expenditures (including product and content development), and expand our business through acquisitions. Based on our forecasts, we believe that cash flow from operations, available cash on hand, borrowing capacity, and access to capital markets will be adequate to service debt, meet liquidity needs, and fund capital expenditures and other business plans for both the next 12 months and the foreseeable future. Our future capital requirements will depend on many factors, including the number of future acquisitions and the timing and extent of

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spending to support product development efforts. We could be required, or could elect, to seek additional funding through public or private equity or debt financings; however, additional funds may not be available on terms acceptable to us.

Critical Accounting Policies and Estimates

Other than as discussed below, there have been no material changes to our critical accounting policies, estimates, and assumptions from those reported under Part I, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates in our annual report on Form 10-K for the year ended December 31, 2023.

Goodwill

We perform goodwill impairment testing during the fourth quarter of each year, or more frequently if events or changes in circumstances indicate that carrying value may not be recoverable. In the second quarter of 2024, we performed an interim quantitative goodwill impairment assessment, primarily due to sustained declines in our share price.

Consistent with our policy, we estimated the fair value of our segment reporting units using a discounted cash flow (“DCF”) model. The most significant change in assumptions compared to our most recent analysis (performed in the fourth quarter of 2023) was the estimated discount rates. We updated the discount rate assumptions to 10.5% and 11.5% for our A&G and LS&H segment reporting units, respectively, compared to 9.5% and 10% for the same respective segment reporting units in the fourth quarter 2023 analysis. As a result of the quantitative analysis performed, we recorded a $302.8 goodwill impairment charge for the LS&H segment reporting unit in the second quarter of 2024. The use of a different set of assumptions and estimates could have resulted in materially different results. A 50 basis point increase in the discount rate assumption would have resulted in an incremental impairment charge for the LS&H segment reporting unit of approximately $60, while the fair value of the A&G segment reporting unit would still be substantially in excess of its carrying value.

Future events or changes in circumstances could result in additional changes to our DCF assumptions and estimates that would materially affect the determination of estimated fair value and result in additional impairment charges.

Recently Issued and Adopted Accounting Pronouncements

For recently issued and adopted accounting pronouncements, see Note 1 - Nature of Operations and Summary of Significant Accounting Policies included in Part I, Item 1 of this quarterly report.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Market risk is the risk that changes in market prices, such as foreign currency exchange rates and interest rates, will affect our cash flows or the fair value of our holdings of financial instruments. Market risks as of September 30, 2024 have not materially changed from those discussed under Part I, Item 7A. Quantitative and Qualitative Disclosures About Market Risk in our annual report on Form 10-K for the year ended December 31, 2023.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Pursuant to Rules 13a-15(b) and 15d-15(b) under the Securities Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act as of the end of the period covered by this report. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of our controls and procedures relative to their costs.

Based on that evaluation, our CEO and CFO concluded that, as of September 30, 2024 our disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed in the reports to be filed or submitted under the Securities Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

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Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the three months ended September 30, 2024 that materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

PART II. Other Information

Item 1. Legal Proceedings.

For information related to legal proceedings, see Note 14 - Commitments and Contingencies included in Part I, Item 1 of this quarterly report.

Item 1A. Risk Factors.

There have been no material changes to the risk factors associated with our business from those reported under Part I, Item 1A. Risk Factors in our annual report on Form 10-K for the year ended December 31, 2023.

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

Issuer Purchases of Equity Securities

The following table sets forth the total number of shares purchased, the average price paid per share, the total number of shares purchased as part of publicly announced programs, and the approximate dollar value of shares that may yet be purchased under the programs for each month during the three months ended September 30, 2024.


Period	Total Number of Shares Purchased(1)	Average Price Paid Per Share		Total Number of Shares Purchased As Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares That May Yet Be Purchased Under Plans or Programs(2)
July 1, 2024 - July 31, 2024	54,845	$	5.68	—	$	400
August 1, 2024 - August 31, 2024	10,549,052	$	6.54	10,535,504	$	331
September 1, 2024 - September 30, 2024	5,287,548	$	6.69	4,645,399	$	300






Total	15,891,445			15,180,903
(1) Includes shares withheld to satisfy tax withholding obligations on behalf of employees that occur upon vesting and delivery of outstanding shares underlying equity awards under the 2019 Incentive Award Plan.
(2) In May 2023, the Company's Board of Directors approved the extension of its share repurchase authorization through December 31, 2024, and reduced the authorization from $1,000.0 to $500.0. To enable the buybacks under the Board's authorization, the Company obtained shareholder approval on July 27, 2023 to permit it to conduct open-market purchases of up to 100.0 million of its ordinary shares from time to time as approved by the Board of Directors at a minimum purchase price of $1 per share and maximum purchase price of $35 per share. As of September 30, 2024, the Company had $300.0 of availability remaining under the Board's current authorization.

Item 5. Other Information.

During the quarter ended September 30, 2024, no director or officer (as defined in Rule 16a-1 under the Exchange Act) of the Company adopted or terminated a Rule 10b5-1 trading plan or adopted or terminated a non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408(a) of Regulation S-K).

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Item 6. Exhibits.

EXHIBIT INDEX


4.1*			Fourth Supplemental Indenture dated as of April 14, 2022, to the indenture dated as of October 31, 2019 among Camelot Finance S.A., as Issuer, the guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent, governing the Issuer’s 4.50% Senior Secured Notes due 2026
4.2*			Fifth Supplemental Indenture dated as of September 13, 2024, to the indenture dated as of October 31, 2019 among Camelot Finance S.A., as Issuer, the guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent, governing the Issuer’s 4.50% Senior Secured Notes due 2026
4.3*			Second Supplemental Indenture dated as of April 14, 2022, to the indenture dated as of August 19, 2021 among Clarivate Science Holdings Corporation, as Issuer, the guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent, governing the Issuer’s 3.875% Senior Secured Notes due 2028
4.4*			Third Supplemental Indenture dated as of September 13, 2024, to the indenture dated as of August 19, 2021 among Clarivate Science Holdings Corporation, as Issuer, the guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent, governing the Issuer’s 3.875% Senior Secured Notes due 2028
4.5*			Second Supplemental Indenture dated as of April 14, 2022, to the indenture dated as of August 19, 2021 among Clarivate Science Holdings Corporation, as Issuer, the guarantors party thereto and Wilmington Trust, National Association, as trustee, governing the Issuer’s 4.875% Senior Notes due 2029
4.6*			Third Supplemental Indenture dated as of September 13, 2024, to the indenture dated as of August 19, 2021 among Clarivate Science Holdings Corporation, as Issuer, the guarantors party thereto and Wilmington Trust, National Association, as trustee, governing the Issuer’s 4.875% Senior Notes due 2029
10.1*+			Separation agreement, dated August 1, 2024, by and between Clarivate Plc and Jonathan Gear
10.2*+			Employment agreement, dated August 1, 2024, by and between Ex Libris Ltd. and Matitiahu (Matti) Shem Tov
31*			Certification of our Chief Executive Officer and our Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32*			Certification of our Chief Executive Officer and our Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101*			The following information from our Form 10-Q for the quarter ended September 30, 2024, formatted in Inline Extensible Business Reporting Language: (i) Condensed Consolidated Balance Sheets (Unaudited), (ii) Condensed Consolidated Statements of Operations (Unaudited), (iii) Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited), (iv) Condensed Consolidated Statements of Changes in Equity (Unaudited), (v) Condensed Consolidated Statements of Cash Flows (Unaudited), and (vi) Notes to the Condensed Consolidated Financial Statements (Unaudited).
104*			Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

* Filed herewith.

+ Compensatory plan or arrangement.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized in the City of London, United Kingdom on November 6, 2024.


CLARIVATE PLC
By:			/s/ Jonathan M. Collins
			Name: Jonathan M. Collins
			Title: Executive Vice President & Chief Financial Officer

SUPPLEMENTAL INDENTURE

FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of April 14, 2022, among the Guarantors listed on Annex I attached hereto (each a “New Guarantor” and collectively the “New Guarantors”), each a subsidiary of Camelot UK Bidco Limited, a private limited liability company incorporated under the laws of England and Wales (“UK Holdco”), Camelot Finance S.A., a public limited liability company (société anonyme) organized and established under the laws of the Grand Duchy of Luxembourg, having its registered office at 14 rue Edward Steichen, L-2540 Luxembourg, and registered with the Luxembourg Trade and Companies Register under number B 208514 (the “Issuer”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee (the “Trustee”) and collateral agent (“the Collateral Agent”).

W I T N E S S E T H :

WHEREAS the Issuer has heretofore executed and delivered to the Trustee and the Collateral Agent an Indenture (as amended, supplemented or otherwise modified, the “Indenture”) dated as of October 31, 2019, providing for the issuance of the Issuer’s 4.50% Senior Secured Notes due 2026 initially in the aggregate principal amount of $700,000,000 (the “Securities”);

WHEREAS Section 4.10 of the Indenture provides that under certain circumstances the Issuer is required to cause each New Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which such New Guarantor shall unconditionally guarantee all the Issuer’s obligations under the Securities pursuant to a Guarantee on the terms and conditions set forth herein; and

WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee, the Collateral Agent and the Issuer are authorized to execute and deliver this Supplemental Indenture without consent of the Holders;

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantors, the Issuer, the Trustee and the Collateral Agent mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined, except that the term “Holders” in this Supplemental Indenture shall refer to the term “Holders” as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such Holders. The words “herein,” “hereof” and hereby and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

2. Agreement to Guarantee. Each New Guarantor hereby agrees, jointly and severally with all existing Guarantors, to unconditionally guarantee the Issuer’s

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obligations under the Securities on the terms and subject to the conditions and limitations set forth in Article 11 of the Indenture and to be bound by all other applicable provisions of the Indenture and the Securities and to perform all of the obligations and agreements of a Guarantor under the Indenture.

3. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby.

4. Notices. All notices or other communications to each New Guarantor shall be given as provided in Section 12.02 of the Indenture.

5. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF TO THE EXTENT THE LAW OF ANOTHER JURISDICTION WOULD BE APPLIED THEREBY.

(a)Consent to Jurisdiction. Any legal suit, action or proceeding arising out of or based upon the Indenture, this Supplemental Indenture, the Securities, the Guarantees or the transactions contemplated hereby (“Related Proceedings”) may be instituted in the federal courts of the United States of America located in the City and County of New York or the courts of the State of New York in each case located in the City and County of New York (collectively, the “Specified Courts”), and, subject to the final sentence of this Section 5(a), each party irrevocably submits to the non-exclusive jurisdiction of the Specified Courts in any Related Proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any Related Proceeding brought in any Specified Court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any Related Proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any Specified Court that any Related Proceeding brought in any Specified Court has been brought in an inconvenient forum. The Trustee and Collateral Agent reserve the right to bring an action in any court that has jurisdiction over the trust estate, which may be a court other than the Specified Courts, when seeking a direction from a court in the administration of the trust estate. Each New Guarantor that is not located in the United States hereby appoints Camelot U.S. Acquisition 1 Co., a Delaware corporation (“Camelot Acquisition Co.”), as agent for service of process or other legal summons for purposes of any Related Proceedings that may be instituted in any Specified Courts. The address for Camelot Acquisition Co., the initial agent for

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service of process, is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington Delaware 19808, United States.

(b)Waiver of Immunity. With respect to any Related Proceeding, each party irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the Specified Courts, and with respect to any suits, actions, or proceedings instituted in regard to the enforcement of a judgment of any Specified Court in a Related Proceeding (a “Related Judgment”), each party waives any such immunity in the Specified Courts or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended.

6. Trustee and Collateral Agent Make No Representation. Neither the Trustee nor the Collateral Agent makes any representation as to the validity or sufficiency of this Supplemental Indenture.

7. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Supplemental Indenture. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

8. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

CAMELOT FINANCE S.A.,

as Issuer,

By:    /s/ Andrew Graham Wright
    Name: Andrew Graham Wright
    Title: Class A Director

By:    /s/ Adrien Cenni
    Name: Adrien Cenni
    Title: Class B Director

[Signature Page to Fourth Supplemental Indenture]

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CLARIVATE EL CORPORATION

CLARIVATE US SCIENCE

HOLDINGS CORPORATION

PROQUEST LP

PROQUEST LLC

PROQUEST NOTES COMPANY

ENERGY ABSTRACTS LLC

SIPX LLC

DIALOG LLC

PROQUEST INFORMATION AND LEARNING LLC

ALEXANDER STREET PRESS, LLC

MICROTRAINING ASSOCIATES, LLC

EX LIBRIS GLOBAL HOLDINGS, INC.

EX LIBRIS GROUP HOLDINGS CORP

EX LIBRIS GROUP LLC

EX LIBRIS (USA), INC.

III ACQUISITION CORP.

PLS SOLUTIONS, INC.

INNOVATIVE INTERFACES INCORPORATED

GIS INFORMATION SYSTEMS, INC.,

as New Subsidiary Guarantors

By:    /s/ Jonathan Collins
    Name: Jonathan Collins
    Title: Chief Financial Officer

PROQUEST HOLDINGS CANADA LLC,

as New Subsidiary Guarantor

By:    /s/ Kathleen Sullivan
    Name: Kathleen Sullivan
    Title: Vice President

[Signature Page to Fourth Supplemental Indenture]

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PROQUEST EUROPEAN HOLDINGS LIMITED

PI2 SOLUTIONS LTD

PROQUEST UK HOLDINGS LTD

PROQUEST INFORMATION AND LEARNING LIMITED,

as New Subsidiary Guarantors

By:    /s/ Andrew Wright
    Name: Andrew Wright
    Title: Director

[Signature Page to Fourth Supplemental Indenture]

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WILMINGTON TRUST, NATIONAL

ASSOCIATION, as Trustee

By:    /s/ Barry D. Somrock
    Name: Barry D. Somrock
    Title: Vice President

WILMINGTON TRUST, NATIONAL

ASSOCIATION, as Collateral Agent

By:    /s/ Barry D. Somrock
    Name: Barry D. Somrock
    Title: Vice President

[Signature Page to Fourth Supplemental Indenture]

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Annex I to

Supplemental Indenture

1.Clarivate EL Corporation, a Delaware corporation

2.Clarivate US Science Holdings Corporation, a Delaware corporation

3.ProQuest LP, a Maryland limited partnership

4.ProQuest LLC, a Delaware limited liability company

5.ProQuest Notes Company, a Delaware corporation

6.Energy Abstracts LLC, a Delaware limited liability company

7.SIPX LLC, a Delaware limited liability company

8.Dialog LLC, a Delaware limited liability company

9.ProQuest Information and Learning LLC, a Delaware limited liability company

10.ProQuest Holdings Canada LLC, a Delaware limited liability company

11.Alexander Street Press, LLC, a Delaware limited liability company

12.Microtraining Associates, LLC, a Massachusetts limited liability company

13.Ex Libris Global Holdings, Inc., a Delaware corporation

14.Ex Libris Group Holdings Corp., a Delaware corporation

15.Ex Libris Group LLC, a Delaware limited liability company

16.Ex Libris (USA), Inc., a New York corporation

17.III Acquisition Corp., a Delaware corporation

18.PLS Solutions, Inc., a New York corporation

19.Innovative Interfaces Incorporated, a California corporation

20.GIS Information Systems, Inc., a New York corporation

21.ProQuest European Holdings Limited, an England and Wales private limited company

22.Pi2 Solutions Ltd, an England and Wales private limited company

23.ProQuest UK Holdings Ltd, an England and Wales private limited company

24.ProQuest Information and Learning Limited, an England and Wales private limited company

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SUPPLEMENTAL INDENTURE

FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of September 13, 2024, among the Guarantors listed on Annex I attached hereto (each, a “New Guarantor” and collectively, the “New Guarantors”), each a subsidiary of Camelot UK Bidco Limited, a private limited liability company incorporated under the laws of England and Wales (“UK Holdco”), Camelot Finance S.A., a public limited liability company (société anonyme) organized and established under the laws of the Grand Duchy of Luxembourg, having its registered office at 16 rue Eugène Ruppert, L-2453 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Trade and Companies Register (R.C.S. Luxembourg) under number B 208514 (the “Issuer”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee (the “Trustee”) and collateral agent (“the Collateral Agent”).

W I T N E S S E T H :

WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee, the Collateral Agent and the Issuer are authorized to execute and deliver this Supplemental Indenture without consent of the Holders;

2. Agreement to Guarantee. Each New Guarantor hereby agrees, jointly and severally with all existing Guarantors, to unconditionally guarantee the Issuer’s obligations under the Securities on the terms and subject to the conditions and limitations set forth in Article 11 of the Indenture and to be bound by all other applicable provisions of the Indenture and the Securities and to perform all of the obligations and agreements of a Guarantor under the Indenture.

4. Notices. All notices or other communications to each New Guarantor shall be given as provided in Section 12.02 of the Indenture.

process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the Specified Courts, and with respect to any suits, actions, or proceedings instituted in regard to the enforcement of a judgment of any Specified Court in a Related Proceeding (a “Related Judgment”), each party waives any such immunity in the Specified Courts or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended.

6. Trustee and Collateral Agent Make No Representation. Neither the Trustee nor the Collateral Agent makes any representation as to the validity or sufficiency of this Supplemental Indenture.

8. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

Rowan TELS Corp.,

Bruin Holdco, Inc.,

Global QMS, Inc.,

as the New Guarantors

By:     /s/ John Doulamis
    Name: John Doulamis
    Title: Vice President, Deputy General Counsel and Secretary

CAMELOT FINANCE S.A.,

as Issuer,

By:    /s/ Andrew Wright
    Name: Andrew Wright
    Title: Class A Director

By:    /s/ Adrien Cenni
    Name: Adrien Cenni
    Title: Class B Director

[Signature Page to Fifth Supplemental Indenture]

WILMINGTON TRUST, NATIONAL

ASSOCIATION, as Trustee

By:    /s/ Barry D. Somrock
    Name: Barry D. Somrock
    Title: Vice President

WILMINGTON TRUST, NATIONAL

ASSOCIATION, as Collateral Agent

By:    /s/ Barry D. Somrock
    Name: Barry D. Somrock
    Title: Vice President

[Signature Page to Fifth Supplemental Indenture]

Annex I

1.Rowan TELS Corp., a Delaware corporation

2.Bruin Holdco, Inc, a Delaware corporation

3.Global QMS, Inc., a Massachusetts corporation

SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of April 14, 2022, among the Guarantors listed on Annex I attached hereto (each a “New Guarantor” and collectively the “New Guarantors”), each a subsidiary of Camelot UK Bidco Limited, a private limited liability company incorporated under the laws of England and Wales (“UK Holdco”), Clarivate Science Holdings Corporation, a Delaware corporation (the “Issuer”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee (the “Trustee”) and collateral agent (the “Collateral Agent”).

W I T N E S E T H :

WHEREAS the Issuer has heretofore executed and delivered to the Trustee and the Collateral Agent an Indenture (as amended, supplemented or otherwise modified, the “Indenture”) dated as of August 19, 2021, providing for the issuance of the Issuer’s 3.875% Senior Secured Notes due 2028 initially in the aggregate principal amount of $921,177,000 (the “Securities”);

WHEREAS Section 4.10 of the Indenture provides that under certain circumstances the Issuer is required to cause each New Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which each New Guarantor shall unconditionally guarantee all the Issuer’s obligations under the Securities pursuant to a Guarantee on the terms and conditions set forth herein; and

WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee, the Collateral Agent and the Issuer are authorized to execute and deliver this Supplemental Indenture without consent of the Holders;

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, each New Guarantor, the Issuer, the Trustee and the Collateral Agent mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

2. Agreement to Guarantee. Each New Guarantor hereby agrees, jointly and severally with all existing Guarantors (if any), to unconditionally guarantee the Issuer’s obligations under the Securities on the terms and subject to the conditions and limitations set forth in Article 11 of the Indenture and to be bound by all other applicable provisions of the Indenture and the Securities and to perform all of the obligations and agreements of a Guarantor under the Indenture.

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4. Notices. All notices or other communications to each New Guarantor shall be given as provided in Section 12.02 of the Indenture.

(a)Consent to Jurisdiction. Any legal suit, action or proceeding arising out of or based upon the Indenture, this Supplemental Indenture, the Securities, the Guarantees or the transactions contemplated hereby (“Related Proceedings”) may be instituted in the federal courts of the United States of America located in the City and County of New York or the courts of the State of New York in each case located in the City and County of New York (collectively, the “Specified Courts”), and, subject to the final sentence of this Section 5(a), each party irrevocably submits to the non-exclusive jurisdiction of the Specified Courts in any Related Proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any Related Proceeding brought in any Specified Court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any Related Proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any Specified Court that any Related Proceeding brought in any Specified Court has been brought in an inconvenient forum. The Trustee and Collateral Agent reserve the right to bring an action in any court that has jurisdiction over the trust estate, which may be a court other than the Specified Courts, when seeking a direction from a court in the administration of the trust estate. Each New Guarantor not located in the United States hereby appoints the Issuer as its agent for service of process or other legal summons for purposes of any Related Proceedings that may be instituted in any Specified Courts. The address for Clarivate Science Holdings Corporation, the initial agent for service of process, is Clarivate Science Holdings Corporation, c/o Clarivate Plc, Friar’s House, 160 Blackfriars Road, London SEI 8EZ, UK, Attention: General Counsel.

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otherwise be entitled in the Specified Courts, and with respect to any suits, actions, or proceedings instituted in regard to the enforcement of a judgment of any Specified Court in a Related Proceeding (a “Related Judgment”), each party waives any such immunity in the Specified Courts or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended.

6. Trustee and Collateral Agent Make No Representation. Neither the Trustee nor the Collateral Agent makes any representation as to the validity or sufficiency of this Supplemental Indenture.

7. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Supplemental Indenture. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile, PDF or other electronic transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile, PDF or other electronic methods shall be deemed to be their original signatures for all purposes.

8. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

CLARIVATE EL CORPORATION

CLARIVATE US SCIENCE

HOLDINGS CORPORATION

PROQUEST LP

PROQUEST LLC

PROQUEST NOTES COMPANY

ENERGY ABSTRACTS LLC

SIPX LLC

DIALOG LLC

PROQUEST INFORMATION AND LEARNING LLC

ALEXANDER STREET PRESS, LLC

MICROTRAINING ASSOCIATES, LLC

EX LIBRIS GLOBAL HOLDINGS, INC.

EX LIBRIS GROUP HOLDINGS CORP

EX LIBRIS GROUP LLC

EX LIBRIS (USA), INC.

III ACQUISITION CORP.

PLS SOLUTIONS, INC.

INNOVATIVE INTERFACES INCORPORATED

GIS INFORMATION SYSTEMS, INC.,

as New Subsidiary Guarantors

By:    /s/ Jonathan Collins
    Name: Jonathan Collins
    Title: Chief Financial Officer

PROQUEST HOLDINGS CANADA LLC,

as New Subsidiary Guarantor

By:    /s/ Kathleen Sullivan
    Name: Kathleen Sullivan
    Title: Vice President

[Signature Page to Second Supplemental Indenture to Secured Notes Indenture]

PROQUEST EUROPEAN HOLDINGS LIMITED

PI2 SOLUTIONS LTD

PROQUEST UK HOLDINGS LTD

PROQUEST INFORMATION AND LEARNING LIMITED,

as New Subsidiary Guarantors

By:    /s/ Andrew Wright
    Name: Andrew Wright
    Title: Director

CLARIVATE SCIENCE HOLDINGS CORPORATION

By:    /s/ Jonathan Collins
    Name:     Jonathan Collins
    Title:    Chief Financial Officer

[Signature Page to Second Supplemental Indenture to Secured Notes Indenture]

WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Trustee

By: /s/ Barry D. Somrock
    Name: Barry D. Somrock
    Title: Vice President

WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Collateral Agent

By: /s/ Barry D. Somrock
    Name: Barry D. Somrock
    Title: Vice President

[Signature Page to Second Supplemental Indenture to Secured Notes Indenture]

ANNEX I

1.Clarivate EL Corporation, a Delaware corporation

2.Clarivate US Science Holdings Corporation, a Delaware corporation

3.ProQuest LP, a Maryland limited partnership

4.ProQuest LLC, a Delaware limited liability company

5.ProQuest Notes Company, a Delaware corporation

6.Energy Abstracts LLC, a Delaware limited liability company

7.SIPX LLC, a Delaware limited liability company

8.Dialog LLC, a Delaware limited liability company

9.ProQuest Information and Learning LLC, a Delaware limited liability company

10.ProQuest Holdings Canada LLC, a Delaware limited liability company

11.Alexander Street Press, LLC, a Delaware limited liability company

12.Microtraining Associates, LLC, a Massachusetts limited liability company

13.Ex Libris Global Holdings, Inc., a Delaware corporation

14.Ex Libris Group Holdings Corp., a Delaware corporation

15.Ex Libris Group LLC, a Delaware limited liability company

16.Ex Libris (USA), Inc., a New York corporation

17.III Acquisition Corp., a Delaware corporation

18.PLS Solutions, Inc., a New York corporation

19.Innovative Interfaces Incorporated, a California corporation

20.GIS Information Systems, Inc., a New York corporation

21.ProQuest European Holdings Limited, an England and Wales private limited company

22.Pi2 Solutions Ltd, an England and Wales private limited company

23.ProQuest UK Holdings Ltd, an England and Wales private limited company

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24.ProQuest Information and Learning Limited, an England and Wales private limited company

#95541496v6

THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of September 13, 2024, among the Guarantors listed on Annex I attached hereto (each, a “New Guarantor” and collectively, the “New Guarantors”), each a subsidiary of Camelot UK Bidco Limited, a private limited liability company incorporated under the laws of England and Wales (“UK Holdco”), Clarivate Science Holdings Corporation, a Delaware corporation (the “Issuer”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee (the “Trustee”) and collateral agent (the “Collateral Agent”).

W I T N E S S E T H :

WHEREAS the Issuer has heretofore executed and delivered to the Trustee and the Collateral Agent an Indenture (as amended, supplemented or otherwise modified, the “Indenture”) dated as of August 19, 2021, providing for the issuance of the Issuer’s 3.875% Senior Secured Notes due 2028 initially in the aggregate principal amount of $921,177,000 (the “Securities”);

WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee, the Collateral Agent and the Issuer are authorized to execute and deliver this Supplemental Indenture without consent of the Holders;

4. Notices. All notices or other communications to each New Guarantor shall be given as provided in Section 12.02 of the Indenture.

Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended.

6. Trustee and Collateral Agent Make No Representation. Neither the Trustee nor the Collateral Agent makes any representation as to the validity or sufficiency of this Supplemental Indenture.

7. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Supplemental Indenture. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile, PDF or other electronic transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile, PDF or other electronic methods shall be deemed to be their original signatures for all purposes.

8. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

Rowan TELS Corp.,

Bruin Holdco, Inc.,

Global QMS, Inc.,

as the New Guarantors

By: /s/ John Doulamis

Name: John Doulamis
Title: Vice President, Deputy

General Counsel and Secretary

CLARIVATE SCIENCE HOLDINGS CORPORATION

By: /s/Amit Singla

Name: Amit Singla
Title: Senior Vice President and Group Treasurer

[Signature Page to Third Supplemental Indenture to Secured Notes Indenture]

WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Trustee

By: /s/ Barry D. Somrock
    Name: Barry D. Somrock
    Title: Vice President

WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Collateral Agent

By: /s/ Barry D. Somrock
    Name: Barry D. Somrock
    Title: Vice President

[Signature Page to Third Supplemental Indenture to Secured Notes Indenture]

Annex I

1.Rowan TELS Corp., a Delaware corporation

2.Bruin Holdco, Inc, a Delaware corporation

3.Global QMS, Inc., a Massachusetts corporation

W I T N E S E T H :

WHEREAS the Issuer has heretofore executed and delivered to the Trustee an Indenture (as amended, supplemented or otherwise modified, the “Indenture”) dated as of August 19, 2021, providing for the issuance of the Issuer’s 4.875% Senior Notes due 2029 initially in the aggregate principal amount of $921,399,000 (the “Securities”);

WHEREAS Section 4.10 of the Indenture provides that under certain circumstances the Issuer is required to cause each New Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which each New Guarantor shall unconditionally guarantee all the Issuer’s obligations under the Securities pursuant to a Guarantee on the terms and conditions set forth herein; and

WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee and the Issuer are authorized to execute and deliver this Supplemental Indenture without consent of the Holders;

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, each New Guarantor, the Issuer and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

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4. Notices. All notices or other communications to each New Guarantor shall be given as provided in Section 12.02 of the Indenture.

Consent to Jurisdiction. Any legal suit, action or proceeding arising out of or based upon the Indenture, this Supplemental Indenture, the Securities, the Guarantees or the transactions contemplated hereby (“Related Proceedings”) may be instituted in the federal courts of the United States of America located in the City and County of New York or the courts of the State of New York in each case located in the City and County of New York (collectively, the “Specified Courts”), and, subject to the final sentence of this Section 5(a), each party irrevocably submits to the non-exclusive jurisdiction of the Specified Courts in any Related Proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any Related Proceeding brought in any Specified Court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any Related Proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any Specified Court that any Related Proceeding brought in any Specified Court has been brought in an inconvenient forum. The Trustee reserves the right to bring an action in any court that has jurisdiction over the trust estate, which may be a court other than the Specified Courts, when seeking a direction from a court in the administration of the trust estate. Each New Guarantor not located in the United States hereby appoints the Issuer as its agent for service of process or other legal summons for purposes of any Related Proceedings that may be instituted in any Specified Courts. The address for Clarivate Science Holdings Corporation, the initial agent for service of process, is Clarivate Science Holdings Corporation, c/o Clarivate Plc, Friar’s House, 160 Blackfriars Road, London SEI 8EZ, UK, Attention: General Counsel.

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entitled in the Specified Courts, and with respect to any suits, actions, or proceedings instituted in regard to the enforcement of a judgment of any Specified Court in a Related Proceeding (a “Related Judgment”), each party waives any such immunity in the Specified Courts or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended.

6. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

7. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Supplemental Indenture. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile, PDF or other electronic transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile, PDF or other electronic methods shall be deemed to be their original signatures for all purposes.

8. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.

#95541375v6

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

CLARIVATE EL CORPORATION

CLARIVATE US SCIENCE

HOLDINGS CORPORATION

PROQUEST LP

PROQUEST LLC

PROQUEST NOTES COMPANY

ENERGY ABSTRACTS LLC

SIPX LLC

DIALOG LLC

PROQUEST INFORMATION AND LEARNING LLC

ALEXANDER STREET PRESS, LLC

MICROTRAINING ASSOCIATES, LLC

EX LIBRIS GLOBAL HOLDINGS, INC.

EX LIBRIS GROUP HOLDINGS CORP

EX LIBRIS GROUP LLC

EX LIBRIS (USA), INC.

III ACQUISITION CORP.

PLS SOLUTIONS, INC.

INNOVATIVE INTERFACES INCORPORATED

GIS INFORMATION SYSTEMS, INC.,

as New Subsidiary Guarantors

By:    /s/ Jonathan Collins
    Name: Jonathan Collins
    Title: Chief Financial Officer

PROQUEST HOLDINGS CANADA LLC,

as New Subsidiary Guarantor

By:    /s/ Kathleen Sullivan
    Name: Kathleen Sullivan
    Title: Vice President

[Signature Page to Second Supplemental Indenture Unsecured Notes Indenture]

PROQUEST EUROPEAN HOLDINGS LIMITED

PI2 SOLUTIONS LTD

PROQUEST UK HOLDINGS LTD

PROQUEST INFORMATION AND LEARNING LIMITED,

as New Subsidiary Guarantors

By:    /s/ Andrew Wright
    Name: Andrew Wright
    Title: Director

CLARIVATE SCIENCE HOLDINGS CORPORATION

By:    /s/ Jonathan Collins
    Name: Jonathan Collins
    Title: Chief Financial Officer

[Signature Page to Second Supplemental Indenture Unsecured Notes Indenture]

WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Trustee

By: /s/ Barry D. Somrock
    Name: Barry D. Somrock
    Title: Vice President

[Signature Page to Second Supplemental Indenture Unsecured Notes Indenture]

ANNEX I

1.Clarivate EL Corporation, a Delaware corporation

2.Clarivate US Science Holdings Corporation, a Delaware corporation

3.ProQuest LP, a Maryland limited partnership

4.ProQuest LLC, a Delaware limited liability company

5.ProQuest Notes Company, a Delaware corporation

6.Energy Abstracts LLC, a Delaware limited liability company

7.SIPX LLC, a Delaware limited liability company

8.Dialog LLC, a Delaware limited liability company

9.ProQuest Information and Learning LLC, a Delaware limited liability company

10.ProQuest Holdings Canada LLC, a Delaware limited liability company

11.Alexander Street Press, LLC, a Delaware limited liability company

12.Microtraining Associates, LLC, a Massachusetts limited liability company

13.Ex Libris Global Holdings, Inc., a Delaware corporation

14.Ex Libris Group Holdings Corp., a Delaware corporation

15.Ex Libris Group LLC, a Delaware limited liability company

16.Ex Libris (USA), Inc., a New York corporation

17.III Acquisition Corp., a Delaware corporation

18.PLS Solutions, Inc., a New York corporation

19.Innovative Interfaces Incorporated, a California corporation

20.GIS Information Systems, Inc., a New York corporation

21.ProQuest European Holdings Limited, an England and Wales private limited company

22.Pi2 Solutions Ltd, an England and Wales private limited company

23.ProQuest UK Holdings Ltd, an England and Wales private limited company

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24.ProQuest Information and Learning Limited, an England and Wales private limited company

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W I T N E S S E T H :

WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee and the Issuer are authorized to execute and deliver this Supplemental Indenture without consent of the Holders;

4. Notices. All notices or other communications to each New Guarantor shall be given as provided in Section 12.02 of the Indenture.

Waiver of Immunity. With respect to any Related Proceeding, each party irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the Specified Courts, and with respect to any suits, actions, or proceedings instituted in regard to the enforcement of a judgment of any Specified Court in a Related Proceeding (a “Related Judgment”), each party waives any such immunity in the Specified Courts or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such Related Proceeding

or Related Judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended.

6. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

7. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Supplemental Indenture. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile, PDF or other electronic transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile, PDF or other electronic methods shall be deemed to be their original signatures for all purposes.

8. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

Rowan TELS Corp.,

Bruin Holdco, Inc.,

Global QMS, Inc.,

as the New Guarantors

By:    /s/ John Doulamis
    Name: John Doulamis
    Title: Vice President, Deputy General Counsel and Secretary

CLARIVATE SCIENCE HOLDINGS CORPORATION

By:    /s/ Amit Singla
    Name: Amit Singla
    Title: Senior Vice President and Group Treasurer

[Signature Page to Third Supplemental Indenture Unsecured Notes Indenture]

WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Trustee

By: /s/ Barry D. Somrock
    Name: Barry D. Somrock
    Title: Vice President

[Signature Page to Third Supplemental Indenture Unsecured Notes Indenture]

Annex I

1.Rowan TELS Corp., a Delaware corporation

2.Bruin Holdco, Inc, a Delaware corporation

3.Global QMS, Inc., a Massachusetts corporation

August 1, 2024

Jonathan Gear
[ADDRESS REDACTED]

Dear Jonathan:

This letter agreement (“Agreement”) outlines the terms of the agreement between you and the Clarivate group of companies and their affiliated or related organizations (the “Company”) regarding your transition to a non-executive employment role and subsequent termination of employment.

We have agreed to the following:

▪Transition: From now through August 9, 2024 (the “Transition Date”), you will remain employed with the Company as Chief Executive Officer and will work with the Board of Directors of the Company (the “Board”) and the Company’s executive officers to help facilitate a smooth transition of responsibilities.

Effective as of the Transition Date, you will continued to be employed by the Company for a period beginning on the Transition Date and ending on November 1, 2024 (such date, the “Separation Date”)). During this time, your services will consist of such services, and shall be provided at such times, as may be required from time to time by the Board or the interim Chief Executive Officer of the Company, including providing transition services.

In connection with entering into this Agreement, you acknowledge and agree that, effective as of the Transition Date, you will automatically resign from all your director and officer positions of the Company, including your position as Chief Executive Officer of the Company and as a member of the Board, and that you will execute such further documents and instruments as may be reasonably necessary or appropriate to effectuate such resignations. Effective as of the Transition Date, you will not be an “executive officer” of the Company for the purposes of the rules and regulations of the U.S. Securities and Exchange Commission or an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

▪Salary and Benefits: From now through the Separation Date, you will continue to receive your current annual base salary of $900,000, paid in accordance with the Company’s normal payroll practices and applicable withholdings. You will continue to receive benefits, as elected by you, from the Company.

To the extent you are enrolled in the Company’s medical, dental, vision and/or health savings account as of the Separation Date, your enrollment in these plans will end on the last day of the month that includes the Separation Date. All other applicable employee

benefits including, without limitation, participation in the following Company plans shall continue until the Separation Date: 401(k) plan, dependent care flexible spending account, health care flexible spending account, life insurance, short- and long-term disability, management incentive and any paid time off programs on the first day of the month following the Separation Date. After the Separation Date, you will not be entitled to receive any employee benefits, except for group health coverage continuation in accordance with COBRA and 401(k) benefits, if any, and the Separation Benefits outlined below.

▪Separation Benefits: Subject to your compliance with your obligations under this Agreement (including, for the avoidance of doubt, any of the Restrictive Covenants (as defined below)) and provided you execute (and do not subsequently revoke) (x) the release included on Attachment A hereto (the “Release”) and (y) the Bring-Down Release (as defined on Attachment A), in each case in accordance with the time periods required therein , the Company will provide you with the following payments and benefits (collectively, the “Separation Benefits”):

•Severance: You will receive a lump sum payment of $3,375,000 (equivalent to eighteen (18) months’ of annual base salary and bonus at target under the Annual Incentive Plan (the “AIP”) regardless of Company performance), less applicable deductions and withholdings, within thirty (30) days of the Bring-Down Release Effective Date (as defined in the Release) (and, in no event later than March 15th of the calendar year following the Separation Date).

•Additional Cash Payment: In addition to the payments and benefits above, in recognition of the restructuring of the Company into three end-market segments, you will receive a one-time lump sum cash payment of $1,000,000, less applicable deductions and withholdings, within thirty (30) days of the Bring-Down Release Effective Date (and, in no event later than March 15th of the calendar year following the Separation Date).

•2024 Bonus: You will receive a cash payment equal to your target bonus under the AIP for plan year 2024, pro-rated based on the time elapsed between the beginning of such plan year and the Separation Date, less applicable deductions and withholdings, within thirty (30) days of the Bring-Down Release Effective Date (and, in no event later than March 15th of the calendar year following the Separation Date). You acknowledge and agree you will be ineligible to receive an AIP bonus for plan year 2025 or any subsequent plan year.

•COBRA Payment: The Company will provide a payment to you for the average monthly amount based on your then current benefits election, of eighteen (18) months of COBRA costs in one lump sum, less applicable deductions and withholdings, within thirty (30) days of the Bring-Down Release Effective Date (and, in no event later than March 15th of the calendar year following the Separation Date). This lump sum will be calculated on your then current elections and 2024 COBRA rates. The lump sum payment described in this subparagraph

will be referred to as the “COBRA Reimbursement Amount.” The COBRA Reimbursement Amount will be paid to you using the same method you have elected as of the Separation Date to receive your regular paychecks from the Company. You will receive additional information regarding COBRA and other benefits under separate cover.

•Equity: From now until the Separation Date, any outstanding equity grants will remain subject to the vesting and forfeiture rights and obligations in the Plan and any equity award agreement(s) you may have signed. Except as otherwise noted in this subparagraph, all unvested restricted stock units (“RSUs”) or performance stock units (“PSUs”) granted under Company’s Incentive Award Plan (the “Plan”) will be forfeited on the Separation Date. Notwithstanding the foregoing, and notwithstanding your separation from employment on the Separation Date:

▪The following unvested and outstanding RSUs will vest and be settled on the fifteenth (15th) day of the month that is immediately after the month of the Bring-Down Release Effective Date (and, in no event later than March 15th of the calendar year following the Separation Date): 50,542 unvested RSUs with respect to a new-hire grant originally granted on July 15, 2022, 78,219 unvested RSUs originally granted on July 15, 2022, 109,457 unvested RSUs originally granted on March 1, 2023 and 177,053 unvested RSUs originally granted on March 15, 2024.

▪The following unvested and outstanding PSUs (at target) will remain outstanding and eligible to vest subject to achievement of the applicable performance metrics and be settled within 60 days of the Determination Date (as defined in the applicable award agreement governing such PSUs): 234,657 unvested PSUs originally granted on July 15, 2022 and 492,556 unvested PSUs originally granted on March 1, 2023. In determining achievement of the applicable performance metrics, you shall be treated no less favorably than active employees holding comparable PSUs.

▪Expenses: The Company will reimburse you for any authorized business expenses incurred through the Separation Date, provided they were incurred and submitted in a timely manner and otherwise in accordance with the Company’s policy. For so long as you receive taxable income from the Company, the Company will pay for the preparation of any tax filing by you in the United Kingdom, consistent with the Company’s policy with respect to UK taxation for executive officers and in your role as a director (including, if applicable, any taxes arising from such payment). If you are subject to any incremental tax liability that is not offset by a U.S. foreign tax credit, the Company will provide you with a tax equalization payment in an amount equal to such tax liability (and any taxes on such payment), provided that you provide any reasonably requested back-up information to the Company or its tax preparers.

▪Restrictive Covenants: You acknowledge and agree that you are, and will remain, subject to your Non-Competition and Non-Solicitation Agreement, Confidential

Information and Invention Assignment Agreement and the restrictive covenants set forth in your equity award agreements (collectively, the “Restrictive Covenants”).

▪Remedies: In addition to any other remedies the Company may have, the Company’s obligations under this Agreement shall terminate if you breach any of the provisions of this Agreement (including any of the Restrictive Covenants) in a material respect. If, prior to the Separation Date, you voluntarily terminate or give notice of your intent to voluntarily terminate your employment or service with the Company (other than for Good Reason (as defined under the letter agreement between you and the Company dated July 6, 2022 (the “Offer Letter”)), or are terminated for Cause (as defined in the Offer Letter), you will be ineligible to receive the Separation Benefits or any other benefits under this Agreement or the Offer Letter.

In addition to any other remedies the Company may have, if, following the Separation Date, the Company discovers or otherwise learns of a serious conduct or performance issue(s) that would have provided the Company with Cause to terminate your employment effective immediately if you were still employed by the Company, you acknowledge and agree that, to the extent not already received, you will forfeit all benefits provided to you under this Agreement, including the Separation Benefits, and any amounts or benefits already paid or received by you under this Agreement shall, upon written request by the Company, become immediately repayable to the Company.

In consideration for the payments and benefits described herein, you agree to the following:

▪Executing Agreement: You agree to execute and return this Agreement within fourteen (14) days of the date of this letter and execute and return Attachment A within the Consideration Period defined in the Release. If you do not execute and return both this Agreement and Attachment A by the designated deadlines, and/or if you revoke your acceptance of the Release in Attachment A, this Agreement and your eligibility for a Separation Benefits, as well as any severance benefits under the Offer Letter will be deemed to be automatically withdrawn and of no legal effect.

▪Confidentiality: You agree to treat as confidential and not disclose the terms, contents, or execution of this Agreement or Attachment A, except as required by law, other than to your spouse, legal counsel, or tax advisor, with the understanding that s/he will maintain its confidentiality. This provision is not intended to restrict your legal right to discuss the terms and conditions of your employment, as more specifically set forth in Section 5 (Protected Rights) of the Release.

▪Clawback Policies. Further, you agree and acknowledge that you shall be subject to the Clarivate Plc Executive Compensation Recoupment Policy and the Clarivate Plc Detrimental Conduct Compensation Recoupment Policies (together, the “Clawback Policies”), in each case subject to the terms and conditions thereof and, accordingly, any Covered Compensation (as defined in the Clawback Policies) may be subject to forfeiture and/or recoupment in accordance with the terms of such applicable Clawback Policy.

▪Entire Agreement: This Agreement represents the entire agreement of the parties about the subject matter hereof, and may not be contradicted by evidence prior, contemporaneous, or subsequent oral agreements of the parties. Any modifications of the terms of this Agreement must be made in writing and signed by all parties to the Agreement. All prior understandings relating to the subject matter of this Agreement, whether oral or written, are hereby superseded by this Agreement other than any documents expressly referenced in this Agreement, defined in Attachment A, or incorporated herein by reference. For the avoidance of doubt, other than the payments and benefits described in this Agreement, you will not be entitled to any other payments or benefits, including without limitation under the Offer Letter or the Executive Severance Plan of Clarivate Plc, effective June 30, 2021. Notwithstanding anything contained herein to the contrary, this Agreement and the Release shall not supersede, but shall supplement and, where applicable, incorporate and extend, any prior confidentiality, non-competition and non-solicitation agreements and provisions (including, without limitation, the Restrictive Covenants) entered into between you and the Company (and any other nondisclosure or other confidentiality agreement or provision, including those contained in any bonus, stock grant or other incentive program plan of any kind), and such obligations shall continue in full force and effect.

Please execute and return this Agreement within fourteen (14) days to Melanie Margolin at Melanie.Margolin@Clarivate.com.

Let me take this opportunity to express my personal thanks for your services and support and to wish you every success in your future endeavors.

Sincerely,

/s/ Andrew M. Snyder

Andrew M. Snyder
Chair of the Board of Directors
Clarivate Plc

Accepted and Agreed by:

/s/ Jonathan Gear

Name: Jonathan Gear
Date: 1 August, 2024

Attachment “A”

Release & Separation Terms

Pursuant to the Agreement to which this Release & Separation Terms (the “Release”) is attached, you hereby agree as follows:

1.Release: In consideration for the payments and benefits described herein and within the Agreement, on behalf of yourself, your predecessors, heirs, executors, administrators, successors and assigns, you hereby irrevocably and unconditionally release and discharge the Company (as that term is defined in the Agreement) and its and their past, present, and future parents, subsidiaries, branches, divisions, and affiliates, and its and their past, present, and future shareholders, employees, officers, directors, agents, representatives, fiduciaries and attorneys, individually and in their official capacities (collectively, the “Released Parties”), from any and all causes of action, suits, debts, claims, liabilities, demands, costs, expenses, attorneys’ fees, damages, indemnities and obligations of any kind or nature, in law, equity or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, foreseeable and unforeseeable, which have existed or may have existed, or which do exist, at any time prior to and including the date on which you sign this Release, other than any claims that cannot lawfully be waived. This release includes, but is not limited to, any claims related to your employment with the Company, including, but not limited to, any claims under federal, state or local fair employment laws or practices or other employee relations statutes and amendments, including without limitation the Civil Rights Acts of 1866 and 1991, Title VII of the Civil Rights Act of 1964 as amended, the Lilly Ledbetter Fair Pay Act of 2009, 42 U.S.C. § 1981, Section 503 of the Rehabilitation Act of 1973, the Equal Pay Act, the Genetic Information Nondiscrimination Act, the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act or the Americans with Disabilities Act Amendments Act, the Family and Medical Leave Act, as allowed by law, the Fair Labor Standards Act, the Immigration Reform and Control Act, the Occupational Safety and Health Act, the Employee Retirement Income Security Act of 1974, and all amendments of any of these laws, the Colorado Anti-Discrimination Act, the Lawful Off-Duty Activities Statute, the Personnel Files Employee Inspection Right Statute, the Colorado Labor Peace Act, the Colorado Labor Relations Act, the Colorado Equal Pay Act, the Colorado Overtime and Minimum Pay Standards Order, the Colorado Healthy Families and Workplaces Act, Colorado FAMLI, any claims arising under the Worker Adjustment and Retraining Notification Act (“WARN”), and any applicable state laws that provide for benefits similar to WARN, any claims pursuant to any other federal, state or local statutes, regulations, ordinances or executive order including providing for the recovery of attorneys’ fees or costs (and any and all amendments to the foregoing laws); any claims based on any rule, common law or public policy; any claims based in contract, whether oral or written, express or implied; any claims based in tort or other common-law theories, including

claims for wrongful or retaliatory discharge; any practice, handbook or manual of the Company, or any other obligation, in each case to the extent allowed by law. You confirm and acknowledge that the Release and Agreement reflects any and all separation, severance, bonus, compensation, and/or other payments to which you are entitled under any applicable plan, agreement or practice.

Further, you understand that this Release does not constitute an admission of liabilities on the part of the Released Parties, by whom any liability is expressly denied.

This Release does not affect or limit my rights to any benefits to which you may otherwise be entitled pursuant to (i) any relevant 401(k) savings and/or health and welfare plans (if any); (ii) workers’ compensation or unemployment insurance; (iii) my entitlement to indemnification for liabilities incurred in the execution of my duties to the Company; or (iv) as set forth in the Agreement, the Plan or any grant agreement(s) you have signed.

You acknowledge that you have no knowledge of any medical or other facts that would give rise to a claim for workers’ compensation benefits with respect to your employment with the Company, and further acknowledge and agree that, as it relates to your employment with the Company, the Company has complied in all respects with its obligations under the Family Medical Leave Act, the Fair Labor Standards Act. and all Colorado laws pertaining to wage and hour requirements.

2.Return Company Property: Subject to Section 5 (Protected Rights), you will return all materials, equipment and/or property of the Company, including all confidential information and trade secrets, and will not retain any copies upon the Separation Date.

3.Reasonable Cooperation: Following the Separation Date, you agree to make yourself reasonably available to cooperate in good faith with the Company regarding subpoenas, investigations, litigation, arbitration, government inquiries, or any other proceedings/claims made against the Company. The Company will reimburse you for reasonable travel costs related to such participation.

4.Post-Employment Obligations:

i.You re-acknowledge and reaffirm the confidentiality, non-disclosure and employee invention and assignment obligations set forth in your signed Clarivate Confidential Information and Invention Assignment Agreement (“Confidentiality Agreement”).

ii.You re-acknowledge and reaffirm your non-solicitation (of both customers and employees) and non-compete obligations outlined in your Non Competition and Non-Solicitation Agreement (“Non-Compete Agreement”).

iii.You acknowledge and re-affirm your non-solicitation (of both customers and employees), non-compete obligations and nondisparagement obligations outlined in any equity award agreement(s) you may have signed;

iv.You agree that you will not engage in any disparagement of the Company and will refrain from making any adverse, false, negative, or critical statements, implied or expressed, concerning the Company or the Released Parties. The Company agrees to take all reasonable efforts to ensure its executive leadership and/or board members do not make any statements about you to any third parties that would in any manner damage your business or personal reputation.

v.In addition to any remedies the Company may have in law or in equity, you will forfeit all benefits under the Agreement and Release in the event you engage in any of the activities prohibited by the paragraphs related to post-employment obligations, and you may be obligated to repay the Company for any benefits previously paid under this Agreement.

5.Protected Rights: Nothing in this Agreement or otherwise, including the release of claims clause, restricts or prohibits you from initiating communications directly with, responding to any inquiries from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, from filing a claim or assisting with an investigation directly with, or from otherwise communicating with a self-regulatory authority or a government agency or entity, including the U. S. Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General (collectively, the “Regulators”), or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. The Company may not retaliate against the you for any of these activities, and nothing in this Agreement or otherwise requires you to waive any monetary award or other payment you might become entitled to from the Regulators (subject to the following paragraph). You do not need the prior authorization of the Company to engage in such communications with Regulators, respond to such inquiries from the Regulators, provide confidential information or documents to the Regulators. or make any such reports or disclosures to the Regulators. You are not required to notify the Company that you have engaged in such communications with the Regulators.

Further, nothing in this Agreement or otherwise shall interfere with your right to file a charge of discrimination or unfair labor practice with or cooperate or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission or a like charge or complaint with a state or local fair employment or labor Regulator. However, the consideration provided by this Agreement shall be the sole relief provided to you and you agree to waive any monetary benefits or recovery

against the Company in connection with any such charge, claim or proceeding without regard to who has brought such charge, claim or proceeding.

Pursuant to the Defend Trade Secrets Act of 2016, you and the Company acknowledge and agree that you will not have criminal or civil liability under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and (B) solely for the purpose of reporting or investigating a suspected violation of law or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, and without limiting the preceding sentence, if you file a lawsuit for retaliation by the Company for reporting a suspected violation of law, you may disclose the trade secret to your attorney and may use the trade secret information in the court proceeding, if you (x) file any document containing the trade secret under seal and (y) do not disclose the trade secret, except pursuant to court order.

6.Tax Treatment: To the maximum extent permitted under all applicable law, the parties intend that this Agreement will be interpreted and administered to be exempt from or conform to the requirements of Internal Revenue Code Section 409A (“Section 409A”). The Agreement is intended to be exempt from or comply with the provisions of Section 409A so as to prevent the imposition of tax pursuant to Section 409A and shall be interpreted and/or amended to avoid a violation of Section 409A. However, the Company does not guarantee the tax treatment of any payments or benefits under this Agreement including, without limitation, under the Internal Revenue Code and/or any other federal, state, municipal, local or foreign laws, including Section 409A. You shall be solely responsible for all taxes that result from any payments due to you under this Agreement.

7.Governing Law: Subject to Section 5 (Protected Rights), the laws of the State of Colorado will apply to any dispute concerning this Agreement (determined without regard to the choice of law provisions thereof or the choice of law provisions of any other jurisdiction that would cause the application of any other law than that of the State of Colorado). Should any provision of this Agreement be declared illegal or unenforceable by any court of competent jurisdiction and cannot be modified to be enforceable, excluding the PostEmployment Obligations as defined in Section 4, such provision shall immediately become null and void, leaving the remainder of the Agreement in full force and effect. The Post-Employment Obligations referenced herein shall be interpreted and enforced in accordance with the terms contained in Section 4, the Confidentiality Agreement and/or the Non-Compete Agreement.

8.Material Breach: You will forfeit all payments and benefits under this Agreement if you materially breach any of the terms of this Agreement. To the extent a payment has already been made, you may be asked to repay payments already made in connection with this Agreement.

9.Acknowledgement of Rights and Waiver of Claims under the Age Discrimination in Employment Act (the “ADEA”):

In connection with your release of claims under the ADEA, you further acknowledge that:

i.You have read and understand this Release in its entirety and have waived your ADEA claims knowingly and voluntarily in exchange for the benefits set forth in the Agreement that you would not otherwise have been entitled to receive;

ii.By giving you this Release, the Company advised you in writing that you may consult with an attorney before signing this Release;

iii.Your execution of this Release has not been forced by any employee or agent of the Company and you have had adequate time outside of the presence of any Company representative to consider its terms;

iv.You have had an opportunity to engage counsel and to have counsel review, explain and advise you as to the terms of the Release subsequent to receiving the Release;

v.The Company has given you up to forty-five (45) days from the date of the Agreement to consider this Release (the “Consideration Period”);

vi.As set forth in Schedule A hereto, you have been advised in writing by the Company of the class, unit, or group of individuals covered by the reduction in force, the eligibility factors for the reduction in force, and the job titles and ages of all individuals who were and were not selected;

vii.You understand that you may execute this Release at any time within the Consideration Period (the “Acceptance Date”). If you choose not to execute this Release within the Consideration Period, you understand that you will forfeit the right to receive the Separation Benefits and other benefits provided in the Agreement. You agree that if there are any changes to the terms of the Release, whether material or immaterial, such changes will not restart the running of the Consideration Period; and

viii.You further understand that you may revoke your acceptance of this Release after signing it by delivering a written notice of your decision to revoke within seven (7) calendar days after the Acceptance Date (the “Revocation Period”). You also understand that your written revocation must be sent to Melanie Margolin at Melanie.Margolin@Clarivate.com and that this Release and your right to receive the Separation Benefits and other benefits outlined in the Agreement shall be forfeited if you revoke your signature within the seven (7) calendar day Revocation Period. You acknowledge and agree that this Release

shall become effective on the first day after the seven (7) calendar day Revocation Period (the “General Release Effective Date”).

10.Bring-Down Release: You hereby agree to re-execute this Release and confirm all terms and conditions thereof within forty-five (45) days of the Separation Date (the “Bring-Down Consideration Period”) by signing the second signature line hereto and providing such executed Release in the manner set forth below (the “Bring-Down Release”). You understand that you may execute the Bring-Down Release at any time within the Bring-Down Consideration Period (the “Bring-Down Acceptance Date”). You may revoke the Bring-Down Release after signing it by delivering a written notice of your decision to revoke within seven (7) calendar days after the Bring-Down Release Acceptance Date (the “Bring-Down Revocation Period”). You also understand that your written revocation must be sent to Melanie Margolin at Melanie.Margolin@Clarivate.com and that this Bring-Down Release and your right to receive the Severance Benefits and other benefits outlined in the Agreement conditioned thereon shall be forfeited if you revoke your signature within the seven (7) calendar day Bring-Down Revocation Period. You acknowledge and agree that this Bring-Down Release shall become effective on the first day after the seven (7) calendar day Bring-Down Revocation Period (the “Bring-Down Release Effective Date”).

BY SIGNING BELOW, I ACKNOWLEDGE THAT I HAVE READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THIS RELEASE, AND THAT I AM GIVING UP ANY RIGHT I MIGHT HAVE TO BRING A CLAIM AGAINST THE COMPANY, INCLUDING CLAIMS FOR AGE DISCRIMINATION. I ALSO UNDERSTAND THAT I WOULD NOT RECEIVE THE BENEFITS HEREIN IF I DID NOT KNOWINGLY AND VOLUNTARILY ENTER INTO THIS AGREEMENT. I FURTHER STATE THAT I AM SIGNING THIS AGREEMENT AND RELEASE COMPLETELY WILLINGLY AND VOLUNTARILY, AND THERE IS NO MEDICAL OR OTHER CONDITION THAT WOULD PREVENT ME FROM DOING SO.

I acknowledge and agree that I must return an executed copy of this Release to Melanie Margolin at Melanie.Margolin@Clarivate.com.

Accepted and Agreed by:

/s/ Jonathan Gear

Name: Jonathan Gear
Date: 1 August, 2024

BRING-DOWN RELEASE

The Release and the terms and conditions thereof are ratified and confirmed as of the Separation Date.

Accepted and Agreed by:

Name:
Date:

Schedule A

This program provides severance benefits and is being offered to certain employees of the Company as selected by the Company in its sole discretion. The decisional unit of employees considered for participant in this program was comprised of the Company’s executive officers.

Individuals in the Same Job Class, Unit or Group Who are Not Being Terminated


Job Title			Age
Executive Vice President and Chief Financial Officer			45
President, Life Sciences & Healthcare			52
Executive Vice President and Chief Legal Officer			52
President, Intellectual Property			58
President, Academia and Government			52
Executive Vice President and Chief Information Officer			59

Individuals in the Same Job Class, Unit or Group Who are Being Terminated


Job Title			Age
Chief Executive Officer			53
Executive Vice President and Chief People Officer			62

August 1, 2024

To: Matitiahu (Matti) Shem Tov
ID: [ID REDACTED]
Address: [ADDRESS REDACTED]

Employment Agreement

Dear Matti,

We are pleased to extend you this offer to be employed by Ex Libris Ltd., company number 511138026 of Technology Park, Malha, Jerusalem. This letter (this “Employment Agreement”) sets forth the terms of your employment, which, if you accept by countersigning below, will govern your employment with the Company (as defined below), beginning on August 6, 2024.

1.Duties, Obligations and Consents

1.1.Effective as of August 9, 2024 (the “Commencement Date”), you will be engaged in the position of Chief Executive Officer of Clarivate Plc (“Clarivate”), an affiliate of the Company, and will report to the Chairman of the Board of Directors (the “Board”) of Clarivate. You will also be appointed to the Board, effective as of the Commencement Date.

1.2.During your employment, you shall have such responsibilities, duties and authority that are customary for your position and as are reasonably determined from time to time by the Board, including, without limitation, overseeing global operations, working with the Board to set and drive organizational vision and mission, corporate strategy and hiring needs, developing actionable business strategies, objectives and plans that align with short- and long-term objectives.

1.3.You will use your best endeavors to promote the interests of the Company. You will devote all of your business and professional time, attention, energy, skill, learning and best efforts to the business and affairs of the Company. You will use your best endeavors to protect the good name of the Company and will not perform any act that is likely to bring the Company into disrepute.

1.4.“Company” in this Employment Agreement will mean Ex Libris Ltd. and its affiliates, being entities which control, are controlled by or are under common control with Ex Libris Ltd. now or in the future, including any parent, subsidiary, or any company that is a successor (including, without limitation, by change of name, dissolution, merger, consolidation, reorganization, sale or other disposition) to any such company, Clarivate, Clarivate Analytics (UK) Limited, and any other company within the Clarivate group.

1.5.In the event that you discover that you have, or might have at some point in the future, any direct or indirect personal interest in any of the Company’s business, or a conflict of interest with your employment duties and functions, you will immediately inform the Company upon such discovery.

1.6.You will not engage, directly or indirectly, in any business, professional or commercial occupation outside your employment with the Company, whether or not such occupation is rendered for any gain, without the prior written approval of the Company, and subject to the terms of such approval. The Company may cancel or change such approval at any time, in its sole and absolute discretion, by providing prior written notice to you. Notwithstanding the foregoing, you may serve on the board of another business or organization not competing with the Company’s business subject to compliance with Company policies and prior written approval of the Company.

1.7.You will not, directly or indirectly, accept any commission, rebate, discount or gratuity in cash or in kind, from any third party which has or is likely to have a business relationship with the Company.

1.8.You hereby represent that you are not bound by any agreement that prohibits you from entering into this Employment Agreement and fulfilling all its terms.

1.9.You hereby undertake to comply with all Company disciplinary regulations, work rules, policies, procedures and objectives, as in effect from time to time, including the applicable Prevention of Sexual Harassment Rules (“Rules”). By signing this Employment Agreement, you confirm that you received a copy of the Rules, have read it and fully understood it.

1.10.Your normal place of work is Israel. During your employment, the Company may require you to work at such other place within Israel which the Company may reasonably require for the proper performance and exercise of your duties. You are aware of the need for frequent travel outside of Israel, and hereby agree to perform such travel overseas as may be necessary to fulfill your duties hereunder.

1.11.You consent, of your own free will and although not required to do so under law, that the information in this Employment Agreement and any information concerning you gathered by the Company, will be held and managed by the Company or on its behalf, inter alia, on databases according to law, and that the Company will be entitled to transfer such information to third parties, in Israel or abroad (including to countries that have a different level of data protection than that existing in Israel). The Company undertakes that the information will be used, and transferred for legitimate business purposes only. Without derogating from the generality of the above, such purposes may include human resources management and assessment of potential transactions, to the extent required while maintaining your right to privacy.

1.12.As an Executive Officer of Clarivate, you will be subject to applicable U.S. SEC rules, including Section 16 of the Securities Exchange Act of 1934, which articulates the regulatory filing responsibilities to which certain officers are legally required to adhere. Additionally, as the Chief Executive Officer, you will be required to comply with Clarivate’s Share Ownership Guidelines which require you to own shares of Clarivate equal to 6 times your base salary by the end of a 5-year compliance period.

1.13.Subject to the Protected Rights set forth in Appendix B to this Employment Agreement, you hereby undertake to keep the contents of this Employment Agreement confidential and not to disclose the existence or contents of this Employment Agreement to any third party without the prior written consent of the Company except for your immediate family members and your personal advisors who are subject to confidentiality obligations.

2.Salary and Benefits

2.1.Your salary and benefits will be as detailed in Appendix A to this Employment Agreement, which forms an integral part hereof.

2.2.As you are employed hereunder in a management position which requires a special degree of trust, the Hours of Work and Rest Law 1951, and any other law amending or replacing such law, do not apply to you or to your employment with the Company. You acknowledge that the consideration set for you hereunder nevertheless includes consideration that would otherwise have been due to you pursuant to such law.

3.Confidentiality, Non-Competition, Non-Solicitation, and Assignment of Inventions Undertaking

Upon the signing of this Employment Agreement, you will sign a Confidentiality, Non-Competition, Non-Solicitation, and Assignment of Inventions Undertaking in the form attached hereto as Appendix B, and the Company’s Confidential Information and Invention Assignment Agreement (“CIIAA”), each of which constitutes an integral part hereof. Your employment compensation has been calculated to include special consideration for your commitments under the terms of Appendix B and the CIIAA.

4.Termination of Employment

4.1.Your employment with the Company will be for an indefinite period, until terminated by either party by a prior written notice of 3 months or such other notice period as required in accordance with the applicable law (“Prior Notice”). During the Prior Notice period, you will continue to receive your salary and other benefits set forth in Appendix A.

4.2.During the Prior Notice period, you shall work in the Company, continue to perform your position within the Company and assist in the training of your successor, unless the Company instructs otherwise in writing.

4.3.Notwithstanding Section 4.1 above, the Company may, in its sole discretion:

4.3.1.Terminate your employment without Prior Notice in whole or in part, by giving you written notice together with payment in lieu of all or part of the Prior Notice period, as the case may be, according to law, and your employment will be deemed to have ceased on the date of the receipt of such notice from the Company; or

4.3.2.Instruct you not to attend work during the Prior Notice period or any part of it. In such case, you will continue to receive your salary and other benefits set forth in Appendix A.

4.4.Notwithstanding the above, the Company will be entitled to terminate this Employment Agreement without Prior Notice, payment in lieu of notice or severance pay (if any), if you have committed acts that would have justified a termination for Cause (as defined in the Executive Severance Plan of Clarivate PLC and Summary Plan Description, Effective June 30, 2021 (the “ESP”)). For clarity, a copy of the ESP as in effect on the date hereof has been publicly filed as an exhibit to Clarivate’s Form 10-Q for the quarterly period ended March 31, 2024.

4.5.Upon termination of this Employment Agreement, or at such other time as directed by the Company, you will immediately return to the Company each and every asset (including documents and information) in your possession or control which belongs, or has been entrusted, to the Company. Notwithstanding the foregoing and for the avoidance of doubt, you may retain originals or copies of this Employment Agreement, any employment or benefits plan or policy applicable to you after the termination of your employment and any documents distributed to you in your capacity as a holder of Company securities.

4.6.Furthermore, upon termination of this Employment Agreement, or at such other time as directed by the Company, you will provide the Company with, to the best of your recollection, a list of all passwords, write-protect codes and similar access codes used on the Company’s systems in the context of your work.

4.7.On the termination of your employment for any reason, you shall immediately resign from any and all other positions or committees that you hold or are a member of with the Company or any of its affiliates, including as an officer, director or member of the Board, and shall, in the absence of further action, be deemed to have so resigned from all such positions.

5.Relocation

5.1.You agree that upon request of the Board, you shall relocate to, and your primary place of employment shall be, Clarivate’s office located in either London or New York, NY (your “Relocation”); provided that the Company shall not require your Relocation unless and until you have a proper work visa applicable for such Relocation. In connection with your Relocation, you will be provided with reimbursement for reasonable relocation and immigration costs upon presentation of reasonable documentation thereof. In addition, in the event your Relocation involves a temporary relocation to London pending your receipt of an appropriate US work visa (but not, for the avoidance of doubt, in the event of your permanent relocation to London), Clarivate will obtain and provide reasonable corporate housing during your temporary employment in London for up to eighteen (18) months. Following such eighteen-(18)-month period, or in the event your temporary relocation to London is converted to a permanent relocation in London (including, without limitation, as a result of your failure to obtain an appropriate US work visa), you shall thereafter obtain your own housing and Clarivate will cease to have any obligation to provide corporate housing or any other housing-related benefits effective as such time.

5.2.For the avoidance of doubt, your Relocation (including an initial Relocation to London followed by a permanent Relocation to New York, NY) and the entering into a new employment agreement (and termination of this Employment Agreement) (including, as contemplated by Section 6 below) shall not constitute a termination of employment under Section 7 of Appendix A or under the ESP.

6.Revised Employment Agreement

6.1.In connection with any Relocation, the parties agree to enter into a new employment agreement appropriate to the relevant jurisdiction, and such new employment agreement will be on substantially the same terms as this Employment Agreement, with appropriate revisions (i) as are applicable to such new jurisdiction and (ii) to reflect the removal of Sections 6 and 8 of Appendix A.

7.Company Computers; Mobile Phone; Privacy

7.1.For the performance of your duties, the Company may allow you to use the Company’s computer equipment and systems, including any desktop computer, laptop, software, hardware, Internet server and professional e-mail account (the “Computers”). You acknowledge and agree that the Company may allow others to use the Computers.

7.2.Subject to the Company’s policies as may be in effect from time to time, you: (i) shall not store personal files on the Computers (except on folders clearly labeled by you as “Personal”); and (ii) may not store the Company’s files on personal or external storage space.

7.3.The e-mail account assigned to you is strictly a professional one and shall be strictly used for professional matters. For personal matters, you may use external email services (such as Gmail).

7.4.You acknowledge and agree that in order to maintain the security of the Computers and to protect the Company’s legitimate interests, the Company shall have the right to monitor, inspect and review your activity on the Computers, including usage habits and content transmission, and to collect, copy, transfer, examine and review content stored on the Computers, including, emails, electronic communications, documents and other files, as well as content distributed on all kinds of the Company's internal media platforms, including (without limitation to) emails, text messages, posts, electronic communications, documents and other files, professional WhatsApp groups (including groups opened by the employees themselves for the purposes of professional discussions), Slack, HiBob, intranet, the Company website, etc., all findings of which shall be admissible as evidence in any legal proceedings. In light of your understanding of the above, you shall have no right to privacy in any content of the Computers, except with respect to folders which contain private information and which are clearly labeled as “Personal”.

7.5.Sections 7.2 through 7.4 above shall apply also with respect to any mobile phone provided by the Company to you (if provided) when used for the purpose of performing your work, to the extent pertains to unique professional apps, to professional WhatsApp groups or other professional media (including the internal media platforms referred to above) or messaging groups and to a connection to your professional e-mail account.

7.6.You acknowledge that the Company’s facilities may be covered by security cameras, the locations of which have been identified to you. The location of the cameras may change from time to time. The use of cameras in the Company’s facilities is for security purpose and such cameras shall not be used for monitoring personal workspaces (except in cases permitted by law).

8.General

8.1.All of the payments and benefits provided to you under this Employment Agreement are gross amounts and will be subject to the withholding of all applicable taxes and deductions required by any applicable law.

8.2.This Employment Agreement may only be amended in writing and signed by both parties.

8.3.The Company will be entitled to set-off any amount owed to the Company by you which are incurred in connection with your employment from any amount owed by the Company to you from any source whatsoever.

8.4.This Employment Agreement is personal, and the terms and conditions of your employment will be solely as set forth herein. You will not be entitled to any payment, right or benefit which is not expressly mentioned in this Employment Agreement (including all documents attached hereto), including, without limitation, any payments, rights or benefits of any current or future general or special collective labor agreements or arrangements or extension orders, any custom or practice, and/or any other agreements between the Company and its employees unless required under law.

8.5.This Employment Agreement (including all Appendices hereto), after confirmed by you, will contain the entire understanding between the Company and yourself with respect to your employment by the Company and all prior negotiations, agreements, offer letters, commitments and understandings (whether written or oral) not expressly contained herein will be null and void in their entirety.

8.6.This Employment Agreement and your employment by the Company will be governed by and construed in accordance with the laws of Israel without regard to its conflicts of laws principles.

8.7.This Employment Agreement constitutes a form regarding Notification of Employment Conditions pursuant to the Notice to the Employee and Job Candidate Law (Employment Conditions and Candidate Screening and Selection), 5762-2002.

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PLEASE READ THIS EMPLOYMENT AGREEMENT CAREFULLY AND RETURN IT SIGNED TO THE COMPANY BY NO LATER THAN AUGUST 5, 2024.

Yours sincerely,


By:			/s/ Andrew M. Snyder
			Andrew M. Snyder
			Chair of the Board of Directors
			August 1, 2024

CONFIRMATION

I hereby confirm that I have read the above Employment Agreement, and I understand it and agree with its contents.

Matti Shem Tov

/s/ Matti Shem Tov

1-August-2024

Employee

Signature

Date

Appendix A

Salary and Benefits

1.Salary

1.1You will receive a gross annual salary of USD $900,000 (“Salary”), which will be paid in NIS in 12 equal monthly installments. The monthly installments will be calculated based on the USD/NIS exchange rate at the time of each payment.

1.2The Salary will be paid to you by the 9th day of the month, after deduction of applicable taxes and like payments.

2.Vacation

2.1.You will be entitled to 24 vacation days per year.

2.2.The accrual of vacation days will be in accordance with the Company’s policy as in effect from time to time. Currently, according to the Company’s policy, vacation days may be carried forward from one calendar year to the next to the extent permitted by law, provided that you use at least 7 vacation days each year and that you will not be entitled to carry over more than 10 vacation days from one calendar year to the next. Any vacation days exceeding such limit will be cancelled by the Company and, for the avoidance of doubt, not be paid out on termination.

3.Sick Leave

You will be entitled to sick leave according to law. However, you will be entitled to the full salary as of the first day of your absence due to sick leave. You will not be entitled to any compensation with respect to unused sick leave.

4.Recuperation Pay

You will be paid recuperation pay as required by law.

5.Travel Expenses

The Company will pay your travel expenses according to law. Your monthly gross salary payment includes the travel expense for your commute to you designated office location. You will abide by the Company’s policies on travel and expenses as communicated to you from time to time; provided, however, you will be permitted to fly business class on all business-related flights (and if business class is not available on a certain route, first class travel will be permitted).

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6.Section 14 and Pension Arrangement

6.1.You will be entitled to contributions to a pension arrangement of your choice (“Pension Arrangement”), at the following monthly rates:

The Company will contribute:

(a)8.33% of the Salary towards the severance pay component; and

(b)6.5% of the Salary towards the pension component.

In the case you are insured in a managers insurance policy or a provident fund (which is not a pension fund), the said rate will include the rate of contributions towards the disability insurance (ביטוח אבדן כושר עבודה), ensuring loss of earning payment of 75% of the Salary but no less than 5% towards the pension component, all subject to the terms of the Extension Order regarding the Increase of Pension Contributions - 2016 (the “Pension Order 2016”). In accordance with the terms of the Pension Order 2016, if the said rate will not be sufficient to insure you in disability insurance, the total rate of contributions will increase up to 7.5% of the Salary.

The Company will also deduct 6% of the Salary to be paid on your account towards the Pension Arrangement.

6.2.It is hereby agreed that the settlement regulated in the General Order as amended (attached as Appendix C) published under section 14 of the Severance Pay Law 1963 will apply. The Company’s contributions to your Pension Arrangement will therefore constitute your entire entitlement to severance pay in respect of the paid Salary, in place of any severance pay to which you otherwise may have become entitled at law.

6.3.The Company waives all rights to have its payments refunded, unless your right to severance pay is denied by a judgment according to sections 16 or 17 of the Severance Pay Law or in the event that you withdraw monies from the pension arrangement in circumstances other than an Entitling Event, where an “Entitling Event” means death, disablement or retirement at the age of 60 or over.

7.Contractual Severance Pay

7.1.Notwithstanding anything to the contrary in the ESP (including with respect to the participation of a Chief Executive Officer), you shall be an “Executive” under, and will be eligible to receive contractual severance pay in accordance with and subject to the terms of, the ESP, less amounts accrued in the severance component of the Pension Arrangement.

7.2.Payment of contractual severance and any other benefits described in this Section 7 is contingent upon your timely execution and non-revocation of a separation and

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general release agreement, the complete terms of which will be provided to you closer to any potential termination date.

8.Further Education Fund (“Keren Hishtalmut” in Hebrew)

The Company will make monthly Further Education Fund contributions as follows: 7.5% of Salary paid by the Company on its account and 2.5% of Salary to be deducted by the Company from such Salary to be paid on your account, in each case up to the ceiling recognized by the income tax authorities from time to time, but not otherwise. You will bear any and all taxes applicable in connection with amounts payable by you and/or Company to the said Further Education Fund.

9.Annual Bonus

9.1.You will be eligible to participate in Clarivate’s Annual Incentive Plan (“AIP”) with the opportunity to earn an annual bonus with a target of 100% of your annual Salary, with a maximum annual bonus opportunity of 200% of your annual Salary (“Bonus”). The terms and conditions of the Bonus will be set out in the AIP as in effect from time to time. The Bonus, if you are entitled to receive it, will be paid (if any) at such time as customary in the Company as to the payment to other executives or senior management who are entitled to receive an annual bonus generally. For the 2024 plan year, your Bonus will be prorated based on your service during 2024.

9.2.In order to be eligible for the Bonus, you must be employed by the Company at the date of payment (or, solely with respect to the Bonus for the 2024 plan year, as of December 31, 2024), and not under Prior Notice for termination for Cause (as defined in the ESP) by the Company.

9.3.The calculation and interpretation of any Bonus payable to you and the decision to award any Bonus, in any given year, will be determined by the Company’s Human Resources and Compensation Committee (“HRCC”), at the sole discretion of the committee and its decision will be final, and will not be subject to review or appeal.

9.4.Where any Bonus is being a conditional payment, it will not constitute a salary component for any purpose, including for the purpose of calculating any social and fringe benefits.

10.Annual Equity Program

10.1.You will be entitled to participate in the annual equity program according to the award design and levels approved by the HRCC at the time of the grant. Any share units granted to you will be subject to the terms and conditions of the Clarivate 2019 Incentive Award Plan (the “Plan”), the grant agreement which will be provided to you as soon as administratively practical after any grant is

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approved, and the terms of any grant notice. From time to time, as business conditions dictate, Clarivate may revise eligibility and the types of equity provided in the annual equity program. Any future grants or awards under the Plan are made entirely at the discretion of Clarivate and approval from the HRCC.

10.2.You will receive an initial 2024 equity grant with an aggregate grant date target value of USD $3,500,000, with an award mix of 50% in RSUs and 50% in Performance-Based Restricted Share Units (“PSUs”), granted within 15 days of your Commencement Date. RSUs will vest ratably over the 3 years following the grant date, with one-third of the award vesting on each of the first three anniversaries of the grant date, subject to your continued service. 100% of the PSUs will vest following the end of the applicable performance period, subject to your continued service.

10.3.Subject to your continued employment through the applicable grant date (and provided you have not previously provided Prior Notice), your 2025 annual equity grant will have target value of at least USD $6,000,000, as recommended by management and subject to approval of the HRCC of the Board of Directors (at such time as annual equity grants to executives are otherwise approved) in its discretion, with an award mix of 50% in RSUs and 50% in PSUs. For the avoidance of doubt, the value of your annual equity grant for 2026 and any future fiscal year, if any and, in any case, subject to your continued employment at such time, shall be determined by the HRCC of the Board of Directors in its discretion.

10.4.You will receive a one-time sign-on award of RSUs with an aggregate grant date target value of USD $500,000 (the “Sign-On Award”) to be granted within 15 days of your Commencement Date. RSUs will vest on the first anniversary of the date of grant, subject to your continued service. In the event your employment is terminated for Cause at any time prior to or within one year after full vesting of the Sign-On Award, you agree to pay Clarivate in cash the after-tax value of any portion of the Sign-On Award that has vested as of your termination date.

10.5.Notwithstanding anything to the contrary contained herein, in the event the Company requests your Relocation from Israel pursuant to Section 5 of the Employment Agreement, a pro-rata portion of any unvested RSUs previously granted shall automatically vest as of the date immediately prior to the date of your actual Relocation, based on the number of days from the date of grant through the date of your Relocation (and taking into account any vesting previously achieved). All other unvested RSUs shall remain outstanding an eligible to vest in accordance with their original terms.

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Appendix B

Confidentiality, Non-Competition, Non-Solicitation, Assignment of Inventions and Nondisparagement Undertaking

I, Matitiahu (Matti) Shem Tov, am employed by Ex Libris Ltd. (“Company”) pursuant to an employment agreement to which this Confidentiality, Non-Competition, Non-Solicitation, and Assignment of Inventions Undertaking (“Undertaking”) is attached as Appendix B (“Employment Agreement”).

I acknowledge that in the course of my employment with the Company I will become familiar with a range of Confidential Information (as defined below) and that my services are of particular and special value to the Company. In consequence, I undertake the following towards the Company and its affiliates, being persons or entities which control, are controlled by or are under common control with the Company now or in the future (individually and collectively referred to as the “Group”).

1.Confidential Information and Confidentiality

1.1I am aware that I have been and will continue to be entrusted with, or otherwise have access to or become aware of, information (regardless of the manner in which it is recorded or stored) relating to the business, methodology or affairs of the Group, or any person or entity with whom or which the Group deals, interacts or is otherwise connected and which, for the avoidance of doubt, includes the terms of the Employment Agreement, other than the terms of this Undertaking (“Confidential Information”). For the purposes of this Undertaking, Confidential Information includes but is not limited to any and all:

1.1.1Technical information of the Company and/or the Group, its customers or other third parties that is in use, planned, or under development, such as manufacturing and/or research processes or strategies; computer product, process and/or devices; software product; and any other databases, methods, know-how, formulae, compositions, technological and other data, technological prototypes, processes, discoveries, machines, inventions, and similar items;

1.1.2Business and operational information of the Company and/or the Group, its customers or other third parties that is in use, planned, or under development, such as information relating to the Group’s employees (including information related to performance, skillsets, and compensation); actual and anticipated relationships between the Company and/or the Group and other companies; financial information; information relating to customer or vendor relationships; product pricing, customer lists, customer preferences, financial information, credit information; and similar items; and

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1.1.3Information relating to future plans of the Company and/or the Group, its customers or other third parties that is in use, planned, or under development, such as marketing strategies; new product research; pending projects and proposals; proprietary production processes; research and development strategies; and similar items.

Confidential Information shall not include any information which is or becomes generally available in the public domain other than through my acts or omissions or which I can demonstrate by written records was independently developed by me without reference to any Confidential Information.

1.2Subject to the Protected Rights, during the term of my employment with the Company and at all times thereafter I have kept and will continue to keep in strictest confidence, and will not except in the proper performance of my employment duties use, access, disclose and/or make available or accessible (or authorize any other person to use, access, disclose and/or make available or accessible), directly or indirectly, to any third party any Confidential Information without the prior written consent of the Company. The foregoing does not apply to disclosures which are required by law or a valid court order, in which case I will notify the Company in writing immediately on becoming aware of such requirement or its likely occurrence, and the disclosure will be limited to the extent expressly required.

1.3Subject to the Protected Rights, without derogating from the generality of the foregoing, I confirm that:

1.3.1Except in the proper performance of my employment duties, I have not and will not copy, transmit, communicate, publish or make any commercial or other use whatsoever of any Confidential Information, without the prior written consent of the Board.

1.3.2I have and will continue to exercise the highest degree of care in safeguarding the Confidential Information against loss, misuse, theft or other inadvertent disclosure and in maintaining its confidentiality.

1.3.3Upon termination of my employment, or at the earlier request of my direct manager, I will promptly deliver to the Company (or, at the Company’s request, destroy and certify to the Company as to such destruction) any and all documents or other embodiments or recordings of or related to Confidential Information and any and all copies thereof that have been furnished to me, prepared by me or that are otherwise in my custody, possession or control, and I will not retain such documents or other embodiments or recordings, or copies thereof, in whatever form.

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2.Non-Competition and Non-Solicitation

I hereby covenant that throughout the term of my employment with the Company and for a period of twelve (12) months thereafter:

2.1.I will not, directly or indirectly, in any capacity whatsoever, whether independently or as a shareholder, employee, consultant, officer or in any managerial capacity, carry on, set up, own, manage, control or operate, be employed, engaged or interested in a business anywhere in the world which competes with or proposes to complete with the Group, including, without limitation, in any activity in the field of academia and/or government information services sector or other competitors of the Group.

2.2.I will not, whether directly or indirectly, in any way canvass, solicit, or endeavor to entice from the Group, or otherwise have any business dealings with, any person or entity who or which at any time during my employment was or is:

(a)a supplier to, investor, customer, partner, joint venturer or licensor of the Group or other commercial contractor of whatever nature;

(b)in the habit of dealing with the Group;

(c)an employee, agent, officer, consultant, advisor or other independent contractor of or provider of services to the Group; or

(d)negotiating or discussing becoming any of the above.

2.3.I will not otherwise interfere with the relationship between any of the persons or entities listed in Section 2.2 and the Group (including by assisting another to interfere in such relationship).

2.4.I acknowledge that my obligations under this Section 2 are reasonable in light of my position and duties within the Company, the nature of the Group’s business, and the fact that the compensation to which I am entitled under the Employment Agreement has been calculated to include special consideration for my undertakings in this Section 2.

3.Intellectual Property

3.1.I will promptly disclose to the Company all Intellectual Property which I have or which I may solely or jointly invent, conceive, make, create, develop or reduce to practice or cause to be invented, conceived, made, created, developed or reduced to practice during the course of, in connection with and/or as a direct or indirect result of my employment with the Company and/or involving the use of time, materials, facilities, Confidential Information or other Group property or other resources of the Group (“Inventions”).

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3.2.For the purposes of this Undertaking, “Intellectual Property” will include any and all intellectual property or similar proprietary rights anywhere in the world, including without limitation rights in algorithms, binary code, brands, business methods, business plans, computer programs, computer software, concepts, confidential information, content, databases, developments, drawings, firmware, composition of matter or materials, certification marks, collective marks, copyright, customer lists, data, designs, derivative works, discoveries, distributor lists, documents, domain names, file layouts, formulae, ideas, images, improvements, industrial designs, information, innovations, inventions (including but not limited to Service Inventions as defined in Section 132 of the Patent Law-1967 (the “Patent Law”)), integrated circuits, know-how, logos, look and feel, manufacturing information, mask works, materials, methods, moral rights, object code, original works of authorship, patents, patent applications, patent rights, including but not limited to any and all continuations, divisions, reissues, re-examinations or extensions, plans, processes, proprietary technology, reputation, research data, research results, research records, semiconductor chips, service marks, slogans, software, source code, specifications, statistical models, supplier lists, systems, techniques, technology, trade secrets, trademarks, trade dress, trade names, trade styles, technical information, utility models, writings, and any rights analogous to the foregoing (in each case (a) whether patentable or unpatentable or registrable under any applicable copyright, trademark or other intellectual property statute or code, (b) together with any and all patent applications, letters patent, trademark, trade name or service mark applications or registrations, copyrights or reissues thereof that may be granted upon any of the foregoing and (c) together with all goodwill accruing from any of the foregoing and all priority rights relating to patents).

3.3.I further acknowledge and agree that all Inventions, and any and all rights, interests and title therein and thereto, will be the sole and exclusive property of the Company and I will not be entitled to, and I hereby waive now and in the future, any claim to any right, Moral Rights (as defined below), compensation or reward, including any right to royalties in Service Inventions in accordance with the Patent Law, that I may have in connection therewith. This clause constitutes an express waiver of any rights I may have under Section 134 of the Patent Law.

3.4.Without derogating from the Group’s rights under this Undertaking or any law, I agree to assign and hereby automatically and irrevocably assign to the Company and/or its designee any and all rights, titles and interests in respect of any Inventions, to the extent that I may have such rights, titles or interests on a worldwide basis, and I acknowledge now and in the future the Company’s full and exclusive ownership in all such Inventions. The foregoing assignment includes without limitation all rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world that may be known or referred to as “moral rights”, “artist’s rights”, “droit moral” or the like (collectively referred to as “Moral Rights”). To the extent that

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Moral Rights cannot be assigned under applicable law, I hereby waive and agree not to enforce any and all Moral Rights, including without limitation, any limitation on subsequent modification, to the extent permitted under applicable law.

3.5.If any Invention may be protected by copyright and is deemed in any manner to constitute a “work made for hire” under applicable law, then such Invention shall be deemed a “work made for hire,” the copyright of which, and all other rights, title and interest thereto, shall immediately and by operation of this Undertaking be owned solely, exclusively and completely by the Company or its designee. If any Invention may be protected by copyright and is not considered to be a “work made for hire” under applicable law, then I agree to assign, and hereby automatically and irrevocably assign all copyrights, Moral Rights and other associated rights thereto to the Company or its designee in accordance with Section 3.4.

3.6.I will, at any time hereafter, sign, execute, make and do all deeds, documents, assignments, transfers, instruments and acts as the Company may require to comply with or confirm the terms of this Undertaking, including without limitation (as deemed necessary by the Company in its sole discretion) the transfer or confirmation of transfer of rights, title and interest in and to any and all Inventions to the Company or its designee, and the application for copyrights, patents or other intellectual property rights related to Inventions solely in the name of the Company or its designees or assigns, or to otherwise assist the Company and/or its designee to obtain the exclusive and absolute right, title and interest in and to all Inventions and to protect the same against infringement by any third party, including by assisting in any legal action requested by the Group with respect to the foregoing. If for any reason whatsoever the Company is unable to secure my cooperation (as determined by the Company in its sole discretion) or execution of any such deed, instrument, or other document regarding a patent, copyright or other protection or registration of any right related to any Invention, I hereby appoint the Company and its duly authorized officers and agents as my duly authorized agent and attorney in fact for the limited purposes of executing any such deed, instrument or other document and prosecuting any action for, or otherwise obtaining legal protection or registration of, any and all Inventions or right or benefit arising or accruing therefrom, solely in the name of the Company or that of its designees or assigns, or as the Company otherwise desires.

4.Nondisparagement

4.1.Subject to the Protected Rights, during employment and at all times thereafter, I agree to:

4.1.1.refrain from any disparagement of the Company and any of its current and former officers, directors, equityholders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans,

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plan administrators, insurers, trustees, divisions, and subsidiaries and predecessor and successor corporations and assigns, but only to the extent such persons or entities are known to you to have or have had such a relationship with the Company (the “Nondisparagement Parties”);

4.1.2.refrain from any tortious interference with the contracts and relationships of the Nondisparagement Parties;

4.1.3.refrain from making, either directly or indirectly, any negative, damaging or otherwise disparaging communications concerning the Nondisparagement Parties or the Nondisparagement Parties’ services to any of the clients or customers of the Nondisparagement Parties; and

4.1.4.refrain from causing or encouraging any other person to engage in the conduct described in this Section 4.

5.No Conflicting Obligations

Subject to the Protected Rights, I will not, at any time during the term of the Employment Agreement, use or disclose Confidential Information in such manner that may breach any confidentiality or other obligation I owe to any former employer or other third party, without their prior written consent.

I warrant that I have the full right to assign the Inventions and the associated rights, titles and interests therein and that I have not made, and will not make, any agreement in conflict with this paragraph or Section 3 above.

6.Protected Rights.

6.1.I acknowledge and agree that:

6.1.1.Notwithstanding any other provision of this Undertaking or the Employment Agreement, nothing in this Undertaking, the Employment Agreement, or otherwise limits my ability to communicate directly with and provide information, including documents, not otherwise protected from disclosure by any applicable law or privilege to the U.S. Securities and Exchange Commission (“SEC”), or any federal, state or local governmental agency or commission (each, a “Government Agency”) or self-regulatory organization regarding possible legal violations, without disclosure to the Company or prevents me from:

6.1.1.1.filing a charge or complaint with any federal, state or local governmental agency or commission;

6.1.1.2.providing truthful testimony in litigation; or

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6.1.1.3.discussing or disclosing information about sexual harassment, sexual assault or unlawful acts in the workplace (including harassment, discrimination or other conduct I have reason to believe is unlawful).

6.1.2.I do not need the prior authorization of the Company to make any such reports or disclosures, and I will not be required to notify the Company that such reports or disclosures have been made.

6.1.3.The Company may not retaliate against me for any of these activities, and nothing in this Undertaking requires me to waive any monetary award or other payment to which I might become entitled from the SEC or any other Government Agency or self-regulatory organization.

6.2.I acknowledge and agree that:

6.2.1.I have received the following notice required pursuant to 18 U.S.C § 1833(b)(1): “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Nothing in this Section 6 is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b).

6.2.2.I have the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. If I file a lawsuit for retaliation by the Company for reporting a suspected violation of law, I also have the right to disclose the Company’s trade secrets to my attorney and use the trade secret information in the court proceeding if I (1) file any document containing the trade secret under seal and (2) do not disclose the trade secret, except pursuant to a court order.

6.3.My rights as described in this Section 6 are referred to as the “Protected Rights”.

7.General

7.1.I acknowledge that any breach by me of my obligations pursuant to this Undertaking may cause substantial damage for which the Group will hold me liable, subject to the Protected Rights. I further acknowledge and agree that the remedy at law for any breach by me of this Undertaking will be inadequate and that damages flowing from such breach are not usually susceptible to being

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measured in monetary terms. Accordingly, I acknowledge that upon any violation of any provision of this Undertaking by me, in addition to any remedy that the Company may have at law, the Company will be entitled to obtain from any court of competent jurisdiction immediate injunctive relief and obtain a temporary order restraining any threatened or further breach as well as an equitable accounting of all profits or benefits arising out of such violation, in all cases without any requirement of posting a bond. Nothing in this Section 7.1 will be deemed to limit the Company’s and/or Group’s remedies at law or in equity for any breach by me of any of the provisions of this Undertaking, which may be pursued by or available to the Company and/or Group.

7.2.The terms of this Undertaking will be interpreted in such a way as to give them maximum enforceability at law. The unenforceability of any term (or part thereof) will not affect the enforceability of any other part of this Undertaking.

7.3.My undertakings hereunder are in addition to, and do not derogate from, any obligation to which I may be subject under applicable law or any Group policy or agreement.

7.4.My undertakings hereunder will be applicable to me during the term of my employment with the Company and thereafter. Notwithstanding the aforesaid, the effect of my undertakings under Section 2 above will be for the period specified in such Section.

7.5.This Undertaking will be governed by and construed in accordance with the laws of Israel.

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Matti Shem Tov

/s/ Matti Shem Tov

1-August - 2024

Employee

Signature

Date

Ex Libris Ltd. hereby agrees to and accepts the assignment of all rights in the Inventions.

/s/ Sarit Olamy Aug 7th, 2024


Ex Libris Ltd.						Date
By:
Title:

[Signature Page to Confidentiality, Non-Competition,
Non-Solicitation, Assignment of Inventions and Nondisparagement Undertaking]

#98523867v26

Appendix C

General Order and Confirmation Regarding Payments of Employers to Pension Funds and Insurance Funds instead of Severance Pay

Pursuant to the power granted to me under section 14 of the Severance Pay Law 5723-1963 (“Law”) I hereby confirm that payments paid by an employer, commencing the date hereof, to an employee’s comprehensive pension fund into a provident fund which is not an insurance fund, as defined in the Income Tax Regulations (Registration and Management Rules of a Provident Fund) 5724-1964 (“Pension Fund”), or to a Manager’s Insurance Fund that includes the possibility of an allowance or a combination of payments to an Allowance Plan and to a plan which is not an Allowance Plan in an Insurance Fund (“Insurance Fund”), including payments which the employer paid by combination of payments to a Pension Fund and to an Insurance Fund whether there exists a possibility in the Insurance Fund to an allowance plan (“Employer Payments”), will replace the severance pay that the employee is entitled to for the salary and period of which the payments were paid (“Exempt Wages”) if the following conditions are satisfied:

1.Employer Payments

1.1For Pension Funds are not less than 14.33% of the Exempt Wages or 12% of the Exempt Wages, if the employer pays for his employee an additional payment on behalf of the severance pay completion for a providence fund or Insurance Fund at the rate of 2.33% of the Exempt Wages. If an employer does not pay the additional 2.33% on top of the 12%, then the payment will constitute only 72% of the Severance Pay.

1.2To the Insurance Fund are not less than one of the following:

1.2.113.33% of the Exempt Wages if the employer pays the employee additional payments to insure his monthly income in case of work disability, in a plan approved by the Supervisor of the Capital Market, Insurance and Savings in the Finance Ministry, at the lower of, a rate required to insure 75% of the Exempt Wages or 2.5% of the Exempt Wages (“Disability Payment”).

1.2.211% of the Exempt Wages if the employer pays an additional Disability Payment and in this case the Employer Payments will constitute only 72% of the employee’s severance pay; if, in addition to the abovementioned sum, the employer pays 2.33% of the Exempt Wages for the purpose of Severance Pay completion to providence fund or Insurance Funds, the Employer Payments will constitute 100% of the severance pay.

C-1

2.Pension Fund Agreement

2.1.A written agreement must be made between the employer and employee no later than 3 months after the commencement of the Employer Payments that includes:

2.1.1.the agreement of the employee to the arrangement pursuant to this confirmation which details the Employer Payments and the name of the Pension Fund or Insurance Fund; this agreement must include a copy of this confirmation;

2.1.2.an advanced waiver of the employer for any right that he could have to have his payments refunded unless the employee’s right to severance pay is denied by judgment according to sections 16 or 17 of the Law, or in case the employee withdrew monies from the Pension Fund or Insurance Fund not for an Entitling Event; for this matter, Entitling Event or purpose means death, disablement or retirement at the age of 60 or over.

3.Entitlement to Severance Pay

This confirmation does not derogate from the employee’s entitlement to severance pay according to the Law, Collective Agreement, Extension Order or personal employment agreement, for any salary above the Exempt Wages.

C-2

Exhibit 31

CERTIFICATION

I, Matitiahu Shem Tov, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Clarivate Plc;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: November 6, 2024			/s/ Matitiahu Shem Tov
			Matitiahu Shem Tov
			Chief Executive Officer and Director

CERTIFICATION

I, Jonathan M. Collins, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Clarivate Plc;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: November 6, 2024			/s/ Jonathan M. Collins
			Jonathan M. Collins
			Executive Vice President and Chief Financial Officer

Exhibit 32

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Clarivate Plc (the “Company”) on Form 10-Q for the quarter ended September 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Matitiahu Shem Tov, Chief Executive Officer and Director of the Company, certify to my knowledge, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: November 6, 2024			/s/ Matitiahu Shem Tov
			Matitiahu Shem Tov
			Chief Executive Officer and Director

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Clarivate Plc (the “Company”) on Form 10-Q for the quarter ended September 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jonathan M. Collins, Executive Vice President and Chief Financial Officer of the Company, certify to my knowledge, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: November 6, 2024			/s/ Jonathan M. Collins
			Jonathan M. Collins
			Executive Vice President and Chief Financial Officer

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2024	Oct. 31, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2024
Document Transition Report	false
Entity File Number	001-38911
Entity Registrant Name	CLARIVATE PLC
Entity Incorporation, State or Country Code	Y9
Entity Address, Address Line One	70 St. Mary Axe
Entity Address, City or Town	London
Entity Address, Postal Zip Code	EC3A 8BE
Entity Address, Country	GB
Country Region	44
City Area Code	207
Local Phone Number	4334000
Title of 12(b) Security	Ordinary Shares, no par value
Trading Symbol	CLVT
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		710,403,567
Entity Central Index Key	0001764046
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Entity Tax Identification Number	00-0000000

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Millions	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents, including restricted cash	$ 388.5	$ 370.7
Accounts receivable, net	771.8	908.3
Prepaid expenses	97.7	88.5
Other current assets	81.1	68.0
Assets held for sale	0.0	26.7
Total current assets	1,339.1	1,462.2
Property and equipment, net	47.3	51.6
Other intangible assets, net	8,726.7	9,006.6
Goodwill	1,736.8	2,023.7
Other non-current assets	71.8	60.8
Deferred income taxes	50.8	46.7
Operating lease right-of-use assets	58.1	55.2
Total assets	12,030.6	12,706.8
Current liabilities:
Accounts payable	126.5	144.1
Accrued compensation	111.7	126.5
Accrued expenses and other current liabilities	375.1	315.2
Current portion of deferred revenues	890.2	983.1
Current portion of operating lease liability	22.1	24.4
Liabilities held for sale	0.0	6.7
Total current liabilities	1,525.6	1,600.0
Long-term debt	4,632.5	4,721.1
Non-current portion of deferred revenues	21.6	38.7
Other non-current liabilities	52.5	41.9
Deferred income taxes	227.0	249.6
Operating lease liabilities	57.9	63.2
Total liabilities	6,517.1	6,714.5
Commitments and contingencies (Note 14)
Shareholders' equity:
Preferred Shares, no par value; 14.4 shares authorized; 5.25% Mandatory Convertible Preferred Shares, Series A, zero and 14.4 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively	0.0	1,392.6
Ordinary Shares, no par value; unlimited shares authorized; 710.3 and 666.1 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively	13,069.0	11,740.5
Accumulated other comprehensive loss	(433.8)	(495.3)
Accumulated deficit	(7,121.7)	(6,645.5)
Total shareholders' equity	5,513.5	5,992.3
Total liabilities and shareholders' equity	$ 12,030.6	$ 12,706.8

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares	9 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0	$ 0
Preferred stock, authorized (in shares)	14,400,000	14,400,000
Preferred stock, dividend rate (as a percent)	5.25%
Preferred stock, issued (in shares)	0	14,400,000
Preferred stock, outstanding (in shares)	0	14,400,000
Ordinary shares, par value (in dollars per share)	$ 0	$ 0
Ordinary shares, issued (in shares)	710,300,000	666,100,000
Ordinary shares, outstanding (in shares)	710,300,000	666,100,000

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) shares in Millions, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Revenues	$ 622.2	$ 647.2	$ 1,893.7	$ 1,945.1
Operating Expenses:
Cost of revenues	210.1	220.6	641.5	674.8
Selling, general and administrative costs	169.7	171.9	546.8	559.3
Depreciation and amortization	177.2	176.8	541.0	527.5
Goodwill and intangible asset impairments	13.8	0.0	316.6	135.2
Restructuring and other impairments	4.0	3.7	14.2	25.3
Other operating expense (income), net	25.7	(13.0)	46.9	(30.5)
Total operating expenses	600.5	560.0	2,107.0	1,891.6
Income (loss) from operations	21.7	87.2	(213.3)	53.5
Fair value adjustment of warrants	0.0	(12.6)	(5.2)	(14.4)
Interest expense, net	72.2	71.9	213.5	218.5
Income (loss) before income tax	(50.5)	27.9	(421.6)	(150.6)
Provision (benefit) for income taxes	15.1	15.6	23.3	(83.3)
Net income (loss)	(65.6)	12.3	(444.9)	(67.3)
Dividends on preferred shares	0.0	18.9	31.3	56.3
Net loss attributable to ordinary shares	$ (65.6)	$ (6.6)	$ (476.2)	$ (123.6)
Per share
Basic (in dollars per share)	$ (0.09)	$ (0.01)	$ (0.69)	$ (0.18)
Diluted (in dollars per share)	$ (0.09)	$ (0.01)	$ (0.69)	$ (0.18)
Weighted average shares used to compute earnings per share:
Basic (in shares)	718.7	670.9	690.5	673.9
Diluted (in shares)	718.7	670.9	690.5	673.9

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ (65.6)	$ 12.3	$ (444.9)	$ (67.3)
Other comprehensive income (loss), net of tax:
Interest rate swaps	(13.0)	(0.4)	(10.8)	(5.5)
Foreign currency translation adjustment	76.2	(169.7)	72.3	13.7
Other comprehensive income (loss), net of tax	63.2	(170.2)	61.5	8.1
Comprehensive income (loss)	$ (2.4)	$ (157.9)	$ (383.4)	$ (59.2)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) (Parenthetical) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Statement of Comprehensive Income [Abstract]
Interest rate swaps, tax	$ (4.4)	$ 0.3	$ (3.7)	$ (1.4)
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, after Tax	$ 0.0	$ 0.1	$ 0.0	$ 0.1

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED) - USD ($) $ in Millions	Total	Ordinary Shares	Preferred Shares	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit
Balance at beginning of the period (in shares) at Dec. 31, 2022		674,400,000	14,400,000
Balance at beginning of the period at Dec. 31, 2022	$ 6,812.5	$ 11,744.7	$ 1,392.6	$ (665.9)	$ (5,658.9)
Increase (Decrease) in Shareholders' Equity
Vesting of restricted stock units (in shares)		1,800,000
Share-based award activity (in shares)		(600,000)
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition	33.7	$ 33.7
Dividends, Preferred Stock	(18.8)				(18.8)
Net income (loss)	43.5				43.5
Other comprehensive income (loss)	88.4			88.4
Balance at end of the period (in shares) at Mar. 31, 2023		675,600,000	14,400,000
Balance at end of the period at Mar. 31, 2023	6,959.3	$ 11,778.4	$ 1,392.6	(577.5)	(5,634.2)
Balance at beginning of the period (in shares) at Dec. 31, 2022		674,400,000	14,400,000
Balance at beginning of the period at Dec. 31, 2022	6,812.5	$ 11,744.7	$ 1,392.6	(665.9)	(5,658.9)
Increase (Decrease) in Shareholders' Equity
Net income (loss)	(67.3)
Other comprehensive income (loss)	8.1
Balance at end of the period (in shares) at Sep. 30, 2023		663,900,000	14,400,000
Balance at end of the period at Sep. 30, 2023	6,682.1	$ 11,729.8	$ 1,392.6	(657.8)	(5,782.5)
Balance at beginning of the period (in shares) at Dec. 31, 2022		674,400,000	14,400,000
Balance at beginning of the period at Dec. 31, 2022	6,812.5	$ 11,744.7	$ 1,392.6	(665.9)	(5,658.9)
Increase (Decrease) in Shareholders' Equity
Stock Repurchased and Retired During Period, Value	100.0
Balance at end of the period (in shares) at Dec. 31, 2023		666,100,000	14,400,000
Balance at end of the period at Dec. 31, 2023	$ 5,992.3	$ 11,740.5	$ 1,392.6	(495.3)	(6,645.5)
Increase (Decrease) in Shareholders' Equity
Stock repurchased and retired (in shares)	13,800,000
Balance at beginning of the period (in shares) at Mar. 31, 2023		675,600,000	14,400,000
Balance at beginning of the period at Mar. 31, 2023	$ 6,959.3	$ 11,778.4	$ 1,392.6	(577.5)	(5,634.2)
Increase (Decrease) in Shareholders' Equity
Vesting of restricted stock units (in shares)		800,000
Share-based award activity (in shares)		(300,000)
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition	30.8	$ 30.8
Dividends, Preferred Stock	(18.6)				(18.6)
Net income (loss)	(123.1)				(123.1)
Other comprehensive income (loss)	89.9			89.9
Balance at end of the period (in shares) at Jun. 30, 2023		676,100,000	14,400,000
Balance at end of the period at Jun. 30, 2023	6,938.3	$ 11,809.2	$ 1,392.6	(487.6)	(5,775.9)
Increase (Decrease) in Shareholders' Equity
Vesting of restricted stock units (in shares)		2,400,000
Share-based award activity (in shares)		(800,000)
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition	20.6	$ 20.6
Stock Repurchased and Retired During Period, Value	(100.0)	$ (100.0)
Dividends, Preferred Stock	(18.9)				(18.9)
Net income (loss)	12.3				12.3
Other comprehensive income (loss)	(170.2)			(170.2)
Balance at end of the period (in shares) at Sep. 30, 2023		663,900,000	14,400,000
Balance at end of the period at Sep. 30, 2023	6,682.1	$ 11,729.8	$ 1,392.6	(657.8)	(5,782.5)
Increase (Decrease) in Shareholders' Equity
Stock repurchased and retired (in shares)		(13,800,000)
Balance at beginning of the period (in shares) at Dec. 31, 2023		666,100,000	14,400,000
Balance at beginning of the period at Dec. 31, 2023	5,992.3	$ 11,740.5	$ 1,392.6	(495.3)	(6,645.5)
Increase (Decrease) in Shareholders' Equity
Vesting of restricted stock units (in shares)		3,300,000
Share-based award activity (in shares)		(1,200,000)
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition	6.9	$ 6.9
Dividends, Preferred Stock	(18.8)				(18.8)
Net income (loss)	(75.0)				(75.0)
Other comprehensive income (loss)	(17.0)			(17.0)
Balance at end of the period (in shares) at Mar. 31, 2024		668,200,000	14,400,000
Balance at end of the period at Mar. 31, 2024	5,888.4	$ 11,747.4	$ 1,392.6	(512.3)	(6,739.3)
Balance at beginning of the period (in shares) at Dec. 31, 2023		666,100,000	14,400,000
Balance at beginning of the period at Dec. 31, 2023	5,992.3	$ 11,740.5	$ 1,392.6	(495.3)	(6,645.5)
Increase (Decrease) in Shareholders' Equity
Net income (loss)	(444.9)
Other comprehensive income (loss)	61.5
Balance at end of the period (in shares) at Sep. 30, 2024		710,300,000	0
Balance at end of the period at Sep. 30, 2024	5,513.5	$ 13,069.0	$ 0.0	(433.8)	(7,121.7)
Balance at beginning of the period (in shares) at Mar. 31, 2024		668,200,000	14,400,000
Balance at beginning of the period at Mar. 31, 2024	5,888.4	$ 11,747.4	$ 1,392.6	(512.3)	(6,739.3)
Increase (Decrease) in Shareholders' Equity
Vesting of restricted stock units (in shares)		700,000
Share-based award activity (in shares)		(100,000)
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition	17.7	$ 17.7
Dividends, Preferred Stock	(12.5)				(12.5)
Net income (loss)	(304.3)				(304.3)
Other comprehensive income (loss)	15.3			15.3
Balance at end of the period (in shares) at Jun. 30, 2024		724,100,000	0
Balance at end of the period at Jun. 30, 2024	5,604.6	$ 13,157.7	$ 0.0	(497.0)	(7,056.1)
Increase (Decrease) in Shareholders' Equity
Stock Issued During Period, Value, Conversion of Convertible Securities		$ 1,392.6	$ (1,392.6)
Stock Issued During Period, Shares, Conversion of Convertible Securities		55,300,000	(14,400,000)
Vesting of restricted stock units (in shares)		2,100,000
Share-based award activity (in shares)		(700,000)
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition	11.3	$ 11.3
Stock Repurchased and Retired During Period, Value	(100.0)	$ (100.0)
Net income (loss)	(65.6)				(65.6)
Other comprehensive income (loss)	63.2			63.2
Balance at end of the period (in shares) at Sep. 30, 2024		710,300,000	0
Balance at end of the period at Sep. 30, 2024	$ 5,513.5	$ 13,069.0	$ 0.0	$ (433.8)	$ (7,121.7)
Increase (Decrease) in Shareholders' Equity
Stock repurchased and retired (in shares)	15,200,000	(15,200,000)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash Flows From Operating Activities
Net income (loss)	$ (444.9)	$ (67.3)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	541.0	527.5
Share-based compensation	48.9	97.1
Restructuring and other impairments, including goodwill	314.5	138.9
Gain on legal settlement	0.0	(49.4)
Deferred income taxes	(28.8)	(51.3)
Amortization of debt issuance costs	11.1	12.9
Other operating activities	36.1	2.4
Changes in operating assets and liabilities:
Accounts receivable	148.2	110.3
Prepaid expenses	(8.5)	(10.6)
Other assets	(9.8)	19.5
Accounts payable	(16.5)	(2.4)
Accrued expenses and other current liabilities	22.1	(33.8)
Deferred revenues	(102.3)	(56.9)
Operating leases, net	(7.8)	(6.2)
Other liabilities	2.0	(77.4)
Net cash provided by operating activities	505.3	553.3
Cash Flows From Investing Activities
Capital expenditures	(206.9)	(178.6)
Payments for acquisitions, net of cash acquired	(32.0)	(2.3)
Proceeds from divestitures, net of cash divested	(19.2)	10.5
Net cash provided by (used for) investing activities	(258.1)	(170.4)
Cash Flows From Financing Activities
Principal payments on term loans	(58.1)	(150.0)
Payment of debt issuance costs and discounts	(20.1)	(0.1)
Payments for Repurchase of Equity	100.0	100.0
Cash dividends on preferred shares	(37.7)	(56.7)
Payments related to finance lease	(0.7)	(0.8)
Payments related to tax withholding for share-based compensation	(13.9)	(14.8)
Net cash provided by (used for) financing activities	(230.5)	(322.2)
Effects of exchange rates	1.1	(10.3)
Net change in cash and cash equivalents, including restricted cash	17.8	50.4
Cash and cash equivalents, including restricted cash, beginning of period	370.7	356.8
Cash and cash equivalents, including restricted cash, end of period	$ 388.5	$ 407.2

Nature of Operations and Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Nature of Operations and Summary of Significant Accounting Policies	Nature of Operations and Summary of Significant Accounting Policies Clarivate Plc (“Clarivate,” “us,” “we,” “our,” or the “Company”) is a public limited company incorporated under the laws of Jersey, Channel Islands. We are a provider of proprietary and comprehensive information, analytics, professional services, and workflow software that enable users across government and academic institutions, life science and healthcare companies, corporations, and law firms to power the entire innovation lifecycle, from cultivating curiosity to protecting the world’s critical intellectual property assets. We have three reportable segments: Academia & Government (“A&G”), Intellectual Property (“IP”), and Life Sciences & Healthcare (“LS&H”). Our segment structure is organized based on the products we offer and the markets they serve. For additional information on our reportable segments, see Note 13 - Segment Information. Basis of Presentation The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and include our accounts and the accounts of our wholly owned subsidiaries. In our opinion, these interim statements reflect all adjustments necessary to a fair statement of the results for the periods presented, and such adjustments are of a normal, recurring nature. Results from interim periods should not be considered indicative of results for the full year. The financial statements included herein should be read in conjunction with the financial statements and notes included in our Form 10-K for the year ended December 31, 2023. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. All significant intercompany transactions and balances have been eliminated in consolidation. Certain reclassifications of prior period amounts have been made to conform to the current period presentation. Significant Accounting Policies Our significant accounting policies are those that we believe are important to the portrayal of our financial condition and results of operations, as well as those that involve significant judgments or estimates about matters that are inherently uncertain. There have been no material changes to the significant accounting policies discussed in Note 1 - Nature of Operations and Summary of Significant Accounting Policies included in Part II, Item 8 of our annual report on Form 10-K for the year ended December 31, 2023. Recently Issued Accounting Standards In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Improvements to Reportable Segment Disclosures, which requires disclosure of incremental segment information on an annual and interim basis. The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 on a retrospective basis. We do not expect that the adoption of this ASU will have a material impact on our consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which is designed to provide greater income tax disclosure transparency by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. The amendments in this update are effective for fiscal years beginning after December 15, 2024 on a prospective basis. Early adoption is permitted. We are currently assessing the impact of this update on our related disclosures.

Acquisitions and Divestitures	9 Months Ended
Acquisitions and Divestitures	Sep. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
Acquisitions and Divestitures	Acquisitions and Divestitures During the second quarter of 2023, we entered into a commercial agreement to sell a small product group within our IP segment for approximately $34, payable in annual installments over ten years. The fair value of this contingent consideration receivable is $28.2 as of September 30, 2024, of which almost all is classified as Other non-current assets in the Condensed Consolidated Balance Sheets. We will remeasure the fair value of contingent consideration on a recurring basis and record adjustments, as needed, based on the length of time remaining under the commercial agreement and changes in the amount to be realized each year based on actual financial results. Changes in fair value measurement of the contingent consideration is based on Level 3 inputs. The transaction closed on April 1, 2024 and a loss of $14.8 was recognized in connection with the sale, which is included in Other operating expense (income), net in the Condensed Consolidated Statements of Operations. Prior to the held-for-sale determination and accompanying impairment testing as of June 30, 2023, the carrying amount of the expected assets to be disposed of consisted almost entirely of purchase-related identifiable customer relationship intangible assets of approximately $158. These intangible assets were reduced to estimated fair value of $26.1 based on the estimated present value of the consideration to be paid over ten years. The related impairment charge of $132.2 is included in Goodwill and intangible asset impairments in the Condensed Consolidated Statements of Operations for the nine months ended September 30, 2023. On October 25, 2024, in connection with streamlining our A&G portfolio and focusing our efforts around our core A&G business assets, we entered into a commercial agreement to sell our ScholarOne business for $110.0 payable in cash at the closing of the transaction and a potential earnout payable in cash that we estimate may approach $20.0 contingent on the achievement of certain financial metrics through 2030. The sale is expected to close during the fourth quarter of 2024.

Revenue

9 Months Ended

Sep. 30, 2024

Revenue from Contract with Customer [Abstract]

Revenue

We derive revenue through subscriptions to our product offerings, re-occurring contracts in our IP segment, and transactional sales that are typically quoted on a product, data set, or project basis.

The following table presents our revenues disaggregated by transaction type (see Note 13 - Segment Information for our revenues disaggregated by segment):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Subscription revenues	$	411.1	$	408.1	$	1,219.8	$	1,207.3
Re-occurring revenues	106.7		106.8		317.8		325.5
Transactional and other revenues	104.4		132.3		356.1		412.3
Revenues	$	622.2	$	647.2	$	1,893.7	$	1,945.1

The following table presents our contract balances:


	September 30, 2024	December 31, 2023
Accounts receivable, net	771.8	908.3

Current portion of deferred revenues	890.2	983.1
Non-current portion of deferred revenues	21.6	38.7

Other Intangible Assets, Net and Goodwill

9 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Other Intangible Assets, Net and Goodwill

Other intangible assets, net

The following table is a summary of the gross carrying amounts and accumulated amortization of our identifiable intangible assets by major class:


	September 30, 2024						December 31, 2023
	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net
Customer relationships	$	7,850.2	$	(1,445.1)	$	6,405.1	$	7,819.9	$	(1,177.2)	$	6,642.7
Technology and content	2,858.8		(1,190.3)		1,668.5		2,798.3		(1,009.1)		1,789.2
Computer software	1,062.6		(598.5)		464.1		897.9		(516.4)		381.5
Trade names and other	89.5		(57.4)		32.1		88.9		(52.6)		36.3
Definite-lived intangible assets	$	11,861.1	$	(3,291.3)	$	8,569.8	$	11,605.0	$	(2,755.3)	$	8,849.7
Indefinite-lived trade names	156.9		—		156.9		156.9		—		156.9
Other intangible assets, net	$	12,018.0	$	(3,291.3)	$	8,726.7	$	11,761.9	$	(2,755.3)	$	9,006.6

Goodwill

The following table is a summary of the change in the carrying amount of goodwill, both in total and as allocated to our reportable segments:


	A&G		IP		LS&H		Total
Balance as of December 31, 2023	$	1,109.8	$	—	$	913.9	$	2,023.7
Acquisition	—		13.8		15.8		29.6

Goodwill impairment	—		(13.8)		(302.8)		(316.6)
Impact of foreign currency fluctuations	0.1		—		—		0.1
Balance as of September 30, 2024	$	1,109.9	$	—	$	626.9	$	1,736.8

Derivative Instruments

9 Months Ended

Sep. 30, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments

Interest Rate Swaps

Cross-Currency Swaps

Foreign Currency Forward Contracts

The following table provides information on the location and fair value amounts of our derivative instruments as of September 30, 2024 and December 31, 2023:


	Balance Sheet Classification	September 30, 2024		December 31, 2023
Asset Derivatives
Designated as accounting hedges:
Interest rate swaps	Other current assets	$	—	$	4.1
Interest rate swaps	Other non-current assets	7.4		17.7

Not designated as accounting hedges:
Foreign currency forwards	Other current assets	3.1		1.3

Total Asset Derivatives		$	10.5	$	23.1

Liability Derivatives
Designated as accounting hedges:
Cross-currency swaps	Other non-current liabilities	$	2.9	$	2.0
Not designated as accounting hedges:
Foreign currency forwards	Accrued expenses and other current liabilities	—		0.1
Total Liability Derivatives		$	2.9	$	2.1

Debt

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Debt

The following table summarizes our total indebtedness:


		September 30, 2024			December 31, 2023
Type	Maturity	Effective Interest Rate	Carrying Value		Effective Interest Rate	Carrying Value
Senior Notes	2029	4.875%	921.4		4.875%	921.4
Senior Secured Notes	2028	3.875%	921.2		3.875%	921.2
Senior Secured Notes	2026	4.500%	700.0		4.500%	700.0
Revolving Credit Facility	2029	7.595%	—		8.206%	—
Term Loan Facility	2031	7.595%	2,139.3		8.470%	2,197.4
Finance lease	2036	6.936%	29.6		6.936%	30.3
Total debt outstanding			$	4,711.5		$	4,770.3
Debt discounts and issuance costs			(56.2)			(48.0)
Current portion of long-term debt(1)			(22.8)			(1.2)
Long-term debt			$	4,632.5		$	4,721.1
(1) Included in Accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheets.

Senior Notes (2029) and Senior Secured Notes (2028)

Senior Secured Notes (2026)

The Credit Facilities

Revolving Credit Facility

As of September 30, 2024, letters of credit totaling $8.1 were collateralized by the revolving credit facility.

Term Loan Facility

Shareholders' Equity

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

Shareholders' Equity

Conversion of Preferred Shares into Ordinary Shares

Share Repurchase Program

Accumulated Other Comprehensive Loss (“AOCL”)


	Nine Months Ended September 30, 2024
	Interest rate swaps		Defined benefit pension plans		Foreign currency translation adjustment		Total
Balance as of December 31, 2023	$	16.2	$	0.4	$	(511.9)	$	(495.3)
Other comprehensive income (loss) before reclassifications	7.4		—		73.2		80.6
Reclassifications from AOCL to net earnings	(18.2)		—		(0.9)		(19.1)
Net other comprehensive (loss) income	(10.8)		—		72.3		61.5
Balance as of September 30, 2024	$	5.4	$	0.4	$	(439.6)	$	(433.8)


	Nine Months Ended September 30, 2023
	Interest rate swaps		Defined benefit pension plans		Foreign currency translation adjustment		Total
Balance as of December 31, 2022	$	38.1	$	1.5	$	(705.5)	$	(665.9)
Other comprehensive income (loss) before reclassifications	22.2		(0.1)		14.0		36.1
Reclassifications from AOCL to net earnings	(27.7)		—		(0.3)		(28.0)
Net other comprehensive income (loss)	(5.5)		(0.1)		13.7		8.1
Balance as of September 30, 2023	$	32.6	$	1.4	$	(691.8)	$	(657.8)

Private Placement Warrants	9 Months Ended
Private Placement Warrants	Sep. 30, 2024
Other Liabilities Disclosure [Abstract]
Private Placement Warrants	Private Placement Warrants In May 2024, the remaining 17.8 million private placement warrants expired unexercised. These warrants had an exercise price of $11.50 per share and were valued using a Black-Scholes option valuation model and classified as Level 3 financial instruments within the fair value hierarchy. The warrants were subject to remeasurement at each balance sheet date and represented a liability balance of zero and $5.1 as of September 30, 2024 and December 31, 2023, respectively, classified within Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets. The change in fair value was recognized as a fair value adjustment of warrants in the Condensed Consolidated Statements of Operations.

Restructuring and Other Impairments

9 Months Ended

Sep. 30, 2024

Restructuring and Related Activities [Abstract]

Restructuring and Other Impairments

The following table summarizes the pre-tax charges by activity and program during the periods indicated:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Severance and related benefit costs:

ProQuest Acquisition Integration Program	$	—	$	(0.2)	$	(0.1)	$	16.7
Segment Optimization Program	4.2		2.6		16.3		4.9

Total Severance and related benefit costs	$	4.2	$	2.4	$	16.2	$	21.6

Exit and disposal costs:

ProQuest Acquisition Integration Program	$	—	$	—	$	—	$	0.1
Segment Optimization Program	0.1		—		0.3		—

Total Exit and disposal costs	$	0.1	$	—	$	0.3	$	0.1

Lease abandonment costs:


Segment Optimization Program	$	(0.3)	$	1.4	$	(2.3)	$	3.7
Other Restructuring Programs	—		(0.1)		—		(0.1)
Total Lease abandonment costs	$	(0.3)	$	1.3	$	(2.3)	$	3.6

Restructuring and other impairments	$	4.0	$	3.7	$	14.2	$	25.3

The following table summarizes the pre-tax charges by program and segment during the periods indicated:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Academia & Government:

ProQuest Acquisition Integration Program	$	—	$	(0.2)	$	(0.1)	$	9.1
Segment Optimization Program	1.7		1.4		5.5		3.0
Other Restructuring Programs	—		(0.1)		—		(0.1)
Total A&G	$	1.7	$	1.1	$	5.4	$	12.0

Intellectual Property:

ProQuest Acquisition Integration Program	$	—	$	—	$	—	$	4.6
Segment Optimization Program	0.2		0.5		3.2		1.9

Total IP	$	0.2	$	0.5	$	3.2	$	6.5

Life Sciences & Healthcare:

ProQuest Acquisition Integration Program	$	—	$	—	$	—	$	3.1
Segment Optimization Program	2.1		2.1		5.6		3.7

Total LS&H	$	2.1	$	2.1	$	5.6	$	6.8

Restructuring and other impairments	$	4.0	$	3.7	$	14.2	$	25.3

The following table summarizes the changes in our restructuring reserves by activity during the periods indicated:


	Severance and related benefit costs		Exit, disposal, and abandonment costs		Total
Reserve Balance as of December 31, 2023	$	5.9	$	1.4	$	7.3
Expenses recorded	16.2		(2.0)		14.2
Payments made	(18.9)		(4.7)		(23.6)
Noncash items	(1.0)		5.3		4.3
Reserve Balance as of September 30, 2024	$	2.2	$	—	$	2.2

Reserve Balance as of December 31, 2022	$	11.5	$	0.1	$	11.6
Expenses recorded	21.6		3.7		25.3
Payments made	(27.7)		(2.4)		(30.1)
Noncash items	(2.9)		—		(2.9)
Reserve Balance as of September 30, 2023	$	2.5	$	1.4	$	3.9

Other Operating Expense (Income), Net

9 Months Ended

Sep. 30, 2024

Other Income and Expenses [Abstract]

Other Operating Expense (Income), Net

Other operating expense (income), net, consisted of the following for the three and nine months ended September 30, 2024 and 2023:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Loss on divestiture(1)	$	—	$	—	$	14.8	$	—
Gain on legal settlement(2)	—		—		—		(49.4)
Net foreign exchange loss (gain)(3)	31.5		(17.0)		36.1		15.3
Miscellaneous expense (income), net	(5.8)		4.0		(4.0)		3.6
Other operating expense (income), net	$	25.7	$	(13.0)	$	46.9	$	(30.5)
(1) Refer to Note 2 - Acquisitions and Divestitures for further information.
(2) Refer to Note 14 - Commitments and Contingencies for further information.
(3) Relates to realized and unrealized gains and losses on foreign currency transactions, with the largest impacts derived from transactions denominated in GBP.

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2024
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes We compute our provision (benefit) for income taxes by applying the estimated annual effective tax rate to year-to-date pre-tax income (loss) and adjust the provision for discrete tax items recorded in the period. The income tax provision of $15.1 and $15.6 for the three months ended September 30, 2024 and 2023, respectively, was primarily due to the mix of jurisdictions in which pre-tax profits and losses were recognized. The income tax provision of $23.3 for the nine months ended September 30, 2024 was primarily due to the mix of jurisdictions in which pre-tax profits and losses were recognized, partially offset by a $14.2 tax benefit related to the goodwill impairment. The income tax benefit of $83.3 for the nine months ended September 30, 2023 was driven by a $70.4 tax benefit recorded on the settlement of an open tax dispute, a $33.0 tax benefit associated with the impairment of intangible assets, and a $17.1 tax benefit relating to the partial release of valuation allowance, partially offset by the mix of taxing jurisdictions in which pre-tax profits and losses were recognized.

Earnings Per Share

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Earnings Per Share

The basic and diluted EPS computations for our ordinary shares are calculated as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Basic EPS
Net income (loss)	$	(65.6)	$	12.3	$	(444.9)	$	(67.3)
Dividends on preferred shares	—		18.9		31.3		56.3
Net income (loss) attributable to ordinary shares	$	(65.6)	$	(6.6)	$	(476.2)	$	(123.6)

Weighted average shares, basic	718.7		670.9		690.5		673.9
Basic EPS	$	(0.09)	$	(0.01)	$	(0.69)	$	(0.18)

Diluted EPS
Net income (loss) attributable to ordinary shares	$	(65.6)	$	(6.6)	$	(476.2)	$	(123.6)
Change in fair value of private placement warrants	—		—		—		—
Net income (loss) attributable to ordinary shares, diluted	$	(65.6)	$	(6.6)	$	(476.2)	$	(123.6)


Weighted average shares, basic	718.7		670.9		690.5		673.9
Weighted average effect of potentially dilutive shares	—		—		—		—
Weighted average shares, diluted	718.7		670.9		690.5		673.9
Diluted EPS	$	(0.09)	$	(0.01)	$	(0.69)	$	(0.18)

Segment Information

9 Months Ended

Sep. 30, 2024

Segment Reporting [Abstract]

Segment Information

The following table summarizes revenues by reportable segment for the periods indicated:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Academia & Government	$	321.3	$	327.2	$	983.5	$	983.9
Intellectual Property	199.8		211.7		602.3		637.1
Life Sciences & Healthcare	101.1		108.3		307.9		324.1
Total Revenues	$	622.2	$	647.2	$	1,893.7	$	1,945.1

The following table presents segment profitability and a reconciliation to Net income (loss) for the periods indicated:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Academia & Government	$	139.8	$	144.0	$	415.4	$	416.2
Intellectual Property	91.0		98.5		263.2		293.2
Life Sciences & Healthcare	33.6		38.9		96.5		109.6
Total Adjusted EBITDA	$	264.4	$	281.4	$	775.1	$	819.0
Provision (benefit) for income taxes	(15.1)		(15.6)		(23.3)		83.3
Depreciation and amortization	(177.2)		(176.8)		(541.0)		(527.5)
Interest expense, net	(72.2)		(71.9)		(213.5)		(218.5)

Transaction related costs	(6.1)		(2.7)		(13.6)		(5.1)
Share-based compensation expense	(15.4)		(25.4)		(49.7)		(97.1)

Goodwill and intangible asset impairments	(13.8)		—		(316.6)		(135.2)
Restructuring and other impairments	(4.0)		(3.7)		(14.2)		(25.3)
Fair value adjustment of warrants	—		12.6		5.2		14.4
Other(1)	(26.2)		14.4		(53.3)		24.7
Net income (loss)	$	(65.6)	$	12.3	$	(444.9)	$	(67.3)


(1) Primarily reflects the net impact of foreign exchange gains and losses related to the remeasurement of balances and other items that do not reflect our ongoing operating performance. In addition to the net unrealized foreign exchange loss, the nine months ended September 30, 2024 also includes a $14.8 loss on the divestiture discussed in Note 2 - Acquisitions and Divestitures and the nine months ended September 30, 2023 includes a $49.4 gain on legal settlement discussed in Note 14 - Commitments and Contingencies.

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Lawsuits and Legal Claims We are engaged in various legal proceedings, claims, audits, and investigations that have arisen in the ordinary course of business. These matters may include among others, antitrust/competition claims, intellectual property infringement claims, employment matters, and commercial matters. The outcomes of the matters against us are subject to future resolution, including the uncertainties of litigation. From time to time, we are involved in litigation in the ordinary course of our business, including claims or contingencies that may arise related to matters occurring prior to our acquisition of businesses. At the present time, primarily because the matters are generally in early stages, we can give no assurance as to the outcome of any pending litigation to which we are currently a party, and we are unable to determine the ultimate resolution of these matters or the effect they may have on us. We have and will continue to vigorously defend ourselves against these claims. We maintain appropriate levels of insurance, which we expect are likely to provide coverage for some of these liabilities or other losses that may arise from these litigation matters. During the nine months ended September 30, 2023, we reached settlement related to a large legal claim, which was covered by insurance. We recognized a total gain on settlement of $49.4 which is included in Other operating expense (income), net in the Condensed Consolidated Statement of Operations. Between January and March 2022, three putative securities class action complaints were filed in the United States District Court for the Eastern District of New York against Clarivate and certain of its executives and directors alleging that there were weaknesses in the Company’s internal controls over financial reporting and financial reporting procedures that it failed to disclose in violation of federal securities law. The complaints were consolidated into a single proceeding on May 18, 2022. On August 8, 2022, plaintiffs filed a consolidated amended complaint, seeking damages on behalf of a putative class of shareholders who acquired Clarivate securities between July 30, 2020, and February 2, 2022, and/or acquired Clarivate ordinary or preferred shares in connection with offerings on June 10, 2021, or Clarivate ordinary shares in connection with a September 13, 2021, offering. The amended complaint, like the prior complaints, references an error in the accounting treatment of an equity plan included in the Company’s 2020 business combination with CPA Global that was disclosed on December 27, 2021, and related restatements issued on February 3, 2022, of certain of the Company’s previously issued financial statements. The amended complaint also alleges that the Company and certain of its executives and directors made false or misleading statements relating to the Company’s product quality and expected organic revenues and organic growth rate, and that they failed to disclose significant known changes to the Company’s business model. Defendants moved to dismiss the amended complaint on October 7, 2022. Without deciding the motion, the court entered an order on June 23, 2023, allowing plaintiffs limited leave to amend, and plaintiffs filed an amended complaint on July 14, 2023. On August 10, 2023, the court issued an order deeming defendants’ prior motions and briefs to be directed at the amended complaint and permitting defendants to file supplemental briefs to address the new allegations in the amended complaint. Supplemental briefing on the motions was completed on September 8, 2023. Defendants’ motions to dismiss the amended complaint are currently pending. In a separate but related litigation, on June 7, 2022, a class action was filed in Pennsylvania state court in the Court of Common Pleas of Philadelphia asserting claims under the Securities Act of 1933, based on substantially similar allegations, with respect to alleged misstatements and omissions in the offering documents for two issuances of Clarivate ordinary shares in June and September 2021. The Company moved to stay this proceeding on August 19, 2022, and filed its preliminary objections to the state court complaint on October 21, 2022. After granting a partial stay on January 4, 2023, the court denied a further stay of the proceedings on April 17, 2023. On April 24, 2024, the court sustained the Company’s preliminary objections, but permitted plaintiff leave to file an amended complaint, which plaintiff filed on May 28, 2024. On August 29, 2024, plaintiff filed a second amended complaint, to which the Company filed preliminary objections on September 30, 2024. Clarivate does not believe that the claims alleged in the complaints have merit and will vigorously defend against them. Given the early stage of the proceedings, we are unable to estimate the reasonably possible loss or range of loss, if any, arising from these matters.

Pay vs Performance Disclosure - USD ($) $ in Millions	3 Months Ended						9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Millions	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net income (loss)	$ (65.6)	$ (304.3)	$ (75.0)	$ 12.3	$ (123.1)	$ 43.5	$ (444.9)	$ (67.3)

Insider Trading Arrangements	3 Months Ended	9 Months Ended
Insider Trading Arrangements	Sep. 30, 2024	Sep. 30, 2024
Trading Arrangements, by Individual
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false
Bar Veinstein [Member]
Trading Arrangements, by Individual
Material Terms of Trading Arrangement		During the quarter ended September 30, 2024, no director or officer (as defined in Rule 16a-1 under the Exchange Act) of the Company adopted or terminated a Rule 10b5-1 trading plan or adopted or terminated a non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408(a) of Regulation S-K).

Nature of Operations and Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and include our accounts and the accounts of our wholly owned subsidiaries. In our opinion, these interim statements reflect all adjustments necessary to a fair statement of the results for the periods presented, and such adjustments are of a normal, recurring nature. Results from interim periods should not be considered indicative of results for the full year. The financial statements included herein should be read in conjunction with the financial statements and notes included in our Form 10-K for the year ended December 31, 2023. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. All significant intercompany transactions and balances have been eliminated in consolidation. Certain reclassifications of prior period amounts have been made to conform to the current period presentation.
Recently Issued Accounting Standards	Recently Issued Accounting Standards In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Improvements to Reportable Segment Disclosures, which requires disclosure of incremental segment information on an annual and interim basis. The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 on a retrospective basis. We do not expect that the adoption of this ASU will have a material impact on our consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which is designed to provide greater income tax disclosure transparency by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. The amendments in this update are effective for fiscal years beginning after December 15, 2024 on a prospective basis. Early adoption is permitted. We are currently assessing the impact of this update on our related disclosures.

Revenue (Tables)

9 Months Ended

Sep. 30, 2024

Revenue from Contract with Customer [Abstract]

Schedule of disaggregated revenues

The following table presents our revenues disaggregated by transaction type (see Note 13 - Segment Information for our revenues disaggregated by segment):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Subscription revenues	$	411.1	$	408.1	$	1,219.8	$	1,207.3
Re-occurring revenues	106.7		106.8		317.8		325.5
Transactional and other revenues	104.4		132.3		356.1		412.3
Revenues	$	622.2	$	647.2	$	1,893.7	$	1,945.1

The following table summarizes revenues by reportable segment for the periods indicated:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Academia & Government	$	321.3	$	327.2	$	983.5	$	983.9
Intellectual Property	199.8		211.7		602.3		637.1
Life Sciences & Healthcare	101.1		108.3		307.9		324.1
Total Revenues	$	622.2	$	647.2	$	1,893.7	$	1,945.1

Schedule of contract balances

The following table presents our contract balances:


	September 30, 2024	December 31, 2023
Accounts receivable, net	771.8	908.3

Current portion of deferred revenues	890.2	983.1
Non-current portion of deferred revenues	21.6	38.7

Other Intangible Assets, Net and Goodwill (Tables)

9 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Identifiable Intangible Assets

The following table is a summary of the gross carrying amounts and accumulated amortization of our identifiable intangible assets by major class:


	September 30, 2024						December 31, 2023
	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net
Customer relationships	$	7,850.2	$	(1,445.1)	$	6,405.1	$	7,819.9	$	(1,177.2)	$	6,642.7
Technology and content	2,858.8		(1,190.3)		1,668.5		2,798.3		(1,009.1)		1,789.2
Computer software	1,062.6		(598.5)		464.1		897.9		(516.4)		381.5
Trade names and other	89.5		(57.4)		32.1		88.9		(52.6)		36.3
Definite-lived intangible assets	$	11,861.1	$	(3,291.3)	$	8,569.8	$	11,605.0	$	(2,755.3)	$	8,849.7
Indefinite-lived trade names	156.9		—		156.9		156.9		—		156.9
Other intangible assets, net	$	12,018.0	$	(3,291.3)	$	8,726.7	$	11,761.9	$	(2,755.3)	$	9,006.6

Schedule of Goodwill

The following table is a summary of the change in the carrying amount of goodwill, both in total and as allocated to our reportable segments:


	A&G		IP		LS&H		Total
Balance as of December 31, 2023	$	1,109.8	$	—	$	913.9	$	2,023.7
Acquisition	—		13.8		15.8		29.6

Goodwill impairment	—		(13.8)		(302.8)		(316.6)
Impact of foreign currency fluctuations	0.1		—		—		0.1
Balance as of September 30, 2024	$	1,109.9	$	—	$	626.9	$	1,736.8

Derivative Instruments (Tables)

9 Months Ended

Sep. 30, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Fair Value of Derivative Instruments

The following table provides information on the location and fair value amounts of our derivative instruments as of September 30, 2024 and December 31, 2023:


	Balance Sheet Classification	September 30, 2024		December 31, 2023
Asset Derivatives
Designated as accounting hedges:
Interest rate swaps	Other current assets	$	—	$	4.1
Interest rate swaps	Other non-current assets	7.4		17.7

Not designated as accounting hedges:
Foreign currency forwards	Other current assets	3.1		1.3

Total Asset Derivatives		$	10.5	$	23.1

Liability Derivatives
Designated as accounting hedges:
Cross-currency swaps	Other non-current liabilities	$	2.9	$	2.0
Not designated as accounting hedges:
Foreign currency forwards	Accrued expenses and other current liabilities	—		0.1
Total Liability Derivatives		$	2.9	$	2.1

Debt (Tables)

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Schedule of Debt

The following table summarizes our total indebtedness:


		September 30, 2024			December 31, 2023
Type	Maturity	Effective Interest Rate	Carrying Value		Effective Interest Rate	Carrying Value
Senior Notes	2029	4.875%	921.4		4.875%	921.4
Senior Secured Notes	2028	3.875%	921.2		3.875%	921.2
Senior Secured Notes	2026	4.500%	700.0		4.500%	700.0
Revolving Credit Facility	2029	7.595%	—		8.206%	—
Term Loan Facility	2031	7.595%	2,139.3		8.470%	2,197.4
Finance lease	2036	6.936%	29.6		6.936%	30.3
Total debt outstanding			$	4,711.5		$	4,770.3
Debt discounts and issuance costs			(56.2)			(48.0)
Current portion of long-term debt(1)			(22.8)			(1.2)
Long-term debt			$	4,632.5		$	4,721.1
(1) Included in Accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheets.

Shareholders' Equity (Tables)

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

Schedule of Accumulated Other Comprehensive Income (Loss)


	Nine Months Ended September 30, 2024
	Interest rate swaps		Defined benefit pension plans		Foreign currency translation adjustment		Total
Balance as of December 31, 2023	$	16.2	$	0.4	$	(511.9)	$	(495.3)
Other comprehensive income (loss) before reclassifications	7.4		—		73.2		80.6
Reclassifications from AOCL to net earnings	(18.2)		—		(0.9)		(19.1)
Net other comprehensive (loss) income	(10.8)		—		72.3		61.5
Balance as of September 30, 2024	$	5.4	$	0.4	$	(439.6)	$	(433.8)


	Nine Months Ended September 30, 2023
	Interest rate swaps		Defined benefit pension plans		Foreign currency translation adjustment		Total
Balance as of December 31, 2022	$	38.1	$	1.5	$	(705.5)	$	(665.9)
Other comprehensive income (loss) before reclassifications	22.2		(0.1)		14.0		36.1
Reclassifications from AOCL to net earnings	(27.7)		—		(0.3)		(28.0)
Net other comprehensive income (loss)	(5.5)		(0.1)		13.7		8.1
Balance as of September 30, 2023	$	32.6	$	1.4	$	(691.8)	$	(657.8)

Restructuring and Other Impairments (Tables)

9 Months Ended

Sep. 30, 2024

Restructuring and Related Activities [Abstract]

Restructuring and Related Costs

The following table summarizes the pre-tax charges by activity and program during the periods indicated:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Severance and related benefit costs:

ProQuest Acquisition Integration Program	$	—	$	(0.2)	$	(0.1)	$	16.7
Segment Optimization Program	4.2		2.6		16.3		4.9

Total Severance and related benefit costs	$	4.2	$	2.4	$	16.2	$	21.6

Exit and disposal costs:

ProQuest Acquisition Integration Program	$	—	$	—	$	—	$	0.1
Segment Optimization Program	0.1		—		0.3		—

Total Exit and disposal costs	$	0.1	$	—	$	0.3	$	0.1

Lease abandonment costs:


Segment Optimization Program	$	(0.3)	$	1.4	$	(2.3)	$	3.7
Other Restructuring Programs	—		(0.1)		—		(0.1)
Total Lease abandonment costs	$	(0.3)	$	1.3	$	(2.3)	$	3.6

Restructuring and other impairments	$	4.0	$	3.7	$	14.2	$	25.3

The following table summarizes the pre-tax charges by program and segment during the periods indicated:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Academia & Government:

ProQuest Acquisition Integration Program	$	—	$	(0.2)	$	(0.1)	$	9.1
Segment Optimization Program	1.7		1.4		5.5		3.0
Other Restructuring Programs	—		(0.1)		—		(0.1)
Total A&G	$	1.7	$	1.1	$	5.4	$	12.0

Intellectual Property:

ProQuest Acquisition Integration Program	$	—	$	—	$	—	$	4.6
Segment Optimization Program	0.2		0.5		3.2		1.9

Total IP	$	0.2	$	0.5	$	3.2	$	6.5

Life Sciences & Healthcare:

ProQuest Acquisition Integration Program	$	—	$	—	$	—	$	3.1
Segment Optimization Program	2.1		2.1		5.6		3.7

Total LS&H	$	2.1	$	2.1	$	5.6	$	6.8

Restructuring and other impairments	$	4.0	$	3.7	$	14.2	$	25.3

The following table summarizes the changes in our restructuring reserves by activity during the periods indicated:


	Severance and related benefit costs		Exit, disposal, and abandonment costs		Total
Reserve Balance as of December 31, 2023	$	5.9	$	1.4	$	7.3
Expenses recorded	16.2		(2.0)		14.2
Payments made	(18.9)		(4.7)		(23.6)
Noncash items	(1.0)		5.3		4.3
Reserve Balance as of September 30, 2024	$	2.2	$	—	$	2.2

Reserve Balance as of December 31, 2022	$	11.5	$	0.1	$	11.6
Expenses recorded	21.6		3.7		25.3
Payments made	(27.7)		(2.4)		(30.1)
Noncash items	(2.9)		—		(2.9)
Reserve Balance as of September 30, 2023	$	2.5	$	1.4	$	3.9

Other Operating Expense (Income), Net (Tables)

9 Months Ended

Sep. 30, 2024

Other Income and Expenses [Abstract]

Schedule of Other Operating Expense (Income), Net

Other operating expense (income), net, consisted of the following for the three and nine months ended September 30, 2024 and 2023:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Loss on divestiture(1)	$	—	$	—	$	14.8	$	—
Gain on legal settlement(2)	—		—		—		(49.4)
Net foreign exchange loss (gain)(3)	31.5		(17.0)		36.1		15.3
Miscellaneous expense (income), net	(5.8)		4.0		(4.0)		3.6
Other operating expense (income), net	$	25.7	$	(13.0)	$	46.9	$	(30.5)
(1) Refer to Note 2 - Acquisitions and Divestitures for further information.
(2) Refer to Note 14 - Commitments and Contingencies for further information.
(3) Relates to realized and unrealized gains and losses on foreign currency transactions, with the largest impacts derived from transactions denominated in GBP.

Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Schedule of Basic and Diluted EPS Computations for Ordinary Shares

The basic and diluted EPS computations for our ordinary shares are calculated as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Basic EPS
Net income (loss)	$	(65.6)	$	12.3	$	(444.9)	$	(67.3)
Dividends on preferred shares	—		18.9		31.3		56.3
Net income (loss) attributable to ordinary shares	$	(65.6)	$	(6.6)	$	(476.2)	$	(123.6)

Weighted average shares, basic	718.7		670.9		690.5		673.9
Basic EPS	$	(0.09)	$	(0.01)	$	(0.69)	$	(0.18)

Diluted EPS
Net income (loss) attributable to ordinary shares	$	(65.6)	$	(6.6)	$	(476.2)	$	(123.6)
Change in fair value of private placement warrants	—		—		—		—
Net income (loss) attributable to ordinary shares, diluted	$	(65.6)	$	(6.6)	$	(476.2)	$	(123.6)


Weighted average shares, basic	718.7		670.9		690.5		673.9
Weighted average effect of potentially dilutive shares	—		—		—		—
Weighted average shares, diluted	718.7		670.9		690.5		673.9
Diluted EPS	$	(0.09)	$	(0.01)	$	(0.69)	$	(0.18)

Segment Information (Tables)

9 Months Ended

Sep. 30, 2024

Segment Reporting [Abstract]

Schedule of Revenue by Reportable Segment

The following table presents our revenues disaggregated by transaction type (see Note 13 - Segment Information for our revenues disaggregated by segment):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Subscription revenues	$	411.1	$	408.1	$	1,219.8	$	1,207.3
Re-occurring revenues	106.7		106.8		317.8		325.5
Transactional and other revenues	104.4		132.3		356.1		412.3
Revenues	$	622.2	$	647.2	$	1,893.7	$	1,945.1

The following table summarizes revenues by reportable segment for the periods indicated:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Academia & Government	$	321.3	$	327.2	$	983.5	$	983.9
Intellectual Property	199.8		211.7		602.3		637.1
Life Sciences & Healthcare	101.1		108.3		307.9		324.1
Total Revenues	$	622.2	$	647.2	$	1,893.7	$	1,945.1

Schedule of Segment Reporting Information, by Segment

The following table presents segment profitability and a reconciliation to Net income (loss) for the periods indicated:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Academia & Government	$	139.8	$	144.0	$	415.4	$	416.2
Intellectual Property	91.0		98.5		263.2		293.2
Life Sciences & Healthcare	33.6		38.9		96.5		109.6
Total Adjusted EBITDA	$	264.4	$	281.4	$	775.1	$	819.0
Provision (benefit) for income taxes	(15.1)		(15.6)		(23.3)		83.3
Depreciation and amortization	(177.2)		(176.8)		(541.0)		(527.5)
Interest expense, net	(72.2)		(71.9)		(213.5)		(218.5)

Transaction related costs	(6.1)		(2.7)		(13.6)		(5.1)
Share-based compensation expense	(15.4)		(25.4)		(49.7)		(97.1)

Goodwill and intangible asset impairments	(13.8)		—		(316.6)		(135.2)
Restructuring and other impairments	(4.0)		(3.7)		(14.2)		(25.3)
Fair value adjustment of warrants	—		12.6		5.2		14.4
Other(1)	(26.2)		14.4		(53.3)		24.7
Net income (loss)	$	(65.6)	$	12.3	$	(444.9)	$	(67.3)


(1) Primarily reflects the net impact of foreign exchange gains and losses related to the remeasurement of balances and other items that do not reflect our ongoing operating performance. In addition to the net unrealized foreign exchange loss, the nine months ended September 30, 2024 also includes a $14.8 loss on the divestiture discussed in Note 2 - Acquisitions and Divestitures and the nine months ended September 30, 2023 includes a $49.4 gain on legal settlement discussed in Note 14 - Commitments and Contingencies.

Nature of Operations and Summary of Significant Accounting Policies - General (Details)	9 Months Ended
	Sep. 30, 2024 segment
Accounting Policies [Abstract]
Number of reportable segments	3

Acquisitions and Divestitures - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Oct. 25, 2024	Dec. 31, 2023	Jun. 30, 2023
Business Acquisition [Line Items]
Finite-lived intangible assets	$ 8,569.8		$ 8,569.8			$ 8,849.7
Customer relationships
Business Acquisition [Line Items]
Finite-lived intangible assets	6,405.1		6,405.1			$ 6,642.7
Disposal Group, Held-for-sale, Not Discontinued Operations \| Small Product Group within IP Segment
Business Acquisition [Line Items]
Consideration for divestiture							$ 34.0
Divestiture consideration period payable		10 years
Disposal group, Intangible assets		$ 26.1		$ 26.1
Impairment of definite-lived intangible assets				132.2
Disposal Group, Held-for-sale, Not Discontinued Operations \| Small Product Group within IP Segment \| Noncurrent assets
Business Acquisition [Line Items]
Fair value of contingent consideration receivable	28.2		28.2
Disposal Group, Held-for-sale, Not Discontinued Operations \| Small Product Group within IP Segment \| Customer relationships
Business Acquisition [Line Items]
Finite-lived intangible assets		158.0		158.0
Disposal Group, Held-for-sale, Not Discontinued Operations \| ScholarOne Business \| Subsequent Event
Business Acquisition [Line Items]
Consideration for divestiture					$ 110.0
Contingent consideration for divestiture					$ 20.0
Discontinued Operations, Disposed of by Sale \| MarkMonitor
Business Acquisition [Line Items]
Loss on divestiture	$ 0.0	$ 0.0	$ 14.8	$ 0.0

Revenue - Disaggregated Revenues (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Disaggregation of Revenue [Line Items]
Revenues	$ 622.2	$ 647.2	$ 1,893.7	$ 1,945.1
Subscription revenues
Disaggregation of Revenue [Line Items]
Revenues	411.1	408.1	1,219.8	1,207.3
Re-occurring Revenues
Disaggregation of Revenue [Line Items]
Revenues	106.7	106.8	317.8	325.5
Transactional and other revenues
Disaggregation of Revenue [Line Items]
Revenues	$ 104.4	$ 132.3	$ 356.1	$ 412.3

Revenue - Contract Balances (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Revenue from Contract with Customer [Abstract]
Accounts receivable, net	$ 771.8	$ 908.3
Current portion of deferred revenues	890.2	983.1
Non-current portion of deferred revenues	21.6	$ 38.7
Revenue recognized that was deferred at the beginning of the period	$ 778.1

Other Intangible Assets, Net and Goodwill - Intangible Assets by Major Class (Details) - USD ($) $ in Millions	Sep. 30, 2024	Dec. 31, 2023
Goodwill And Intangible Assets [Line Items]
Definite-lived intangible assets, Gross	$ 11,861.1	$ 11,605.0
Definite-lived intangible assets, Accumulated Amortization	(3,291.3)	(2,755.3)
Definite-lived intangible assets, Net	8,569.8	8,849.7
Total intangible assets, Gross	12,018.0	11,761.9
Other intangible assets, net	8,726.7	9,006.6
Trade names
Goodwill And Intangible Assets [Line Items]
Indefinite-lived intangible assets:	156.9	156.9
Customer relationships
Goodwill And Intangible Assets [Line Items]
Definite-lived intangible assets, Gross	7,850.2	7,819.9
Definite-lived intangible assets, Accumulated Amortization	(1,445.1)	(1,177.2)
Definite-lived intangible assets, Net	6,405.1	6,642.7
Technology and content
Goodwill And Intangible Assets [Line Items]
Definite-lived intangible assets, Gross	2,858.8	2,798.3
Definite-lived intangible assets, Accumulated Amortization	(1,190.3)	(1,009.1)
Definite-lived intangible assets, Net	1,668.5	1,789.2
Computer software
Goodwill And Intangible Assets [Line Items]
Definite-lived intangible assets, Gross	1,062.6	897.9
Definite-lived intangible assets, Accumulated Amortization	(598.5)	(516.4)
Definite-lived intangible assets, Net	464.1	381.5
Trade names and other
Goodwill And Intangible Assets [Line Items]
Definite-lived intangible assets, Gross	89.5	88.9
Definite-lived intangible assets, Accumulated Amortization	(57.4)	(52.6)
Definite-lived intangible assets, Net	$ 32.1	$ 36.3

Other Intangible Assets, Net and Goodwill - Other Intangible Assets, Net Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 172.8	$ 170.9	$ 527.2	$ 510.3

Other Intangible Assets, net and Goodwill - Change in the Carrying Amount of Goodwill (Details) $ in Millions	9 Months Ended
	Sep. 30, 2024 USD ($)
Goodwill [Roll Forward]
Goodwill, beginning balance	$ 2,023.7
Acquisition	29.6
Goodwill impairment	(316.6)
Impact of foreign currency fluctuations	0.1
Goodwill, ending balance	1,736.8
A&G Segment
Goodwill [Roll Forward]
Goodwill, beginning balance	1,109.8
Impact of foreign currency fluctuations	0.1
Goodwill, ending balance	1,109.9
IP Segment
Goodwill [Roll Forward]
Goodwill, beginning balance	0.0
Acquisition	13.8
Goodwill impairment	(13.8)
Impact of foreign currency fluctuations	0.0
Goodwill, ending balance	0.0
Life Sciences & Healthcare
Goodwill [Roll Forward]
Goodwill, beginning balance	913.9
Acquisition	15.8
Impact of foreign currency fluctuations	0.0
Goodwill, ending balance	626.9
Life Sciences & Healthcare \| Life Sciences & Healthcare
Goodwill [Roll Forward]
Goodwill impairment	$ (302.8)

Derivative Instruments - Narrative (Details) € in Millions, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 EUR (€)	Dec. 31, 2023 USD ($)
Interest rate swap
Derivative [Line Items]
Notional value	$ 753.7		$ 753.7
Pre-tax gain expected to be reclassified within 12 months			6.5
Cross currency swap \| Net Investment Hedging \| Designated as Hedging Instrument
Derivative [Line Items]
Notional value \| €					€ 100.0
Foreign Exchange Contract
Derivative [Line Items]
Notional value	154.0		154.0			$ 140.5
Loss (gain) from the mark to market adjustment	$ (4.2)	$ 4.0	$ (1.9)	$ 3.7
Foreign Exchange Contract \| Maximum
Derivative [Line Items]
Term of contract	180 days

Derivative Instruments - Fair Value (Details) - USD ($) $ in Millions	Sep. 30, 2024	Dec. 31, 2023
Derivatives, Fair Value [Line Items]
Asset Derivatives	$ 10.5	$ 23.1
Liability Derivatives	2.9	2.1
Interest rate swap \| Other current assets \| Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Asset Derivatives	0.0	4.1
Interest rate swap \| Noncurrent assets \| Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Asset Derivatives	7.4	17.7
Cross currency swap \| Other non-current liabilities \| Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Liability Derivatives	2.9	2.0
Foreign currency forward \| Not Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Asset Derivatives	3.1	1.3
Foreign currency forward \| Accrued expenses and other current liabilities \| Not Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Liability Derivatives	$ 0.0	$ 0.1

Debt - Summary of Indebtedness (Details) - USD ($) $ in Millions	Sep. 30, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Finance lease, Effective Interest Rate	6.936%	6.936%
Finance lease, Carrying Value	$ 29.6	$ 30.3
Total debt outstanding	4,711.5	4,770.3
Debt discounts and issuance costs	(56.2)	(48.0)
Current portion of long-term debt	(22.8)	(1.2)
Long-term debt	$ 4,632.5	$ 4,721.1
Senior Notes
Debt Instrument [Line Items]
Effective Interest Rate	4.875%	4.875%
Carrying Value	$ 921.4	$ 921.4
Senior Secured Notes
Debt Instrument [Line Items]
Effective Interest Rate	3.875%	3.875%
Carrying Value	$ 921.2	$ 921.2
Senior Secured Notes
Debt Instrument [Line Items]
Effective Interest Rate	4.50%	4.50%
Carrying Value	$ 700.0	$ 700.0
Revolving Credit Facility
Debt Instrument [Line Items]
Effective Interest Rate	7.595%	8.206%
Carrying Value	$ 0.0	$ 0.0
Term Loan Facility
Debt Instrument [Line Items]
Effective Interest Rate	7.595%	8.47%
Carrying Value	$ 2,139.3	$ 2,197.4

Debt - The Credit Facilities, Revolving Credit Facility and Term Loan Facility (2026) (Details) - USD ($) $ in Millions	1 Months Ended	3 Months Ended	9 Months Ended
	Jan. 31, 2024	Mar. 31, 2024	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Debt Instrument [Line Items]
Repayment of long-term debt			$ 58.1	$ 150.0
Level 2
Debt Instrument [Line Items]
Fair vale of company's debt			4,617.0		$ 4,615.3
Revolving Credit Facility
Debt Instrument [Line Items]
Collateralized amount			8.1
Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity			700.0		$ 750.0
Letter of credit
Debt Instrument [Line Items]
Maximum borrowing capacity			$ 77.0
Term Loan Facility
Debt Instrument [Line Items]
Repayment of long-term debt	$ 47.4
Debt face amount	$ 2,150.0
Interest rate spread (as a percent)		3.00%	2.75%
Annual equivalent amortization percentage	1.00%

Shareholders' Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions		3 Months Ended		9 Months Ended	12 Months Ended
	Jun. 03, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Dec. 31, 2023	May 31, 2023
Equity [Abstract]
Preferred stock, outstanding (in shares)	14,400,000	0		0	14,400,000
Preferred stock, dividend rate (as a percent)	5.25%			5.25%
Stock Issued During Period, Shares, Conversion of Convertible Securities	55,300,000
Preferred Stock, Convertible, Terms	3.8462
Stock repurchase program, authorized amount						$ 500.0
Stock repurchased and retired (in shares)		15,200,000			13,800,000
Stock Repurchased and Retired During Period, Value		$ 100.0	$ 100.0		$ (100.0)
Treasury stock acquired, average cost per share (in dollars per share)		$ 6.59			$ 7.22
Stock repurchase program, remaining authorized repurchase amount		$ 300.0		$ 300.0

Shareholders' Equity - Accumulated Other Comprehensive Income (Loss) Roll forward (Details) - USD ($) $ in Millions	3 Months Ended						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance at beginning of the period	$ 5,604.6	$ 5,888.4	$ 5,992.3	$ 6,938.3	$ 6,959.3	$ 6,812.5	$ 5,992.3	$ 6,812.5
Other comprehensive income (loss) before reclassifications							80.6	36.1
Reclassifications from AOCI/ AOCL to net earnings							(19.1)	(28.0)
Other comprehensive income (loss), net of tax	63.2	15.3	(17.0)	(170.2)	89.9	88.4	61.5	8.1
Balance at end of the period	5,513.5	5,604.6	5,888.4	6,682.1	6,938.3	6,959.3	5,513.5	6,682.1
Accumulated Other Comprehensive Income (Loss)
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance at beginning of the period	(497.0)	(512.3)	(495.3)	(487.6)	(577.5)	(665.9)	(495.3)	(665.9)
Other comprehensive income (loss), net of tax	63.2	15.3	(17.0)	(170.2)	89.9	88.4
Balance at end of the period	(433.8)	$ (497.0)	(512.3)	(657.8)	$ (487.6)	(577.5)	(433.8)	(657.8)
Interest rate swaps
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance at beginning of the period			16.2			38.1	16.2	38.1
Other comprehensive income (loss) before reclassifications							7.4	22.2
Reclassifications from AOCI/ AOCL to net earnings							(18.2)	(27.7)
Other comprehensive income (loss), net of tax							(10.8)	(5.5)
Balance at end of the period	5.4			32.6			5.4	32.6
Defined benefit pension plans
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance at beginning of the period			0.4			1.5	0.4	1.5
Other comprehensive income (loss) before reclassifications							0.0	(0.1)
Reclassifications from AOCI/ AOCL to net earnings							0.0	0.0
Other comprehensive income (loss), net of tax							0.0	(0.1)
Balance at end of the period	0.4			1.4			0.4	1.4
Foreign currency translation adjustment
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance at beginning of the period			$ (511.9)			$ (705.5)	(511.9)	(705.5)
Other comprehensive income (loss) before reclassifications							73.2	14.0
Reclassifications from AOCI/ AOCL to net earnings							(0.9)	(0.3)
Other comprehensive income (loss), net of tax							72.3	13.7
Balance at end of the period	$ (439.6)			$ (691.8)			$ (439.6)	$ (691.8)

Private Placement Warrants - Narrative (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	Sep. 30, 2024	May 31, 2024	Dec. 31, 2023
Class of Warrant or Right [Line Items]
Number of warrants expired (in shares)		17.8
Warrant exercise price (usd per share)		$ 11.50
Level 3 \| Recurring
Class of Warrant or Right [Line Items]
Warrant outstanding	$ 0.0		$ 5.1

Restructuring and Other Impairments (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended		18 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024
Restructuring Reserve [Roll Forward]
Restructuring Reserve, Beginning Balance			$ 7.3	$ 11.6
Expenses recorded	$ 4.0	$ 3.7	14.2	25.3
Payments made			(23.6)	(30.1)
Noncash items			4.3	(2.9)
Restructuring Reserve, Ending Balance	2.2	3.9	2.2	3.9	$ 2.2
Academia & Government
Restructuring Reserve [Roll Forward]
Expenses recorded	1.7	1.1	5.4	12.0
Intellectual Property
Restructuring Reserve [Roll Forward]
Expenses recorded	0.2	0.5	3.2	6.5
Life Sciences & Healthcare
Restructuring Reserve [Roll Forward]
Expenses recorded	2.1	2.1	5.6	6.8
Severance and related benefit costs:
Restructuring Reserve [Roll Forward]
Restructuring Reserve, Beginning Balance			5.9	11.5
Expenses recorded	4.2	2.4	16.2	21.6
Payments made			(18.9)	(27.7)
Noncash items			(1.0)	(2.9)
Restructuring Reserve, Ending Balance	2.2	2.5	2.2	2.5	2.2
Exit and disposal costs:
Restructuring Reserve [Roll Forward]
Expenses recorded	0.1	0.0	0.3	0.1
Lease abandonment costs:
Restructuring Reserve [Roll Forward]
Expenses recorded	(0.3)	1.3	(2.3)	3.6
Exit, Disposal and Abandonment Costs
Restructuring Reserve [Roll Forward]
Restructuring Reserve, Beginning Balance			1.4	0.1
Expenses recorded			(2.0)	3.7
Payments made			(4.7)	(2.4)
Noncash items			5.3	0.0
Restructuring Reserve, Ending Balance	0.0	1.4	0.0	1.4	0.0
Segment Optimization Program
Restructuring Cost and Reserve [Line Items]
Expected additional restructuring costs	4.0		4.0		4.0
Restructuring Reserve [Roll Forward]
Expenses recorded					$ 31.4
Segment Optimization Program \| Academia & Government
Restructuring Reserve [Roll Forward]
Expenses recorded	1.7	1.4	5.5	3.0
Segment Optimization Program \| Intellectual Property
Restructuring Reserve [Roll Forward]
Expenses recorded	0.2	0.5	3.2	1.9
Segment Optimization Program \| Life Sciences & Healthcare
Restructuring Reserve [Roll Forward]
Expenses recorded	2.1	2.1	5.6	3.7
Segment Optimization Program \| Severance and related benefit costs:
Restructuring Reserve [Roll Forward]
Expenses recorded	4.2	2.6	16.3	4.9
Segment Optimization Program \| Exit and disposal costs:
Restructuring Reserve [Roll Forward]
Expenses recorded	0.1	0.0	0.3	0.0
Segment Optimization Program \| Lease abandonment costs:
Restructuring Reserve [Roll Forward]
Expenses recorded	(0.3)	1.4	(2.3)	3.7
ProQuest Acquisition Integration Program \| Academia & Government
Restructuring Reserve [Roll Forward]
Expenses recorded	0.0	(0.2)	(0.1)	9.1
ProQuest Acquisition Integration Program \| Intellectual Property
Restructuring Reserve [Roll Forward]
Expenses recorded	0.0	0.0	0.0	4.6
ProQuest Acquisition Integration Program \| Life Sciences & Healthcare
Restructuring Reserve [Roll Forward]
Expenses recorded	0.0	0.0	0.0	3.1
ProQuest Acquisition Integration Program \| Severance and related benefit costs:
Restructuring Reserve [Roll Forward]
Expenses recorded	0.0	(0.2)	(0.1)	16.7
ProQuest Acquisition Integration Program \| Exit and disposal costs:
Restructuring Reserve [Roll Forward]
Expenses recorded	0.0	0.0	0.0	0.1
Other Restructuring Plans \| Academia & Government
Restructuring Reserve [Roll Forward]
Expenses recorded	0.0	(0.1)	0.0	(0.1)
Other Restructuring Plans \| Lease abandonment costs:
Restructuring Reserve [Roll Forward]
Expenses recorded	$ 0.0	$ (0.1)	$ 0.0	$ (0.1)

Other Operating Expense (Income), Net (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain on legal settlement	$ 0.0	$ 0.0	$ 0.0	$ (49.4)
Net foreign exchange loss (gain)	31.5	(17.0)	36.1	15.3
Miscellaneous expense (income), net	(5.8)	4.0	(4.0)	3.6
Other operating expense (income), net	25.7	(13.0)	46.9	(30.5)
Discontinued Operations, Disposed of by Sale \| MarkMonitor
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Loss on divestiture	$ 0.0	$ 0.0	$ 14.8	$ 0.0

Income Taxes (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
Income Taxes (Details) - USD ($) $ in Millions	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Provision (benefit) for income taxes	$ 15.1	$ 15.6	$ 23.3	$ (83.3)
Income (loss) before income taxes	$ (50.5)	$ 27.9	(421.6)	(150.6)
Tax (benefit) on settlement of tax dispute				(70.4)
Income tax benefit due to impairment of intangible assets			$ 14.2	33.0
Tax (benefit) due to release in valuation allowance				$ (17.1)

Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Basic EPS
Net income (loss)	$ (65.6)	$ (304.3)	$ (75.0)	$ 12.3	$ (123.1)	$ 43.5	$ (444.9)	$ (67.3)
Dividends on preferred shares	0.0			18.9			31.3	56.3
Net income (loss) attributable to ordinary shares	$ (65.6)			$ (6.6)			$ (476.2)	$ (123.6)
Weighted average shares, basic (in shares)	718.7			670.9			690.5	673.9
Basic EPS (in dollars per share)	$ (0.09)			$ (0.01)			$ (0.69)	$ (0.18)
Diluted EPS
Net income (loss) attributable to ordinary shares	$ (65.6)			$ (6.6)			$ (476.2)	$ (123.6)
Change in fair value of private placement warrants	0.0			0.0			0.0	0.0
Net income (loss) attributable to ordinary shares, diluted	$ (65.6)			$ (6.6)			$ (476.2)	$ (123.6)
Weighted average shares, basic (in shares)	718.7			670.9			690.5	673.9
Weighted average effect of potentially dilutive shares (in shares)	0.0			0.0			0.0	0.0
Weighted average shares, diluted (in shares)	718.7			670.9			690.5	673.9
Diluted EPS (in dollars per share)	$ (0.09)			$ (0.01)			$ (0.69)	$ (0.18)

Earnings Per Share - Narrative (Details) - shares shares in Millions		3 Months Ended		9 Months Ended
	Jun. 03, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Preferred stock, dividend rate (as a percent)	5.25%			5.25%
Warrant and share-based payment awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares (in shares)		14.2	29.4	22.3	30.3

Segment Information - Narrative (Details)	9 Months Ended
Segment Information - Narrative (Details)	Sep. 30, 2024 segment
Segment Reporting [Abstract]
Number of reportable segments	3

Segment Information - Revenue by Reportable Segment (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Disaggregation of Revenue
Total Revenues	$ 622.2	$ 647.2	$ 1,893.7	$ 1,945.1
Academia & Government
Disaggregation of Revenue
Total Revenues	321.3	327.2	983.5	983.9
Intellectual Property
Disaggregation of Revenue
Total Revenues	199.8	211.7	602.3	637.1
Life Sciences & Healthcare
Disaggregation of Revenue
Total Revenues	$ 101.1	$ 108.3	$ 307.9	$ 324.1

Segment Information - Adjusted EBITDA by Segment (Details) - USD ($) $ in Millions	3 Months Ended						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Segment Reporting Information [Line Items]
People-related costs	$ 264.4			$ 281.4			$ 775.1	$ 819.0
Provision (benefit) for income taxes	(15.1)			(15.6)			(23.3)	83.3
Depreciation and amortization	(177.2)			(176.8)			(541.0)	(527.5)
Interest expense, net	(72.2)			(71.9)			(213.5)	(218.5)
Transaction related costs	(6.1)			(2.7)			(13.6)	(5.1)
Royalties and other product costs	(15.4)			(25.4)			(49.7)	(97.1)
Goodwill and intangible asset impairments	(13.8)			0.0			(316.6)	(135.2)
Restructuring and other impairments	(4.0)			(3.7)			(14.2)	(25.3)
Restructuring and other impairments	(4.0)			(3.7)			(14.2)	(25.3)
A&G Adjusted EBITDA	0.0			12.6			5.2	14.4
Other	(26.2)			14.4			(53.3)	24.7
Net income (loss)	(65.6)	$ (304.3)	$ (75.0)	12.3	$ (123.1)	$ 43.5	(444.9)	(67.3)
Dividends on preferred shares	0.0			(18.9)			(31.3)	(56.3)
Net income (loss) attributable to ordinary shares	(65.6)			(6.6)			(476.2)	(123.6)
Gain on settlement	0.0			0.0			0.0	49.4
Discontinued Operations, Disposed of by Sale \| MarkMonitor
Segment Reporting Information [Line Items]
Loss on divestiture	0.0			0.0			14.8	0.0
Academia & Government
Segment Reporting Information [Line Items]
People-related costs	139.8			144.0			415.4	416.2
Restructuring and other impairments	(1.7)			(1.1)			(5.4)	(12.0)
Intellectual Property
Segment Reporting Information [Line Items]
People-related costs	91.0			98.5			263.2	293.2
Restructuring and other impairments	(0.2)			(0.5)			(3.2)	(6.5)
Life Sciences & Healthcare
Segment Reporting Information [Line Items]
People-related costs	33.6			38.9			96.5	109.6
Restructuring and other impairments	$ (2.1)			$ (2.1)			$ (5.6)	$ (6.8)

Commitments and Contingencies (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Loss Contingencies [Line Items]
Gain on settlement	$ 0.0	$ 0.0	$ 0.0	$ 49.4
One of the larger legal claims
Loss Contingencies [Line Items]
Gain on settlement				$ 49.4

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