10-Q

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 June 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 July 31, 2024, was 724,140,994.

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	9
Notes to the Condensed Consolidated Financial Statements	10
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3. Quantitative and Qualitative Disclosures About Market Risk	29
Item 4. Controls and Procedures	29
Part II. Other Information	30
Item 1. Legal Proceedings	30
Item 1A. Risk Factors	30
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 5. Other Information	31
Item 6. Exhibits	31
Signature	31

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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)	June 30, 2024		December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents, including restricted cash	$	376.4	$	370.7
Accounts receivable, net	796.3		908.3
Prepaid expenses	87.1		88.5
Other current assets	75.0		68.0
Assets held for sale	—		26.7
Total current assets	1,334.8		1,462.2
Property and equipment, net	46.0		51.6
Other intangible assets, net	8,771.3		9,006.6
Goodwill	1,736.5		2,023.7
Other non-current assets	91.6		60.8
Deferred income taxes	49.3		46.7
Operating lease right-of-use assets	48.2		55.2
Total assets	$	12,077.7	$	12,706.8
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	128.1	$	144.1
Accrued compensation	107.2		126.5
Accrued expenses and other current liabilities	314.1		315.2
Current portion of deferred revenues	912.4		983.1
Current portion of operating lease liability	23.3		24.4
Liabilities held for sale	—		6.7
Total current liabilities	1,485.1		1,600.0
Long-term debt	4,635.3		4,721.1
Non-current portion of deferred revenues	23.9		38.7
Other non-current liabilities	49.9		41.9
Deferred income taxes	229.0		249.6
Operating lease liabilities	49.9		63.2
Total liabilities	6,473.1		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 June 30, 2024 and December 31, 2023, respectively	—		1,392.6
Ordinary Shares, no par value; unlimited shares authorized; 724.1 and 666.1 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively	13,157.7		11,740.5
Accumulated other comprehensive loss	(497.0)		(495.3)
Accumulated deficit	(7,056.1)		(6,645.5)
Total shareholders' equity	5,604.6		5,992.3
Total liabilities and shareholders' equity	$	12,077.7	$	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 June 30,				Six Months Ended June 30,
(In millions, except per share data)	2024		2023		2024		2023
Revenues	$	650.3	$	668.8	$	1,271.5	$	1,297.9
Operating expenses:
Cost of revenues	213.6		224.2		431.4		453.9
Selling, general and administrative costs	185.2		192.9		377.1		387.7
Depreciation and amortization	184.4		178.1		363.8		350.7
Goodwill and intangible asset impairments	302.8		135.2		302.8		135.2
Restructuring and other impairments	0.7		12.2		10.2		21.6
Other operating expense (income), net	3.6		14.5		21.2		(17.5)
Total operating expenses	890.3		757.1		1,506.5		1,331.6
Income (loss) from operations	(240.0)		(88.3)		(235.0)		(33.7)
Fair value adjustment of warrants	—		(2.9)		(5.2)		(1.8)
Interest expense, net	71.1		73.0		141.3		146.6
Income (loss) before income taxes	(311.1)		(158.4)		(371.1)		(178.5)
Provision (benefit) for income taxes	(6.8)		(35.3)		8.2		(98.9)
Net income (loss)	(304.3)		(123.1)		(379.3)		(79.6)
Dividends on preferred shares	12.5		18.6		31.3		37.4
Net income (loss) attributable to ordinary shares	$	(316.8)	$	(141.7)	$	(410.6)	$	(117.0)
Per share:
Basic	$	(0.46)	$	(0.21)	$	(0.61)	$	(0.17)
Diluted	$	(0.46)	$	(0.21)	$	(0.61)	$	(0.17)
Weighted average shares used to compute earnings per share:
Basic	685.6		675.9		676.2		675.4
Diluted	685.6		675.9		676.2		675.4

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 June 30,
(In millions)	2024		2023
Net income (loss)	$	(304.3)	$	(123.1)
Other comprehensive income (loss), net of tax:
Interest rate swaps, net of tax of $(0.2) and $2.4	(0.4)		7.3
Foreign currency translation adjustment	15.7		82.6
Other comprehensive income (loss), net of tax	15.3		89.9
Comprehensive income (loss)	$	(289.0)	$	(33.2)

	Six Months Ended June 30,
(In millions)	2024		2023
Net income (loss)	$	(379.3)	$	(79.6)
Other comprehensive income (loss), net of tax:
Interest rate swaps, net of tax of $0.7 and $(1.7)	2.2		(5.1)
Foreign currency translation adjustment	(3.9)		183.4
Other comprehensive income (loss), net of tax	(1.7)		178.3
Comprehensive income (loss)	$	(381.0)	$	98.7

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

	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

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

8

CLARIVATE PLC

Condensed Consolidated Statements of Cash Flows (Unaudited)

	Six Months Ended June 30,
(In millions)	2024		2023
Cash Flows From Operating Activities
Net income (loss)	$	(379.3)	$	(79.6)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	363.8		350.7
Share-based compensation	33.9		71.6
Restructuring and other impairments, including goodwill	301.3		138.7
Gain on legal settlement	—		(49.4)
Deferred income taxes	(24.6)		(47.8)
Amortization of debt issuance costs	7.9		9.1
Other operating activities	14.3		17.0
Changes in operating assets and liabilities:
Accounts receivable	103.2		121.7
Prepaid expenses	1.1		(11.9)
Other assets	(5.4)		38.6
Accounts payable	(12.2)		6.2
Accrued expenses and other current liabilities	(38.3)		(74.2)
Deferred revenues	(59.7)		(18.4)
Operating leases, net	(4.8)		(4.5)
Other liabilities	1.2		(77.9)
Net cash provided by operating activities	302.4		389.9
Cash Flows From Investing Activities
Capital expenditures	(130.3)		(116.9)
Payments for acquisitions, net of cash acquired	(17.1)		(1.1)
Proceeds from divestitures, net of cash divested	(19.2)		10.5
Net cash provided by (used for) investing activities	(166.6)		(107.5)
Cash Flows From Financing Activities
Principal payments on term loans	(52.7)		(150.0)
Payment of debt issuance costs and discounts	(20.1)		0.1
Cash dividends on preferred shares	(37.7)		(37.7)
Payments related to finance lease	(0.4)		(0.5)
Payments related to tax withholding for share-based compensation	(9.9)		(9.7)
Net cash provided by (used for) financing activities	(120.8)		(197.8)
Effects of exchange rates	(9.3)		1.7
Net change in cash and cash equivalents, including restricted cash	$	5.7	$	86.3
Cash and cash equivalents, including restricted cash, beginning of period	$	370.7	$	356.8
Cash and cash equivalents, including restricted cash, end of period	$	376.4	$	443.1

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. 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. Early adoption is permitted. We are currently assessing the impact of this update on our related disclosures.

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 June 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 divestiture met the held-for-sale criteria but did not qualify as a discontinued operation as of June 30, 2023 through the date of sale. 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

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions or as otherwise noted)

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 three and six months ended June 30, 2023.

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 June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Subscription revenues	$	405.6	$	406.0	$	808.7	$	799.2
Re-occurring revenues	108.6		111.0		211.1		218.7
Transactional and other revenues	136.1		151.8		251.7		280.0
Revenues	$	650.3	$	668.8	$	1,271.5	$	1,297.9

The following table presents our contract balances:

	June 30, 2024	December 31, 2023
Accounts receivable, net	796.3	908.3
Current portion of deferred revenues	912.4	983.1
Non-current portion of deferred revenues	23.9	38.7

During the six months ended June 30, 2024, we recognized revenues of $600.2 attributable to deferred revenues recorded at the beginning of the period, primarily consisting of subscription revenues recognized ratably over the contract term.

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:

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions or as otherwise noted)

	June 30, 2024						December 31, 2023
	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net
Customer relationships	$	7,806.1	$	(1,348.3)	$	6,457.8	$	7,819.9	$	(1,177.2)	$	6,642.7
Technology and content	2,827.1		(1,127.9)		1,699.2		2,798.3		(1,009.1)		1,789.2
Computer software	991.2		(566.7)		424.5		897.9		(516.4)		381.5
Trade names and other	88.7		(55.8)		32.9		88.9		(52.6)		36.3
Definite-lived intangible assets	$	11,713.1	$	(3,098.7)	$	8,614.4	$	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	$	11,870.0	$	(3,098.7)	$	8,771.3	$	11,761.9	$	(2,755.3)	$	9,006.6

During the three months ended June 30, 2024, and 2023, intangible assets amortization expense was $179.9 and $172.7, respectively, and during the six months ended June 30, 2024, and 2023, intangible assets amortization expense was $354.4 and $339.4, 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	—		—		15.8		15.8
Goodwill impairment	—		—		(302.8)		(302.8)
Impact of foreign currency fluctuations	(0.2)		—		—		(0.2)
Balance as of June 30, 2024	$	1,109.6	$	—	$	626.9	$	1,736.5

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 for the three and six months ended June 30, 2024.

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.

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 June 30, 2024, our outstanding interest rate swaps have an aggregate notional value of $756.6 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

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Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions or as otherwise noted)

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 June 30, 2024, we estimate that approximately $14.8 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 June 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 $0.6 and $2.9, for the three months ended June 30, 2024 and 2023, respectively, and $2.3 and $(0.3), for the six months ended June 30, 2024 and 2023, respectively. The notional amount of outstanding foreign currency contracts was $145.5 and $140.5 as of June 30, 2024 and December 31, 2023, respectively.

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

	Balance Sheet Classification	June 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	24.8		17.7
Cross-currency swaps	Other non-current assets	1.2		—
Not designated as accounting hedges:
Foreign currency forwards	Other current assets	0.1		1.3
Total Asset Derivatives		$	26.1	$	23.1
Liability Derivatives
Designated as accounting hedges:
Cross-currency swaps	Other non-current liabilities	$	—	$	2.0
Not designated as accounting hedges:
Foreign currency forwards	Accrued expenses and other current liabilities	1.2		0.1
Total Liability Derivatives		$	1.2	$	2.1

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Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions or as otherwise noted)

Note 6: Debt

The following table summarizes our total indebtedness:

		June 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	8.094%	—		8.206%	—
Term Loan Facility	2031	8.094%	2,144.6		8.470%	2,197.4
Finance lease	2036	6.936%	30.0		6.936%	30.3
Total debt outstanding			$	4,717.2		$	4,770.3
Debt discounts and issuance costs			(59.1)			(48.0)
Current portion of long-term debt(1)			(22.8)			(1.2)
Long-term debt			$	4,635.3		$	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 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 June 30, 2024, letters of credit totaling $7.6 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

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Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions or as otherwise noted)

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 $4,548.6 and $4,615.3 at June 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.

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.

	Six Months Ended June 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	15.7		—		(3.3)		12.4
Reclassifications from AOCL to net earnings	(13.5)		—		(0.6)		(14.1)
Net other comprehensive (loss) income	2.2		—		(3.9)		(1.7)
Balance as of June 30, 2024	$	18.4	$	0.4	$	(515.8)	$	(497.0)

	Six Months Ended June 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	12.8		—		183.4		196.2
Reclassifications from AOCL to net earnings	(17.9)		—		—		(17.9)
Net other comprehensive income (loss)	(5.1)		—		183.4		178.3
Balance as of June 30, 2023	$	33.0	$	1.5	$	(522.1)	$	(487.6)

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 June 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:

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Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions or as otherwise noted)

•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 June 30, 2024, we have incurred $27.4 of cumulative costs associated with the Segment Optimization Program and we expect to incur approximately $8 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:

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Severance and related benefit costs:
ProQuest Acquisition Integration Program	$	—	$	7.6	$	(0.1)	$	16.9
Segment Optimization Program	2.6		2.3		12.1		2.3
Total Severance and related benefit costs	$	2.6	$	9.9	$	12.0	$	19.2
Exit and disposal costs:
ProQuest Acquisition Integration Program	$	—	$	—	$	—	$	0.1
Segment Optimization Program	0.1		—		0.2		—
Total Exit and disposal costs	$	0.1	$	—	$	0.2	$	0.1
Lease abandonment costs:
Segment Optimization Program	$	(2.0)	$	2.3	$	(2.0)	$	2.3
Total Lease abandonment costs	$	(2.0)	$	2.3	$	(2.0)	$	2.3
Restructuring and other impairments	$	0.7	$	12.2	$	10.2	$	21.6

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Academia & Government:
ProQuest Acquisition Integration Program	$	—	$	4.2	$	(0.1)	$	9.3
Segment Optimization Program	(0.2)		1.6		3.8		1.6
Total A&G	$	(0.2)	$	5.8	$	3.7	$	10.9
Intellectual Property:
ProQuest Acquisition Integration Program	$	—	$	1.9	$	—	$	4.6
Segment Optimization Program	0.4		1.4		3.0		1.4
Total IP	$	0.4	$	3.3	$	3.0	$	6.0
Life Sciences & Healthcare:
ProQuest Acquisition Integration Program	$	—	$	1.5	$	—	$	3.1
Segment Optimization Program	0.5		1.6		3.5		1.6
Total LS&H	$	0.5	$	3.1	$	3.5	$	4.7
Restructuring and other impairments	$	0.7	$	12.2	$	10.2	$	21.6

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Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions or as otherwise noted)

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	12.0		(1.8)		10.2
Payments made	(15.5)		(2.8)		(18.3)
Noncash items	(0.7)		3.3		2.6
Reserve Balance as of June 30, 2024	$	1.7	$	0.1	$	1.8
Reserve Balance as of December 31, 2022	$	11.5	$	0.1	$	11.6
Expenses recorded	19.2		2.4		21.6
Payments made	(23.4)		(1.5)		(24.9)
Noncash items	(2.7)		(0.8)		(3.5)
Reserve Balance as of June 30, 2023	$	4.6	$	0.2	$	4.8

Note 10: Other Operating Expense (Income), Net

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Loss (gain) on divestiture(1)	$	(1.0)	$	—	$	14.8	$	—
Gain on legal settlement(2)	—		—		—		(49.4)
Net foreign exchange loss (gain)	4.4		11.7		4.6		32.3
Miscellaneous expense (income), net	0.2		2.8		1.8		(0.4)
Other operating expense (income), net	$	3.6	$	14.5	$	21.2	$	(17.5)
(1) Refer to Note 2 - Acquisitions and Divestitures for further information.
(2) Refer to Note 14 - Commitments and Contingencies for further information.

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 benefit of $6.8 for the three months ended June 30, 2024 was primarily due to the mix of taxing jurisdictions in which pre-tax profits and losses were recognized and a $14.2 tax benefit related to the goodwill impairment. The income tax benefit of $35.3 for the three months ended June 30, 2023 was primarily due to the mix of taxing jurisdictions in which pre-tax profits and losses were recognized, a $33.0 tax benefit associated with the impairment of intangible assets, and a $17.1 tax benefit related to the partial release of valuation allowance recorded against certain US tax attributes.

The income tax provision of $8.2 for the six months ended June 30, 2024 was primarily due to the mix of taxing 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 $98.9 for the six months ended June 30, 2023 was primarily due to the mix of taxing jurisdictions in which pre-tax profits and losses were recognized, 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 recorded against certain US tax attributes.

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

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Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions or as otherwise noted)

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:

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Basic EPS
Net income (loss)	$	(304.3)	$	(123.1)	$	(379.3)	$	(79.6)
Dividends on preferred shares	12.5		18.6		31.3		37.4
Net income (loss) attributable to ordinary shares	$	(316.8)	$	(141.7)	$	(410.6)	$	(117.0)
Weighted average shares, basic	685.6		675.9		676.2		675.4
Basic EPS	$	(0.46)	$	(0.21)	$	(0.61)	$	(0.17)
Diluted EPS
Net income (loss) attributable to ordinary shares	$	(316.8)	$	(141.7)	$	(410.6)	$	(117.0)
Change in fair value of private placement warrants	—		—		—		—
Net income (loss) attributable to ordinary shares, diluted	$	(316.8)	$	(141.7)	$	(410.6)	$	(117.0)
Weighted average shares, basic	685.6		675.9		676.2		675.4
Weighted average effect of potentially dilutive shares	—		—		—		—
Weighted average shares, diluted	685.6		675.9		676.2		675.4
Diluted EPS	$	(0.46)	$	(0.21)	$	(0.61)	$	(0.17)

Potential ordinary shares on a gross basis of 22.5 million and 30.0 million related to share-based awards and private placement warrants were excluded from diluted EPS for the three months ended June 30, 2024 and 2023, respectively, as their inclusion would have been antidilutive. Potential ordinary shares on a gross basis of 26.2 million and 30.7 million related to share-based awards and private placement warrants were excluded from diluted EPS for the six months ended June 30, 2024 and 2023, respectively, as their inclusion would have been antidilutive.

As a result of the MCPS conversion described in Note 7 - Shareholders' Equity, for the three and six months ended June 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 six months ended June 30, 2024 and the three and six months ended June 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.

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Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions or as otherwise noted)

•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.

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, unrealized foreign currency gains/losses, restructuring expenses, non-operating income and/or expense, the impact of certain non-cash fair value adjustments on financial instruments, legal settlements, impairments, 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 June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Academia & Government	$	344.5	$	342.0	$	662.2	$	656.7
Intellectual Property	201.6		216.3		402.5		425.4
Life Sciences & Healthcare	104.2		110.5		206.8		215.8
Total Revenues	$	650.3	$	668.8	$	1,271.5	$	1,297.9

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Academia & Government	$	152.1	$	146.8	$	275.6	$	272.2
Intellectual Property	89.1		100.1		172.2		194.7
Life Sciences & Healthcare	33.2		38.0		62.9		70.7
Total Adjusted EBITDA	$	274.4	$	284.9	$	510.7	$	537.6
Provision (benefit) for income taxes	6.8		35.3		(8.2)		98.9
Depreciation and amortization	(184.4)		(178.1)		(363.8)		(350.7)
Interest expense, net	(71.1)		(73.0)		(141.3)		(146.6)
Transaction related costs	(3.1)		(0.7)		(7.5)		(2.4)
Share-based compensation expense	(18.9)		(30.5)		(34.3)		(71.7)
Goodwill and intangible asset impairments	(302.8)		(135.2)		(302.8)		(135.2)
Restructuring and other impairments	(0.7)		(12.2)		(10.2)		(21.6)
Fair value adjustment of warrants	—		2.9		5.2		1.8
Other(1)	(4.5)		(16.5)		(27.1)		10.3
Net income (loss)	$	(304.3)	$	(123.1)	$	(379.3)	$	(79.6)
(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 six months ended June 30, 2024 also includes a $14.8 loss on the divestiture discussed in Note 2 - Acquisitions and Divestitures and the six months ended June 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,

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions or as otherwise noted)

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 six months ended June 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. The court also permitted plaintiff to take jurisdictional discovery over the former individual defendants and to move on the basis of such discovery to amend the complaint to add such individuals as defendants; plaintiff’s deadline to move to amend on such basis is September 23, 2024. On July 12, 2024, the Company filed its preliminary objections to the amended complaint. 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 $1,591.8 and $1,567.2 as of June 30, 2024 and 2023, respectively, which corresponds to an increase of 1.6%. The increase in ACV was primarily due to the impact of price increases.

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 six months ended June 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, unrealized foreign currency gains/losses, restructuring expenses, non-operating income and/or expense, the impact of certain non-cash fair value adjustments on financial instruments, legal settlements, impairments, 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 June 30,				Six Months Ended June 30,				% Change
	2024		2023		2024		2023		QTD	YTD
Revenues	$	650.3	$	668.8	$	1,271.5	$	1,297.9	(3)%	(2)%
Operating expenses:
Cost of revenues	213.6		224.2		431.4		453.9		(5)%	(5)%
Selling, general and administrative costs	185.2		192.9		377.1		387.7		(4)%	(3)%
Depreciation and amortization	184.4		178.1		363.8		350.7		4%	4%
Goodwill and intangible asset impairments	302.8		135.2		302.8		135.2		N/M	N/M
Restructuring and other impairments	0.7		12.2		10.2		21.6		(94)%	(53)%
Other operating expense (income), net	3.6		14.5		21.2		(17.5)		(75)%	N/M
Total operating expenses	890.3		757.1		1,506.5		1,331.6
Income (loss) from operations	(240.0)		(88.3)		(235.0)		(33.7)
Fair value adjustment of warrants	—		(2.9)		(5.2)		(1.8)		N/M	N/M
Interest expense, net	71.1		73.0		141.3		146.6		(3)%	(4)%
Income (loss) before income taxes	(311.1)		(158.4)		(371.1)		(178.5)
Provision (benefit) for income taxes	(6.8)		(35.3)		8.2		(98.9)		(81)%	N/M
Net income (loss)	(304.3)		(123.1)		(379.3)		(79.6)
Dividends on preferred shares	12.5		18.6		31.3		37.4		(33)%	(16)%
Net income (loss) attributable to ordinary shares	$	(316.8)	$	(141.7)	$	(410.6)	$	(117.0)
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 June 30,				Change				% of Change
	2024		2023		$		%		Acquisitions	Disposals	FX	Organic
Subscription	$	405.6	$	406.0	$	(0.4)	(0.1)	%	0.1%	—%	(0.9)%	0.7%
Re-occurring	108.6		111.0		(2.4)		(2.2)	%	—%	—%	(1.5)%	(0.7)%
Transactional and other	136.1		151.8		(15.7)		(10.3)	%	0.1%	(6.0)%	(0.3)%	(4.1)%
Revenues	$	650.3	$	668.8	$	(18.5)	(2.8)	%	0.1%	(1.4)%	(0.9)%	(0.6)%

Subscription revenues were flat, but subscription organic revenue growth increased primarily due to price increases. Re-occurring revenues decreased, with the re-occurring organic revenue growth decline primarily due to lower IP patent

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renewal volumes. Transactional and other revenues decreased primarily due to the IP product group divestiture and due to lower A&G, IP, and LS&H sales.

	Six Months Ended June 30,				Change				% of Change
	2024		2023		$		%		Acquisitions	Disposals	FX	Organic
Subscription	$	808.7	$	799.2	$	9.5	1.2	%	0.1%	—%	(0.4)%	1.5%
Re-occurring	211.1		218.7		(7.6)		(3.5)	%	—%	—%	(0.6)%	(2.9)%
Transactional and other	251.7		280.0		(28.3)		(10.1)	%	0.1%	(2.9)%	—%	(7.3)%
Revenues	$	1,271.5	$	1,297.9	$	(26.4)	(2.0)	%	0.1%	(0.6)%	(0.4)%	(1.1)%

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

Revenues by segment

	Three Months Ended June 30,				Change				% of Change
	2024		2023		$		%		Acquisitions	Disposals	FX	Organic
A&G	$	344.5	$	342.0	$	2.5	0.7	%	—%	—%	(0.6)%	1.3%
IP	201.6		216.3		(14.7)		(6.8)	%	—%	(3.7)%	(1.3)%	(1.8)%
LS&H	104.2		110.5		(6.3)		(5.7)	%	0.4%	(1.1)%	(1.1)%	(3.9)%
Revenues	$	650.3	$	668.8	$	(18.5)	(2.8)	%	0.1%	(1.4)%	(0.9)%	(0.6)%

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

	Six Months Ended June 30,				Change				% of Change
	2024		2023		$		%		Acquisitions	Disposals	FX	Organic
A&G	$	662.2	$	656.7	$	5.5	0.8	%	—%	—%	(0.1)%	0.9%
IP	402.5		425.4		(22.9)		(5.4)	%	—%	(1.6)%	(0.6)%	(3.2)%
LS&H	206.8		215.8		(9.0)		(4.2)	%	0.3%	(0.6)%	(0.6)%	(3.3)%
Revenues	$	1,271.5	$	1,297.9	$	(26.4)	(2.0)	%	0.1%	(0.6)%	(0.4)%	(1.1)%

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

Revenues by geography

	Three Months Ended June 30,				Change				% of Change
	2024		2023		$		%		Acquisitions	Disposals	FX	Organic
Americas	$	354.9	$	361.2	$	(6.3)	(1.7)	%	0.1%	(0.4)%	(0.4)%	(1.0)%
EMEA	170.0		180.2		(10.2)		(5.7)	%	—%	(3.6)%	(0.8)%	(1.3)%
APAC	125.4		127.4		(2.0)		(1.6)	%	—%	(0.9)%	(2.5)%	1.8%
Revenues	$	650.3	$	668.8	$	(18.5)	(2.8)	%	0.1%	(1.4)%	(0.9)%	(0.6)%

Americas revenues decreased primarily due to lower A&G transactional volumes and declines in LS&H transactional sales. EMEA (Europe/Middle East/Africa) revenues decreased primarily due to the IP product group divestiture and lower IP re-occurring patent renewal volumes. APAC (Asia Pacific) revenues decreased, but APAC organic revenue growth increased primarily due to A&G subscription growth, partially offset by lower LS&H transactional sales.

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	Six Months Ended June 30,				Change				% of Change
	2024		2023		$		%		Acquisitions	Disposals	FX	Organic
Americas	$	685.2	$	700.7	$	(15.5)	(2.2)	%	0.1%	(0.2)%	(0.1)%	(2.0)%
EMEA	338.5		347.2		(8.7)		(2.5)	%	—%	(1.7)%	0.3%	(1.1)%
APAC	247.8		250.0		(2.2)		(0.9)	%	—%	(0.3)%	(1.9)%	1.3%
Revenues	$	1,271.5	$	1,297.9	$	(26.4)	(2.0)	%	0.1%	(0.6)%	(0.4)%	(1.1)%

Americas revenues decreased primarily due to lower IP re-occurring patent renewal and A&G transactional volumes and declines in LS&H transactional sales. EMEA revenues decreased primarily due to the IP product group divestiture and lower IP re-occurring patent renewal volumes. APAC revenues decreased, but APAC organic revenue growth increased primarily due to A&G subscription growth, partially offset by lower A&G and LS&H transactional sales.

Cost of revenues

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

The decrease of 4.7% compared to the three months ended June 30, 2023 was primarily driven by a reduction in product-related royalty fees and content costs, while the decrease of 5.0% compared to the six months ended June 30, 2023 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 0.7% and 1.1%, respectively, compared to the three and six months ended June 30, 2023, 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 related 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 4.0% and 2.7% compared to the three and six months ended June 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 mainly computer hardware and leasehold improvements, furniture and fixtures. Amortization expense relates to our definite-lived intangible assets, including mainly technology and content, customer relationships, internally developed computer software, and trade names.

The increase of 3.5% and 3.7% compared to the three and six months ended June 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. 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 six months ended June 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 six months ended June 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 $10.9 compared to the three months ended June 30, 2023 was driven by the net impact of foreign exchange gains and losses related to the remeasurement of balances, with the largest impacts derived from transactions denominated in GBP.

The change of $38.7 compared to the six months ended June 30, 2023 was driven by a $(49.4) gain on legal settlement in the comparative prior year period; the net impact of foreign exchange gains and losses related to the remeasurement of balances, 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

The decrease of (2.6)% and (3.6)% compared to the three and six months ended June 30, 2023, respectively, was driven by lower outstanding borrowings on our new term loan facility.

Provision (benefit) for income taxes

The income tax benefit of $6.8 for the three months ended June 30, 2024 was primarily due to the mix of jurisdictions in which pre-tax profits and losses were recognized and a $14.2 tax benefit related to the goodwill impairment. The income tax benefit of $35.3 for the three months ended June 30, 2023 was primarily due to the mix of jurisdictions in which pre-tax profits and losses were recognized, 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.

The income tax provision of $8.2 for the six months ended June 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 $98.9 for the six months ended June 30, 2023 was primarily due to the mix of taxing jurisdictions in which pre-tax profits and losses were recognized, 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.

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.

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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 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 six months ended June 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 June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net income (loss)	$	(304.3)	$	(123.1)	$	(379.3)	$	(79.6)
Provision (benefit) for income taxes	(6.8)		(35.3)		8.2		(98.9)
Depreciation and amortization	184.4		178.1		363.8		350.7
Interest expense, net	71.1		73.0		141.3		146.6
Transaction related costs	3.1		0.7		7.5		2.4
Share-based compensation expense	18.9		30.5		34.3		71.7
Goodwill and intangible asset impairments	302.8		135.2		302.8		135.2
Restructuring and other impairments	0.7		12.2		10.2		21.6
Fair value adjustment of warrants	—		(2.9)		(5.2)		(1.8)
Other(1)	4.5		16.5		27.1		(10.3)
Adjusted EBITDA	$	274.4	$	284.9	$	510.7	$	537.6
Net income (loss) margin	(46.8)%		(18.4)%		(29.8)%		(6.1)%
Adjusted EBITDA margin	42.2%		42.6%		40.2%		41.4%
(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 six months ended June 30, 2024 also includes a $14.8 loss on the divestiture discussed in Note 2 - Acquisitions and Divestitures and the six months ended June 30, 2023 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 June 30, 2024, we had $376.4 of cash and cash equivalents (including restricted cash of $9.6) and $692.4 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:

	Six Months Ended June 30,				Change
	2024		2023		$	%
Net cash provided by operating activities	$	302.4	$	389.9	(87.5)	(22)	%
Net cash used for investing activities	$	(166.6)	$	(107.5)	(59.1)	55	%
Net cash used for financing activities	$	(120.8)	$	(197.8)	77.0	(39)	%

27

The decrease in net cash provided by operating activities was primarily driven by lower income from operations.

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

The decrease in net cash used for financing activities was primarily due to lower payments on our term loans, partially offset by payments for fees associated with the refinancing of our existing credit facilities in January 2024. See Borrowings below for further information.

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:

	Six Months Ended June 30,
	2024		2023
Net cash provided by operating activities	$	302.4	$	389.9
Capital expenditures	(130.3)		(116.9)
Free cash flow	$	172.1	$	273.0

The decrease in Free cash flow was driven by the decrease in operating income and increased capital expenditures. 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 June 30, 2024, we had $4,687.2 of outstanding borrowings under our notes and credit facilities. We incurred $141.3 and $146.6 of interest expense associated with our debt obligations during the six months ended June 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 relating to 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 June 30, 2024, we had $400.0 of availability remaining under our share repurchase program. The share repurchase authorization 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

28

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 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 June 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.

29

Based on that evaluation, our CEO and CFO concluded that, as of June 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.

Remediation of Previously Identified Material Weakness

To address the previously reported material weakness in internal control over financial reporting related to the preparation and review of the footnote disclosures included in our consolidated financial statements, including controls related to the completeness and accuracy of the underlying information used in the preparation of the footnote disclosures, we designed and implemented new control activities to enhance the procedures performed related to the preparation and review of footnote disclosures, including control activities related to the completeness and accuracy of source data utilized in the preparation of footnote disclosures. During the second quarter of 2024, we successfully completed the testing of the newly designed control activities and determined they have been appropriately designed and implemented, and that they operated effectively as of June 30, 2024, and were able to conclude that the previously identified material weakness has been remediated.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the three months ended June 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 June 30, 2024.

30

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)
April 1, 2024 - April 30, 2024	40,375	$	6.86	—	$	400
May 1, 2024 - May 31, 2024	82,760	$	6.82	—	$	400
June 1, 2024 - June 30, 2024	21,139	$	5.44	—	$	400
Total	144,274			—
(1) Consists of shares withheld to satisfy tax withholding obligations on behalf of employees that occur upon vesting and delivery of outstanding shares underlying stock options and restricted share units 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 June 30, 2024, the Company had $400.0 of availability remaining under the Board's authorization.

Item 5. Other Information.

On May 14, 2024, Bar Veinstein, President, Academia & Government, entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended. The trading plan provides for the sale of an aggregate of up to 180,000 ordinary shares of the Company held by Mr. Veinstein. The trading plan terminates on the earlier of the date all the shares covered by the trading plan are sold and December 13, 2024.

Item 6. Exhibits.

EXHIBIT INDEX

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 June 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.

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 August 6, 2024.

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

31

EX-31

Exhibit 31

CERTIFICATION

I, Jonathan Gear, 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: August 6, 2024	/s/ Jonathan Gear
	Jonathan Gear
	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;

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

EX-32

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 June 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jonathan Gear, 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: August 6, 2024	/s/ Jonathan Gear
	Jonathan Gear
	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 June 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: August 6, 2024	/s/ Jonathan M. Collins
	Jonathan M. Collins
	Executive Vice President and Chief Financial Officer

XML

Cover - shares	6 Months Ended
	Jun. 30, 2024	Jul. 31, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 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		724,140,994
Entity Central Index Key	0001764046
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Entity Tax Identification Number	00-0000000

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents, including restricted cash	$ 376.4	$ 370.7
Accounts receivable, net	796.3	908.3
Prepaid expenses	87.1	88.5
Other current assets	75.0	68.0
Assets held for sale	0.0	26.7
Total current assets	1,334.8	1,462.2
Property and equipment, net	46.0	51.6
Other intangible assets, net	8,771.3	9,006.6
Goodwill	1,736.5	2,023.7
Other non-current assets	91.6	60.8
Deferred income taxes	49.3	46.7
Operating lease right-of-use assets	48.2	55.2
Total assets	12,077.7	12,706.8
Current liabilities:
Accounts payable	128.1	144.1
Accrued compensation	107.2	126.5
Accrued expenses and other current liabilities	314.1	315.2
Current portion of deferred revenues	912.4	983.1
Current portion of operating lease liability	23.3	24.4
Liabilities held for sale	0.0	6.7
Total current liabilities	1,485.1	1,600.0
Long-term debt	4,635.3	4,721.1
Non-current portion of deferred revenues	23.9	38.7
Other non-current liabilities	49.9	41.9
Deferred income taxes	229.0	249.6
Operating lease liabilities	49.9	63.2
Total liabilities	6,473.1	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, 0.0 shares issued and outstanding as of both June 30, 2024 and December 31, 2023	0.0	1,392.6
Ordinary Shares, no par value; unlimited shares authorized; 724.1 and 666.1 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively	13,157.7	11,740.5
Accumulated other comprehensive loss	(497.0)	(495.3)
Accumulated deficit	(7,056.1)	(6,645.5)
Total shareholders' equity	5,604.6	5,992.3
Total liabilities and shareholders' equity	$ 12,077.7	$ 12,706.8

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares	6 Months Ended
	Jun. 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)	724,100,000	666,100,000
Ordinary shares, outstanding (in shares)	724,100,000	666,100,000

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) shares in Millions, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Revenues	$ 650.3	$ 668.8	$ 1,271.5	$ 1,297.9
Operating Expenses:
Cost of revenues	213.6	224.2	431.4	453.9
Selling, general and administrative costs	185.2	192.9	377.1	387.7
Depreciation and amortization	184.4	178.1	363.8	350.7
Goodwill and intangible asset impairments	302.8	135.2	302.8	135.2
Restructuring and other impairments	0.7	12.2	10.2	21.6
Other operating expense (income), net	3.6	14.5	21.2	(17.5)
Total operating expenses	890.3	757.1	1,506.5	1,331.6
Income (loss) from operations	(240.0)	(88.3)	(235.0)	(33.7)
Fair value adjustment of warrants	0.0	(2.9)	(5.2)	(1.8)
Interest expense, net	71.1	73.0	141.3	146.6
Income (loss) before income tax	(311.1)	(158.4)	(371.1)	(178.5)
Provision (benefit) for income taxes	(6.8)	(35.3)	8.2	(98.9)
Net income (loss)	(304.3)	(123.1)	(379.3)	(79.6)
Dividends on preferred shares	12.5	18.6	31.3	37.4
Net loss attributable to ordinary shares	$ (316.8)	$ (141.7)	$ (410.6)	$ (117.0)
Per share
Basic (in dollars per share)	$ (0.46)	$ (0.21)	$ (0.61)	$ (0.17)
Diluted (in dollars per share)	$ (0.46)	$ (0.21)	$ (0.61)	$ (0.17)
Weighted average shares used to compute earnings per share:
Basic (in shares)	685.6	675.9	676.2	675.4
Diluted (in shares)	685.6	675.9	676.2	675.4

XML

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ (304.3)	$ (123.1)	$ (379.3)	$ (79.6)
Other comprehensive income (loss), net of tax:
Interest rate swaps	(0.4)	7.3	2.2	(5.1)
Foreign currency translation adjustment	15.7	82.6	(3.9)	183.4
Other comprehensive income (loss), net of tax	15.3	89.9	(1.7)	178.3
Comprehensive income (loss)	$ (289.0)	$ (33.2)	$ (381.0)	$ 98.7

XML

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) (Parenthetical) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Statement of Comprehensive Income [Abstract]
Interest rate swaps, tax	$ (0.2)	$ 2.4	$ 0.7	$ (1.7)

XML

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED) - USD ($) shares in Millions, $ 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		674.4	14.4
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)		1.8
Share-based award activity (in shares)		(0.6)
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		675.6	14.4
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		674.4	14.4
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)	(79.6)
Other comprehensive income (loss)	178.3
Balance at end of the period (in shares) at Jun. 30, 2023		676.1	14.4
Balance at end of the period at Jun. 30, 2023	6,938.3	$ 11,809.2	$ 1,392.6	(487.6)	(5,775.9)
Balance at beginning of the period (in shares) at Mar. 31, 2023		675.6	14.4
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)		0.8
Share-based award activity (in shares)		(0.3)
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		676.1	14.4
Balance at end of the period at Jun. 30, 2023	6,938.3	$ 11,809.2	$ 1,392.6	(487.6)	(5,775.9)
Balance at beginning of the period (in shares) at Dec. 31, 2023		666.1	14.4
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)		3.3
Share-based award activity (in shares)		(1.2)
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		668.2	14.4
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		666.1	14.4
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)	(379.3)
Other comprehensive income (loss)	(1.7)
Balance at end of the period (in shares) at Jun. 30, 2024		724.1	0.0
Balance at end of the period at Jun. 30, 2024	5,604.6	$ 13,157.7	$ 0.0	(497.0)	(7,056.1)
Balance at beginning of the period (in shares) at Mar. 31, 2024		668.2	14.4
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)		0.7
Share-based award activity (in shares)		(0.1)
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		724.1	0.0
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		55.3	(14.4)

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash Flows From Operating Activities
Net income (loss)	$ (379.3)	$ (79.6)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	363.8	350.7
Share-based compensation	33.9	71.6
Restructuring and other impairments, including goodwill	301.3	138.7
Gain on legal settlement	0.0	(49.4)
Deferred income taxes	(24.6)	(47.8)
Amortization of debt issuance costs	7.9	9.1
Other operating activities	14.3	17.0
Changes in operating assets and liabilities:
Accounts receivable	103.2	121.7
Prepaid expenses	1.1	(11.9)
Other assets	(5.4)	38.6
Accounts payable	(12.2)	6.2
Accrued expenses and other current liabilities	(38.3)	(74.2)
Deferred revenues	(59.7)	(18.4)
Operating leases, net	(4.8)	(4.5)
Other liabilities	1.2	(77.9)
Net cash provided by operating activities	302.4	389.9
Cash Flows From Investing Activities
Capital expenditures	(130.3)	(116.9)
Payments for acquisitions, net of cash acquired	(17.1)	(1.1)
Proceeds from divestitures, net of cash divested	(19.2)	10.5
Net cash provided by (used for) investing activities	(166.6)	(107.5)
Cash Flows From Financing Activities
Principal payments on term loans	(52.7)	(150.0)
Payment of debt issuance costs and discounts	(20.1)	(0.1)
Cash dividends on preferred shares	(37.7)	(37.7)
Payments related to finance lease	(0.4)	(0.5)
Payments related to tax withholding for share-based compensation	(9.9)	(9.7)
Net cash provided by (used for) financing activities	(120.8)	(197.8)
Effects of exchange rates	(9.3)	1.7
Net change in cash and cash equivalents, including restricted cash	5.7	86.3
Cash and cash equivalents, including restricted cash, beginning of period	370.7	356.8
Cash and cash equivalents, including restricted cash, end of period	$ 376.4	$ 443.1

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Nature of Operations and Summary of Significant Accounting Policies

6 Months Ended

Jun. 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. 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. Early adoption is permitted. We are currently assessing the impact of this update on our related disclosures.

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.

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Acquisitions and Divestitures

6 Months Ended

Jun. 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 June 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 divestiture met the held-for-sale criteria but did not qualify as a discontinued operation as of June 30, 2023 through the date of sale. 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 three and six months ended June 30, 2023.

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Revenue

6 Months Ended

Jun. 30, 2024

Revenue from Contract with Customer [Abstract]

Revenue

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 June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Subscription revenues	$	405.6	$	406.0	$	808.7	$	799.2
Re-occurring revenues	108.6		111.0		211.1		218.7
Transactional and other revenues	136.1		151.8		251.7		280.0
Revenues	$	650.3	$	668.8	$	1,271.5	$	1,297.9

The following table presents our contract balances:

	June 30, 2024	December 31, 2023
Accounts receivable, net	796.3	908.3
Current portion of deferred revenues	912.4	983.1
Non-current portion of deferred revenues	23.9	38.7

During the six months ended June 30, 2024, we recognized revenues of $600.2 attributable to deferred revenues recorded at the beginning of the period, primarily consisting of subscription revenues recognized ratably over the contract term.

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.

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Other Intangible Assets, Net and Goodwill

6 Months Ended

Jun. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Other Intangible Assets, Net and Goodwill

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:

	June 30, 2024						December 31, 2023
	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net
Customer relationships	$	7,806.1	$	(1,348.3)	$	6,457.8	$	7,819.9	$	(1,177.2)	$	6,642.7
Technology and content	2,827.1		(1,127.9)		1,699.2		2,798.3		(1,009.1)		1,789.2
Computer software	991.2		(566.7)		424.5		897.9		(516.4)		381.5
Trade names and other	88.7		(55.8)		32.9		88.9		(52.6)		36.3
Definite-lived intangible assets	$	11,713.1	$	(3,098.7)	$	8,614.4	$	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	$	11,870.0	$	(3,098.7)	$	8,771.3	$	11,761.9	$	(2,755.3)	$	9,006.6

During the three months ended June 30, 2024, and 2023, intangible assets amortization expense was $179.9 and $172.7, respectively, and during the six months ended June 30, 2024, and 2023, intangible assets amortization expense was $354.4 and $339.4, 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	—		—		15.8		15.8
Goodwill impairment	—		—		(302.8)		(302.8)
Impact of foreign currency fluctuations	(0.2)		—		—		(0.2)
Balance as of June 30, 2024	$	1,109.6	$	—	$	626.9	$	1,736.5

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 for the three and six months ended June 30, 2024.

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Derivative Instruments

6 Months Ended

Jun. 30, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments

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.

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 June 30, 2024, our outstanding interest rate swaps have an aggregate notional value of $756.6 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 June 30, 2024, we estimate that approximately $14.8 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 June 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 $0.6 and $2.9, for the three months ended June 30, 2024 and 2023, respectively, and $2.3 and $(0.3), for the six months ended June 30, 2024 and 2023, respectively. The notional amount of outstanding foreign currency contracts was $145.5 and $140.5 as of June 30, 2024 and December 31, 2023, respectively.

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

	Balance Sheet Classification	June 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	24.8		17.7
Cross-currency swaps	Other non-current assets	1.2		—
Not designated as accounting hedges:
Foreign currency forwards	Other current assets	0.1		1.3
Total Asset Derivatives		$	26.1	$	23.1
Liability Derivatives
Designated as accounting hedges:
Cross-currency swaps	Other non-current liabilities	$	—	$	2.0
Not designated as accounting hedges:
Foreign currency forwards	Accrued expenses and other current liabilities	1.2		0.1
Total Liability Derivatives		$	1.2	$	2.1

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Debt

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Debt

Debt

The following table summarizes our total indebtedness:

		June 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	8.094%	—		8.206%	—
Term Loan Facility	2031	8.094%	2,144.6		8.470%	2,197.4
Finance lease	2036	6.936%	30.0		6.936%	30.3
Total debt outstanding			$	4,717.2		$	4,770.3
Debt discounts and issuance costs			(59.1)			(48.0)
Current portion of long-term debt(1)			(22.8)			(1.2)
Long-term debt			$	4,635.3		$	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 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 June 30, 2024, letters of credit totaling $7.6 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 $4,548.6 and $4,615.3 at June 30, 2024 and December 31, 2023, respectively, and is considered Level 2 under the fair value hierarchy.

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Shareholders' Equity

6 Months Ended

Jun. 30, 2024

Equity [Abstract]

Shareholders' Equity

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.

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.

	Six Months Ended June 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	15.7		—		(3.3)		12.4
Reclassifications from AOCL to net earnings	(13.5)		—		(0.6)		(14.1)
Net other comprehensive (loss) income	2.2		—		(3.9)		(1.7)
Balance as of June 30, 2024	$	18.4	$	0.4	$	(515.8)	$	(497.0)

	Six Months Ended June 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	12.8		—		183.4		196.2
Reclassifications from AOCL to net earnings	(17.9)		—		—		(17.9)
Net other comprehensive income (loss)	(5.1)		—		183.4		178.3
Balance as of June 30, 2023	$	33.0	$	1.5	$	(522.1)	$	(487.6)

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Private Placement Warrants

6 Months Ended

Jun. 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 June 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.

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Restructuring and Other Impairments

6 Months Ended

Jun. 30, 2024

Restructuring and Related Activities [Abstract]

Restructuring and Other Impairments

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 June 30, 2024, we have incurred $27.4 of cumulative costs associated with the Segment Optimization Program and we expect to incur approximately $8 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:

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Severance and related benefit costs:
ProQuest Acquisition Integration Program	$	—	$	7.6	$	(0.1)	$	16.9
Segment Optimization Program	2.6		2.3		12.1		2.3
Total Severance and related benefit costs	$	2.6	$	9.9	$	12.0	$	19.2
Exit and disposal costs:
ProQuest Acquisition Integration Program	$	—	$	—	$	—	$	0.1
Segment Optimization Program	0.1		—		0.2		—
Total Exit and disposal costs	$	0.1	$	—	$	0.2	$	0.1
Lease abandonment costs:
Segment Optimization Program	$	(2.0)	$	2.3	$	(2.0)	$	2.3
Total Lease abandonment costs	$	(2.0)	$	2.3	$	(2.0)	$	2.3
Restructuring and other impairments	$	0.7	$	12.2	$	10.2	$	21.6

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Academia & Government:
ProQuest Acquisition Integration Program	$	—	$	4.2	$	(0.1)	$	9.3
Segment Optimization Program	(0.2)		1.6		3.8		1.6
Total A&G	$	(0.2)	$	5.8	$	3.7	$	10.9
Intellectual Property:
ProQuest Acquisition Integration Program	$	—	$	1.9	$	—	$	4.6
Segment Optimization Program	0.4		1.4		3.0		1.4
Total IP	$	0.4	$	3.3	$	3.0	$	6.0
Life Sciences & Healthcare:
ProQuest Acquisition Integration Program	$	—	$	1.5	$	—	$	3.1
Segment Optimization Program	0.5		1.6		3.5		1.6
Total LS&H	$	0.5	$	3.1	$	3.5	$	4.7
Restructuring and other impairments	$	0.7	$	12.2	$	10.2	$	21.6

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	12.0		(1.8)		10.2
Payments made	(15.5)		(2.8)		(18.3)
Noncash items	(0.7)		3.3		2.6
Reserve Balance as of June 30, 2024	$	1.7	$	0.1	$	1.8
Reserve Balance as of December 31, 2022	$	11.5	$	0.1	$	11.6
Expenses recorded	19.2		2.4		21.6
Payments made	(23.4)		(1.5)		(24.9)
Noncash items	(2.7)		(0.8)		(3.5)
Reserve Balance as of June 30, 2023	$	4.6	$	0.2	$	4.8

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Other Operating Expense (Income), Net

6 Months Ended

Jun. 30, 2024

Other Income and Expenses [Abstract]

Other Operating Expense (Income), Net

Other Operating Expense (Income), Net

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Loss (gain) on divestiture(1)	$	(1.0)	$	—	$	14.8	$	—
Gain on legal settlement(2)	—		—		—		(49.4)
Net foreign exchange loss (gain)	4.4		11.7		4.6		32.3
Miscellaneous expense (income), net	0.2		2.8		1.8		(0.4)
Other operating expense (income), net	$	3.6	$	14.5	$	21.2	$	(17.5)
(1) Refer to Note 2 - Acquisitions and Divestitures for further information.
(2) Refer to Note 14 - Commitments and Contingencies for further information.

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Income Taxes

6 Months Ended

Jun. 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 benefit of $6.8 for the three months ended June 30, 2024 was primarily due to the mix of taxing jurisdictions in which pre-tax profits and losses were recognized and a $14.2 tax benefit related to the goodwill impairment. The income tax benefit of $35.3 for the three months ended June 30, 2023 was primarily due to the mix of taxing jurisdictions in which pre-tax profits and losses were recognized, a $33.0 tax benefit associated with the impairment of intangible assets, and a $17.1 tax benefit related to the partial release of valuation allowance recorded against certain US tax attributes.

The income tax provision of $8.2 for the six months ended June 30, 2024 was primarily due to the mix of taxing 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 $98.9 for the six months ended June 30, 2023 was primarily due to the mix of taxing jurisdictions in which pre-tax profits and losses were recognized, 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 recorded against certain US tax attributes.

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Earnings Per Share

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Earnings Per Share

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:

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Basic EPS
Net income (loss)	$	(304.3)	$	(123.1)	$	(379.3)	$	(79.6)
Dividends on preferred shares	12.5		18.6		31.3		37.4
Net income (loss) attributable to ordinary shares	$	(316.8)	$	(141.7)	$	(410.6)	$	(117.0)
Weighted average shares, basic	685.6		675.9		676.2		675.4
Basic EPS	$	(0.46)	$	(0.21)	$	(0.61)	$	(0.17)
Diluted EPS
Net income (loss) attributable to ordinary shares	$	(316.8)	$	(141.7)	$	(410.6)	$	(117.0)
Change in fair value of private placement warrants	—		—		—		—
Net income (loss) attributable to ordinary shares, diluted	$	(316.8)	$	(141.7)	$	(410.6)	$	(117.0)
Weighted average shares, basic	685.6		675.9		676.2		675.4
Weighted average effect of potentially dilutive shares	—		—		—		—
Weighted average shares, diluted	685.6		675.9		676.2		675.4
Diluted EPS	$	(0.46)	$	(0.21)	$	(0.61)	$	(0.17)

Potential ordinary shares on a gross basis of 22.5 million and 30.0 million related to share-based awards and private placement warrants were excluded from diluted EPS for the three months ended June 30, 2024 and 2023, respectively, as their inclusion would have been antidilutive. Potential ordinary shares on a gross basis of 26.2 million and 30.7 million related to share-based awards and private placement warrants were excluded from diluted EPS for the six months ended June 30, 2024 and 2023, respectively, as their inclusion would have been antidilutive.

As a result of the MCPS conversion described in Note 7 - Shareholders' Equity, for the three and six months ended June 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 six months ended June 30, 2024 and the three and six months ended June 30, 2023.

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Segment Information

6 Months Ended

Jun. 30, 2024

Segment Reporting [Abstract]

Segment Information

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.

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, unrealized foreign currency gains/losses, restructuring expenses, non-operating income and/or expense, the impact of certain non-cash fair value adjustments on financial instruments, legal settlements, impairments, 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 June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Academia & Government	$	344.5	$	342.0	$	662.2	$	656.7
Intellectual Property	201.6		216.3		402.5		425.4
Life Sciences & Healthcare	104.2		110.5		206.8		215.8
Total Revenues	$	650.3	$	668.8	$	1,271.5	$	1,297.9

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Academia & Government	$	152.1	$	146.8	$	275.6	$	272.2
Intellectual Property	89.1		100.1		172.2		194.7
Life Sciences & Healthcare	33.2		38.0		62.9		70.7
Total Adjusted EBITDA	$	274.4	$	284.9	$	510.7	$	537.6
Provision (benefit) for income taxes	6.8		35.3		(8.2)		98.9
Depreciation and amortization	(184.4)		(178.1)		(363.8)		(350.7)
Interest expense, net	(71.1)		(73.0)		(141.3)		(146.6)
Transaction related costs	(3.1)		(0.7)		(7.5)		(2.4)
Share-based compensation expense	(18.9)		(30.5)		(34.3)		(71.7)
Goodwill and intangible asset impairments	(302.8)		(135.2)		(302.8)		(135.2)
Restructuring and other impairments	(0.7)		(12.2)		(10.2)		(21.6)
Fair value adjustment of warrants	—		2.9		5.2		1.8
Other(1)	(4.5)		(16.5)		(27.1)		10.3
Net income (loss)	$	(304.3)	$	(123.1)	$	(379.3)	$	(79.6)
(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 six months ended June 30, 2024 also includes a $14.8 loss on the divestiture discussed in Note 2 - Acquisitions and Divestitures and the six months ended June 30, 2023 includes a $49.4 gain on legal settlement discussed in Note 14 - Commitments and Contingencies.

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Commitments and Contingencies

6 Months Ended

Jun. 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 six months ended June 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. The court also permitted plaintiff to take jurisdictional discovery over the former individual defendants and to move on the basis of such discovery to amend the complaint to add such individuals as defendants; plaintiff’s deadline to move to amend on such basis is September 23, 2024. On July 12, 2024, the Company filed its preliminary objections to the amended complaint. 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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Pay vs Performance Disclosure - USD ($) $ in Millions	3 Months Ended				6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net income (loss)	$ (304.3)	$ (75.0)	$ (123.1)	$ 43.5	$ (379.3)	$ (79.6)

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Insider Trading Arrangements

3 Months Ended

6 Months Ended

Jun. 30, 2024

shares

Jun. 30, 2024

shares

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

On May 14, 2024, Bar Veinstein, President, Academia & Government, entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended. The trading plan provides for the sale of an aggregate of up to 180,000 ordinary shares of the Company held by Mr. Veinstein. The trading plan terminates on the earlier of the date all the shares covered by the trading plan are sold and December 13, 2024.

Name

Bar Veinstein

Title

President, Academia & Government

Rule 10b5-1 Arrangement Adopted

true

Adoption Date

May 14, 2024

Expiration Date

December 13, 2024

Arrangement Duration

213 days

Aggregate Available

180,000

180,000

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Nature of Operations and Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 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. 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. Early adoption is permitted. We are currently assessing the impact of this update on our related disclosures.

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.

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Revenue (Tables)

6 Months Ended

Jun. 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 June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Subscription revenues	$	405.6	$	406.0	$	808.7	$	799.2
Re-occurring revenues	108.6		111.0		211.1		218.7
Transactional and other revenues	136.1		151.8		251.7		280.0
Revenues	$	650.3	$	668.8	$	1,271.5	$	1,297.9

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Academia & Government	$	344.5	$	342.0	$	662.2	$	656.7
Intellectual Property	201.6		216.3		402.5		425.4
Life Sciences & Healthcare	104.2		110.5		206.8		215.8
Total Revenues	$	650.3	$	668.8	$	1,271.5	$	1,297.9

Schedule of contract balances

The following table presents our contract balances:

	June 30, 2024	December 31, 2023
Accounts receivable, net	796.3	908.3
Current portion of deferred revenues	912.4	983.1
Non-current portion of deferred revenues	23.9	38.7

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Other Intangible Assets, Net and Goodwill (Tables)

6 Months Ended

Jun. 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:

	June 30, 2024						December 31, 2023
	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net
Customer relationships	$	7,806.1	$	(1,348.3)	$	6,457.8	$	7,819.9	$	(1,177.2)	$	6,642.7
Technology and content	2,827.1		(1,127.9)		1,699.2		2,798.3		(1,009.1)		1,789.2
Computer software	991.2		(566.7)		424.5		897.9		(516.4)		381.5
Trade names and other	88.7		(55.8)		32.9		88.9		(52.6)		36.3
Definite-lived intangible assets	$	11,713.1	$	(3,098.7)	$	8,614.4	$	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	$	11,870.0	$	(3,098.7)	$	8,771.3	$	11,761.9	$	(2,755.3)	$	9,006.6

Schedule of Change in the Carrying Amount 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	—		—		15.8		15.8
Goodwill impairment	—		—		(302.8)		(302.8)
Impact of foreign currency fluctuations	(0.2)		—		—		(0.2)
Balance as of June 30, 2024	$	1,109.6	$	—	$	626.9	$	1,736.5

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Derivative Instruments (Tables)

6 Months Ended

Jun. 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 June 30, 2024 and December 31, 2023:

	Balance Sheet Classification	June 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	24.8		17.7
Cross-currency swaps	Other non-current assets	1.2		—
Not designated as accounting hedges:
Foreign currency forwards	Other current assets	0.1		1.3
Total Asset Derivatives		$	26.1	$	23.1
Liability Derivatives
Designated as accounting hedges:
Cross-currency swaps	Other non-current liabilities	$	—	$	2.0
Not designated as accounting hedges:
Foreign currency forwards	Accrued expenses and other current liabilities	1.2		0.1
Total Liability Derivatives		$	1.2	$	2.1

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Debt (Tables)

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Schedule of Debt

The following table summarizes our total indebtedness:

		June 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	8.094%	—		8.206%	—
Term Loan Facility	2031	8.094%	2,144.6		8.470%	2,197.4
Finance lease	2036	6.936%	30.0		6.936%	30.3
Total debt outstanding			$	4,717.2		$	4,770.3
Debt discounts and issuance costs			(59.1)			(48.0)
Current portion of long-term debt(1)			(22.8)			(1.2)
Long-term debt			$	4,635.3		$	4,721.1
(1) Included in Accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheets.

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Shareholders' Equity (Tables)

6 Months Ended

Jun. 30, 2024

Equity [Abstract]

Schedule of Accumulated Other Comprehensive Income (Loss)

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.

	Six Months Ended June 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	15.7		—		(3.3)		12.4
Reclassifications from AOCL to net earnings	(13.5)		—		(0.6)		(14.1)
Net other comprehensive (loss) income	2.2		—		(3.9)		(1.7)
Balance as of June 30, 2024	$	18.4	$	0.4	$	(515.8)	$	(497.0)

	Six Months Ended June 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	12.8		—		183.4		196.2
Reclassifications from AOCL to net earnings	(17.9)		—		—		(17.9)
Net other comprehensive income (loss)	(5.1)		—		183.4		178.3
Balance as of June 30, 2023	$	33.0	$	1.5	$	(522.1)	$	(487.6)

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Restructuring and Other Impairments (Tables)

6 Months Ended

Jun. 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 June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Severance and related benefit costs:
ProQuest Acquisition Integration Program	$	—	$	7.6	$	(0.1)	$	16.9
Segment Optimization Program	2.6		2.3		12.1		2.3
Total Severance and related benefit costs	$	2.6	$	9.9	$	12.0	$	19.2
Exit and disposal costs:
ProQuest Acquisition Integration Program	$	—	$	—	$	—	$	0.1
Segment Optimization Program	0.1		—		0.2		—
Total Exit and disposal costs	$	0.1	$	—	$	0.2	$	0.1
Lease abandonment costs:
Segment Optimization Program	$	(2.0)	$	2.3	$	(2.0)	$	2.3
Total Lease abandonment costs	$	(2.0)	$	2.3	$	(2.0)	$	2.3
Restructuring and other impairments	$	0.7	$	12.2	$	10.2	$	21.6

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Academia & Government:
ProQuest Acquisition Integration Program	$	—	$	4.2	$	(0.1)	$	9.3
Segment Optimization Program	(0.2)		1.6		3.8		1.6
Total A&G	$	(0.2)	$	5.8	$	3.7	$	10.9
Intellectual Property:
ProQuest Acquisition Integration Program	$	—	$	1.9	$	—	$	4.6
Segment Optimization Program	0.4		1.4		3.0		1.4
Total IP	$	0.4	$	3.3	$	3.0	$	6.0
Life Sciences & Healthcare:
ProQuest Acquisition Integration Program	$	—	$	1.5	$	—	$	3.1
Segment Optimization Program	0.5		1.6		3.5		1.6
Total LS&H	$	0.5	$	3.1	$	3.5	$	4.7
Restructuring and other impairments	$	0.7	$	12.2	$	10.2	$	21.6

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	12.0		(1.8)		10.2
Payments made	(15.5)		(2.8)		(18.3)
Noncash items	(0.7)		3.3		2.6
Reserve Balance as of June 30, 2024	$	1.7	$	0.1	$	1.8
Reserve Balance as of December 31, 2022	$	11.5	$	0.1	$	11.6
Expenses recorded	19.2		2.4		21.6
Payments made	(23.4)		(1.5)		(24.9)
Noncash items	(2.7)		(0.8)		(3.5)
Reserve Balance as of June 30, 2023	$	4.6	$	0.2	$	4.8

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Other Operating Expense (Income), Net (Tables)

6 Months Ended

Jun. 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 six months ended June 30, 2024 and 2023:

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Loss (gain) on divestiture(1)	$	(1.0)	$	—	$	14.8	$	—
Gain on legal settlement(2)	—		—		—		(49.4)
Net foreign exchange loss (gain)	4.4		11.7		4.6		32.3
Miscellaneous expense (income), net	0.2		2.8		1.8		(0.4)
Other operating expense (income), net	$	3.6	$	14.5	$	21.2	$	(17.5)
(1) Refer to Note 2 - Acquisitions and Divestitures for further information.
(2) Refer to Note 14 - Commitments and Contingencies for further information.

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Earnings Per Share (Tables)

6 Months Ended

Jun. 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 June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Basic EPS
Net income (loss)	$	(304.3)	$	(123.1)	$	(379.3)	$	(79.6)
Dividends on preferred shares	12.5		18.6		31.3		37.4
Net income (loss) attributable to ordinary shares	$	(316.8)	$	(141.7)	$	(410.6)	$	(117.0)
Weighted average shares, basic	685.6		675.9		676.2		675.4
Basic EPS	$	(0.46)	$	(0.21)	$	(0.61)	$	(0.17)
Diluted EPS
Net income (loss) attributable to ordinary shares	$	(316.8)	$	(141.7)	$	(410.6)	$	(117.0)
Change in fair value of private placement warrants	—		—		—		—
Net income (loss) attributable to ordinary shares, diluted	$	(316.8)	$	(141.7)	$	(410.6)	$	(117.0)
Weighted average shares, basic	685.6		675.9		676.2		675.4
Weighted average effect of potentially dilutive shares	—		—		—		—
Weighted average shares, diluted	685.6		675.9		676.2		675.4
Diluted EPS	$	(0.46)	$	(0.21)	$	(0.61)	$	(0.17)

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Segment Information (Tables)

6 Months Ended

Jun. 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 June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Subscription revenues	$	405.6	$	406.0	$	808.7	$	799.2
Re-occurring revenues	108.6		111.0		211.1		218.7
Transactional and other revenues	136.1		151.8		251.7		280.0
Revenues	$	650.3	$	668.8	$	1,271.5	$	1,297.9

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Academia & Government	$	344.5	$	342.0	$	662.2	$	656.7
Intellectual Property	201.6		216.3		402.5		425.4
Life Sciences & Healthcare	104.2		110.5		206.8		215.8
Total Revenues	$	650.3	$	668.8	$	1,271.5	$	1,297.9

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 June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Academia & Government	$	152.1	$	146.8	$	275.6	$	272.2
Intellectual Property	89.1		100.1		172.2		194.7
Life Sciences & Healthcare	33.2		38.0		62.9		70.7
Total Adjusted EBITDA	$	274.4	$	284.9	$	510.7	$	537.6
Provision (benefit) for income taxes	6.8		35.3		(8.2)		98.9
Depreciation and amortization	(184.4)		(178.1)		(363.8)		(350.7)
Interest expense, net	(71.1)		(73.0)		(141.3)		(146.6)
Transaction related costs	(3.1)		(0.7)		(7.5)		(2.4)
Share-based compensation expense	(18.9)		(30.5)		(34.3)		(71.7)
Goodwill and intangible asset impairments	(302.8)		(135.2)		(302.8)		(135.2)
Restructuring and other impairments	(0.7)		(12.2)		(10.2)		(21.6)
Fair value adjustment of warrants	—		2.9		5.2		1.8
Other(1)	(4.5)		(16.5)		(27.1)		10.3
Net income (loss)	$	(304.3)	$	(123.1)	$	(379.3)	$	(79.6)
(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 six months ended June 30, 2024 also includes a $14.8 loss on the divestiture discussed in Note 2 - Acquisitions and Divestitures and the six months ended June 30, 2023 includes a $49.4 gain on legal settlement discussed in Note 14 - Commitments and Contingencies.

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Nature of Operations and Summary of Significant Accounting Policies - General (Details)	6 Months Ended
	Jun. 30, 2024 segment
Accounting Policies [Abstract]
Number of reportable segments	3

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Acquisitions and Divestitures - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Business Acquisition [Line Items]
Finite-lived intangible assets	$ 8,614.4		$ 8,614.4		$ 8,849.7
Customer relationships
Business Acquisition [Line Items]
Finite-lived intangible assets	6,457.8		6,457.8		$ 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		$ 34.0
Divestiture consideration period payable		10 years
Disposal group, Intangible assets		$ 26.1		26.1
Impairment of definite-lived intangible assets		132.2		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
Discontinued Operations, Disposed of by Sale | MarkMonitor
Business Acquisition [Line Items]
Loss on divestiture	$ (1.0)	$ 0.0	$ 14.8	$ 0.0

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Revenue - Disaggregated Revenues (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Disaggregation of Revenue [Line Items]
Revenues	$ 650.3	$ 668.8	$ 1,271.5	$ 1,297.9
Subscription revenues
Disaggregation of Revenue [Line Items]
Revenues	405.6	406.0	808.7	799.2
Re-occurring Revenues
Disaggregation of Revenue [Line Items]
Revenues	108.6	111.0	211.1	218.7
Transactional and other revenues
Disaggregation of Revenue [Line Items]
Revenues	$ 136.1	$ 151.8	$ 251.7	$ 280.0

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Revenue - Contract Balances (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Revenue from Contract with Customer [Abstract]
Accounts receivable, net	$ 796.3	$ 908.3
Current portion of deferred revenues	912.4	983.1
Non-current portion of deferred revenues	23.9	$ 38.7
Revenue recognized that was deferred at the beginning of the period	$ 600.2

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Other Intangible Assets, Net and Goodwill - Intangible Assets by Major Class (Details) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Goodwill And Intangible Assets [Line Items]
Definite-lived intangible assets, Gross	$ 11,713.1	$ 11,605.0
Definite-lived intangible assets, Accumulated Amortization	(3,098.7)	(2,755.3)
Definite-lived intangible assets, Net	8,614.4	8,849.7
Total intangible assets, Gross	11,870.0	11,761.9
Other intangible assets, net	8,771.3	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	7,806.1	7,819.9
Definite-lived intangible assets, Accumulated Amortization	(1,348.3)	(1,177.2)
Definite-lived intangible assets, Net	6,457.8	6,642.7
Technology and content
Goodwill And Intangible Assets [Line Items]
Definite-lived intangible assets, Gross	2,827.1	2,798.3
Definite-lived intangible assets, Accumulated Amortization	(1,127.9)	(1,009.1)
Definite-lived intangible assets, Net	1,699.2	1,789.2
Computer software
Goodwill And Intangible Assets [Line Items]
Definite-lived intangible assets, Gross	991.2	897.9
Definite-lived intangible assets, Accumulated Amortization	(566.7)	(516.4)
Definite-lived intangible assets, Net	424.5	381.5
Trade names and other
Goodwill And Intangible Assets [Line Items]
Definite-lived intangible assets, Gross	88.7	88.9
Definite-lived intangible assets, Accumulated Amortization	(55.8)	(52.6)
Definite-lived intangible assets, Net	$ 32.9	$ 36.3

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Other Intangible Assets, Net and Goodwill - Other Intangible Assets, Net Narrative (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 179.9	$ 172.7	$ 354.4	$ 339.4

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Other Intangible Assets, net and Goodwill - Change in the Carrying Amount of Goodwill (Details) $ in Millions	6 Months Ended
	Jun. 30, 2024 USD ($)
Goodwill [Roll Forward]
Goodwill, beginning balance	$ 2,023.7
Acquisition	15.8
Goodwill impairment	(302.8)
Impact of foreign currency fluctuations	(0.2)
Goodwill, ending balance	1,736.5
A&G Segment
Goodwill [Roll Forward]
Goodwill, beginning balance	1,109.8
Impact of foreign currency fluctuations	(0.2)
Goodwill, ending balance	1,109.6
IP Segment
Goodwill [Roll Forward]
Goodwill, beginning balance	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)

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Derivative Instruments - Narrative (Details) € in Millions, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2024 EUR (€)	Dec. 31, 2023 USD ($)
Interest rate swap
Derivative [Line Items]
Notional value	$ 756.6		$ 756.6
Pre-tax gain expected to be reclassified within 12 months			14.8
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	145.5		145.5			$ 140.5
Loss (gain) from the mark to market adjustment	$ 0.6	$ 2.9	$ 2.3	$ (0.3)
Foreign Exchange Contract | Maximum
Derivative [Line Items]
Term of contract	180 days

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Derivative Instruments - Fair Value (Details) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Derivatives, Fair Value [Line Items]
Asset Derivatives	$ 26.1	$ 23.1
Liability Derivatives	1.2	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	24.8	17.7
Cross currency swap | Noncurrent assets | Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Asset Derivatives	1.2	0.0
Cross currency swap | Other non-current liabilities | Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Liability Derivatives	0.0	2.0
Foreign currency forward | Not Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Asset Derivatives	0.1	1.3
Foreign currency forward | Accrued expenses and other current liabilities | Not Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Liability Derivatives	$ 1.2	$ 0.1

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Debt - Summary of Indebtedness (Details) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Finance lease, Effective Interest Rate	6.936%	6.936%
Finance lease, Carrying Value	$ 30.0	$ 30.3
Total debt outstanding	4,717.2	4,770.3
Debt discounts and issuance costs	(59.1)	(48.0)
Current portion of long-term debt	(22.8)	(1.2)
Long-term debt	$ 4,635.3	$ 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	8.094%	8.206%
Carrying Value	$ 0.0	$ 0.0
Term Loan Facility
Debt Instrument [Line Items]
Effective Interest Rate	8.094%	8.47%
Carrying Value	$ 2,144.6	$ 2,197.4

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Debt - The Credit Facilities, Revolving Credit Facility and Term Loan Facility (2026) (Details) - USD ($) $ in Millions	1 Months Ended	6 Months Ended		12 Months Ended
	Jan. 31, 2024	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Debt Instrument [Line Items]
Repayment of long-term debt		$ 52.7	$ 150.0
Level 2
Debt Instrument [Line Items]
Fair vale of company's debt		4,548.6		$ 4,615.3
Revolving Credit Facility
Debt Instrument [Line Items]
Collateralized amount		7.6
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
Annual equivalent amortization percentage	1.00%
Term Loan Facility | Term SOFR
Debt Instrument [Line Items]
Interest rate spread (as a percent)		2.75%		3.00%

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Shareholders' Equity - Narrative (Details) - $ / shares		6 Months Ended
	Jun. 03, 2024	Jun. 30, 2024	Dec. 31, 2023
Class of Stock [Line Items]
Ordinary shares, outstanding (in shares)		724,100,000	666,100,000
Ordinary shares, issued (in shares)		724,100,000	666,100,000
Ordinary shares, par value (in dollars per share)		$ 0	$ 0
Preferred stock, dividend rate (as a percent)	5.25%	5.25%
Preferred Stock, Convertible, Terms	3.8462
Stock Issued During Period, Shares, Conversion of Convertible Securities	55,300,000
Preferred stock, outstanding (in shares)	14,400,000	0	14,400,000

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Shareholders' Equity - Accumulated Other Comprehensive Income (Loss) Roll forward (Details) - USD ($) $ in Millions	3 Months Ended				6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance at beginning of the period	$ 5,888.4	$ 5,992.3	$ 6,959.3	$ 6,812.5	$ 5,992.3	$ 6,812.5
Other comprehensive income (loss) before reclassifications					12.4	196.2
Reclassifications from AOCI/ AOCL to net earnings					(14.1)	(17.9)
Other comprehensive income (loss), net of tax	15.3	(17.0)	89.9	88.4	(1.7)	178.3
Balance at end of the period	5,604.6	5,888.4	6,938.3	6,959.3	5,604.6	6,938.3
Accumulated Other Comprehensive Income (Loss)
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance at beginning of the period	(512.3)	(495.3)	(577.5)	(665.9)	(495.3)	(665.9)
Other comprehensive income (loss), net of tax	15.3	(17.0)	89.9	88.4
Balance at end of the period	(497.0)	(512.3)	(487.6)	(577.5)	(497.0)	(487.6)
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					15.7	12.8
Reclassifications from AOCI/ AOCL to net earnings					(13.5)	(17.9)
Other comprehensive income (loss), net of tax					2.2	(5.1)
Balance at end of the period	18.4		33.0		18.4	33.0
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	0.0
Reclassifications from AOCI/ AOCL to net earnings					0.0	0.0
Other comprehensive income (loss), net of tax					0.0	0.0
Balance at end of the period	0.4		1.5		0.4	1.5
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					(3.3)	183.4
Reclassifications from AOCI/ AOCL to net earnings					(0.6)	0.0
Other comprehensive income (loss), net of tax					(3.9)	183.4
Balance at end of the period	$ (515.8)		$ (522.1)		$ (515.8)	$ (522.1)

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Private Placement Warrants - Narrative (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	Jun. 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

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Restructuring and Other Impairments (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended		15 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024
Restructuring Reserve [Roll Forward]
Restructuring Reserve, Beginning Balance			$ 7.3	$ 11.6
Expenses recorded	$ 0.7	$ 12.2	10.2	21.6
Payments made			(18.3)	(24.9)
Noncash items			2.6	(3.5)
Restructuring Reserve, Ending Balance	1.8	4.8	1.8	4.8	$ 1.8
Academia & Government
Restructuring Reserve [Roll Forward]
Expenses recorded	(0.2)	5.8	3.7	10.9
Intellectual Property
Restructuring Reserve [Roll Forward]
Expenses recorded	0.4	3.3	3.0	6.0
Life Sciences & Healthcare
Restructuring Reserve [Roll Forward]
Expenses recorded	0.5	3.1	3.5	4.7
Severance and related benefit costs:
Restructuring Reserve [Roll Forward]
Restructuring Reserve, Beginning Balance			5.9	11.5
Expenses recorded	2.6	9.9	12.0	19.2
Payments made			(15.5)	(23.4)
Noncash items			(0.7)	(2.7)
Restructuring Reserve, Ending Balance	1.7	4.6	1.7	4.6	1.7
Exit and disposal costs:
Restructuring Reserve [Roll Forward]
Expenses recorded	0.1	0.0	0.2	0.1
Lease abandonment costs:
Restructuring Reserve [Roll Forward]
Expenses recorded	(2.0)	2.3	(2.0)	2.3
Exit, Disposal and Abandonment Costs
Restructuring Reserve [Roll Forward]
Restructuring Reserve, Beginning Balance			1.4	0.1
Expenses recorded			(1.8)	2.4
Payments made			(2.8)	(1.5)
Noncash items			3.3	(0.8)
Restructuring Reserve, Ending Balance	0.1	0.2	0.1	0.2	0.1
Segment Optimization Program
Restructuring Cost and Reserve [Line Items]
Expected additional restructuring costs	8.0		8.0		8.0
Restructuring Reserve [Roll Forward]
Expenses recorded					$ 27.4
Segment Optimization Program | Academia & Government
Restructuring Reserve [Roll Forward]
Expenses recorded	(0.2)	1.6	3.8	1.6
Segment Optimization Program | Intellectual Property
Restructuring Reserve [Roll Forward]
Expenses recorded	0.4	1.4	3.0	1.4
Segment Optimization Program | Life Sciences & Healthcare
Restructuring Reserve [Roll Forward]
Expenses recorded	0.5	1.6	3.5	1.6
Segment Optimization Program | Severance and related benefit costs:
Restructuring Reserve [Roll Forward]
Expenses recorded	2.6	2.3	12.1	2.3
Segment Optimization Program | Exit and disposal costs:
Restructuring Reserve [Roll Forward]
Expenses recorded	0.1	0.0	0.2	0.0
Segment Optimization Program | Lease abandonment costs:
Restructuring Reserve [Roll Forward]
Expenses recorded	(2.0)	2.3	(2.0)	2.3
ProQuest Acquisition Integration Program | Academia & Government
Restructuring Reserve [Roll Forward]
Expenses recorded	0.0	4.2	(0.1)	9.3
ProQuest Acquisition Integration Program | Intellectual Property
Restructuring Reserve [Roll Forward]
Expenses recorded	0.0	1.9	0.0	4.6
ProQuest Acquisition Integration Program | Life Sciences & Healthcare
Restructuring Reserve [Roll Forward]
Expenses recorded	0.0	1.5	0.0	3.1
ProQuest Acquisition Integration Program | Severance and related benefit costs:
Restructuring Reserve [Roll Forward]
Expenses recorded	0.0	7.6	(0.1)	16.9
ProQuest Acquisition Integration Program | Exit and disposal costs:
Restructuring Reserve [Roll Forward]
Expenses recorded	$ 0.0	$ 0.0	$ 0.0	$ 0.1

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Other Operating Expense (Income), Net (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 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)	4.4	11.7	4.6	32.3
Miscellaneous expense (income), net	0.2	2.8	1.8	(0.4)
Other operating expense (income), net	3.6	14.5	21.2	(17.5)
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	$ (1.0)	$ 0.0	$ 14.8	$ 0.0

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Income Taxes (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Tax Disclosure [Abstract]
Provision (benefit) for income taxes	$ (6.8)	$ (35.3)	$ 8.2	$ (98.9)
Income (loss) before income taxes	(311.1)	(158.4)	(371.1)	(178.5)
Tax (benefit) on settlement of tax dispute				(70.4)
Income tax benefit due to impairment of intangible assets	$ 14.2	33.0	$ 14.2	33.0
Tax (benefit) due to release in valuation allowance		$ (17.1)		$ (17.1)

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Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended				6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Basic EPS
Net income (loss)	$ (304.3)	$ (75.0)	$ (123.1)	$ 43.5	$ (379.3)	$ (79.6)
Dividends on preferred shares	12.5		18.6		31.3	37.4
Net income (loss) attributable to ordinary shares	$ (316.8)		$ (141.7)		$ (410.6)	$ (117.0)
Weighted average shares, basic (in shares)	685.6		675.9		676.2	675.4
Basic EPS (in dollars per share)	$ (0.46)		$ (0.21)		$ (0.61)	$ (0.17)
Diluted EPS
Net income (loss) attributable to ordinary shares	$ (316.8)		$ (141.7)		$ (410.6)	$ (117.0)
Change in fair value of private placement warrants	0.0		0.0		0.0	0.0
Net income (loss) attributable to ordinary shares, diluted	$ (316.8)		$ (141.7)		$ (410.6)	$ (117.0)
Weighted average shares, basic (in shares)	685.6		675.9		676.2	675.4
Weighted average effect of potentially dilutive shares (in shares)	0.0		0.0		0.0	0.0
Weighted average shares, diluted (in shares)	685.6		675.9		676.2	675.4
Diluted EPS (in dollars per share)	$ (0.46)		$ (0.21)		$ (0.61)	$ (0.17)

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Earnings Per Share - Narrative (Details) - shares shares in Millions		3 Months Ended		6 Months Ended
	Jun. 03, 2024	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 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)		22.5	30.0	26.2	30.7

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Segment Information - Narrative (Details)	6 Months Ended
	Jun. 30, 2024 segment
Segment Reporting [Abstract]
Number of reportable segments	3

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Segment Information - Revenue by Reportable Segment (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Disaggregation of Revenue
Total Revenues	$ 650.3	$ 668.8	$ 1,271.5	$ 1,297.9
Academia & Government
Disaggregation of Revenue
Total Revenues	344.5	342.0	662.2	656.7
Intellectual Property
Disaggregation of Revenue
Total Revenues	201.6	216.3	402.5	425.4
Life Sciences & Healthcare
Disaggregation of Revenue
Total Revenues	$ 104.2	$ 110.5	$ 206.8	$ 215.8

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Segment Information - Adjusted EBITDA by Segment (Details) - USD ($) $ in Millions	3 Months Ended				6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Segment Reporting Information [Line Items]
Total Adjusted EBITDA	$ 274.4		$ 284.9		$ 510.7	$ 537.6
Provision (benefit) for income taxes	6.8		35.3		(8.2)	98.9
Depreciation and amortization	(184.4)		(178.1)		(363.8)	(350.7)
Interest expense, net	(71.1)		(73.0)		(141.3)	(146.6)
Transaction related costs	(3.1)		(0.7)		(7.5)	(2.4)
Share-based compensation expense	(18.9)		(30.5)		(34.3)	(71.7)
Goodwill and intangible asset impairments	(302.8)		(135.2)		(302.8)	(135.2)
Restructuring and other impairments	(0.7)		(12.2)		(10.2)	(21.6)
Restructuring and other impairments	(0.7)		(12.2)		(10.2)	(21.6)
Fair value adjustment of warrants	0.0		2.9		5.2	1.8
Other	(4.5)		(16.5)		(27.1)	10.3
Net income (loss)	(304.3)	$ (75.0)	(123.1)	$ 43.5	(379.3)	(79.6)
Dividends on preferred shares	(12.5)		(18.6)		(31.3)	(37.4)
Net income (loss) attributable to ordinary shares	(316.8)		(141.7)		(410.6)	(117.0)
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	(1.0)		0.0		14.8	0.0
Academia & Government
Segment Reporting Information [Line Items]
Total Adjusted EBITDA	152.1		146.8		275.6	272.2
Restructuring and other impairments	0.2		(5.8)		(3.7)	(10.9)
Intellectual Property
Segment Reporting Information [Line Items]
Total Adjusted EBITDA	89.1		100.1		172.2	194.7
Restructuring and other impairments	(0.4)		(3.3)		(3.0)	(6.0)
Life Sciences & Healthcare
Segment Reporting Information [Line Items]
Total Adjusted EBITDA	33.2		38.0		62.9	70.7
Restructuring and other impairments	$ (0.5)		$ (3.1)		$ (3.5)	$ (4.7)

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Commitments and Contingencies (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 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