10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2020

☐ 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

(State or other jurisdiction of incorporation or organization)

Not applicable

(I.R.S. Employer Identification No.)

Friars House
160 Blackfriars Road
London	SE1 8EZ
United Kingdom
(Address of principal executive offices)

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

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

Title of each class	Trading Symbol(s)	Name of exchange on which registered
Ordinary shares	CCC	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Exchange Act: None

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 and post 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 Securities Exchange Act of 1934).    Yes ☐    No ☒

The number of ordinary shares of the Company outstanding as of July 28, 2020 was 387,366,886.

DOCUMENTS INCORPORATED BY REFERENCE

None

Table of Contents

	Page
Part I. Financial Information	6
Item 1. Financial Statements (Unaudited)	6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	36
Item 3. Quantitative and Qualitative Disclosures About Market Risk	57
Item 4. Controls and Procedures	58
PART II. Other Information	59
Item 1. Legal Proceedings	59
Item 1A. Risk Factors	60
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	60
Item 3. Defaults Upon Senior Securities	60
Item 4. Mine Safety Disclosures	61
Item 5. Other Information	61
Item 6. Exhibits	61
SIGNATURES	62

2

Cautionary Statement Regarding Forward-looking Statements

This interim 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.” 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 interim 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 ability to make, consummate and integrate acquisitions, including the DRG acquisition and our planned combination with CPA Global, and realize any expected benefits or effects of any acquisitions or the timing, final purchase price, costs associated with achieving synergies or integration or consummation of any acquisitions, including the DRG acquisition and the CPA Global combination;

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

•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 and changing regulatory requirements;

•our ability to achieve all expected benefits from the items reflected in the adjustments included in Standalone Adjusted EBITDA, a non-GAAP measure;

•our ability to achieve operational cost improvements and other anticipated benefits of our merger with Churchill Capital Corp in 2019;

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

•increased accessibility to free or relatively inexpensive information sources;

•our ability to maintain high annual revenue renewal rates as recurring subscription-based arrangements generate a significant percentage of our revenues;

•any significant disruption in or unauthorized access to our computer systems or those of third parties that we utilize in our operations, including those relating to cybersecurity or arising from cyber-attacks;

•our reliance on our own and third-party telecommunications, data centers and network systems, as well as the Internet;

•potential adverse tax consequences resulting from the international scope of our operations, corporate structure and financing structure;

•increased risks resulting from our international operations, including from pandemics such as the COVID-19 global public health crisis;

•our ability to comply with various trade restrictions, such as sanctions and export controls, resulting from our international operations;

3

•our ability to comply with the anti-corruption laws of the United States and various international jurisdictions;

•the United Kingdom’s withdrawal from the EU;

•government and agency demand for our products and services and our ability to comply with government contracting regulations;

•changes in legislation and regulation, which may impact how we provide products and services and how we collect and use information, particularly relating to the use of personal data;

•actions by governments that restrict access to our platform in their countries;

•potential intellectual property infringement claims;

•our ability to operate in a litigious environment;

•our potential need to recognize impairment charges related to goodwill, identified intangible assets and fixed assets;

•our ability to make timely and accurate financial disclosure and maintain effective systems of internal controls;

•our substantial indebtedness, which could adversely affect our financial condition, limit our ability to raise additional capital to fund our operations and prevent us from fulfilling our obligations under our indebtedness; and

•other factors beyond our control, including the impact from COVID-19.

The forward-looking statements contained in this interim 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 under the heading “Item 1A. Risk Factors.” Should one or more of these risks or uncertainties 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 will 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.

4

Note on Defined Terms and Presentation

We employ a number of defined terms in this interim report for clarity and ease of reference, which we have capitalized so that you may recognize them as such. Generally, we explain a defined term the first time it is used. As used throughout this interim 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; “Baring” refers to the affiliated funds of Baring Private Equity Asia Pte Ltd that from time to time hold our ordinary shares; and “Onex” refers to the affiliates of Onex Partners Advisor LP that from time to time hold our ordinary shares.

Unless otherwise indicated, dollar amounts throughout this interim report are presented in thousands of dollars, except for share and per share amounts.

Website and Social Media Disclosure

We use our website (www.clarivate.com) and corporate Twitter account (@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 Twitter account 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 interim report or in any other report or document we file with the SEC, and any references to our website or our social media channels are intended to be inactive textual references only.

Foreign Private Issuer Status and Financial Presentation

We currently qualify as a foreign private issuer (“FPI”) under the rules of the SEC. We anticipate that we will no longer retain FPI status after December 31, 2020. However, even though we qualify as an FPI, we report our financial results in accordance with U.S. generally accepted accounting principles (“GAAP”) and, we have elected to file our periodic and current reports on Forms 10-K, 10-Q and 8-K.

Industry and Market Data

The market data and other statistical information used throughout this interim report are based on industry publications and surveys, public filings and various government sources. Industry publications and surveys generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of the included information. Statements as to our ranking, market position and market estimates (including estimates of the sizes and future growth rates of our markets) are based on independent industry publications, government publications, third-party forecasts and management’s good faith estimates and assumptions about our markets and our internal research. We have not independently verified such third-party information nor have we ascertained the underlying economic assumptions relied upon in those sources, and we are unable to assure you of the accuracy or completeness of such information contained in this interim report. While we are not aware of any misstatements regarding our market, industry or similar data presented herein, such data involve risks and uncertainties and are subject to change based on various factors. See “Item 1A. Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” in this interim report.

5

PART I. Financial Information

Item 1. Financial Statements and Supplementary Data

CLARIVATE PLC

Interim Condensed Consolidated Balance Sheets (Unaudited)

(In thousands, except share data)

	June 30, 2020		December 31, 2019
Assets
Current assets:
Cash and cash equivalents	$	608,522	$	76,130
Restricted cash	2,010		9
Accounts receivable, net of allowance for doubtful accounts of $11,074 and $16,511 at June 30, 2020 and December 31, 2019, respectively	279,160		333,858
Prepaid expenses	51,440		40,710
Other current assets	18,960		11,750
Assets held for sale	—		30,619
Total current assets	960,092		493,076
Computer hardware and other property, net	24,324		18,042
Other intangible assets, net	2,261,549		1,828,640
Goodwill	1,824,258		1,328,045
Other non-current assets	22,178		18,632
Deferred income taxes	17,161		19,488
Operating lease right-of-use assets	100,622		85,448
Total Assets	$	5,210,184	$	3,791,371
Liabilities and Shareholders’ equity
Current liabilities:
Accounts payable	$	22,068	$	26,458
Accrued expenses and other current liabilities	228,474		159,217
Current portion of deferred revenues	424,187		407,325
Current portion of operating lease liabilities	24,067		22,130
Current portion of long-term debt	12,600		9,000
Liabilities held for sale	—		26,868
Total current liabilities	711,396		650,998
Long-term debt	1,913,214		1,628,611
Non-current portion of deferred revenues	19,116		19,723
Other non-current liabilities	16,959		18,891
Deferred income taxes	86,247		48,547
Operating lease liabilities	80,663		64,189
Total liabilities	2,827,595		2,430,959
Commitments and contingencies
Shareholders’ equity:
Ordinary Shares, no par value; unlimited shares authorized at June 30, 2020 and December 31, 2019; 387,335,119 and 306,874,115 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively;	3,326,267		2,208,529
Accumulated other comprehensive loss	(15,629)		(4,879)
Accumulated deficit	(928,049)		(843,238)
Total shareholders’ equity	2,382,589		1,360,412
Total Liabilities and Shareholders’ equity	$	5,210,184	$	3,791,371

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

6

CLARIVATE PLC

Interim Condensed Consolidated Statements of Operations (Unaudited)

(In thousands, except share and per share data)

	Three Months Ended June 30,
	2020		2019
Revenues, net	$	273,500	$	242,309
Operating costs and expenses:
Cost of revenues, excluding depreciation and amortization	(90,859)		(87,629)
Selling, general and administrative costs, excluding depreciation and amortization	(88,482)		(92,453)
Share-based compensation expense	(6,856)		(33,932)
Depreciation	(2,904)		(2,131)
Amortization	(53,241)		(40,932)
Transaction expenses	(8,527)		(23,158)
Transition, integration and other related expenses	(1,320)		(5,262)
Restructuring and impairment	(15,846)		—
Other operating income, net	8,781		6,607
Total operating expenses	(259,254)		(278,890)
Income (loss) from operations	14,246		(36,581)
Interest expense, net	(21,122)		(37,468)
Loss before income tax	(6,876)		(74,049)
Benefit (provision) for income taxes	5,385		(3,712)
Net loss	$	(1,491)	$	(77,761)
Per Share
Basic and diluted	$	0.00	$	(0.29)
Weighted-average shares outstanding
Basic and diluted	375,877,260		264,762,720

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

7

CLARIVATE PLC

Interim Condensed Consolidated Statements of Operations (Unaudited)

(In thousands, except share and per share data)

	Six Months Ended June 30,
	2020		2019
Revenues, net	$	514,092	$	476,334
Operating costs and expenses:
Cost of revenues, excluding depreciation and amortization	(173,258)		(176,896)
Selling, general and administrative costs, excluding depreciation and amortization	(175,430)		(184,749)
Share-based compensation expense	(24,325)		(37,108)
Depreciation	(5,233)		(4,182)
Amortization	(102,353)		(97,038)
Transaction expenses	(35,216)		(33,428)
Transition, integration and other related expenses	(3,552)		(6,423)
Restructuring and impairment	(23,600)		—
Other operating income, net	14,813		990
Total operating expenses	(528,154)		(538,834)
Loss from operations	(14,062)		(62,500)
Interest expense, net	(52,062)		(70,569)
Loss before income tax	(66,124)		(133,069)
Provision for income taxes	(9,368)		(3,952)
Net loss	$	(75,492)	$	(137,021)
Per Share:
Basic and diluted	$	(0.21)	$	(0.57)
Weighted-average shares outstanding
Basic and diluted	359,503,556		241,275,061

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

8

CLARIVATE PLC

Interim Condensed Consolidated Statements of Comprehensive Loss (Unaudited)

(In thousands)

	Three Months Ended June 30,
	2020		2019
Net loss	$	(1,491)	$	(77,761)
Other comprehensive loss, net of tax:
Interest rate swaps	(254)		(3,845)
Actuarial gain (loss)	25		(8)
Foreign currency translation adjustments	(2,051)		(8)
Total other comprehensive loss, net of tax	(2,280)		(3,861)
Comprehensive loss	$	(3,771)	$	(81,622)

	Six Months Ended June 30,
	2020		2019
Net loss	$	(75,492)	$	(137,021)
Other comprehensive loss, net of tax:
Interest rate swaps	(3,144)		(5,791)
Actuarial loss	(42)		(8)
Foreign currency translation adjustments	(7,564)		(1,832)
Total other comprehensive loss, net of tax	(10,750)		(7,631)
Comprehensive loss	$	(86,242)	$	(144,652)

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

9

CLARIVATE PLC

Interim Condensed Consolidated Statement of Changes in Equity (Unaudited)

(In thousands, except share data)

	Ordinary Shares			Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Shareholders’ Equity
	Shares	Amount
Balance at December 31, 2018, as originally reported	1,646,223	$	1,677,510	$	5,358	$	(632,261)	$	1,050,607
Conversion of units of share capital	215,880,202	—		—		—		—
Balance at December 31, 2018, as recasted	217,526,425	1,677,510		5,358		(632,261)		1,050,607
Issuance of ordinary shares, net	2	—		—		—		—
Share-based award activity	—	3,176		—		—		3,176
Net loss	—	—		—		(59,260)		(59,260)
Comprehensive loss	—	—		(3,770)		—		(3,770)
Balance at March 31, 2019	217,526,427	1,680,686		1,588		(691,521)		990,753
Tax Receivable Agreement	—	(264,600)		—		—		(264,600)
Issuance of common stock, net	(7,929)	137		—		—		137
Merger recapitalization	87,749,999	678,054		—		—		678,054
Share-based award activity	—	33,932		—		—		33,932
Net loss	—	—		—		(77,761)		(77,761)
Comprehensive loss	—	—		(3,861)		—		(3,861)
Balance at June 30, 2019	305,268,497	$	2,128,209	$	(2,273)	$	(769,282)	$	1,356,654
Balance at December 31, 2019	306,874,115	$	2,208,529	$	(4,879)	$	(843,238)	$	1,360,412
Adjustment to opening Accumulated deficit related to adoption of ASC Topic 326	—	—		—		(9,319)		(9,319)
Exercise of public warrants	28,880,098	277,526		—		—		277,526
Exercise of stock options	3,715,455	1,182		—		—		1,182
Vesting of restricted stock units	169,842	—		—		—		—
Shares returned to the Company for net share settlements	(2,301,458)	(10,302)		—		—		(10,302)
Issuance of ordinary shares, net	27,600,000	539,714		—		—		539,714
Share-based award activity	—	16,384		—		—		16,384
Net loss	—	—		—		(74,001)		(74,001)
Comprehensive loss	—	—		(8,470)		—		(8,470)
Balance at March 31, 2020	364,938,052	3,033,033		(13,349)		(926,558)		2,093,126
Exercise of stock options	3,723,332	—		—		—		—
Vesting of restricted stock units	2,528	—		—		—		—
Shares returned to the Company for net share settlements	(2,311,293)	(15,118)		—		—		(15,118)
Issuance of ordinary shares, net	20,982,500	304,030		—		—		304,030
Share-based award activity	—	4,322		—		—		4,322
Net loss	—	—		—		(1,491)		(1,491)
Comprehensive loss	—	—		(2,280)		—		(2,280)
Balance at June 30, 2020	387,335,119	$	3,326,267	$	(15,629)	$	(928,049)	$	2,382,589

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

10

CLARIVATE PLC

Interim Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

	Six Months Ended June 30,
	2020		2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(75,492)	$	(137,021)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	107,586		101,220
Allowance for doubtful accounts and credit losses	787		2,478
Gain on sale of line of business	(395)		—
Deferred income tax benefit	(6,641)		(4,603)
Share-based compensation	20,824		37,108
Restructuring and impairment	4,771		—
Deferred finance charges	2,072		13,144
Other operating activities	(8,568)		(1,492)
Changes in operating assets and liabilities:
Accounts receivable	93,036		57,607
Prepaid expenses	(6,693)		(7,125)
Other assets	58,218		3,919
Accounts payable	(5,851)		(8,018)
Accrued expenses and other current liabilities	(15,379)		(28,827)
Deferred revenue	(6,073)		19,404
Operating lease right of use assets	4,698		6,297
Operating lease liabilities	(5,439)		(6,434)
Other liabilities	(53,899)		(4,770)
Net cash provided by operating activities	107,562		42,887
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(52,651)		(24,871)
Acquisition, net of cash acquired	(885,323)		—
Proceeds from sale of product line, net of restricted cash	3,751		—
Acquisition of intangible assets	(5,982)		—
Net cash used in investing activities	(940,205)		(24,871)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of principal on long-term debt	(6,300)		(637,672)
Repayment of revolving credit facility	(65,000)		(50,000)
Proceeds of revolving credit facility	—		5,000
Proceeds from reverse recapitalization	—		682,087
Contingent purchase price payment	(4,115)		—
Payment of debt issuance costs	(5,267)		—
Proceeds from issuance of debt	360,000		—
Proceeds from issuance of ordinary shares	843,766		—
Proceeds from warrant exercises	277,526		—
Proceeds from stock options exercised	1,182		137
Payments related to tax withholding for stock-based compensation	(25,538)		—
Net cash provided by (used in) financing activities	1,376,254		(448)
Effect of exchange rate changes on cash and cash equivalents, and restricted cash	(9,218)		(80)
Net increase in cash and cash equivalents, and restricted cash	534,393		17,488
Beginning of period:
Cash and cash equivalents	76,130		25,575
Restricted cash	9		9

11

CLARIVATE PLC

Interim Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

	Six Months Ended June 30,
	2020		2019
Total cash and cash equivalents, and restricted cash, beginning of period	76,139		25,584
Cash and cash equivalents, and restricted cash, end of period	610,532		43,072
Cash and cash equivalents	608,522		43,063
Restricted cash	2,010		9
Total cash and cash equivalents, and restricted cash, end of period	$	610,532	$	43,072
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest	$	42,187	$	57,551
Cash paid for income tax	$	8,028	$	14,573
Capital expenditures included in accounts payable	$	1,819	$	7,697
Tax receivable agreement included in liabilities	$	—	$	264,600
Assets received as reverse recapitalization capital	$	—	$	1,877
Liabilities assumed as reduction of reverse recapitalization capital	$	—	$	5,910

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

12

CLARIVATE PLC

Notes to Interim Condensed Consolidated Financial Statements (Unaudited)

(Amounts in thousands, except share and per share data)

Note 1: Background and Nature of Operations

Clarivate Plc (“Clarivate,” “us,” “we,” “our,” or the “Company”), a public limited company organized under the laws of Jersey, Channel Islands. We were initially registered on January 7, 2019, and at our 2020 annual general meeting, our shareholders approved a change of our corporate name from “Clarivate Analytics Plc” to “Clarivate Plc”. Pursuant to the definitive agreement entered into to effect a merger between Camelot Holdings (Jersey) Limited ("Jersey") and Churchill Capital Corp, a Delaware corporation, ("Churchill") (the “2019 Transaction”), the Company was formed for the purposes of completing the 2019 Transaction and related transitions and carrying on the business of Jersey, and its subsidiaries.

The Company is a provider of proprietary and comprehensive content, analytics, professional services and workflow solutions that enables users across government and academic institutions, life science companies and research and development (“R&D”) intensive corporations to discover, protect and commercialize their innovations. Our Science Product Group consists of our Web of Science and Life Science Product Lines. Both Product Lines provide curated, high-value, structured information that is delivered and embedded into the workflows of our customers, which include research intensive corporations, life science organizations and universities world-wide. Our Intellectual Property ("IP") Product Group consists of our Derwent, CompuMark and MarkMonitor Product Lines. These Product Lines help manage customer’s end-to-end portfolios of intellectual property from patents to trademarks to corporate website domains.

In January 2019, we entered into an Agreement and Plan of Merger (as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated February 26, 2019, and Amendment No. 2 to the Agreement and Plan of Merger, dated March 29, 2019, collectively, the “Merger Agreement”) by and among Churchill, Jersey, CCC Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Clarivate (“Delaware Merger Sub”), Camelot Merger Sub (Jersey) Limited, a private limited company organized under the laws of Jersey, Channel Islands and wholly owned subsidiary of Clarivate (“Jersey Merger Sub”), and the Company, which, among other things, provided for (i) Jersey Merger Sub to be merged with and into Jersey with Jersey being the surviving company in the merger (the “Jersey Merger”) and (ii) Delaware Merger Sub to be merged with and into Churchill with Churchill being the surviving corporation in the merger (the “Delaware Merger”), and together with the Jersey Merger, the “Mergers”.

On May 13, 2019, the 2019 Transaction was consummated, and Clarivate became the sole managing member of Jersey, operating and controlling all of the business and affairs of Jersey, through Jersey and its subsidiaries. Following the consummation of the 2019 Transaction on May 13, 2019, the Company’s ordinary shares and warrants began trading on the New York Stock Exchange.

The 2019 Transaction was accounted for as a reverse recapitalization in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). Under this method of accounting Churchill was treated as the "acquired" company for financial reporting purposes. This determination was primarily based on post 2019 Transaction relative voting rights, composition of the governing board, size of the two entities pre-merger, and intent of the 2019 Transaction. Accordingly, for accounting purposes, the 2019 Transaction was treated as the equivalent of the Company issuing stock for the net assets of Churchill. The net assets of Churchill, were stated at historical cost, with no goodwill or other intangible assets resulting from the 2019 Transaction. Reported amounts from operations included herein prior to the 2019 Transaction are those of Jersey.

In February 2020, the Company consummated a public offering of 27,600,000 ordinary shares at $20.25 per share. After this offering, Onex Corporation and Baring Private Equity Asia Limited ("BPEA") continued to beneficially own approximately 38.3% of the Company’s ordinary shares, down from approximately 70.8% of the ordinary shares beneficially owned by Onex and BPEA immediately after the closing of our merger with Churchill Capital Corp in 2019.

In June 2020, the Company consummated a public offering of 50,400,000 of our ordinary shares at a share price of $22.50 per share. Of the 50,400,000 ordinary shares, 14,000,000 were ordinary shares offered by Clarivate and 36,400,000 were ordinary shares offered by selling shareholders. The Company received approximately $304,030 in net proceeds from the sale of its ordinary shares, after deducting underwriting discounts and estimated offering expenses payable. We intend to use the net proceeds of the offering received by us for general corporate purposes.

13

CLARIVATE PLC

Notes to Interim Condensed Consolidated Financial Statements (Unaudited)

(Amounts in thousands, except share and per share data)

The Company did not receive any proceeds from the sale of ordinary shares by the selling shareholders. After the offering, Onex and Baring continued to own approximately 18.4% and 7.2%, respectively, of the Company's ordinary shares, down from 38.3% owned subsequent to the February 2020 offering.

Risks and Uncertainties

In March 2020, the World Health Organization characterized COVID-19 as a pandemic. The rapid spread of COVID-19 and the continuously evolving responses to combat it have had an increasingly negative impact on the global economy. In view of the rapidly changing business environment, market volatility and heightened degree of uncertainty resulting from COVID-19, we are currently unable to fully determine its future impact on our business. However, we continue to assess the potential effect on our financial position, results of operations, and cash flows. If the global pandemic continues to evolve into a prolonged crisis, the effects could have an adverse impact on the Company's results of operations, financial condition and cash flows.

Note 2: Basis of Presentation

The accompanying unaudited Interim Condensed Consolidated Financial Statements were prepared in conformity with U.S. GAAP. The Interim Condensed Consolidated Financial Statements do not include all of the information or notes necessary for a complete presentation in accordance with U.S. GAAP. Accordingly, these Interim Condensed Consolidated Financial Statements should be read in conjunction with the Company’s annual financial statements as of and for the year ended December 31, 2019. The results of operations for the three and six months ended June 30, 2020 and 2019 are not necessarily indicative of the operating results for the full year.

In the opinion of management, the interim financial data includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the results for the interim periods presented. The Interim Condensed Consolidated Financial Statements of the Company include the accounts of all of its subsidiaries. Subsidiaries are entities over which the Company has control, where control is defined as the power to govern financial and operating policies. Generally, the Company has a shareholding of more than 50% of the voting rights in its subsidiaries. The effect of potential voting rights that are currently exercisable are considered when assessing whether control exists. Subsidiaries are fully consolidated from the date control is transferred to the Company, and are de-consolidated from the date control ceases. Intercompany accounts and transactions have been eliminated in consolidation. The U.S. dollar is the Company's reporting currency. As such, the financial statements are reported on a U.S. dollar basis.

Note 3: Summary of 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 “Item 8. – Financial Statements and Supplementary Data – Notes to the Consolidated Financial Statements – Note 3” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which was filed with the SEC on March 2, 2020 (the "Annual Report"), except as noted below.

Accounts Receivable

Through the adoption of ASU 2016-13 and the related standards, the Company revised the policy regarding the recognition of expected credit losses and for our accounts receivables portfolio as follows.

Accounts receivable are recorded at the amount invoiced to customers and do not bear interest. The Company estimates credit losses for trade receivables by aggregating similar customer types together, because they tend to share similar credit risk characteristics, taking into consideration the number of days the receivable is past due. Provision rates for the allowance for doubtful accounts are based upon the historical loss method by evaluating factors such as the length of time receivables that are past due and historical collection experience. Additionally, provision rates are based upon current and future economic and competitive environment factors that could impact the collectability of the receivable. Trade and other receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include past due status greater than 360 days or bankruptcy of the debtor.

Newly Adopted Accounting Standards

14

CLARIVATE PLC

Notes to Interim Condensed Consolidated Financial Statements (Unaudited)

(Amounts in thousands, except share and per share data)

FASB issued new guidance, ASU 2016-13 and various other related issuances, related to measurement of credit losses on financial instruments which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. This new guidance replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. The Company has determined that the impact of this new accounting guidance will primarily affect our trade receivables. The Company prospectively adopted the standard on January 1, 2020. The adoption of this standard had an impact of $9,319 on the beginning Accumulated deficit balance in the Interim Condensed Consolidated Balance Sheet as of January 1, 2020.

In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, which provides targeted improvements or clarification and correction to the ASU 2016-01 Financial Instruments Overall, ASU 2016-13 Financial Instruments Credit Losses, and ASU 2017-12 Derivatives and Hedging accounting standards updates that were previously issued. The guidance is effective upon adoption of the related standards. The company prospectively adopted the standard on January 1, 2020. This standard did not have a material impact on the Company’s Interim Condensed Consolidated Financial Statements.

In August 2018, the FASB issued guidance, ASU 2018-15, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by the amendments in this update. The Company prospectively adopted the standard on January 1, 2020. The adoption of this standard did not have a material impact on the Company’s Interim Condensed Consolidated Financial Statements. All future capitalized implementation costs incurred related to these hosting arrangements will be recorded as a prepaid asset and as a charge to operating expenses over the expected life of the contract.

Recently Issued Accounting Standards

Except as noted below, there have been no material changes from the recently issued accounting standards previously disclosed in the Annual Report. Please refer to “Item 8. – Financial Statements and Supplementary Data – Notes to the Consolidated Financial Statements – Note 3” section of the Annual Report on Form 10-K for a discussion of the recently issued accounting standards that relate to the Company.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform, which provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The guidance is effective for all entities during the period March 12, 2020 through December 31, 2022. The Company is currently in the process of evaluating the potential impact of the adoption of this standard on its Interim Condensed Consolidated Financial Statements.

Note 4: Business Combinations

On May 13, 2019, the Company completed the 2019 Transaction. Jersey began operations in 2016 as a provider of proprietary and comprehensive content, analytics, professional services and workflow solutions that enables users across government and academic institutions, life science companies and R&D intensive corporations to discover, protect and commercialize their innovations. Churchill was a special purpose acquisition company whose business was to effect a merger, capital stock exchange, asset acquisition, stock purchase reorganization or similar business combination. The shares and earnings per share available to holders of the Company’s ordinary shares, prior to the 2019 Transaction, have been recasted as shares reflecting the exchange ratio established in the 2019 Transaction (1.0 Jersey share to 132.13667 Clarivate shares).

Pursuant to the Merger Agreement, the aggregate stock consideration issued by the Company in the 2019 Transaction was $3,052,500, consisting of 305,250,000 newly issued ordinary shares of the Company valued at $10.00 per share, subject to certain adjustments described below. Of the $3,052,500, the shareholders of Jersey prior to the closing of the 2019 Transaction (the “Company Owners”) received $2,175,000 in the form of 217,500,000 newly issued ordinary shares of the Company. In addition, of the $3,052,500, Churchill public shareholders received $690,000 in the form of 68,999,999 newly issued ordinary shares of the Company. In addition, Churchill Sponsor LLC (the “sponsor”) received $187,500 in the form of 17,250,000 ordinary shares of the Company issued to the

15

CLARIVATE PLC

Notes to Interim Condensed Consolidated Financial Statements (Unaudited)

(Amounts in thousands, except share and per share data)

sponsor, and 1,500,000 additional ordinary shares of the Company were issued to certain investors. See Note 15 — "Shareholders' Equity" for further information.

Upon consummation of the 2019 Transaction, each outstanding share of common stock of Churchill was converted into one ordinary share of the Company. At the closing of the 2019 Transaction, the Company Owners held approximately 74% of the issued and outstanding ordinary shares of the Company and stockholders of Churchill held approximately 26% of the issued and outstanding shares of the Company excluding the impact of (i) 52,800,000 warrants, (ii) approximately 24,806,793 compensatory options issued to the Company's management (based on number of options to purchase Jersey ordinary shares outstanding immediately prior to the 2019 Transaction, after giving effect to the exchange ratio described above) and (iii) 10,600,000 ordinary shares of Clarivate owned of record by the sponsor and available for distribution to certain individuals following the applicable lock-up and vesting restrictions.

Acquisition of Decision Resources Group

On February 28, 2020, we acquired 100% of the assets, liabilities and equity interests of Decision Resources Group ("DRG"), a premier provider of high-value data, analytics and insights products and services to the healthcare industry, from Piramal Enterprises Limited ("PEL"), which is a part of global business conglomerate Piramal Group. The acquisition helps us expand our core businesses and provides us with the potential to grow in the Life Sciences Product Line.

The aggregate consideration paid in connection with the closing of the DRG acquisition was $964,997, comprised of $900,000 of base cash plus $6,100 of adjusted closing cash paid on the closing date and up to 2,895,638 of the Company's ordinary shares to be issued to PEL following the one-year anniversary of closing. The contingent stock consideration was valued at $58,897 on the closing date and will be revalued at each period end. For the three and six months ended June 30, 2020, the fair value of the contingent stock consideration increased by $4,575 and $5,763, respectively, which was recorded to Transaction expenses in the Interim Condensed Consolidated Statement of Operations. The corresponding liability increased to $64,660 as of June 30, 2020 which was recorded to Accrued expenses and other current liabilities in the Interim Condensed Consolidated Balance Sheet. See Note 19 — "Commitments and Contingencies” for more information. The DRG acquisition was accounted for using the acquisition method of accounting. The excess of the purchase price over the net tangible and intangible assets is recorded to Goodwill and primarily reflects the assembled workforce and expected synergies. Goodwill is not deductible for tax purposes. Total transaction costs incurred in connection with the acquisition of DRG were $5,702 and $25,465 for the three and six months ended June 30, 2020, respectively.

The amount of Revenues, net and Net loss resulting from the acquisition that are attributable to the Company's stockholders and included in the Condensed Consolidated Statements of Operations and Comprehensive Loss were as follows:

	Three months ended June 30, 2020
Revenues, net (1)	$	46,663
Net loss attributable to the Company's stockholders	(8,911)
(1) Includes $3,271 of a deferred revenue haircut recognized during the three months ended June 30, 2020.
	Six months ended June 30, 2020
Revenues, net (1)	$	63,707
Net loss attributable to the Company's stockholders	(9,518)
(1) Includes $4,805 of a deferred revenue haircut recognized during the six months ended June 30, 2020.

16

CLARIVATE PLC

Notes to Interim Condensed Consolidated Financial Statements (Unaudited)

(Amounts in thousands, except share and per share data)

The purchase price allocation for this acquisition as of the close date of February 28, 2020 is preliminary and may change upon completion of the determination of the fair value of assets acquired and liabilities assumed. The following table summarizes the preliminary purchase price allocation for this acquisition:

	Total
Accounts receivable	$	52,193
Prepaid expenses	4,295
Other current assets	68,001
Computer hardware and other property	4,302
Other intangible assets(1)	491,366
Other non-current assets	2,960
Operating lease right-of-use assets	25,099
Total assets	$	648,216
Accounts payable	3,474
Accrued expenses and other current liabilities	35,812
Current portion of deferred revenue	35,126
Current portion of operating lease liabilities	5,188
Deferred income taxes	47,467
Non-current portion of deferred revenue	628
Other non-current liabilities	52,908
Operating lease liabilities	20,341
Total liabilities	200,944
Fair value of acquired identifiable assets and liabilities	$	447,272
(1)Includes $3,966 of internally developed software in progress acquired.
Purchase price, net of cash(2)	944,220
Less: Fair value of acquired identifiable assets and liabilities	447,272
Goodwill	$	496,948
(2)The Company acquired cash of $20,777.

The identifiable intangible assets acquired are amortized on a straight-line basis over their estimated useful lives. The following table summarizes the estimated fair value of DRG’s identifiable intangible assets acquired and their remaining weighted-average amortization period (in years):

	Fair Value as of February 28, 2020		Remaining Weighted - Average Amortization Period (in years)
Customer Relationships	$	381,000	17.6
Database and Content	50,200		4.7
Trade names	5,200		4.0
Purchased Software	23,000		6.4
Backlog	28,000		4.0
Total identifiable intangible assets	$	487,400

During the three and six months ended June 30, 2020, there were additional purchase accounting adjustments of $2,100 related to a reduction in the valuation of assumed lease liabilities and a corresponding reduction in goodwill.

Unaudited pro forma information for the Company for the periods presented as if the acquisition had occurred January 1, 2019 is as follows:

17

CLARIVATE PLC

Notes to Interim Condensed Consolidated Financial Statements (Unaudited)

(Amounts in thousands, except share and per share data)

	Three Months Ended June 30,
	2020		2019
Pro forma revenues, net	$	276,771	$	286,137
Pro forma net income (loss) attributable to the Company's stockholders	1,925		(91,455)
	Six Months Ended June 30,
	2020		2019
Pro forma revenues, net	$	542,112	$	553,937
Pro forma net loss attributable to the Company's stockholders	(62,512)		(191,956)

The unaudited pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative of results of operations that would have been achieved had the acquisition taken place on the date indicated, or the future consolidated results of operations of the Company. The pro forma financial information presented above has been derived from the historical condensed consolidated financial statements of the Company and from the historical accounting records of DRG.

The unaudited pro forma results include certain pro forma adjustments to revenue and net loss that were directly attributable to the acquisition, assuming the acquisition had occurred on January 1, 2019, including the following: (i) additional amortization expense that would have been recognized relating to the acquired intangible assets, (ii) adjustments to interest expense to reflect the removal of DRG debt and the additional Company borrowings in conjunction with the acquisition, (iii) acquisition-related transaction costs and other one-time non-recurring costs which reduced expenses by $1,261 and $26,187 for the three and six months ended June 30, 2020 and increased expenses by $1,261 and $26,626 for the three and six months ended June 30, 2019.

Note 5: Divested Operations

On November 3, 2019, the Company entered into an agreement with OpSec Security for the sale of certain assets and liabilities of its MarkMonitor Product Line within its IP Group. The divestiture closed on January 1, 2020 for a total purchase price of $3,751. An impairment charge of $18,431 was recognized in the Statement of Operations during the fourth quarter 2019 to write down the Assets and Liabilities of the disposal group to fair value. Of the total impairment charge, $17,967 related to the write down of intangible assets and $468 to the write down of goodwill. There was an immaterial loss on the divestiture recorded to Other operating income, net during the six months ended June 30, 2020. The Company used the proceeds for general business purposes.

The divestiture does not represent a strategic shift and did not have a major effect on the Company’s operations or financial results, as defined by ASC 205-20, Discontinued Operations; as a result, the divestitures did not meet the criteria to be classified as discontinued operations.

Note 6: Accounts Receivable

Our accounts receivable balance consists of the following as of June 30, 2020 and December 31, 2019:

	June 30,		December 31,
	2020		2019
Accounts receivable	$	290,234	$	350,369
Less: Accounts receivable allowance	(11,074)		(16,511)
Accounts receivable, net	$	279,160	$	333,858

The Company estimates credit losses for trade receivables by aggregating similar customer types together, because they tend to share similar credit risk characteristics, taking into consideration the number of days the receivable is past due. Provision rates for the allowance for doubtful accounts are based upon the historical loss method by

18

CLARIVATE PLC

Notes to Interim Condensed Consolidated Financial Statements (Unaudited)

(Amounts in thousands, except share and per share data)

evaluating factors such as the length of time receivables that are past due and historical collection experience. Additionally, provision rates are based upon current and future economic and competitive environment factors that could impact the collectability of the receivable. Trade and other receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include past due status greater than 360 days or bankruptcy of the debtor. The activity in our accounts receivable allowance consists of the following:

Balance as of March 31, 2020	$	15,072
Write-offs	(4,896)
Additional provisions	787
Exchange differences	111
Balance as of June 30, 2020	$	11,074
Balance as of December 31, 2019	$	16,511
Opening balance sheet adjustment related to ASU 2016 -13 adoption	10,097
Write-offs	(15,939)
Additional provisions	787
Exchange differences	(382)
Balance as of June 30, 2020	$	11,074

The potential for credit losses is mitigated because customer creditworthiness is evaluated before credit is extended.

The Company recorded write-offs against the reserve of $4,896, $15,939, and $2,321 for the three and six months ended June 30, 2020, and the year ended 2019, respectively.

We are monitoring the impacts from the COVID-19 pandemic on our customers and various counterparties. During the three and six months ended  June 30, 2020, the Company’s allowance for doubtful accounts and credit losses considered additional risk related to the pandemic. However, this risk to-date was not material.

Note 7: Leases

In the three months ended June 30, 2020, the Company entered into an agreement to sublease an operating lease right of use asset. The Company recognized $709 and $709 of sublease income in the three and six months ended June 30, 2020, respectively, within Other operating income, net.

The Company evaluates long-lived assets for indicators of impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company considers a triggering event to have occurred upon exiting a facility if the expected undiscounted cash flows for the sublease period are less than the carrying value of the assets group. An impairment charge is recorded in the excess of each operating lease right-of-use asset's carrying amount over its estimated fair value. As a result, the Company recorded a $4,771 non-cash impairment charge to the Restructuring and impairment line item in the Interim Condensed Consolidated Statement of Operations based on the estimate of future recoverable cash flows. As part of the impairment charge, the carrying value of the Operating lease right of use asset was reduced by $4,771. Please refer to Note 21 for further details.

19

CLARIVATE PLC

Notes to Interim Condensed Consolidated Financial Statements (Unaudited)

(Amounts in thousands, except share and per share data)

Note 8: Computer Hardware and Other Property, net

Computer hardware and other property, net consisted of the following:

	June 30, 2020		December 31, 2019
Computer hardware	$	27,928	$	24,620
Leasehold improvements	16,889		12,496
Furniture, fixtures and equipment	7,422		4,412
Total computer hardware and other property	52,239		41,528
Accumulated depreciation	(27,915)		(23,486)
Total computer hardware and other property, net	$	24,324	$	18,042

Depreciation expense amounted to $2,904 and $2,131 for the three months ended June 30, 2020 and 2019, respectively, and $5,233 and $4,182 for the six months ended June 30, 2020 and 2019, respectively.

Note 9: Other Intangible Assets, net and Goodwill

Other Intangible Assets, net

The following tables summarize the gross carrying amounts and accumulated amortization of the Company’s identifiable intangible assets by major class:

	June 30, 2020						December 31, 2019
	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net
Finite-lived intangible assets
Customer relationships	$	657,935	$	(190,765)	$	467,170	$	280,493	$	(180,571)	$	99,922
Databases and content	1,811,209		(399,675)		1,411,534		1,755,323		(342,385)		1,412,938
Computer software	346,122		(164,996)		181,126		285,701		(135,919)		149,782
Trade names	6,770		(492)		6,278		1,570		—		1,570
Backlog	33,432		(2,457)		30,975		—		—		—
Finite-lived intangible assets	2,855,468		(758,385)		2,097,083		2,323,087		(658,875)		1,664,212
Indefinite-lived intangible assets
Trade names	164,466		—		164,466		164,428		—		164,428
Total intangible assets	$	3,019,934	$	(758,385)	$	2,261,549	$	2,487,515	$	(658,875)	$	1,828,640

Amortization expense amounted to $53,241 and $40,932 for the three months ended June 30, 2020, and 2019, respectively, and $102,353 and $97,038 for the six months ended June 30, 2020 and 2019, respectively.

In June 2020, the Company acquired the assets of CustomersFirst Now for a purchase price of $6,446, which was accounted for as an asset acquisition. As a result, the Company's identifiable intangible assets increased by $6,446, which consisted of $5,446 of databases and content and $1,000 of computer software. The databases and process methodology and the computer software have a remaining weighted average amortization period of 5.0 years and 3.0 years, respectively. The total remaining weighted average amortization period is 4.7 years.

Goodwill

The following table summarizes changes in the carrying amount of goodwill for the six months ended June 30, 2020: 

20

CLARIVATE PLC

Notes to Interim Condensed Consolidated Financial Statements (Unaudited)

(Amounts in thousands, except share and per share data)

Balance as of December 31, 2019	$	1,328,045
Acquisitions	496,948
Changes due to foreign currency fluctuations	(735)
Balance as of June 30, 2020	$	1,824,258

Note 10: Derivative Instruments

Effective March 31, 2017, the Company entered into interest rate swap arrangements with counterparties to reduce its exposure to variability in cash flows relating to interest payments on $300,000 of its outstanding Term Loan arrangements. Additionally, effective February 28, 2018, the Company entered into another interest rate swap relating to interest payments on $50,000 of its outstanding Term Loan arrangements. These hedging instruments mature on March 31, 2021. The Company applies hedge accounting by designating the interest rate swaps as a hedge on applicable future quarterly interest payments.

In April 2019, the Company entered into interest rate swap arrangements with counterparties to reduce its exposure to variability in cash flows relating to interest payments on $50,000 of its term loans, effective April 30, 2021. Additionally, in May 2019, the Company entered into additional interest rate swap arrangements with counterparties to reduce its exposure to variability in cash flows relating to interest payments on $100,000 of its term loan, effective March 2021. Both of these derivatives have notional amounts that amortize downward, and both have a maturity of September 2023. The Company will apply hedge accounting by designating the interest rate swaps as a hedge in applicable future quarterly interest payments. Changes in the fair value are recorded in Accumulated other comprehensive loss ("AOCI") and the amounts reclassified out of AOCI are recorded to Interest expense, net. The fair value of the interest rate swaps is recorded in Other non-current assets or liabilities according to the duration of related cash flows. The total fair value of the interest rate swaps was a liability of $8,182 as of June 30, 2020 and a liability of $2,778 as of December 31, 2019.

In March 2020, the Company amended all of its interest rate derivatives to reduce the 1% LIBOR floor to a 0% LIBOR floor. For the current derivatives, all other terms and conditions remain unchanged. For the six months ended June 30, 2020, the Company collected $1,737 for the amendments of these derivatives. For the two forward starting swaps, an adjustment was made to reduce the weighted average fixed rate from 2.183% at December 31, 2019 to 1.695% at the amendment date.

For the three months ended March 31, 2020, the Company had a period of ineffectiveness related to the cash flow hedges. The ineffectiveness was due to a drop in LIBOR rates below the LIBOR floor defined per the credit facilities, which were amended on March 31, 2020 resulting in a highly effective hedge. As a result of the ineffectiveness, the Company recognized a loss of $0 and $979 for the three and six months ended June 30, 2020, respectively, which was recorded to Interest expense, net on the Statement of Operations. As of June 30, 2020, there was no hedge ineffectiveness associated with the Company’s interest rate swaps.

See Note 11 — "Fair Value Measurements" for additional information on derivative instruments.

The following table summarizes the changes in AOCI (net of tax) related to cash flow hedges for the three and six months ended June 30, 2020:

AOCI balance at December 31, 2019	$	(2,778)
Derivative losses recognized in Other comprehensive loss	(3,160)
Amount reclassified out of Other comprehensive loss to Net loss	270
AOCI balance at March 31, 2020	$	(5,668)
Derivative losses recognized in Other comprehensive loss	$	(1,109)
Amount reclassified out of Other comprehensive loss to Net loss	855
AOCI Balance at June 30, 2020	$	(5,922)

21

CLARIVATE PLC

Notes to Interim Condensed Consolidated Financial Statements (Unaudited)

(Amounts in thousands, except share and per share data)

The following table summarizes the changes in AOCI (net of tax) related to cash flow hedges for the three and six months ended June 30, 2019:

AOCI balance at December 31, 2018	$	3,644
Derivative losses recognized in Other comprehensive loss	(2,376)
Amount reclassified out of Other comprehensive loss to Net loss	430
AOCI balance at March 31, 2019	$	1,698
Derivative losses recognized in Other comprehensive loss	$	(4,247)
Amount reclassified out of Other comprehensive loss to Net loss	402
AOCI Balance at June 30, 2019	$	(2,147)

Note 11: Fair Value Measurements

The Company records certain assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy that prioritizes the inputs used to measure fair value is described below. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

•Level 1 — Quoted prices in active markets for identical assets or liabilities.

•Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

•Level 3 — Unobservable inputs that are supported by little or no market activity. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

Below is a summary of the valuation techniques used in determining fair value:

Derivatives - Derivatives consist of interest rate swaps. The fair value of the interest rate swaps is the estimated amount that the Company 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. See Note 10 — "Derivative Instruments" for additional information.

Contingent consideration - The Company values contingent cash consideration related to business combinations using a weighted probability calculation of potential payment scenarios discounted at rates reflective of the risks associated with the expected future cash flows. Key assumptions used to estimate the fair value of contingent consideration include revenue, net new business and operating forecasts and the probability of achieving the specific targets. The Company values contingent stock consideration related to business combinations using observable market data, adjusted for indemnity losses and claims for indemnity losses valued using other indirect market inputs observable in the marketplace.

The carrying value of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and other accruals readily convertible into cash approximate fair value because of the short-term nature of the instruments.

Assets and Liabilities Recorded at Fair Value on a Recurring Basis

The Company has determined that its interest rate swaps, included in Accrued expenses and other current liabilities and Other non-current liabilities according to the duration of related cash flows, reside within Level 2 of the fair value hierarchy.

In accordance with ASC 805, we estimated the fair value of the earn outs using a Monte Carlo simulation for the year ended December 31, 2018. The amount of the earn outs approximate fair value due to the short term nature of

22

CLARIVATE PLC

Notes to Interim Condensed Consolidated Financial Statements (Unaudited)

(Amounts in thousands, except share and per share data)

their remaining payments as of June 30, 2020 and December 31, 2019. This fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in ASC 820. As of June 30, 2020, the Company increased the earn out liabilities related to Publons based on current period performance and paid the remaining earn out liabilities related to TrademarkVision. These acquisitions occurred in 2017 and 2018, respectively. The amount payable is contingent upon the achievement of certain company specific milestones and performance metrics including number of cumulative users, cumulative reviews and annual revenue over a 1-year and 3-year period. Changes in the earn out are recorded to Transaction expenses in the Interim Condensed Consolidated Statement of Operations. There were no transfers of assets or liabilities between levels during the periods ended June 30, 2020 and December 31, 2019. The earn out liability is recorded in Accrued expenses and other current liabilities and Other non-current liabilities and is classified as Level 3 in the fair value hierarchy.

As of June 30, 2020, the Company maintains a contingent stock liability based on observable market data relating to the DRG acquisition that occurred on February 28, 2020. Changes in the contingent stock liability are recorded to Transaction expenses in the Interim Condensed Consolidated Statement of Operations. There were no transfers of assets or liabilities between levels during the periods ended June 30, 2020 and December 31, 2019. The contingent stock liability is recorded in Accrued expenses and other current liability and is classified as Level 2 in the fair value hierarchy. The amount is payable on the one year anniversary of the acquisition date and is contingent upon any indemnity losses or claims for indemnity losses as defined in the purchase agreement. This fair value measurement is based on observable market data and other indirect observable market inputs and thus represents a Level 2 measurement as defined in ASC 820.

The following table presents the changes in the earn out, the only Level 3 item, for the three and six months ended June 30, 2020:
Balance as of December 31, 2019	$	11,100
Payment of earn out liability (1)	(8,000)
Revaluations included in earnings	380
Balance as of March 31, 2020	3,480
Payment of earn out liability	—
Revaluations included in earnings	130
Balance as of June 30, 2020	$	3,610
The following table presents the changes in the earn out, the only Level 3 item, for the three and six months ended June 30, 2019:
Balance as of December 31, 2018	$	7,075
Payment of earn out liability	—
Revaluations included in earnings	—
Balance as of March 31, 2019	7,075
Payment of earn out liability	—
Revaluations included in earnings	469
Balance as of June 30, 2019	$	7,544
(1) See Note 19 - “Commitments and Contingencies” for further details

The following table provides a summary of the Company's assets and liabilities that were recognized at fair value on a recurring basis as at June 30, 2020 and December 31, 2019:

23

CLARIVATE PLC

Notes to Interim Condensed Consolidated Financial Statements (Unaudited)

(Amounts in thousands, except share and per share data)

	Level 1		Level 2		Level 3		Total Fair Value
June 30, 2020
Liabilities
Interest rate swap liability	$	—	$	8,182	$	—	$	8,182
Earn out liability	—		—		3,610		3,610
Contingent stock liability	—		64,660		$	—	64,660
Total	$	—	$	72,842	$	3,610	$	76,452
	Level 1		Level 2		Level 3		Total Fair Value
December 31, 2019
Liabilities
Interest rate swap liability	$	—	$	2,778	$	—	$	2,778
Earn out liability	—		—		11,100		11,100
Total	$	—	$	2,778	$	11,100	$	13,878

Non-Financial Assets Valued on a Non-Recurring Basis

The Company’s long-lived assets, including goodwill, indefinite-lived intangibles and finite-lived intangible assets subject to amortization, are measured at fair value on a non-recurring basis. These assets are measured at cost but are written-down to fair value, if necessary, as a result of impairment.

Finite-lived Intangible Assets - If a triggering event occurs, the Company compares the carrying value to the undiscounted cash flows associated with the assets or asset group to determine if the cash flows are recoverable. If the undiscounted cash flows are not recoverable, the Company determines the estimated fair value of finite-lived intangible assets by determining the present value of the expected cash flows and compares that amount to the carrying value of the assets or asset group. If the carrying amount exceeds the estimated fair value, an impairment loss is recognized in an amount equal to the excess.

Indefinite-lived Intangible Asset - If a qualitative analysis indicates that it is more likely than not that the estimated fair value is less than the carrying value of an indefinite-lived intangible asset, the Company determines the estimated fair value of the indefinite-lived intangible asset (trade name) by determining the present value of the estimated royalty payments on an after-tax basis that it would be required to pay the owner for the right to use such trade name. If the carrying amount exceeds the estimated fair value, an impairment loss is recognized in an amount equal to the excess.

Goodwill - Goodwill represents the difference between the purchase price and the fair value of the identifiable tangible and intangible net assets resulting from business combinations. The Company evaluates its goodwill for impairment at the reporting unit level, defined as an operating segment or one level below an operating segment, annually as of October 1 or more frequently if impairment indicators arise in accordance with ASC Topic 350. The Company assesses various qualitative factors to determine whether the fair value of a reporting unit may be less than its carrying amount. If a determination is made that, based on the qualitative factors, an impairment does not exist, the Company is not required to perform further testing. If the aforementioned qualitative assessment results in the Company concluding that it is more likely than not that the fair value of a reporting unit may be less than its carrying amount, the fair value of the reporting unit will be determined and compared to its carrying value including goodwill. In determining the fair value of a reporting unit, the Company estimates the fair value of a reporting unit using the fair value derived from the income approach. The market approach estimates fair value based on market multiples of revenue and earnings derived from comparable publicly traded companies with similar operating and investment characteristics as the reporting unit; whereas, the income approach uses a discounted cash flow (“DCF”) model. The DCF model determines the fair value of our reporting units based on projected future discounted cash flows, which in turn were based on our views of uncertain variables such as growth rates, anticipated future economic conditions, and the appropriate discount rates relative to risk and estimates of residual values. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is not impaired,

24

CLARIVATE PLC

Notes to Interim Condensed Consolidated Financial Statements (Unaudited)

(Amounts in thousands, except share and per share data)

and the Company is not required to perform further testing. If the fair value of the reporting unit is less than the carrying value, the Company will recognize the difference as an impairment charge.

Note 12: Pension and Other Post-Retirement Benefits

The components of net periodic benefit cost recognized in other comprehensive loss were as follows:

	Three Months Ended June 30,
	2020		2019
Service cost	$	226	$	220
Interest cost	79		80
Expected return on plan assets	(40)		(40)
Amortization of actuarial gains	14		(20)
Net periodic benefit cost	$	279	$	240
	Six Months Ended June 30,
	2020		2019
Service cost	$	444	$	441
Interest cost	157		158
Expected return on plan assets	(79)		(80)
Amortization of actuarial gains	(52)		(38)
Net periodic benefit cost	$	470	$	481

Interest cost and expected return on plan assets are recorded in Interest expense, net on the accompanying Interim Condensed Consolidated Statements of Operations.

Note 13: Debt

The following is a summary of the Company’s debt:  

		June 30, 2020				December 31, 2019
Type	Maturity	Interest Rate		Carrying Value		Interest Rate		Carrying Value
Senior secured notes	2026	4.500	%	700,000		4.500	%	700,000
Term loan facility	2026	3.178	%	1,253,700		5.049	%	900,000
Revolving credit facility	2024	—	%	—		5.049	%	65,000
Total debt outstanding				1,953,700				1,665,000
Deferred financing charges				(25,824)				(25,205)
Term loan facility, discount				(2,062)				(2,184)
Short-term debt, including current portion of long-term debt				(12,600)				(9,000)
Long-term debt, net of current portion and deferred financing charges				$	1,913,214			$	1,628,611

In connection with the DRG acquisition, the Company incurred an incremental $360,000 of borrowings under our term loan facility and used the net proceeds from such borrowings to fund a portion of the DRG acquisition and to pay related fees and expenses. The additional term loan borrowings are covered by the same terms and covenant requirements of the existing term loan facility as described in the annual report on form 10-K as of December 31, 2019.

25

CLARIVATE PLC

Notes to Interim Condensed Consolidated Financial Statements (Unaudited)

(Amounts in thousands, except share and per share data)

In addition, the Company secured the backstop of a $950,000 fully committed bridge facility in connection with the DRG acquisition. However, the Company obtained all required financing with proceeds from the additional term loan borrowings and through a primary equity offering in February 2020. As such, the bridge facility remained undrawn through its expiration on closing of the acquisition.

During the six months ended June 30, 2020, the Company paid down $65,000 on the revolving credit facility. The revolving credit facility has remained undrawn in the period subsequent to the pay down. The revolving credit facility is subject to a commitment fee of 0.50% per annum.

With respect to the credit facilities, the Company may be subject to certain negative covenants, including compliance with total first lien net leverage ratio, if certain conditions are met. These conditions were not met and the Company was not required to test compliance with these covenants as of June 30, 2020.

The obligations of the Borrowers under the credit facilities are guaranteed by UK Holdco and certain of its restricted subsidiaries and are secured by substantially all of UK Holdco's and certain of its restricted subsidiaries’ assets (with customary exceptions described in the credit facilities). UK Holdco and its restricted subsidiaries are subject to certain covenants including restrictions on UK Holdco’s ability to pay dividends, incur indebtedness, grant a lien over its assets, merge or consolidate, make investments, or make payments to affiliates.

As of June 30, 2020, letters of credit totaling $4,937 were collateralized by the revolving credit facility. Notwithstanding the revolving credit facility, as of June 30, 2020, the Company had an unsecured corporate guarantee outstanding for $9,646 and cash collateralized letters of credit totaling $37, all of which were not collateralized by the revolving credit facility. The Company’s cash from operations is expected to meet repayment needs on outstanding borrowings for a period of 12 months after the financial statement issuance date.

The carrying value of the Company’s variable interest rate debt, excluding unamortized debt issuance costs, approximates fair value due to the short-term nature of the interest rate bench mark 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 the Company’s debt was $1,915,906 and $1,692,750 at June 30, 2020 and December 31, 2019, respectively. The debt is considered a Level 2 liability under the fair value hierarchy.

Note 14: Revenue

The tables below show the Company's disaggregated revenues for the periods presented:

	Three Months Ended June 30,
	2020		2019
Subscription revenues	$	216,569	$	202,747
Transactional revenues	60,363		39,693
Total revenues, gross	276,932		242,440
Deferred revenues adjustment(1)	(3,432)		(131)
Total revenues, net	$	273,500	$	242,309
(1) Reflects the deferred revenues adjustment as a result of purchase accounting.
	Six Months Ended June 30,
	2020		2019
Subscription revenues	$	409,804	$	395,239
Transactional revenues	109,602		81,390
Total revenues, gross	519,406		476,629
Deferred revenues adjustment(1)	(5,314)		(295)
Total revenues, net	$	514,092	$	476,334
(1) Reflects the deferred revenues adjustment as a result of purchase accounting.

26

CLARIVATE PLC

Notes to Interim Condensed Consolidated Financial Statements (Unaudited)

(Amounts in thousands, except share and per share data)

Contract Balances

	Accounts receivable, net		Current portion of deferred revenues		Non-current portion of deferred revenues
Opening (1/1/2020)	$	333,858	$	407,325	$	19,723
Closing (6/30/2020)	279,160		424,187		19,116
(Increase)/decrease	$	54,698	$	(16,862)	$	607
Opening (1/1/2019)	$	331,295	$	391,102	$	17,112
Closing (6/30/2019)	270,584		404,753		22,236
(Increase)/decrease	$	60,711	$	(13,651)	$	(5,124)

The amount of revenue recognized in the period that were included in the opening deferred revenues current and long-term balances were $181,146. This revenue consists primarily of subscription revenue.

Transaction Price Allocated to the Remaining Performance Obligation

As of June 30, 2020, approximately $63,653 of revenue is expected to be recognized in the future from remaining performance obligations, excluding contracts with durations of one year or less. The Company expects to recognize revenue on approximately 65.0% of these performance obligations over the next 12 months. Of the remaining 35.0%, 20.1% is expected to be recognized within the following year, with the final 14.9% expected to be recognized within years 3 to 10.

Note 15: Shareholders’ Equity

Pre-2019 Transaction

In March 2017, the Company formed the Management Incentive Plan under which certain employees of the Company may be eligible to purchase shares of the Company. In exchange for each share purchase subscription, the purchaser is entitled to a fully vested right to an ordinary share. Additionally, along with a subscription, employees receive a corresponding number of options to acquire additional ordinary shares subject to five year vesting. See Note 16 — “Employment and Compensation Arrangements” for additional detail related to the options. The Company received no net subscriptions for the three and six months ended June 30, 2019.

Post-2019 Transaction

In June 2019, the Company formed the 2019 Incentive Award Plan under which employees of the Company may be eligible to purchase shares of the Company. See Note 16 — “Employment and Compensation Arrangements” for additional detail related to the 2019 Incentive Award Plan. In exchange for each share subscription purchased, the purchaser is entitled to a fully vested right to an ordinary share. At June 30, 2020 there were unlimited ordinary shares authorized, and 387,335,119 shares issued and outstanding, with a par value of $0.00. The Company did not hold any shares as treasury shares as of June 30, 2020 or December 31, 2019. The Company’s ordinary stockholders are entitled to one vote per share.

Warrants

During the period January 1, 2020 through February 21, 2020, 24,132,666 of the Company’s outstanding public warrants were exercised for one ordinary share per whole public warrant at a price of $11.50 per share. On February 20, 2020, we announced the redemption of all of our outstanding public warrants to purchase our ordinary shares that were issued as part of the units sold in the Churchill Capital Corp initial public offering that remained

27

CLARIVATE PLC

Notes to Interim Condensed Consolidated Financial Statements (Unaudited)

(Amounts in thousands, except share and per share data)

outstanding at 5:00 p.m. New York City time on March 23, 2020, for a redemption price of $0.01 per public warrant. In addition, our board of directors elected that, upon delivery of the notice of the redemption on February 20, 2020, all public warrants were to be exercised only on a “cashless basis.” Accordingly, by virtue of the cashless exercise of public warrants, exercising public warrant holders received 0.4626 of an ordinary share for each public warrant, and 4,747,432 ordinary shares were issued for public warrants exercised on a cashless basis and 4,649 public warrants were redeemed for $0.01 per public warrant. As of June 30, 2020, no public warrants were outstanding.

Merger Shares

On January 31, 2020, our Board agreed to waive all performance vesting conditions associated with the Merger Shares. The Merger Shares were issued as ordinary shares to persons designated by Jerre Stead and Michael Klein on June 1, 2020 as part of the June 2020 underwritten public offering. See Note 16 — “Employment and Compensation Arrangements” for additional detail related to the Merger Shares.

DRG Acquisition Shares

In connection with the DRG acquisition, up to 2,895,638 ordinary shares of the Company are issuable to PEL following the one-year anniversary of the closing. See Note 4 — “Business Combinations” for additional details.

Note 16: Employment and Compensation Arrangements

Employee Incentive Plans

The 2019 Incentive Award Plan permits the granting of awards in the form of incentive stock options, non-qualified stock options, share appreciation rights, restricted shares, restricted share units and other stock-based or cash based awards. Equity awards may be issued in the form of restricted shares or restricted share units with dividend rights or dividend equivalent rights subject to vesting terms and conditions specified in individual award agreements. The Company’s Management Incentive Plan provides for employees of the Company to be eligible to purchase shares of the Company. See Note 15 — “Shareholders’ Equity” for additional information.

A maximum aggregate amount of 60,000,000 ordinary shares are reserved for issuance under the 2019 Incentive Award Plan. Equity awards under the 2019 Incentive Award Plan may be issued in the form of options to purchase shares of the Company which are exercisable upon the occurrence of conditions specified within individual award agreements. As of June 30, 2020, 40,876,101 awards had been granted.

A summary of the Company’s share-based compensation is as follows:

	Three Months Ended June 30,
	2020		2019
Share-based compensation expense	$	6,856	$	33,932
Tax benefit recognized	$	(2,791)	$	85
	Six Months Ended June 30,
	2020		2019
Share-based compensation expense	$	24,325	$	37,108
Tax benefit recognized	$	(2,793)	$	163

In the three and six months ended June 30, 2020, the Company recognized additional Share-based compensation expense related to the modification of certain awards under the 2019 Incentive Award Plan. As of June 30, 2020, there was $27,192 of total unrecognized compensation cost, related to outstanding stock options and awards, which is expected to be recognized through 2024 with a remaining weighted-average service period of 5.9 years.

Stock Options

The Company’s stock option activity is summarized below:

28

CLARIVATE PLC

Notes to Interim Condensed Consolidated Financial Statements (Unaudited)

(Amounts in thousands, except share and per share data)

	Number of Options	Weighted Average Exercise Price per Share		Weighted-Average Remaining Contractual Life (in years)	Aggregate Intrinsic Value
Outstanding at December 31, 2019	20,880,225	$	12.18	7.3	$	105,119
Forfeited	(881,607)	12.13		0	—
Exercised	(7,438,787)	9.94		0	—
Outstanding as of June 30, 2020	12,559,831	13.50		6.5	112,436
Vested and exercisable at June 30, 2020	8,203,683	$	13.86	6.0	$	69,836

The aggregate intrinsic value in the table above represents the difference between the closing price of the Company's ordinary shares on June 30, 2020 and the exercise price of each in-the-money option. In the three and six months ended June 30, 2020, 3,723,332 and 7,438,787 stock options were exercised, respectively. The tax benefit from the exercised options in the three and six months ended June 30, 2020 was $1,603 and $3,489, respectively.

The Company accounts for awards issued under the 2019 Incentive Award Plan as additional contributions to equity. Share-based compensation includes expense associated with stock option grants which is estimated based on the grant date fair value of the award issued. Share-based compensation expense related to stock options is recognized over the vesting period of the award which is generally five years, on a graded-scale basis.

The Company uses the Black-Scholes option pricing model to estimate the fair value of options granted. The Black-Scholes model takes into account the fair value of an ordinary share and the contractual and expected term of the stock option, expected volatility, dividend yield, and risk-free interest rate. Prior to becoming a public company, the fair value of the Company’s ordinary shares were determined utilizing an external third-party pricing specialist.

The contractual term of the option ranges from the one year to 10 years. Expected volatility is the average volatility over the expected terms of comparable public entities from the same industry. The risk-free interest rate is based on a treasury rate with a remaining term similar to the contractual term of the option. The Company is recently formed and at this time does not expect to distribute any dividends. The Company recognizes forfeitures as they occur.

Restricted Stock Units (“RSUs”)

RSUs typically vest from one to three years and are generally subject to either cliff vesting or graded vesting. RSUs do not have nonforfeitable rights to dividends or dividend equivalents. The fair value of RSUs is typically based on the fair value of our ordinary shares on grant date. We amortize the value of these awards to expense over the vesting period on a graded-scale basis. The Company recognizes forfeitures as they occur.

	Number of Shares	Weighted Average Grant Date Fair Value per Share
Outstanding as of December 31, 2019	293,182	$	16.75
Granted	1,382,557	20.22
Vested	(172,370)	20.87
Forfeited	(11,890)	19.97
Outstanding as of June 30, 2020	1,491,479	$	19.92

The total grant date fair value of RSUs that vested during the three and six months ended June 30, 2020 was $56 and $2,920, respectively.

Performance Stock Units (“PSUs”)

The Company began granting PSUs to certain members of management on April 1, 2020 under the 2019 Incentive Award Plan. PSUs typically vest over three years and are subject to performance conditions for vesting. The fair value of the PSUs is based on the fair value of our ordinary shares on the date of grant and valued using a Monte Carlo simulation. In years one and two of the three year vesting period, it was not possible to predict the likelihood of achieving the target and therefore, the performance condition was deemed not probable as of June 30, 2020. Accordingly, no compensation expense was recognized for the three or six months ended June 30, 2020.

29

CLARIVATE PLC

Notes to Interim Condensed Consolidated Financial Statements (Unaudited)

(Amounts in thousands, except share and per share data)

	Number of Shares	Weighted Average Grant Date Fair Value per Share
Outstanding as of December 31, 2019	—	$	—
Granted	550,189	21.91
Outstanding as of June 30, 2020	550,189	$	21.91

2019 Transaction Related Awards

Upon consummation of the 2019 Transaction, there were 7,000,000 ordinary shares of Clarivate (the "Merger Shares") issuable if the last sale price of Clarivate’s ordinary shares is at least $20.00 for 40 days over a 60 consecutive trading day period on or before the sixth anniversary of the closing of the 2019 Transaction. In accordance with the terms of the Sponsor Agreement and in connection with our merger with Churchill in 2019, the Merger Shares were to be issued to persons designated by Messrs. Stead and Klein. On January 31, 2020, our Board agreed to waive the performance vesting condition, and the Merger Shares became issuable to persons designated by Messrs. Stead and Klein on or prior to December 31, 2020. We engaged a third party specialist to fair value the awards at the modification date using the Monte Carlo simulation approach. The assumptions in the model included, but were not limited to, risk-free interest rate, 1.33%; expected volatility of the Company's and its peer group's stock prices, 20.00%; and dividend yield, 0.00%. The Company has evaluated and recorded additional stock compensation expense as required upon the assignment of Merger Shares as applicable. The Merger Shares were issued as ordinary shares to persons designated by Jerre Stead and Michael Klein on June 1, 2020 as part of the June 2020 underwritten public offering. The Company recognized $0 and $13,720 of expense in the three and six months ended June 30, 2020, respectively, in Share-based compensation expense as a result of the waived performance vesting conditions.

The Sponsor Agreement provided that certain ordinary shares of Clarivate available for distribution to persons designated in the Sponsor Agreement in connection with the Transactions, and certain Clarivate warrants available for distribution to such persons, in each case, were subject to certain time and performance-based vesting provisions described below.

The vesting conditions added to certain ordinary shares include the following:

5,309,713 ordinary shares of Clarivate held by persons designated in the Sponsor Agreement, will vest in three equal annual installments on the first, second and third anniversaries of the closing of the Transactions, respectively, and are not contingent on continuing or future service of the respective holders to the Company.

2,654,856 ordinary shares of Clarivate held by such persons will vest at such time as the last sale price of Clarivate's ordinary shares is at least $15.25 on or before the date that is 42 months after the closing of the Transactions; provided that none of such Clarivate ordinary will vest prior to the first anniversary of the closing of the transactions, not more than 1/3 of such Clarivate warrants will vest prior to the second anniversary of the closing of the Transactions, and not more than 2/3 of such Clarivate warrants will vest prior to the third anniversary of the closing of the Transactions. Further, such vesting is not contingent on continuing or future service of the respective holders to the Company.

2,654,856 ordinary shares of Clarivate held by such persons will vest at such time as the last sale price of Clarivate's ordinary shares is at least $17.50 on or before the fifth anniversary of the closing of the Transactions; provided that none of such Clarivate ordinary will vest prior to the first anniversary of the closing of the Transactions, not more than 1/3 of such Clarivate warrants will vest prior to the second anniversary of the closing of the Transactions, and not more than 2/3 of such Clarivate warrants will vest prior to the third anniversary of the closing of the Transactions. Further, such vesting is not contingent on continuing or future service of the respective holders to the Company.

During the quarter ended June 30, 2019, the vesting conditions added to certain warrants include the following:

17,265,826 of certain warrants held by persons designated in the Sponsor Agreement, will vest at such time as the last sale price of Clarivate's ordinary shares is at least $17.50 on or before the fifth anniversary of the closing of the 2019 Transaction; provided that none of such Clarivate warrants will vest prior to the first anniversary of the closing of the 2019 Transaction, not more than 1/3 of such Clarivate warrants will vest prior to the second anniversary of the

30

CLARIVATE PLC

Notes to Interim Condensed Consolidated Financial Statements (Unaudited)

(Amounts in thousands, except share and per share data)

closing of the 2019 Transaction, and not more than 2/3 of such Clarivate warrants will vest prior to the third anniversary of the closing of the 2019 Transaction. Further, such vesting is not contingent on continuing or future service of the respective holders to the Company.

In considering the terms of the transaction related awards, the Company notes that the time-based vesting restrictions are not conditioned on any continuing or future service of the holders to the Company and reflect “lockup” periods of the issuable shares. Further, the above mentioned performance-based restrictions are considered market conditions pursuant to ASC 718, and are contemplated in the value of the awards. As such vesting restrictions were contemplated in conjunction with the granting of Merger shares, the Company considered such terms of the total basket of transaction awards in determination of the fair value of the awards. As no continued or future service is required by the holders of such awards, the Company recognized compensation expense based on the fair value of such awards upon closing of the 2019 Transaction. The Company recognized $25,013 expense, net in Share-based compensation expense as of the date of the 2019 Transaction in accordance with the issuance of Merger shares offset by the addition of vesting terms to certain ordinary shares and warrants, as described above. The expense includes the increases in value of $48,102 for the granting of Merger shares, the increase in value of $1,193 for ordinary shares with only time vesting conditions, and the increase in value of shares purchased by the Founders immediately prior to the transaction of $4,411, all offset by the reduction in value of $9,396 for ordinary shares with performance vesting condition of $15.25, the reduction in value of $13,101 for ordinary shares with performance vesting condition of $17.50 and the reduction in value of $6,297 related to warrants. Pursuant to the Sponsor Agreement, certain founders of Churchill Capital Corp purchased an aggregate of 1,500,000 shares of Class

B common stock of Churchill immediately prior to the closing of the 2019 Transaction for an aggregate purchase price of $15,000.

We used a third-party specialist to fair value the awards at the Transactions close date of May 13, 2019 using the Monte Carlo simulation approach. The assumptions included in the model include, but are not limited to, risk-free interest rate, 2.20%; expected volatility of the Company's and the peer group's stock prices, 20.00%; and dividend yield, —%. A discount for lack or marketability (“DLOM”) was applied to shares that are subject to remaining post vesting lock up restrictions. The DLOM was between 3%-7% dependent on the length of the post vesting restriction period.

Note 17: Income Taxes

During the three months ended June 30, 2020 and 2019, the Company recognized an income tax benefit of $5,385 on loss before income tax of $6,876 and an income tax provision of $3,712, on loss before income tax of $74,049, respectively. During the six months ended June 30, 2020 and 2019, the Company recognized an income tax provision of $9,368 on loss before income tax of $66,124 and $3,952, on loss before income tax of $133,069, respectively. The tax provision or benefit in each of the three and six months ended June 30, 2020 and the three and six months ended June 30, 2019, respectively, reflects the mix of taxing jurisdictions in which pre-tax profits and losses were recognized.

Note 18: Earnings per Share

Potential ordinary shares of 35,797,137 of Private Placement Warrants, DRG Transaction Shares, options, RSUs, and PSUs related to the 2019 Incentive Award Plan were excluded from diluted EPS for the three and six months ended June 30, 2020, respectively, and potential ordinary shares of 85,052,934 related to Private Placement Warrants, Public Warrants, Merger Shares, and options related to the 2019 Incentive Award Plan were excluded from diluted EPS for the three and six months ended June 30, 2019 as the Company had net losses in both periods and their inclusion would be anti-dilutive. See Note 15 — "Shareholders' Equity" and Note 16 — "Employment and Compensation Arrangements” for a description.

The 2019 Transaction was accounted for as a reverse recapitalization in accordance with U.S. GAAP. See Note 1 — "Background and Nature of Operations". Accordingly, weighted-average shares outstanding for purposes of the EPS calculation have been retroactively recasted as shares reflecting the exchange ratio established in the 2019 Transaction (1.0 Jersey share to 132.13667 Clarivate shares).

31

CLARIVATE PLC

Notes to Interim Condensed Consolidated Financial Statements (Unaudited)

(Amounts in thousands, except share and per share data)

The basic and diluted EPS computations for our ordinary shares are calculated as follows (in thousands, except share and per share amounts):

	Three Months Ended June 30,
	2020		2019
Basic/Diluted EPS
Net loss available to ordinary shareholders	$	(1,491)	$	(77,761)
Basic and diluted weighted-average number of ordinary shares outstanding	375,877,260		264,762,720
Basic and diluted EPS	$	—	$	(0.29)

	Six Months Ended June 30,
	2020		2019
Basic/Diluted EPS
Net loss available to ordinary shareholders	$	(75,492)	$	(137,021)
Basic and diluted weighted-average number of ordinary shares outstanding	359,503,556		241,275,061
Basic and diluted EPS	$	(0.21)	$	(0.57)

Note 19: Commitments and Contingencies

The Company does not have any recorded or unrecorded guarantees of the indebtedness of others.

Lawsuits and Legal Claims

The Company is engaged in various legal proceedings, claims, audits and investigations that have arisen in the ordinary course of business. These matters include, but are not limited to, antitrust/competition claims, intellectual property infringement claims, employment matters and commercial matters. The outcome of all of the matters against the Company is subject to future resolution, including the uncertainties of litigation. Based on information currently known to the Company and after consultation with outside legal counsel, management believes that the ultimate resolution of any such matters, individually or in the aggregate, will not have a material impact on the Company’s financial condition taken as a whole.

Contingent Liabilities

In conjunction with the acquisition of Publons, the Company agreed to pay former shareholders up to an additional $9,500 through 2020. Amounts payable are contingent upon Publons' achievement of certain milestones and performance metrics. The Company paid $0 of the contingent purchase price during the six months ended June 30, 2020. The Company had an outstanding liability for $3,610 and $3,100 related to the estimated fair value of this contingent consideration included in Accrued expenses and other current liabilities in the Interim Condensed Consolidated Balance Sheets as of June 30, 2020 and December 31, 2019, respectively.

In conjunction with the acquisition of Kopernio, the Company paid former shareholders during the three months ended June 30, 2020 due to the achievement of certain milestones and performance metrics.

In conjunction with the acquisition of TrademarkVision, the Company agreed to pay former shareholders a potential earn out dependent upon achievement of certain milestones and financial performance metrics through 2020. Amounts payable are contingent upon TrademarkVision’s achievement of certain milestones and performance metrics. During the six months ended June 30, 2020, the Company paid $8,000 of the contingent purchase price to complete the earn out. As of June 30, 2020 and December 31, 2019, the Company had an outstanding liability for $0 and $8,000 respectively, related to the estimated fair value of this contingent consideration. The outstanding balance was included in Accrued expenses and other current liabilities as of December 31, 2019, in the Consolidated Balance Sheets.

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CLARIVATE PLC

Notes to Interim Condensed Consolidated Financial Statements (Unaudited)

(Amounts in thousands, except share and per share data)

In conjunction with the acquisition of DRG, the Company agreed to pay up to 2,895,638 shares as contingent stock consideration, valued at $58,897 on the closing date of the acquisition. See Note 4 — "Business Combinations" for more information on the contingent stock consideration. Amounts payable are contingent upon any indemnity losses or claims to indemnity losses occurring within that one year period. The liability increased by $5,763 during the six months ended June 30, 2020 due to an increase in the estimated fair value of this contingent stock consideration, which resulted in a liability of $64,660 as of June 30, 2020. The outstanding balance was included in Accrued expenses and other current liabilities in the Interim Condensed Consolidated Balance Sheets as of June 30, 2020.

Note 20: Related Party and Former Parent Transactions

Onex Partners Advisor LP (“Onex”), an affiliate of the Company, is considered a related party. Concurrent with the Acquisition, the Company entered into a Consulting Services Agreement with Onex, pursuant to which the Company is provided certain ongoing strategic and financing consulting services in exchange for a quarterly management fee. In connection with this agreement, the Company recognized $0 and $158 for the three months ended June 30, 2020, and 2019, respectively, and $0 and $389 for the six months ended June 30, 2020 and 2019, respectively. The Company pays 0.1% interest per annum to Onex for the Credit Agreement. The Company recognized $0 and $112 for the three months ended June 30, 2020 and 2019, respectively, and $0 and $327 for the six months ended June 30, 2020 and 2019 in interest expense for the Onex related interest. The Company had an outstanding liability of $70 and $3 to Onex as of June 30, 2020, and December 31, 2019, respectively. In addition, the Company paid Onex a management fee of $5,400 in connection with the 2019 Transaction in the second quarter of 2019. See Note 4 — "Business Combinations" for additional information.

BPEA, an affiliate of the Company, is considered a related party. Concurrently with our separation from Thomson Reuters ("Former Parent") in 2016, the Company entered into a Management Services Agreement with Baring, pursuant to which the Company is provided certain ongoing strategic and financing consulting services. In connection with this agreement, the Company recognized $0 and $79 for the three months ended June 30, 2020, and 2019, respectively, and $0 and $79 for the six months ended June 30, 2020, and 2019, respectively, in operating expenses related to this agreement. The Company had an outstanding liability of $0 and $0 to Baring as of June 30, 2020, and December 31, 2019, respectively. In addition, the Company paid BPEA a management fee of $2,100 in connection with the 2019 Transaction in the second quarter of 2019. See Note 4 — "Business Combinations" for additional information.

In connection with our separation from Thomson Reuters in 2016, Bidco and a subsidiary of the Former Parent entered into the Transition Service Agreement, which became effective on October 3, 2016, pursuant to which such subsidiary of the Former Parent will, or will cause its affiliates and/or third-party service providers to, provide Bidco, its affiliates and/or third-party service providers with certain technology, facilities management, human resources, sourcing, financial, accounting, data management, marketing and other services to support the operation of the IP&S business as an independent company. Such services are provided by such subsidiary of the Former Parent or its affiliates and/or third-party service providers for various time periods and at various costs based upon the terms set forth in the Transition Service Agreement.

A controlled affiliate of Baring is a vendor of ours. Total payments to this vendor were $227 and $78 for the three months ended June 30, 2020 and 2019 respectively, and $245 and $318 for the six months ended June 30, 2020 and 2019 respectively. The Company had an outstanding liability of $125 and $160 as of June 30, 2020 and December 31, 2019, respectively.

Jerre Stead, Chief Executive Officer of the Company, is the Co-founder of a vendor of ours. Total payments to this vendor were $0for the three months ended June 30, 2020. The Company had an outstanding liability of $0 and $10 as of June 30, 2020 and December 31, 2019, respectively. This vendor was not a related party during the six months ended June 30, 2019.

A former member of our key management is the Co-founder of a vendor of ours. Total payments to this vendor were $0 and $200 for the three months ended June 30, 2020 and 2019 and $0 and $278 for the six months ended June 30, 2020 and 2019, respectively, and the Company had no outstanding liability as of June 30, 2020 and December 31, 2019. This vendor was not a related party during the three months ended June 30, 2019.

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CLARIVATE PLC

Notes to Interim Condensed Consolidated Financial Statements (Unaudited)

(Amounts in thousands, except share and per share data)

Note 21: Restructuring

In accordance with the applicable guidance for ASC 420, Exit or Disposal Cost Obligations, we recognized liabilities for the restructuring plans noted below when the programs were approved, the employees to be terminated were identified, the terms of the arrangement were established, it was determined changes to the plan were unlikely to occur and the arrangements were communicated to employees. The liabilities are recorded within Accrued expenses and other current liabilities in the Interim Condensed Consolidated Balance Sheets. The corresponding expenses are recorded within Restructuring and impairment in the Interim Consolidated Statements of Operations. The payments associated with these actions are expected to be completed within 12 months from the balance sheet date.

Operation Simplification and Optimization Program

During the fourth quarter of 2019, the Company approved restructuring actions designed to streamline our operations by simplifying our organization and focusing on two product groups in planned phases. The following table summarizes the activity related to the restructuring reserves for the Operation Simplification and Optimization Program:

Operation Simplification and Optimization Program	Severance and Related Benefit Costs		Costs Associated with Exit and Disposal Costs 1		Total
Reserve Balance as of December 31, 2019	$	9,506	$	—	$	9,506
Expenses recorded	6,574		1,180		7,754
Payments made	(6,647)		—		(6,647)
Reserve Balance as of March 31, 2020	9,433		1,180		10,613
Expenses recorded	4,865		2,749		7,614
Payments made	(4,297)		(199)		(4,496)
Reserve Balance as of June 30, 2020	$	10,001	$	3,730	$	13,731

¹Relates primarily to location exit costs and legal and advisory fees.

The following table is a summary of charges incurred related to the Operation Simplification and Optimization Program in the three and six months ended June 30, 2020.

	Three Months Ended June 30,
	2020		2019
Severance and related benefit costs	$	4,865	$	—
Costs associated with exit and disposal activities1	2,749		—
Costs associated with lease exit costs including impairment2	4,908		—
Total	$	12,522	$	—
	Six Months Ended June 30,
	2020		2019
Severance and related benefit costs	$	11,438	$	—
Costs associated with exit and disposal activities1	3,930		—
Costs associated with lease exit costs including impairment2	4,908		—
Total	$	20,276	$	—
1Relates primarily to contract exit costs and legal and advisory fees.
2Includes $4,771 of charges related to impairment of a lease and $137 of lease exit costs.

DRG Acquisition Integration Program

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CLARIVATE PLC

Notes to Interim Condensed Consolidated Financial Statements (Unaudited)

(Amounts in thousands, except share and per share data)

During the second quarter of 2020, the Company approved restructuring actions designed to eliminate duplicative costs following the acquisition of DRG in planned phases. The following table summarizes the activity related to the restructuring reserves for the DRG Acquisition Integration:

DRG Acquisition Integration	Severance and Related Benefit Costs		Costs Associated with Exit and Disposal Costs 1		Total
Reserve balance as of December 31, 2019	$	—	$	—	$	—
Expenses recorded	3,312		12		3,324
Payments made	(1,252)		—		(1,252)
Reserve balance as of June 30, 2020	$	2,060	$	12	$	2,072

¹Relates primarily to legal and advisory fees.

The following table is a summary of charges incurred related to the DRG Acquisition Integration in the three and six months ended June 30, 2020.

	Three Months Ended June 30,
	2020
Severance and related benefit costs	$	3,312
Costs associated with exit and disposal activities1	12
Total	$	3,324
	Six Months Ended June 30,
	2020
Severance and related benefit costs	$	3,312
Costs associated with exit and disposal activities1	12
Total	$	3,324
1Relates primary to legal and advisory fees.

Note 22: Subsequent Events

Management has evaluated the impact of events that have occurred subsequent to June 30, 2020. On July 29, 2020, the Company announced that it had agreed to combine with CPA Global, a global leader in intellectual property software and tech-enabled services and had entered into a definitive agreement with Redtop Holdings Limited (“Redtop”), a portfolio company of Leonard Green Partners, to acquire CPA Global. The Company will issue up to 218,306,663 ordinary shares to Redtop representing approximately 35% pro forma fully diluted ownership of Clarivate. At the closing of the transaction, the Company expects to refinance CPA Global’s outstanding debt with approximately $400,000 of cash on hand and $1,500,000 of new debt. The Company has secured a fully committed bridge facility of $1,500,000 and expects to arrange long-term debt financing before the closing. The transaction is expected to be completed during the fourth quarter of 2020, subject to customary closing conditions, including regulatory approvals and clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

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CLARIVATE PLC

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Amounts in thousands, except share and per share data, option price amounts, ratios or as noted)

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

The following discussion should be read in conjunction with our unaudited Condensed Consolidated Financial Statements, including the notes thereto, included elsewhere in this report. Certain statements in this section are forward-looking statements that involve risks and uncertainties, such as statements regarding our plans, objectives, expectations and intentions. Our future results and financial condition may differ materially from those we currently anticipate as a result of the factors we describe under "Item 1A. Risk Factors." Certain income statement amounts discussed herein are presented on an actual and on a constant currency basis. We calculate constant currency by converting the non-U.S. dollar income statement balances for the most current year to U.S. dollars by applying the average exchange rates of the preceding year. Certain amounts that appear in this section may not sum due to rounding.

Overview

We offer a collection of high quality, market leading information and analytic products and solutions through our Science and Intellectual Property (“IP”) Product Groups. Our Science Product Group consists of our Web of Science and Life Science Product Lines, and our IP Product Group consists of our Derwent, CompuMark and MarkMonitor Product Lines. Our highly curated Web of Science products are offered primarily to universities, helping them navigate scientific literature, facilitate research and evaluate and measure the quality of researchers, institutions and scientific journals across various academic disciplines. Our Life Sciences Product Line offerings serve the content and analytical needs of pharmaceutical and biotechnology companies across the drug development lifecycle, including content on discovery and pre-clinical research, competitive intelligence, regulatory information and clinical trials. Our Derwent Product Line offerings help patent and legal professionals in R&D intensive businesses evaluate the novelty and patentability of new ideas and products to help protect and research patents. Our CompuMark products and services allow businesses and legal professionals to access our comprehensive trademark database. Finally, our MarkMonitor offerings include enterprise web domain portfolio management products and services.

Factors Affecting the Comparability of Our Results of Operations

There have been no material changes to the factors affecting the comparability of our results of operations associated with our business previously disclosed in "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Factors Affecting the Comparability of Our Results of Operations” section in our Annual Report on Form 10-K, except as set forth below. The disclosures set forth below updates, and should be read together with, the disclosures in the "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Factors Affecting the Comparability of Our Results of Operations” section, in our Annual Report on Form 10-K.

Acquisition of Decision Resources Group

On February 28, 2020, we acquired 100% of the assets, liabilities and equity interests of Decision Resources Group ("DRG"), a premier provider of high-value data, analytics and insights products and services to the healthcare industry, from Piramal Enterprises Limited ("PEL"), which is a part of global business conglomerate Piramal Group. The acquisition helps us expand our core businesses and provides us with the potential to grow in the Life Sciences Product Line.

The aggregate consideration paid in connection with the closing of the DRG acquisition was $964,997, comprised of $900,000 of base cash plus $6,100 of adjusted closing cash paid on the closing date and up to 2,895,638 of the Company's ordinary shares to be issued to PEL following the one-year anniversary of closing. The contingent stock consideration was valued at $58,897 on the closing date and will be revalued at each period end and included in the Accrued expenses and other current liabilities in the Interim Condensed Consolidated Balance Sheets.

February Offering

In February 2020, we completed an underwritten public offering of 27,600,000 of our ordinary shares, generating net proceeds of $540,736, which we used to fund a portion of the cash consideration for the DRG acquisition. In addition, we incurred an incremental $360,000 of term loans under our term loan facility and used the net proceeds from such borrowings, together with cash on hand, to fund the remainder of the cash consideration for the DRG

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CLARIVATE PLC

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Amounts in thousands, except per share and per share data, option price amounts, ratios or as noted)

acquisition and to pay related fees and expenses. As a result of the additional term loan, we had $1,253,700 outstanding on our term loan facility at June 30, 2020.

MarkMonitor Brand Protection, Antipiracy and Antifraud Disposition

In November 2019, we entered into an agreement with an unrelated third-party for the sale of certain assets and liabilities of our MarkMonitor Product Line within the IP Group. The divestment closed in January 2020 for a consideration of approximately $3,751. An impairment charge of $18,431 was recognized in the Statement of Operations during the fourth quarter of 2019 to reduce the Assets Held for Sale to their fair value. Accordingly, we recorded an immaterial loss on the divestiture during the three and six months ended June 30, 2020.

Restructuring

In accordance with the applicable guidance for ASC 420, Exit or Disposal Cost Obligations, we recognized liabilities for the restructuring plans noted below when the programs were approved, the employees to be terminated were identified, the terms of the arrangement were established, it was determined changes to the plan were unlikely to occur and the arrangements were communicated to employees.

Operation Simplification and Optimization Program

During the fourth quarter of 2019, the Company approved restructuring actions designed to streamline our operations by simplifying our organization and focusing on two product groups in planned phases. As a result of these actions, the Company expects to record total pre-tax restructuring charges of approximately $48,000 for all phases of the program. Approximately $25,000 of costs have been incurred to date under the program and a total remaining of approximately $23,000 are expected to be incurred in 2020. This estimate includes approximately $6,000 for severance related charges and approximately $17,000 of estimated maximum lease exit costs, assuming no sublease agreements are entered into.

During the three and six months ended June 30, 2020, the Company recorded pre-tax charges of $12,522 and $20,276, respectively, recognized within Restructuring in the Interim Condensed Consolidated Statement of Operations comprised of $4,908 of lease impairment and location exit costs, $2,749 and $3,930 of contract exit costs and legal and advisory fees and $4,865 and $11,438 of severance and related benefit costs, respectively.

DRG Acquisition Integration Program

During the second quarter of 2020, the Company approved restructuring actions designed to eliminate duplicative costs following the acquisition of DRG in planned phases. As a result of these actions, the company expects to record total pre-tax restructuring charges of approximately $14,800 for all phases of the program. Approximately $9,500 of costs have been incurred to date under the program and $5,300 are expected to be incurred for all phases associated with this charge which is expected to be substantially complete in 2020. This estimate includes approximately $1,300 for severance related charges and approximately $4,000 of estimated maximum lease exit costs, assuming no sublease agreements are entered into.

During the three and six months ended June 30, 2020, the Company recorded pre-tax charges of $3,324, recognized in Restructuring and impairment in the Interim Condensed Consolidated Statement of Operations comprised of $12 of asset related charges and $3,312 of severance and related benefit costs.

June Ordinary Share Offering

In June 2020, we completed an underwritten public offering of 50,400,000 of our ordinary shares (including 2,400,000 ordinary shares pursuant to the underwriters' option to purchase up to an additional 7,200,000 ordinary shares from certain selling shareholders) at a share price of $22.50. Of the 50,400,000 ordinary shares, 14,000,000 ordinary shares were offered by Clarivate and 36,400,000 ordinary shares were offered by selling shareholders, including 20,821,765 ordinary shares from Onex, 8,097,354 ordinary shares from Baring and 7,480,881 ordinary shares from Directors, Director Nominees, Executive Officers and other shareholders. The underwriters' option to purchase the remaining 4,800,000 ordinary shares from certain selling shareholders expired on July 3, 2020.

The Company received approximately $304,030 in net proceeds from the sale of ordinary shares offered by the Company, after deducting underwriting discounts and estimated offering expenses payable. We intend to use the net proceeds of the offering received by us for general corporate purposes. The Company did not receive any proceeds from the secondary ordinary shares sold by the selling shareholders.

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CLARIVATE PLC

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Amounts in thousands, except per share and per share data, option price amounts, ratios or as noted)

Key Components of Our Results of Operations

Revenues, net

We categorize our revenues into two categories: subscription and transactional.

Subscription-based revenues are recurring revenues that are earned under annual, multi-year, or evergreen contracts, pursuant to which we license the right to use our products to our customers. Revenues from the sale of subscription data and analytics solutions are typically invoiced annually in advance and recognized ratably over the year as revenues are earned. Subscription revenues are driven by annual revenue renewal rates, new subscription business, price increases on existing subscription business and subscription upgrades and downgrades from recurring customers. Substantially all of our historical deferred revenues purchase accounting adjustments are related to subscription revenues.

Transactional revenues are earned under contracts for specific deliverables that are typically quoted on a product, data set or project basis and often derived from repeat customers, including customers that also generate subscription-based revenues. Transactional products and services are invoiced according to the terms of the contract, typically in arrears. Transactional content revenues are usually delivered to the customer instantly or in a short period of time, at which time revenues are recognized. Transactional revenues also include, to a lesser extent, professional services, which are typically performed under contracts that vary in length from several months to years for multi-year projects and are typically invoiced based on the achievement of milestones. The most significant components of our transactional revenues include our “clearance searching” and “backfiles” products.

Cost of Revenues, Excluding Depreciation and Amortization

Cost of revenues consists of costs related to the production, servicing and maintenance of our products and are comprised primarily of related personnel costs, such as salaries, benefits and bonuses for employees, fees for contracted labor, and data center services and licensing costs. Cost of revenues also includes the costs to acquire or produce content, royalties payable and non-capitalized R&D expenses. Cost of revenues does not include production costs related to internally generated software, which are capitalized.

Selling, General and Administrative, Excluding Depreciation and Amortization

Selling, general and administrative costs consist primarily of salaries, benefits, commission and bonuses for the executive, finance and accounting, human resources, administrative, sales and marketing personnel, third-party professional services fees, such as legal and accounting expenses, facilities rent and utilities and technology costs associated with our corporate infrastructure.

Depreciation

Depreciation expense relates to our fixed assets, including mainly computer hardware and leasehold improvements, furniture and fixtures. These assets are depreciated over their expected useful lives, and in the case of leasehold improvements over the shorter of their useful life or the duration of the related lease.

Amortization

Amortization expense relates to our finite-lived intangible assets, including mainly databases and content, customer relationships, internally generated computer software and trade names. These assets are amortized over periods of between two and 20 years. Definite-lived intangible assets are tested for impairment when indicators are present, and, if impaired, are written down to fair value based on discounted cash flows. No impairment of intangible assets has been identified during any financial period included in our accompanying unaudited Interim Condensed Consolidated Financial Statements.

Share-based Compensation

Share-based compensation expense includes costs associated with stock awards granted to and certain modifications for certain members of management and expense related to the issuance of shares in connection with our merger with Churchill Capital Corp in 2019.

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CLARIVATE PLC

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Amounts in thousands, except share and per share data, option price amounts, ratios or as noted)

Transaction Expenses

Transaction expenses are incurred to complete business combination transactions, including acquisitions and dispositions, and typically include advisory, legal and other professional and consulting costs.

Transition, Integration and Other Related Expenses

Transition, integration and other related expenses, including transformation expenses, mainly reflect the costs of transitioning certain activities performed under the transition services agreement by Thomson Reuters and certain consulting costs related to standing up our back-office systems to enable our operation on a stand-alone basis. These costs include labor costs of full time employees currently working on migration projects, including primarily employees whose labor costs are capitalized in other circumstances (such as employees working on application development). In 2019, these costs also relate to the Company's transition expenses incurred following the merger with Churchill Capital Corp.

Restructuring and Impairment

Restructuring expense includes costs associated with involuntary termination benefits provided to employees under the terms of a one-time benefit arrangement, certain contract termination costs, and other costs associated with an exit or disposal activity.

Other Operating Income, Net

Other operating income, net consists of gains or losses related to legal settlements and the disposal of our assets, asset impairments or write-downs and the consolidated impact of re-measurement of the assets and liabilities of our company and our subsidiaries that are denominated in currencies other than each relevant entity's functional currency.

Interest Expense, net

Interest expense, net consists of expense related to interest on our borrowings under our term loan facility and our secured notes due 2026, the amortization and write off of debt issuance costs and original discount, and interest related to certain derivative instruments.

Benefit (Provision) for Income Taxes

A benefit or provision for income tax is calculated for each of the jurisdictions in which we operate. The benefit or provision for income taxes is determined using the asset and liability approach of accounting for income taxes. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The benefit or provision for income taxes represents income taxes paid or payable for the current year plus the change in deferred taxes during the year. Deferred taxes result from differences between the book and tax bases of assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Interest accrued related to unrecognized tax benefits and income tax related penalties are included in the provision for income taxes.

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.

Adjusted Revenues

We present Adjusted Revenues, which excludes the impact of the deferred revenue purchase accounting adjustment (recorded in connection with the separation from Thomson Reuters) and revenues from divestitures. We present these measures because we believe it is useful to readers to better understand the underlying trends in our operations. See “— Certain Non-GAAP Measures — Adjusted Revenues” below for important information on the limitations of Adjusted Revenues and their reconciliation to the respective revenues measures under U.S. GAAP.

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. See “— Certain Non-GAAP

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CLARIVATE PLC

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Amounts in thousands, except per share and per share data, option price amounts, ratios or as noted)

Measures — Adjusted EBITDA and Adjusted EBITDA margin” for important information on the limitations of Adjusted EBITDA and its reconciliation to our Net loss under GAAP. Adjusted EBITDA represents net loss before provision for income taxes, depreciation and amortization, interest income and expense adjusted to exclude acquisition or disposal-related transaction costs (such costs include net income from continuing operations before provision for income taxes, depreciation and amortization and interest income and expense from divestitures), losses on extinguishment of debt, stock-based compensation, unrealized foreign currency gains/(losses), costs associated with the transition services agreement with Thomson Reuters, which we entered into in connection with our separation from Thomson Reuters in 2016, separation and integration costs, transformational and restructuring expenses, acquisition-related adjustments to deferred revenues, costs related to our merger with Churchill Capital Corp in 2019, non-cash income/(loss) on equity and cost method investments, non-operating income or expense, the impact of certain non-cash, legal settlements and other items that are included in net income for the period that the Company does not consider indicative of its ongoing operating performance and certain unusual items impacting results in a particular period. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by Adjusted Revenues.

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 client license agreements, assuming that all expiring license agreements during that period are renewed at their current price level. License agreements may cover more than one product and the standard subscription period for each license agreement typically runs for no less than 12 months. The renewal period for our subscriptions starts 90 days before the end of the current subscription period, during which customers must provide notice of whether they intend to renew or cancel the license agreement.

An initial subscription period for new customers may be for a term of less than 12 months, in certain circumstances. Most of our customers, however, opt to enter into a full 12-month initial subscription period, resulting in renewal periods spread throughout the calendar year. Customers that license more than one subscription-based product may, at any point during the renewal period, provide notice of their intent to renew only certain subscriptions within the license agreement and cancel other subscriptions, which we typically refer to as a downgrade. In other instances, customers may upgrade their license agreements by adding additional subscription-based products to the original agreement. Our calculation of ACV includes the impact of downgrades, upgrades, price increases, and cancellations that have occurred as of the reporting period. For avoidance of doubt, ACV does not include fees associated with transactional revenues.

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 through subscription-based products, which accounted for 78.2% and 83.6% in each of the three months ended June 30, 2020 and 2019 and 78.9% and 82.9% for the six months ended June 30, 2020 and 2019, respectively. We calculate and monitor ACV for each of our Groups and use the metric as part of our evaluation of our business and trends.

The amount of actual subscription revenues that we earn over any 12-month period are likely to differ from ACV at the beginning of that period, sometimes significantly. This may occur for numerous reasons, including subsequent changes in annual revenue renewal rates, impact of price increases (or decreases), cancellations, upgrades and downgrades, and acquisitions and divestitures.

We calculate the ACV on a constant currency basis to exclude the effect of foreign currency fluctuations.

The following table presents ACV as of the dates indicated:

	June 30,				Variance
(in thousands, except percentages)	2020		2019		$		%
Annualized contract value	$	852,837	$	782,600	$	70,237	9.0	%

Annual Revenue Renewal Rates

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.

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CLARIVATE PLC

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Amounts in thousands, except per share and per share data, option price amounts, ratios or as noted)

“Annual revenue renewal rate” is the metric we use to determine renewal levels by existing customers across all of our Groups, and is a leading indicator of renewal trends, which impact the evolution of our ACV and results of operations. We calculate the annual revenue 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 reposting period, are excluded from both the numerator and denominator of the calculation. We calculate the annual revenue renewal rate to reflect the value of product downgrades but not the value of product upgrades upon renewal, because upgrades reflect the purchase of additional services.

The impact of upgrades, new subscriptions and product price increases is reflected in ACV, but not in annual revenue renewal rates. Our annual revenue renewal rates were 92.6% and 91.8% for the six months ended June 30, 2020 and 2019, respectively.

Results of Operations

The following table presents the results of operations for the three months ended June 30, 2020 and 2019:

	Three Months Ended June 30,				Variance Increase / (Decrease)
	2020		2019		$		%
(in thousands, except percentages)
Revenues, net	$	273,500	$	242,309	$	31,191	12.9	%
Cost of revenues, excluding depreciation and amortization	(90,859)		(87,629)		3,230		3.7	%
Selling, general and administrative costs, excluding depreciation and amortization	(88,482)		(92,453)		(3,971)		(4.3)	%
Share-based compensation expense	(6,856)		(33,932)		(27,076)		(79.8)
Depreciation	(2,904)		(2,131)		773		36.3	%
Amortization	(53,241)		(40,932)		12,309		30.1	%
Transaction expenses	(8,527)		(23,158)		(14,631)		(63.2)	%
Transition, integration and other related expenses	(1,320)		(5,262)		(3,942)		(74.9)	%
Restructuring	(15,846)		—		15,846		N/M
Other operating income, net	8,781		6,607		2,174		32.9	%
Total operating expenses	(259,254)		(278,890)		(19,636)		(7.0)	%
Gain (loss) from operations	14,246		(36,581)		(50,827)		N/M
Interest expense, net	(21,122)		(37,468)		(16,346)		(43.6)	%
Loss before income tax	(6,876)		(74,049)		(67,173)		(90.7)	%
Benefit (provision) for income taxes	5,385		(3,712)		(9,097)		N/M
Net loss	$	(1,491)	$	(77,761)	$	(76,270)	(98.1)	%

41

CLARIVATE PLC

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Amounts in thousands, except share and per share data, option price amounts, ratios or as noted)

The following table presents the results of operations for the six months ended June 30, 2020 and 2019:

	Six Months Ended June 30,				Variance Increase / (Decrease)
	2020		2019		$		%
(in thousands, except percentages)	(unaudited)
Revenues, net	$	514,092	$	476,334	$	37,758	7.9	%
Cost of revenues, excluding depreciation and amortization	(173,258)		(176,896)		(3,638)		(2.1)	%
Selling, general and administrative costs, excluding depreciation and amortization	(175,430)		(184,749)		(9,319)		(5.0)	%
Share-based compensation expense	(24,325)		(37,108)		(12,783)		(34.4)	%
Depreciation	(5,233)		(4,182)		1,051		25.1	%
Amortization	(102,353)		(97,038)		5,315		5.5	%
Transaction expenses	(35,216)		(33,428)		1,788		5.3	%
Transition, integration and other related expenses	(3,552)		(6,423)		(2,871)		(44.7)	%
Restructuring and impairment	(23,600)		—		23,600		N/M
Other operating income, net	14,813		990		13,823		N/M
Total operating expenses	(528,154)		(538,834)		(10,680)		(2.0)	%
Loss from operations	(14,062)		(62,500)		(48,438)		(77.5)	%
Interest expense, net	(52,062)		(70,569)		(18,507)		(26.2)	%
Loss before income tax	(66,124)		(133,069)		(66,945)		(50.3)	%
Provision for income taxes	(9,368)		(3,952)		5,416		N/M
Net loss	$	(75,492)	$	(137,021)	$	(61,529)	(44.9)	%

Three Months Ended June 30, 2020 Compared to Three Months Ended June 30, 2019

Revenues, Net

Revenues, net of $273,500 for the three months ended June 30, 2020, increased by $31,191, or 12.9%, from $242,309 for the three months ended June 30, 2019. On a constant currency basis, Revenues, net increased $34,259, or 14.2% for the three months ended June 30, 2020. Revenues, net of $514,092 for the six months ended June 30, 2020, increased by $37,758, or 7.9%, from $476,334 for the six months ended June 30, 2019. On a constant currency basis, Revenues, net increased $42,564, or 8.9% for the six months ended June 30, 2020.

Adjusted Revenues, which excludes the impact of the deferred revenues adjustment, increased $34,492, or 14.2%, to$276,932 in the three months ended June 30, 2020 from $242,440 in the three months ended June 30, 2019. On a constant currency basis, Adjusted Revenues increased $37,560, or 15.5% for the three months ended June 30, 2020. Adjusted Revenues increased $42,777, or 9.0%, to $519,406 in the six months ended June 30, 2020 from $476,629 in the six months ended June 30, 2019. On a constant currency basis, Adjusted Revenues increased $47,583, or 10.0% for the six months ended June 30, 2020. For an explanation of our calculation of Adjusted Revenues and the limitations as to its usefulness, see “— Certain Non-GAAP Measures — Adjusted Revenues, Adjusted Subscription Revenues and Adjusted Transactional Revenues.”

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

42

CLARIVATE PLC

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Amounts in thousands, except share and per share data, option price amounts, ratios or as noted)

					Variance Increase/(Decrease)				Percentage of Factors Increase/(Decrease)
	Three Months Ended June 30,				Total Variance (Dollars)		Total Variance (Percentage)		Acquisitive		Disposal		FX Impact		Organic
(in thousands, except percentages)	2020		2019
Subscription revenues	$	216,569	$	202,747	$	13,822	6.8	%	11.4	%	(6.9)	%	(1.3)	%	3.6	%
Transactional revenues	60,363		39,693		20,670		52.1	%	66.1	%	(0.6)	%	(0.8)	%	(12.6)	%
Deferred revenues adjustment (1)	(3,432)		(131)		(3,301)		NM		NM		—	%	—	%	75.5	%
Revenues, net	$	273,500	$	242,309	$	31,191	12.9	%	18.9	%	(5.9)	%	(1.3)	%	1.2	%
Deferred revenues adjustment (1)	3,432		131		3,301		NM		NM		—	%	—	%	(75.5)	%
Adjusted Revenues, net	$	276,932	$	242,440	$	34,492	14.2	%	20.3	%	(5.9)	%	(1.3)	%	1.1	%

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

Subscription revenues increased by $13,822, or 6.8% for the three months ended June 30, 2020. On a constant currency basis, subscription revenues increased by $16,555, or 8.1%. Acquisitive subscription growth was generated from the acquisitions of Darts-ip in November 2019 and DRG in February 2020. Disposal subscription reduction was derived from the divestiture of the MarkMonitor Brand Protection, Antipiracy, and Antifraud products in January 2020. Organic subscription revenues increased primarily due to price increases and new business, including several large contracts entered into during June 2020.

Transactional revenues increased by $20,670, or 52.1% for the three months ended June 30, 2020. On a constant currency basis, transactional revenues increased by $21,005, or 52.9%. Acquisitive transactional growth was generated from the acquisitions of Darts-ip in November 2019 and DRG in February 2020. Disposal transactional reduction was derived from the divestiture of the MarkMonitor Brand Protection, Antipiracy, and Antifraud products in January 2020. Organic transactional revenues decreased due to an overall decrease in demand primarily driven by economic conditions resulting from the COVID-19 pandemic.

					Variance Increase/(Decrease)				Percentage of Factors Increase/(Decrease)
	Six Months Ended June 30,				Total Variance (Dollars)		Total Variance (Percentage)		Acquisitive		Disposal		FX Impact		Organic
(in thousands, except percentages)	2020		2019
Subscription revenues	$	409,804	$	395,239	$	14,565	3.7	%	8.3	%	(7.1)	%	(1.0)	%	3.5	%
Transactional revenues	109,602		81,390		28,212		34.7	%	44.0	%	(1.1)	%	(0.8)	%	(7.4)	%
Deferred revenues adjustment (1)	(5,314)		(295)		(5,019)		NM		NM		—	%	—	%	71.3	%
Revenues, net	$	514,092	$	476,334	$	37,758	7.9	%	13.3	%	(6.1)	%	(1.0)	%	1.7	%
Deferred revenues adjustment (1)	5,314		295		5,019		NM		NM		—	%	—	%	(71.3)	%
Adjusted Revenues, net	$	519,406	$	476,629	$	42,777	9.0	%	14.4	%	(6.1)	%	(1.0)	%	1.7	%

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

Subscription revenues increased by $14,565, or 3.7% for the six months ended June 30, 2020. On a constant currency basis, subscription revenues increased by $18,679, or 4.7%. Acquisitive subscription growth was generated from the acquisitions of Darts-ip in November 2019 and DRG in February 2020. Disposal subscription revenues reduction was derived from the divestiture of the MarkMonitor Brand Protection, Antipiracy, and Antifraud products in January 2020. Organic subscription revenues increased primarily due to price increases and new business, including several large contracts entered into during June 2020.

Transactional revenues increased by $28,212, or 34.7% for the six months ended June 30, 2020. On a constant currency basis, transactional revenues increased by $28,904, or 35.5%. Acquisitive transactional growth was generated from the acquisitions of Darts-ip in November 2019 and DRG in February 2020. Disposal transactional reduction was derived from the divestiture of the MarkMonitor Brand Protection, Antipiracy, and Antifraud products in January 2020. Organic transactional revenues decreased due to an overall decrease in demand primarily driven by economic conditions resulting from the COVID-19 pandemic. This decrease was offset partially by increased revenues related to the upgrades of the Techstreet product offerings.

43

CLARIVATE PLC

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Amounts in thousands, except share and per share data, option price amounts, ratios or as noted)

The table below presents our revenue split by geographic region for the periods indicated, as well the drivers of the variances between periods, including as a percentage of such revenues.

					Variance Increase/(Decrease)				Percentage of Factors Increase/(Decrease)
Revenues by Geography	Three Months Ended June 30,				Total Variance (Dollars)		Total Variance (Percentage)		Acquisitive		Disposal		FX Impact		Organic
(in thousands, except percentages)	2020		2019
Americas	$	142,586	$	118,105	$	24,481	20.7	%	31.9	%	(8.0)	%	(0.2)	%	(3.0)	%
Europe/Middle East/Africa	73,850		68,195		5,655		8.3	%	13.3	%	(5.7)	%	(2.7)	%	3.4	%
Asia Pacific	$	60,496	$	56,140	$	4,356	7.8	%	4.7	%	(1.8)	%	(1.8)	%	6.7	%
Deferred revenues adjustment (1)	(3,432)		(131)		(3,301)		NM		NM		—	%	—	%	75.5	%
Revenues, net	$	273,500	$	242,309	$	31,191	12.9	%	18.9	%	(5.9)	%	(1.3)	%	1.2	%
Deferred revenues adjustment (1)	3,432		131		3,301		NM		NM		—	%	—	%	(75.5)	%
Adjusted Revenues	$	276,932	$	242,440	$	34,492	14.2	%	20.3	%	(5.9)	%	(1.3)	%	1.1	%

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

Acquisitive growth for all regions was related to the acquisitions of Darts-ip in November 2019 and DRG in February 2020. Disposal reduction is derived from the divestiture of the MarkMonitor Brand Protection, Antipiracy, and Antifraud products in January 2020. On a constant currency basis, Americas revenues increased by $24,710, or 20.9%, with organic growth due to lower demand of the transactional revenues. On a constant currency basis, Middle East/Africa/Europe revenues increased by $7,478, or 11.0%, with organic growth increasing reflecting improved subscription revenues. On a constant currency basis, Asia Pacific revenues increased $5,372, or 9.6%, with organic growth increasing due to improved subscription revenues.

					Variance Increase/(Decrease)				Percentage of Factors Increase/(Decrease)
Revenues by Geography	Six Months Ended June 30,				Total Variance (Dollars)		Total Variance (Percentage)		Acquisitive		Disposal		FX Impact		Organic
(in thousands, except percentages)	2020		2019
Americas	$	259,578	$	230,241	$	29,337	12.7	%	22.2	%	(8.3)	%	(0.2)	%	(1.0)	%
Europe/Middle East/Africa	140,645		135,193		5,452		4.0	%	10.1	%	(5.7)	%	(2.2)	%	1.8	%
Asia Pacific	$	119,183	$	111,195	$	7,988	7.2	%	3.6	%	(1.9)	%	(1.3)	%	6.8	%
Deferred revenues adjustment (1)	(5,314)		(295)		(5,019)		NM		NM		—	%	—	%	71.3	%
Revenues, net	$	514,092	$	476,334	$	37,758	7.9	%	13.3	%	(6.1)	%	(1.0)	%	1.7	%
Deferred revenues adjustment (1)	5,314		295		5,019		NM		NM		—	%	—	%	(71.3)	%
Adjusted Revenues	$	519,406	$	476,629	$	42,777	9.0	%	14.4	%	(6.1)	%	(1.0)	%	1.7	%

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

Acquisitive growth for all regions was related to the acquisitions of Darts-ip in November 2019 and DRG in February 2020. Disposal reduction is derived from the divestiture of the MarkMonitor Brand Protection, Antipiracy, and Antifraud products in January 2020. On a constant currency basis, Americas revenues increased by $29,695, or 12.9%, with organic growth decreasing due to lower demand of the transactional revenues. On a constant currency basis, Middle East/Africa/Europe revenues increased by $8,428, or 6.2%, with organic growth increasing primarily due to improved subscription revenue. On a constant currency basis, Asia Pacific revenues increased $9,460, or 8.5%, with organic growth increasing due to improved subscription revenues.

The following tables, and the discussion that follows, present our revenues by Product Group for the periods indicated, as well the drivers of the variances between periods, including as a percentage of such revenues.

44

CLARIVATE PLC

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Amounts in thousands, except share and per share data, option price amounts, ratios or as noted)

					Variance Increase/(Decrease)				Percentage of Factors Increase/(Decrease)
Revenues by Product Group	Three Months Ended June 30,				Total Variance (Dollars)		Total Variance (Percentage)		Acquisitive		Disposal		FX Impact		Organic
(in thousands, except percentages)	2020		2019
Science Product Group	$	183,671	$	136,139	$	47,532	34.9	%	34.3	%	—	%	(1.8)	%	2.4	%
IP Product Group	93,261		106,301		(13,040)		(12.3)	%	2.5	%	(13.5)	%	(0.6)	%	(0.7)	%
Deferred revenues adjustment (1)	(3,432)		(131)		(3,301)		NM		NM		—	%	—	%	75.5	%
Revenues, net	$	273,500	$	242,309	$	31,191	12.9	%	18.9	%	(5.9)	%	(1.3)	%	1.2	%
Deferred revenues adjustment (1)	3,432		131		3,301		NM		NM		—	%	—	%	(75.5)	%
Adjusted revenues	$	276,932	$	242,440	$	34,492	14.2	%	20.3	%	(5.9)	%	(1.3)	%	1.1	%

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

Science Product Group: Revenues of $183,671 for the three months ended June 30, 2020 increased $47,532, or 34.9% from $136,139 for the three months ended June 30, 2019. On a constant currency basis, revenues increased by $49,939, or 36.7%, driven by subscription and transactional revenues growth. Acquisitive growth is generated from the acquisition of DRG in February 2020. Organic revenues increased due to price increases and new business in subscription revenues and a few large contracts signed in June 2020, partially offset by a decrease in transactional revenues due to a decline in demand.

IP Product Group: Revenues of $93,261 for the three months ended June 30, 2020 decreased $13,040, or 12.3% from $106,301 for the three months ended June 30, 2019. On a constant currency basis, revenue decreased $12,379, or 11.7%, driven by a decrease in subscription and transactional revenues. Acquisitive growth was generated from the acquisition of Darts-ip in November 2019. Disposal reduction was derived from the disposal of the MarkMonitor Brand Protection, Antipiracy, and Antifraud productions in January 2020. Organic revenues decreased due to a decrease in demand for transactional revenues offset by an increase in subscription driven by momentum across the IP subscription products due in part to continuing product and content upgrades.

					Variance Increase/(Decrease)				Percentage of Factors Increase/(Decrease)
Revenues by Product Group	Six Months Ended June 30,				Total Variance (Dollars)		Total Variance (Percentage)		Acquisitive		Disposal		FX Impact		Organic
(in thousands, except percentages)	2020		2019
Science Product Group	$	330,931	$	265,349	$	65,582	24.7	%	24.0	%	—	%	(1.4)	%	2.1	%
IP Product Group	188,475		211,280		(22,805)		(10.8)	%	2.4	%	(13.7)	%	(0.5)	%	1.0	%
Deferred revenues adjustment (1)	(5,314)		(295)		(5,019)		NM		NM		—	%	—	%	71.3	%
Revenues, net	$	514,092	$	476,334	$	37,758	7.9	%	13.3	%	(6.1)	%	(1.0)	%	1.7	%
Deferred revenues adjustment (1)	5,314		295		5,019		NM		NM		—	%	—	%	(71.3)	%
Adjusted revenues	$	519,406	$	476,629	$	42,777	9.0	%	14.4	%	(6.1)	%	(1.0)	%	1.7	%

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

Science Product Group: Revenues of $330,931 for the six months ended June 30, 2020 increased $65,582, or 24.7% from $265,349 for the six months ended June 30, 2019. On a constant currency basis, revenues increased by $69,232, or 26.1%, driven by subscription and transactional revenues growth. Acquisitive growth was generated from the acquisition of DRG in February 2020. Organic revenues increased due to price increases and new business in subscription revenues and a few large contracts signed in June 2020, partially offset by a decrease in transactional revenues due to a decline in demand.

IP Product Group: Revenues of $188,475 for the six months ended June 30, 2020 decreased $22,805, or 10.8% from $211,280 for the six months ended June 30, 2019. On a constant currency basis, revenue increased $21,649, or 10.3%.. Acquisitive growth was generated from the acquisition of Darts-ip in November 2019. Disposal reduction was derived from the disposal of the MarkMonitor Brand Protection, Antipiracy, and Antifraud productions in January 2020. Organic revenues increased due to an increase in momentum across the IP subscription products due in part to continuing product and content upgrades and offset by a decline in demand for transactional revenues.

45

CLARIVATE PLC

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Amounts in thousands, except share and per share data, option price amounts, ratios or as noted)

Cost of Revenues, Excluding Depreciation and Amortization

Cost of revenues of $90,859 for the three months ended June 30, 2020 increased by $3,230, or 3.7%, from $87,629 for the three months ended June 30, 2019. Cost of revenues of $173,258 for the six months ended June 30, 2020 decreased by $3,638, or 2.1%, from $176,896 for the six months ended June 30, 2019. On a constant currency basis, cost of revenues increased by $4,433 or 5.1% for the three months ended June 30, 2020 primarily due to additional costs related to DRG, which was acquired in February 2020, offset by a decrease in costs associated with transition service agreement, employee related costs and outside services including consulting fees. On a constant currency basis, cost of revenues decreased by 1,746 or 1.0% for the six months ended June 30, 2020 primarily due to a decrease in costs associated with transition service agreement, employee related costs and outside services including consulting fees, offset by additional costs related to DRG, which was acquired in February 2020, and additional software licensing costs.

Selling, General and Administrative, Excluding Depreciation and Amortization

Selling, general and administrative expense of $88,482 for the three months ended June 30, 2020, decreased by $3,900, or 4.3%, from $92,453 for the three months ended June 30, 2019. Selling, general and administrative expense of $175,430 for the six months ended June 30, 2020, decreased by $9,319, or 5.0%, from $184,749 for the six months ended June 30, 2019. On a constant currency basis, Selling, general and administrative expenses decreased by $2,985, or 3.2%, for the three months ended June 30, 2020 primarily due to a decrease in costs associated with transition service agreement, employee related costs, outside services including consulting fees and marketing costs, offset by additional costs related to DRG, which was acquired in February 2020. On a constant currency basis, Selling, general and administrative expense decreased 7,658, or 4.1%, for the six months ended June 30, 2020 primarily due to a decrease in costs associated with transition service agreement, employee related costs, outside services including consulting fees and marketing costs, offset by additional costs related to DRG, which we acquired in February 2020.

Share-based Compensation

Share-based compensation expense of $6,856 for the three months ended June 30, 2020 decreased by $27,076, or 79.8% from $33,932 for the three months ended June 30, 2019. Share-based compensation expense of $24,325 for the six months ended June 30, 2020 decreased by $12,783, or 34.4% from $37,108 for the six months ended June 30, 2019. The decreases in the three and six months ended June 30, 2020 were largely due to accelerated vesting, additional awards granted, and expense related to our merger with Churchill Capital Corp in 2019. This decrease was partially offset by additional expense related to the waived performance vesting condition associated with the Merger Shares in Q1 2020 and the issuance of RSUs in the six months ended June 30, 2020.

Depreciation

Depreciation of $2,904 for the three months ended June 30, 2020 increased by $773, or 36.3% from $2,131 for the three months ended June 30, 2019. Depreciation of $5,233 for the six months ended June 30, 2020 increased by $1,051, or 25.1% from $4,182 for the six months ended June 30, 2019. The increase in the three and six months ended June 30, 2020 was driven by the additional depreciation on assets acquired through the acquisitions of Darts-ip in November 2019 and DRG in February 2020. This increase was offset by run-off of previously purchased capital expenditures.

Amortization

Amortization of $53,241 for the three months ended June 30, 2020 increased by $12,309, or 30.1%, from $40,932 for the three months ended June 30, 2019. Amortization of $102,353 for the six months ended June 30, 2020 increased by $5,315, or 5.5%, from $97,038 for the six months ended June 30, 2019. The increase in the period three and six months ended June 30, 2020 was driven by an increase in the amortization on intangible assets acquired through the acquisitions of Darts-ip in November 2019 and DRG in February 2020. This increase was offset by a decrease in amortization related to intangible assets acquired in connection with our separation from Thomson Reuters in 2016 that are now fully amortized and reduction of amortization on the Mark Monitor intangible assets disposed of in January 2020.

46

CLARIVATE PLC

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Amounts in thousands, except share and per share data, option price amounts, ratios or as noted)

Transaction Expenses

Transaction expenses of $8,527 for the three months ended June 30, 2020, decreased by $14,631, or 63.2% from $23,158 for the three months ended June 30, 2019. Transaction expenses of $35,216 for the six months ended June 30, 2020, increased by $1,788, or 5.3 from $33,428 for the six months ended June 30, 2019. The decrease in the three months ended June 30, 2020 was due to reduction in costs incurred in association with our merger with Churchill Capital Corp in 2019, offset by costs associated with the DRG acquisition during 2020. The increase in the six months ended June 30, 2020 was due to reduction in costs incurred in association with our merger with Churchill Capital Corp in 2019, offset by costs associated with the DRG acquisition, the MarkMonitor divestiture and other finance merger and acquisition related activities during 2020.

Transition, Integration, and Other Related Expenses

Transition, integration, and other expenses of $1,320 for the three months ended June 30, 2020, decreased by $4,000, or 74.9%, from $5,262 for the three months ended June 30, 2019. Transition, integration, and other expenses of $3,552 for the six months ended June 30, 2020, decreased by $2,871, or 44.7%, from $6,423 for the six months ended June 30, 2019. The decrease in the three and six months ended June 30, 2020 reflects the slowing pace of costs incurred in connection with establishing our standalone company infrastructure following our separation from Thomson Reuters in 2016 and our merger with Churchill Capital Corp in 2019.

Restructuring and impairment

Restructuring of $15,846 for the three months ended June 30, 2020, increased by $15,846, from $0 for the three months ended June 30, 2019. Restructuring and impairment of $23,600 for the six months ended June 30, 2020, increased by $23,600, from $0 for the six months ended June 30, 2019. The increase is related to initiatives, following our merger with Churchill Capital Corp in 2019 and acquisition of DRG in February 2020, to streamline our operations by simplifying our organization and focusing on two product groups.

Other Operating Income, Net

Other operating income, net of $8,781 for the three months ended June 30, 2020 increased by $2,174, or 32.9%, from $6,607 for the three months ended June 30, 2019. Other operating income, net of $14,813 for the six months ended June 30, 2020 increased by $13,823 from $990 for the six months ended June 30, 2019. The change was attributable to the consolidated impact of the remeasurement of the assets and liabilities of our Company that are denominated in currencies other than each relevant entity’s functional currency.

Interest Expense, net

Interest expense, net of $21,122 for the three months ended June 30, 2020, decreased by $16,346, or 43.6% from $37,468 for the three months ended June 30, 2019. Interest expense, net of $52,062 for the six months ended June 30, 2020, decreased by $18,507, or 26.2% from $70,569 for the six months ended June 30, 2019.The decreases in the interest expense, net for periods three and six months ended June 30, 2020 was due to lower interest payments resulting from lower interest rates on the Company's borrowings as the result of the refinancing transaction in October 2019 offset by the additional $360,000 incremental term loan borrowings.

Benefit (Provision) for Income Taxes

There was a benefit of $5,385 for the three months ended June 30, 2020, compared to a provision of $3,712 for income taxes for the three months ended June 30, 2019. There was a provision of $9,368 for the six months ended June 30, 2020, compared to a provision of $3,952 for income taxes for the six months ended June 30, 2019. The tax benefit/provision in each period reflected the mix of taxing jurisdictions in which pre-tax profits and losses were recognized.

47

CLARIVATE PLC

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Amounts in thousands, except share and per share data, option price amounts, ratios or as noted)

Certain Non-GAAP Measures

We include non-GAAP measures in this Report, including Adjusted Revenues, Adjusted EBITDA, Adjusted EBITDA margin and Free Cash Flow because they are a basis upon which our management assesses our performance and we believe they reflect the underlying trends and indicators of our business by allowing management to focus on the most meaningful indicators of our continuous operational performance.

Although we believe these measures are useful for investors for the same reasons, we recommend users of the financial statements to note these measures are not a substitute for GAAP financial measures or disclosures. We provide reconciliations of these non-GAAP measures to the corresponding most closely related GAAP measure.

Adjusted Revenues

We present Adjusted Revenues, which excludes the impact of the deferred revenues purchase accounting adjustment recorded in connection with the separation from Thomson Reuters and acquisitions. We present this measure because we believe it is useful to readers to better understand the underlying trends in our operations.

Our presentation of Adjusted Revenues is for informational purposes only and is not necessarily indicative of our future results. You should compensate for these limitations by relying primarily on our GAAP results and only using non-GAAP measures for supplementary analysis.

The following table presents our calculation of Adjusted Revenues for the three months ended June 30, 2020 and 2019 and a reconciliation of this measure to our Revenues, net for the same periods:

	Three Months Ended June 30,				Variance
(in thousands, except percentages)	2020		2019		$		%
Revenues, net	$	273,500	$	242,309	$	31,191	12.9	%
Deferred revenues adjustment	3,432		131		3,301		NM
Adjusted revenues	$	276,932	$	242,440	$	34,492	14.2	%

	Six Months Ended June 30,				Variance
(in thousands, except percentages)	2020		2019		$		%
Revenues, net	$	514,092	$	476,334	$	37,758	7.9	%
Deferred revenues adjustments	5,314		295		5,019		NM
Adjusted revenues	$	519,406	$	476,629	$	42,777	9.0	%

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. See "— Certain Non-GAAP Measures — Adjusted EBITDA and Adjusted EBITDA margin" for important information on the limitations of Adjusted EBITDA and its reconciliation to our Net loss under GAAP. Adjusted EBITDA represents net loss before provision for income taxes, depreciation and amortization, interest income and expense adjusted to exclude acquisition or disposal-related transaction costs (such costs include net income from continuing operations before provision for income taxes, depreciation and amortization and interest income and expense from divestitures), losses on extinguishment of debt, stock-based compensation, unrealized foreign currency gains/(losses), costs associated with the transition services agreement with Thomson Reuters, which we entered into in connection with our separation from Thomson Reuters in 2016, separation and integration costs, transformational and restructuring expenses, acquisition-related adjustments to deferred revenues, costs related to our merger with Churchill Capital Corp in 2019, non-cash income/(loss) on equity and cost method investments, non-operating income or expense, the impact of certain non-cash, legal settlements and other items that are included in net income for the period that the Company does not consider indicative of its ongoing operating performance and certain unusual items impacting results in a particular period. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by Adjusted 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

48

CLARIVATE PLC

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Amounts in thousands, except share and per share data, option price amounts, ratios or as noted)

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. You should compensate for these limitations by relying primarily on our U.S. GAAP results and only use Adjusted EBITDA and Adjusted EBITDA margin for supplementary analysis.

The following table presents our calculation of Adjusted EBITDA for the three months ended June 30, 2020 and 2019 and reconciles these measures to our Net loss for the same periods:

	Three Months Ended June 30,						Six Months Ended June 30,
(in thousands, except percentages)	2020			2019			2020			2019
Net loss	$	(1,491)		$	(77,761)		$	(75,492)		$	(137,021)
Benefit (provision) for income taxes	(5,385)			3,712			9,368			3,952
Depreciation and amortization	56,145			43,063			107,586			101,220
Interest, net	21,122			37,468			52,062			70,569
Transition services agreement costs(1)	(789)			2,474			762			7,747
Transition, transformation and integration expense(2)	1,324			11,341			3,552			13,801
Deferred revenues adjustment(3)	3,432			131			5,314			295
Transaction related costs(4)	8,527			23,158			35,216			33,428
Share-based compensation expense	6,856			33,932			24,325			37,108
Restructuring(5)	15,846			—			23,600			—
Other(6)	(5,468)			(4,300)			(7,952)			1,344
Adjusted EBITDA	$	100,119		$	73,218		$	178,341		$	132,443
Adjusted EBITDA margin	36.2		%	30.2		%	34.3		%	27.8		%

(1) In 2020, this is related to a new transition services agreement and offset by the reverse transition services agreement from the sale of MarkMonitor assets. In 2019, this includes payments to Thomson Reuters under the Transition Services Agreement.

(2) Includes costs incurred in connection with and after our separation from Thomson Reuters in 2016 relating to the implementation of our standalone company infrastructure and related cost-savings initiatives. These costs include mainly transition consulting, technology infrastructure, personnel and severance expenses relating to our standalone company infrastructure, which are recorded in Transition, integration, and other line-item of our income statement, as well as expenses related to the restructuring and transformation of our business following our separation from Thomson Reuters in 2016, mainly related to the integration of separate business units into one functional organization and enhancements in our technology.

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

(4) Includes costs incurred to complete business combination transactions, including acquisitions and dispositions, and typically include advisory, legal and other professional and consulting costs.

(5) Reflects costs incurred in connection with the initiative, following our merger with Churchill Capital Corp in 2019, to streamline our operations by simplifying our organization and focusing on two product groups. This also includes restructuring related costs following the acquisition of DRG in 2020.

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

Free Cash Flow

We use free cash flow in our operational and financial decision-making and believe free cash flow is useful to investors because similar measures are frequently used by securities analysts, investors, ratings agencies and other interested parties to evaluate our competitors and to measure the ability of companies to service their debt.

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. You should compensate for these limitations by relying primarily on our U.S. GAAP results.

49

CLARIVATE PLC

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Amounts in thousands, except share and per share data, option price amounts, ratios or as noted)

We define free cash flow as net cash provided by operating activities less capital expenditures. For further discussion on free cash flow, including a reconciliation to cash flows provided by operating activities, refer to “— Liquidity and Capital Resources — Cash Flows" below.

Liquidity and Capital Resources

Liquidity describes the ability of a company to generate sufficient cash flows to meet the cash requirements of its business operations, including working capital needs, capital expenditures, debt service, acquisitions, other commitments and contractual obligations. Our principal sources of liquidity include cash from operating activities, cash and cash equivalents on our Interim Condensed Balance Sheet and amounts available under our revolving credit facility. We consider liquidity in terms of the sufficiency of these resources to fund our operating, investing and financing activities for a period of 12 months after the financial statement issuance date.

Our cash flows from operations are generated primarily from payments from our subscription customers. As described above, the standard term of a subscription is typically 12 months. When a customer enters into a new subscription agreement, or submits a notice to renew their subscription, we typically invoice for the full amount of the subscription period, record the balance to deferred revenues, and ratably recognize the deferral throughout the subscription period. As a result, we experience cash flow seasonality throughout the year, with a heavier weighting of operating cash inflows occurring during the first half, and particularly first quarter, of the year, when most subscription invoices are sent, as compared to the second half of the year.

We require and will continue to need significant cash resources to, among other things, meet our debt service requirements under our credit facilities, our secured notes due 2026 and any future indebtedness, fund our working capital requirements, make capital expenditures (including related to product development), and expand our business through acquisitions. We continue to assess the changing environment in relation to COVID-19 and conducted a scenario planning exercise to assess the potential impact on our liquidity and our future financial position. The scenario planning has taken into account our existing cash position, the creditworthiness of our banking partners, potential revenue outcomes (in both a worst and reasonable downside scenario), and to be prudent evaluated potential reductions in the cost base. Based on our forecasts, we believe that cash flow from operations, available cash on hand and available borrowing capacity under our revolving credit facility will be adequate to service debt, meet liquidity needs and fund necessary capital expenditures for at least the next 12 months. Our future capital requirements will depend on many factors, including the number of future acquisitions, data center infrastructure investments, 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.

Unrestricted cash and cash equivalents were $608,522 and $76,130 as of June 30, 2020 and December 31, 2019, respectively. We had approximately $1,953,700 of debt as of June 30, 2020, consisting primarily of $1,253,700 in borrowings under our term loan facility, and $700,000 in outstanding principal of secured notes due 2026 with no borrowings under our revolving credit facility as of the date. As of December 31, 2019, we had approximately $1,665,000 of debt, consisting primarily of $900,000 in borrowings under our term loan facility, $700,000 in outstanding principal of secured notes due 2026 and $65,000 of borrowings under our revolving credit facility (which borrowings under our revolving credit facility we subsequently paid down in full in February 2020). On February 28, 2020, we incurred an incremental $360,000 of term loans under our term loan facility and used the net proceeds from such borrowings, together with cash on hand, to fund a portion of the cash consideration for the DRG acquisition and to pay related fees and expenses. See “—Debt Profile” below.

Cash Flows

The following table discloses our consolidated cash flows provided by (used in) operating, investing and financing activities for the periods presented:

50

CLARIVATE PLC

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Amounts in thousands, except share and per share data, option price amounts, ratios or as noted)

	Six Months Ended June 30,
(in thousands)	2020		2019
Net cash provided by operating activities	$	107,562	$	42,887
Net cash used in investing activities	(940,205)		(24,871)
Net cash provided by (used in) financing activities	1,376,254		(448)
Effect of exchange rates	(9,218)		(80)
Increase in cash and cash equivalents, and restricted cash	534,393		17,488
Cash and cash equivalents, and restricted cash beginning of the year	76,139		25,584
Cash and cash equivalents, and restricted cash end of the period	$	610,532	$	43,072

Cash Flows Provided by (Used in) Operating Activities

Net cash provided by operating activities consists of net loss adjusted for non-cash items, such as: depreciation and amortization of property and equipment and intangible assets, deferred income taxes, share-based compensation, deferred finance charges and for changes in net working capital assets and liabilities.

Net cash provided by operating activities was $107,562 and $42,887 for the six months ended June 30, 2020 and June 30, 2019, respectively. The $107,562 of net cash from operating activities for the six months ended June 30, 2020 included net loss of $75,492 offset with $120,436 of non-cash adjustments and changes in operating assets and liabilities of $62,618. The improvement in operating cash flows was driven by increased in revenue illustrating an increase in sales year over year and offset by a lower operating expenses.

Cash Flows Provided by (Used in) Investing Activities

Net cash used in investing activities was $940,205 for the six months ended June 30, 2020. Cash flows used in investing is attributable to: and (1) $885,323 of key business intangible assets acquired from Decision Resource Group, (2) $52,651 in capital expenditures and (3) $5,982 of key business intangible assets acquired from CustomersFirst Now. This activity was offset by cash flows provided by investing related to $3,751 of divestiture related to the sale of the MarkMonitor AntiFraud, Antipiracy, and Brand Protection products.

Net cash used in investing activities was $24,871 for the three months ended June 30, 2019 reflecting capital expenditures.

Our capital expenditures in both 2020 and 2019 consisted primarily of capitalized labor, consulting and other costs associated with product development.

Cash Flows Provided by (Used) in Financing Activities

Net cash provided by financing activities was $1,376,254 for the six months ended June 30, 2020. Key drivers of cash flows provided by financing include: (1) Proceeds of $843,766 from the issuance of ordinary shares related to our public offerings, (2) $360,000 from the issuance of an incremental term loan and (3) $277,526 and $1,182 from the exercise of warrants and employee share options, respectively. This activity was offset by cash flows used in financing related to: (1) $65,000 repayment of borrowings under the revolving credit facility, (2) $25,538 of payments related to tax withholdings for stock-based compensation, (3) $4,115 payment related to the TradeMark Vision contingent earn out, (4) $5,267 payment of debt issuance costs related to the issuance of the incremental term loan and (5) $6,300 principle payment on the term loan facility.

Net cash used in financing activities was $448 for the six months ended June 30, 2019. Key drivers of cash flows used in financing include: (1) Payment of $630,000 on the Term Loan Facility upon consummation of the Transaction with Churchill, (2) $50,000 repayment of borrowings under the Revolving Credit Facility and (3) $7,672 in recurring Term Loan Facility principal repayments. This activity was offset by cash flows provided by financing related to: (1) $682,087 of proceeds from the Transactions, net of cash acquired, (2) $5,000 in proceeds from the Revolving Credit Facility and (3) $137 related to the issuance of ordinary shares.

In February 2020, we completed an underwritten public offering of 27,600,000 of our ordinary shares, generating net proceeds of $539,714, which we used to fund a portion of the cash consideration for the DRG acquisition. In addition, we incurred an incremental $360,000 of term loans under our term loan facility and used the net proceeds

51

CLARIVATE PLC

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Amounts in thousands, except share and per share data, option price amounts, ratios or as noted)

from such borrowings, together with cash on hand, to fund the remainder of the cash consideration for the DRG acquisition and to pay related fees and expenses.

In June 2020, we completed an underwritten public offering of 50,400,000 of our ordinary shares at a share price of $22.50. Of the 50,400,000 ordinary shares, 14,000,000 were primary ordinary shares offered by Clarivate and 36,400,000 were secondary ordinary shares offered by selling shareholders including 20,821,765 ordinary shares from Onex, 8,097,354 ordinary shares from Baring and 7,480,881 ordinary shares from Directors, Director Nominees, Executive Officers and other shareholders. The Company did not receive any proceeds from the secondary ordinary shares sold by the selling shareholders. The Company received approximately $304,030 in net proceeds from the sale of ordinary shares offered by the Company, after deducting underwriting discounts and estimated offering expenses payable. We intend to use the net proceeds of the offering received by us for general corporate purposes.

During the period January 1, 2020 through February 21, 2020, 24,132,666 of the Company’s outstanding warrants were exercised for one ordinary share per whole warrant at a price of $11.50 per share.

Free Cash Flow (non-GAAP measure)

The following table reconciles free cash flow measure, which is a non-GAAP measure, to net cash provided by operating activities:

	Six Months Ended June 30,
(in thousands)	2020		2019
Net cash provided by operating activities	$	107,562	$	42,887
Capital expenditures	(52,651)		(24,871)
Free cash flow	$	54,911	$	18,016

Free cash flow was $54,911 for the three months ended June 30, 2020, compared to $18,016 for the three months ended June 30, 2019. The decrease in free cash flow was primarily due to higher capital expenditures.

Required Reported Data —Standalone Adjusted EBITDA

We are required to report Standalone Adjusted EBITDA, which is identical to Consolidated EBITDA and EBITDA as such terms are defined under our credit facilities, dated as of October 31, 2019 and the indenture governing our secured notes due 2026 issued by Camelot Finance S.A. and guaranteed by certain of our subsidiaries, respectively. In addition, the credit facilities and the indenture contain certain restrictive covenants that govern debt incurrence and the making of restricted payments, among other matters. These restrictive covenants utilize Standalone Adjusted EBITDA as a primary component of the compliance metric governing our ability to undertake certain actions otherwise proscribed by such covenants. Standalone Adjusted EBITDA reflects further adjustments to Adjusted EBITDA for cost savings already implemented and excess standalone costs.

Because Standalone Adjusted EBITDA is required pursuant to the terms of the reporting covenants under the credit facilities and the indenture and because this metric is relevant to lenders and noteholders, management considers Standalone Adjusted EBITDA to be relevant to the operation of its business. It is also utilized by management and the compensation committee of the Board as an input for determining incentive payments to employees.

Excess standalone costs are the difference between our actual standalone company infrastructure costs, and our estimated steady state standalone infrastructure costs. We make an adjustment for the difference because we have had to incur costs under the transition services agreement, with Thomson Reuters after we had implemented the infrastructure to replace the services provided pursuant to the transition services agreement, thereby incurring dual running costs. Furthermore, there has been a ramp up period for establishing and optimizing the necessary standalone infrastructure. Since our separation from Thomson Reuters, we have had to transition quickly to replace services provided under the transition services agreement, with optimization of the relevant standalone functions typically following thereafter. Cost savings reflect the annualized “run rate” expected cost savings, net of actual cost savings realized, related to restructuring and other cost savings initiatives undertaken during the relevant period.

Standalone Adjusted EBITDA is calculated under the credit facilities and the indenture by using our Consolidated Net Loss for the trailing 12-month period (defined in the credit facilities and the indenture as our U.S. GAAP net

52

CLARIVATE PLC

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Amounts in thousands, except share and per share data, option price amounts, ratios or as noted)

income adjusted for certain items specified in the credit facilities and the indenture) adjusted for items including: taxes, interest expense, depreciation and amortization, non-cash charges, expenses related to capital markets transactions, acquisitions and dispositions, restructuring and business optimization charges and expenses, consulting and advisory fees, run-rate cost savings to be realized as a result of actions taken or to be taken in connection with an acquisition, disposition, restructuring or cost savings or similar initiatives, “run rate” expected cost savings, operating expense reductions, restructuring charges and expenses and synergies related to the transition projected by us, costs related to any management or equity stock plan, other adjustments that were presented in the offering memorandum used in connection with the issuance of the secured notes due 2026 and earn-out obligations incurred in connection with an acquisition or investment.

The following table reconciles Standalone Adjusted EBITDA to our Net loss for the periods presented:

	Twelve Months Ended June 30,
	2020
(in thousands)
Net loss	$	(149,448)
Provision for income taxes	15,617
Depreciation and amortization	206,908
Interest, net	139,182
Transition services agreement costs(1)	3,496
Transition, transformation and integration expense(2)	14,123
Deferred revenues adjustment(3)	5,457
Transaction related costs(4)	48,002
Share-based compensation expense	38,600
Restructuring(5)	39,270
Legal settlement	(39,399)
Impairment on assets held for sale	18,431
Other(6)	(275)
Adjusted EBITDA	339,964
Realized foreign exchange gain	(6,805)
DRG Adjusted EBITDA Impact(7)	35,848
Cost savings(8)	39,733
Excess standalone costs(9)	30,079
Standalone Adjusted EBITDA	$	438,819

(1) In 2020, this is related to a new transition services agreement and offset by the reverse transition services agreement from the sale of MarkMonitor assets. In 2019, this includes payments to Thomson Reuters under the Transition Services Agreement.

(2) Includes cash payments in connection with and after our separation from Thomson Reuters in 2016 relating to the implementation of our standalone company infrastructure and related cost-savings initiatives. These cash payments include mainly transition consulting, technology infrastructure, personnel and severance expenses relating to our standalone company infrastructure, which are recorded in Transition, integration, and other line-item of our income statement, as well as cash payments related to the restructuring and transformation of our business following our separation from Thomson Reuters in 2016 mainly related to the integration of separate business units into one functional organization and enhancements in our technology. This also includes cash payments following our merger with Churchill Capital Corp in 2019, to streamline our operations by simplifying our organization and focusing on two product groups.

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

(4) Includes costs incurred to complete business combination transactions, including acquisitions and dispositions, and typically include advisory, legal and other professional and consulting costs.

53

CLARIVATE PLC

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Amounts in thousands, except share and per share data, option price amounts, ratios or as noted)

(5) Reflects costs incurred in connection with the initiative, following our merger with Churchill Capital Corp in 2019, to streamline our operations by simplifying our organization and focusing on two product groups. This also includes restructuring related costs following the acquisition of DRG in 2020.

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

(7) Represents DRG Adjusted EBITDA for the period beginning July 1, 2019 through the acquisition date of February 28, 2020 to reflect the company's Standalone EBITDA as though material acquisitions occurred at the beginning of the presented period.

(8) Reflects the estimated annualized run-rate cost savings, net of actual cost savings realized, related to restructuring and other cost savings initiatives undertaken during the period (exclusive of any cost reductions in our estimated standalone operating costs), including synergies related to acquisitions.

(9) Reflects the difference between our actual standalone company infrastructure costs, and our estimated steady state standalone operating costs, which were as follows:

	Twelve Months Ended June 30,
(in thousands)	2020
Actual standalone company infrastructure costs	$	164,037
Steady state standalone cost estimate	(133,958)
Excess standalone costs	$	30,079

The foregoing adjustments (8) and (9) are estimates and are not intended to represent pro forma adjustments presented within the guidance of Article 11 of Regulation S-X. Although we believe these estimates are reasonable, actual results may differ from these estimates, and any difference may be material. See “— Cautionary Statement Regarding Forward-Looking Statements”

Debt Profile

During the six months ended June 30, 2020 we incurred an incremental $360,000 of term loans under our term loan facility. There have been no further material changes to the debt profile associated with our business previously disclosed in "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity” section in our Annual Report on Form 10-K, except as discussed above and further set forth below. The disclosures set forth below updates, and should be read together with, the disclosures in the "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity—Debt Profile” section, in our in our Annual Report on Form 10-K.

The credit facilities are secured by substantially all of our assets and the assets of all of our U.S. restricted subsidiaries and certain of our non-U.S. subsidiaries, including those that are or may be borrowers or guarantors under the Credit Facilities, subject to customary exceptions. The credit facilities contains customary events of default and restrictive covenants that limit us from, among other things, incurring certain additional indebtedness, issuing preferred stock, making certain restricted payments and investments, certain transfers or sales of assets, entering into certain affiliate transactions or incurring certain liens. These credit facilities limitations are subject to customary baskets, including certain limitations on debt incurrence and issuance of preferred stock, subject to compliance with a consolidated coverage ratio of Consolidated EBITDA (as defined in the credit facilities), a measure identical to our Standalone Adjusted EBITDA disclosed above under “— Required Reported Data — Standalone Adjusted EBITDA”, to interest and other fixed charges on certain debt (as defined in the credit facilities) of 2.00 to 1.00. In addition, the credit facilities requires us to comply with a springing financial covenant pursuant to which, as of the third quarter of 2019, we must not exceed a total first lien net leverage ratio (as defined under the credit facilities) of 7.25 to 1.00, to be tested on the last day of any quarter only when more than 30% of the revolving credit facility (excluding (i) non-cash collateralized, issued and undrawn letters of credit in an amount up to $10,000 and (ii) any cash collateralized letters of credit) is utilized at such date. As of June 30, 2020, our consolidated coverage ratio was 5.11 to 1.00 and our consolidated leverage ratio was 3.07 to 1.00. As of the date of this Report, we are in compliance with the covenants in the credit facilities. During the six months ended June 30, 2020, the Company paid down an additional $65,000 drawn on the revolving credit facility prior to the close of our merger with Churchill Capital Corp. In addition, in connection with the acquisition of DRG, the Company incurred an incremental $360,000 of term loans under our term loan facility.

54

CLARIVATE PLC

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Amounts in thousands, except share and per share data, option price amounts, ratios or as noted)

Commitments and Contingencies

Our contingent liabilities consist primarily of letters of credit and performance bonds and other similar obligations in the ordinary course of business. Additionally, the Company has agreed to pay the former shareholders of acquired companies certain amounts in conjunction with the Publons, TradeMarkVision and Kopernio acquisitions. Regarding the Publons acquisition, the Company agreed to pay the former shareholders up to an additional $9,500 through 2020. Regarding the TradeMarkVision acquisition, the Company agreed to pay former shareholders earn out payments through 2020. Regarding the Kopernio acquisition, the Company agreed to pay contingent consideration of up to $3,500 through 2021. Amounts payable are contingent upon Publons’, TrademarkVision’s and Kopernio’s achievement of certain milestones and performance metrics. As of June 30, 2020, the Company had an outstanding liability for Publons of $3,610 related to the estimated fair value of this contingent consideration included in Accrued expenses and Other current liabilities. The Company paid $8,000 of the contingent purchase price in the six months ended June 30, 2020, as a result of TradeMark Vision achieving milestones and performance metrics. As of June 30, 2020, the Company had an outstanding liability for TradeMarkVision of $0 related to the estimated fair value of this contingent consideration. During six months ended June 30, 2020, the Company paid $2,184 of the contingent consideration as a result of Kopernio achieving milestones and performance metrics. As of June 30, 2020, the Company had an outstanding liability for Kopernio of $0 related to the estimated fair value of this contingent compensation earn out.

Off Balance Sheet Arrangements

We do not currently have any off-balance sheet arrangements and do not have any holdings in variable interest entities.

Contractual Obligations

We have various contractual obligations and commercial commitments that are recorded as liabilities in our financial statements. Other items, such as purchase obligations and other executory contracts, are not recognized as liabilities in our consolidated financial statements, but are required to be disclosed.

The Company incurred an incremental $360,000 of term loans under our term loan facility.

There have been other no material changes, outside of the ordinary course of business, to our contractual obligations as previously disclosed in "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity—Contractual Obligations” section, in our Annual Report on Form 10-K.

Critical Accounting Policies, Estimates and Assumptions

There have been no other material changes from the critical accounting policies, estimates, and assumptions previously disclosed in "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies, Estimates and Assumptions” section in our Annual Report on Form 10-K, except as set forth below. The disclosures set forth below updates, and should be read together with, the disclosures in the "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies, Estimates and Assumptions” section, in our Annual Report on Form 10-K.

Accounts Receivable

Through the adoption of ASU 2016-13 and the related standards, the Company revised the policy regarding recognition of the uncollectible receivables as follows.

Accounts receivable are recorded at the amount invoiced to customers and do not bear interest. We maintain an allowance for doubtful accounts for losses resulting from the inability of specific customers to meet their financial obligations, representing our best estimate of probable credit losses in existing trade accounts receivable. A specific reserve for doubtful receivables is recorded against the amount due from these customers. We recognize reserves for doubtful receivables utilizing the historical loss method by evaluating factors such as the length of time receivables are past due, historical collection experience, and the current economic and competitive environment. If any of these estimates change or actual results differ from expected results, then an adjustment is recorded in the period in which the amounts become reasonably estimable. For all other customers, we recognize a general reserve based on average yearly write-offs divided by average quarterly accounts receivable aging by risk buckets.

55

CLARIVATE PLC

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Amounts in thousands, except share and per share data, option price amounts, ratios or as noted)

Recently Issued and Adopted Accounting Pronouncements

For recently issued and adopted accounting pronouncements, see "Item 1. Financial Statements and Supplementary Data— Notes to Interim Condensed Consolidated Financial Statements — Note 3” within this Report.

56

Item 3. Quantitative and Qualitative Disclosures About Market Risk

For information regarding our exposure to certain market risks, see “Item 7A. Quantitative and Qualitative Disclosures About Market Risk,” in the Annual Report on Form 10-K.

Interest Rate Risk

Our interest rate risk arises from our long-term borrowings at floating interest rates. Borrowings under our Credit Facilities are subject to floating base interest rates, plus a margin. As of June 30, 2020, we had $1,253,700 of floating rate debt outstanding under the credit facilities, consisting of borrowings under the term loan facility for which the base rate was one-month LIBOR (subject, with respect to the term loan facility only, to a floor of 0.0%), which stood at 0.16%. Of this amount, we hedged $338,838 of our principal amount of our floating rate debt under hedges that we deemed effective as of June 30, 2020. As a result, $914,862 of our outstanding long-term debt effectively bore interest at floating rates. A 100 basis point increase or decrease in the applicable base interest rate under the Credit Facilities would have had an impact of $2,416 and $4,580 on our cash interest expense for the three and six months ended June 30, 2020, respectively. For additional information on our outstanding debt and related hedging, see Notes 10 and 13 to our unaudited consolidated financial statements in this Report.

57

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures.

Pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, 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. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective at a reasonable assurance level to ensure that information required to be disclosed in the reports required 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 Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Changes in internal control over financial reporting.

There were no changes in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

58

PART II. Other Information

Item 1. Legal Proceedings

From time to time, we are a party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of our business. While the outcomes of these matters are uncertain, management does not expect that the ultimate costs to resolve these matters will have a material adverse effect on our consolidated financial position, results of operations or cash flows. For additional discussion of legal proceedings, see "Item 1. Financial Statements and Supplementary Data— Notes to Interim Condensed Consolidated Financial Statements — Note 19” in this Report.

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Item 1A. Risk Factors

There have been no material changes to the risk factors associated with the business as previously disclosed in Part I, Item 1A of our 2019 annual report on Form 10-K, in Part II, Item 1A of our quarterly report on Form 10-Q for the period ended March 31, 2020, and in our current report on Form 8-K filed on June 19, 2020, except as set forth below. The risk factor set forth below updates, and should be read together with, the risk factors disclosed in Part I, Item 1A of our 2019 annual report on Form 10-K, in Part II, Item 1A of our quarterly report on Form 10-Q for the period ended March 31, 2020, and in our current report on Form 8-K filed on June 19, 2020.

We may not be able to achieve the expected benefits of our announced CPA Global combination transaction, including anticipated revenue and cost synergies, and costs associated with achieving synergies or integrating CPA Global may exceed our expectations.

We may not be able to achieve the expected benefits of the CPA Global combination transaction, which we announced on July 29, 2020, including anticipated revenue and cost synergies. There can be no assurance that the transaction, if consummated, will be beneficial to us. We may not succeed in cross-selling our other products and services to CPA Global’s customer base, or in cross-selling CPA Global’s products and services to our existing customer base. Moreover, we may not be able to successfully integrate the assets acquired in the CPA Global combination transaction or achieve our expected cost synergies without increases in costs or other difficulties. The integration process may be more complex, costly and time- consuming than we currently anticipate. We expect to incur expenses in connection with the integration of CPA Global. While it is anticipated that certain expenses will be incurred to achieve operational synergies, these are difficult to estimate accurately, and may exceed current estimates. Accordingly, the benefits from the transaction may be offset by costs incurred or delays in integrating the businesses. Any unexpected costs or delays incurred in connection with the integration of CPA Global could have an adverse effect on our business, results of operations, financial condition and prospects, as well as the market price of our ordinary shares.

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

Issuer Purchases of Equity Securities

Period	Total Number of Shares Purchased (1)	Price Paid Per Share		Total Number of Shares Purchases As Part of Publicly Announced Plans or Programs	Number of Shares that May Yet Be Purchased Under Plans or Programs
January 1, 2020-January 31, 2020	373,138	$	3.71	—	—
February 1, 2020-February 29, 2020	313,254	$	7.76	—	—
March 1, 2020-March 31, 2020	1,615,066	$	4.99	—	—
April 1, 2020-April 30, 2020	274,469	$	9.72	—	—
May 1, 2020-May 31, 2020	155,575	$	7.46	—	—
June 1, 2020-June 30, 2020	1,881,249	$	5.36	—	—
Total	4,612,751			—

(1) Includes 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 stock units under the 2019 Incentive Award Plan.

Item 3. Defaults Upon Senior Securities

None.

60

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

EXHIBIT INDEX

Exhibit Number	Exhibit Description
2.1	Purchase Agreement dated as of July 29, 2020 by and among Redtop Holdings Limited, Camelot UK Bidco Limited, Clarivate IP (US Holdings Corporation) and Clarivate Plc (incorporated by reference to Exhibit 2.1 to Clarivate's Form 8-K filed on July 29, 2020)
3.1	Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to Clarivate's Form 8-K, filed on May 8, 2020)
10.1	Amendment No. 3 to the Sponsor Agreement (incorporated by reference to Exhibit 10.5 to Clarivate’s Registration Statement on Form S-1, filed on June 1, 2020)
10.2	Amendment No. 1 to the Amended and Restated Registration Rights Agreement (incorporated by reference to Exhibit 10.9 to Clarivate’s Registration Statement on Form S-1, filed on June 1, 2020)
10.3	Amendment No. 2 to the Amended and Restated Registration Rights Agreement (incorporated by reference to Exhibit 10.10 to Clarivate’s Registration Statement on Form S-1, filed on June 1, 2020)
10.4 +*	Clarivate Analytics Plc 2019 Incentive Award Plan - Form of Performance Share Unit Agreement
10.5 +*	Agreement by and between Clarivate Analytics and Richard Hanks, dated March 1, 2017
10.6 +*	Agreement by and between Clarivate Analytics and Mukhtar Ahmed, dated January 1, 2018
10.7 +*	Agreement by and between Clarivate Analytics and Jeff Roy, dated September 5, 2017
10.8 +*	Agreement by and between Clarivate Analytics and Stephen Hartman, dated April 22, 2013
10.9	Termination Agreement dated as of July 29, 2020 by and among Clarivate Plc, Churchill Capital Corp, Camelot Holdings (Jersey) Limited, and certain additional parties listed therein (incorporated by reference to Exhibit 10.3 to Clarivate's Form 8-K filed on July 29, 2020)
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 quarterly period ended June 30, 2020, formatted in Inline eXtensible Business Reporting Language: (i) Condensed Consolidated Statement of Comprehensive Income (unaudited), (ii) Condensed Consolidated Balance Sheet (unaudited), (iii) Condensed Consolidated Statement of Changes in Equity (unaudited), (iv) Condensed Consolidated Statement of Cash Flows (unaudited), and (v) the Notes to the Condensed Consolidated Financial Statements (unaudited).
104	The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, formatted in Inline XBRL

*Filed herewith.

+Compensatory plan or arrangement

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SIGNATURES

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 July 30, 2020.

CLARIVATE PLC
By:	/s/ Richard Hanks
	Name: Richard Hanks
	Title: Chief Financial Officer

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EX-10.4

CLARIVATE ANALYTICS PLC

2019 INCENTIVE AWARD PLAN

PERFORMANCE SHARE UNIT GRANT NOTICE

Capitalized terms not specifically defined in this Performance Share Unit Grant Notice (the “Grant Notice”) have the meanings given to them in the 2019 Incentive Award Plan (as amended from time to time, the “Plan”) of Clarivate Analytics Plc (the “Company”).

The Company has granted to the participant listed below (“Participant”) the Restricted Share Units described in this Grant Notice which vest based on the achievement of performance criteria (the “PSUs”), subject to the terms and conditions of the Plan, the Performance Share Unit Agreement attached as Exhibit A (the “Agreement”), and the Global Appendix (the “Appendix”), all of which are incorporated into this Grant Notice by reference.

Participant:
Grant Date:
Number of PSUs granted at “Target” performance level (Target Number of Units Granted):
Vesting Schedule:	PSUs shall vest as set forth in Article II of the Agreement
Performance Measures	Three-Year Average Organic Revenue Growth with a Three-Year TSR Modifier, as set forth in Article II of the Agreement

By Participant’s submission of electronic acceptance or, if required by Applicable Laws, by the Participant’s signature, Participant agrees to be bound by the terms of this Grant Notice, the Plan, the Agreement and the Appendix. Participant has reviewed the Plan, this Grant Notice, the Agreement and the Appendix in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice, the Agreement and the Appendix. Participant hereby agrees to accept as final and binding all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice, the Agreement or the Appendix.

EXHIBIT A

TO PERFORMANCE SHARE UNIT GRANT NOTICE

PERFORMANCE SHARE UNIT AGREEMENT

Capitalized terms not specifically defined in this Agreement have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.

Article I.

general

Section 1.1 Award of PSUs and Dividend Equivalents a..

(a) The Company has granted the PSUs to Participant effective as of the grant date set forth in the Grant Notice (the “Grant Date”). Each PSU represents the right to receive one Share as set forth in this Agreement. Participant will have no right to the distribution of any Shares until the time (if ever) the PSUs have vested in accordance with the terms of this Agreement.

(b) The Company hereby grants to Participant, with respect to each PSU, a Dividend Equivalent for ordinary cash or Share dividends paid to substantially all holders of outstanding Shares with a record date after the Grant Date and prior to the date the applicable PSU is settled, forfeited, or otherwise expires. Each Dividend Equivalent entitles Participant to receive the equivalent value of any such ordinary cash or Share dividend paid on a single Share. Dividend Equivalents shall be paid in the form of Shares to Participant on the date on which the Shares underlying the PSUs are distributed to Participant based on the Company’s actual achievement of the Performance Objectives for the full Performance Period; provided that no Dividend Equivalents shall be payable with respect to any PSUs that are forfeited. In the case of ordinary Share dividends, the number of Dividend Equivalents will equal the number of Shares Participant would have received on the applicable dividend payment date with respect to the number of Shares underlying the unvested PSUs on such date. In the case of ordinary cash dividends, the number of Dividend Equivalents will equal the number of Shares the Participant would have received if the amount of cash was reinvested in Shares on the applicable dividend payment date with respect to the number of Shares underlying the unvested PSUs on such date. Dividend Equivalents will vest or be forfeited, as applicable, upon the vesting or forfeiture of the PSU with respect to which the Dividend Equivalent relates. No fractional Shares will be issued as Dividend Equivalents, with the result being that the calculation of Dividend Equivalents will be rounded down.

Section 1.2 No Rights as a Shareholder.

Participant shall have no voting rights or any other rights as a shareholder of the Company with respect to the PSUs unless and until Participant becomes the record owner of the Shares underlying the PSUs.

Section 1.3 Incorporation of Terms of Plan.

The PSUs are subject to the terms and conditions set forth in this Agreement, the Appendix and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control.

Section 1.4 Unsecured Promise.

The PSUs and Dividend Equivalents will at all times prior to settlement represent an unsecured Company obligation payable only from the Company’s general assets.

Article II.

VESTING; forfeiture AND SETTLEMENT

Section 2.1 Vesting; Forfeiture.

(a) Vesting. Subject to Section 2.1(e) below, to the extent the performance objectives described in Section 2.1(b) below (collectively, the “Performance Objectives”) are satisfied as of the conclusion of the performance period for the PSUs (such period, the “Performance Period”), the PSUs will thereafter become vested and free of restrictions in accordance with Sections 2.1(c) and 2.1(d) below. The Performance Period begins January 1, 2020 and ends on December 31, 2022.

(b) Performance Objectives. The Administrator has established Performance Objectives for the PSUs to be (A) average Organic Revenue Growth (as defined below) of the Company during the Performance Period (the “Three-Year Average Organic Revenue Growth”) and (B) the total shareholder return (“TSR”) of the Company compared to the companies that are included in the Standard & Poor’s 500 Index (the “S&P 500 Index”) at the beginning of the Performance Period (the “Three-Year TSR Modifier”). The numerical goals for the Three-Year Average Organic Revenue Growth and the Three-Year TSR Modifier will be provided to Participant in a separate written communication from the Company (the “Metrics Summary”).

(i) “Organic Revenue Growth” is calculated consistent with how the Company calculates organic growth in adjusted revenues as reported in the Company’s Annual Report on Form 10-K for each applicable year during the Performance Period. For example, Organic Revenue Growth excludes the impact of foreign exchange rate changes and unusual items. Additionally, the Organic Revenue Growth of companies and businesses acquired during the Performance Period will first be included 12 months following the close of the applicable transaction. Divestitures will be excluded 12 months preceding the close of the applicable transaction. For purposes of the PSUs, Organic Revenue Growth will be measured to two decimal places, with straight-line interpolation between performance targets, as described further on Exhibit B attached hereto. The Three-Year Average Organic Revenue Growth will measure the sum of Organic Revenue Growth for fiscal years 2020 over 2019, 2021 over 2020 and 2022 over 2021, and then this sum will be divided by three. The Three-Year Average Organic Revenue Growth numerical goals will be adjusted by the Administrator, in

its discretion, to reflect the pro forma impact of acquisitions or divestitures by the Company during the Performance Period.

(ii)  TSR Rank” for the Performance Period means the aggregate TSR of Company Shares over the Performance Period compared to the TSR over the same period for companies that are included in the Standard & Poor’s 500 Index (the S&P 500 Index) at the beginning of the Performance Period. For purposes of the determination of TSR Rank hereunder, whether companies in the S&P 500 Index that undergo corporate transactions or otherwise experience significant corporate changes during the Performance Period remain in the S&P 500 Index will be determined as follows:

•S&P Company 1 merges with or acquires S&P Company 2, where S&P Company 1 is surviving entity = S&P Company 1 stays, S&P Company 2 is removed

•S&P Company merges with or acquires another S&P Company, where entirely new company is established = Administrator's discretion

•S&P Company merges with or acquires a Non-S&P Company, where S&P Company is surviving entity = S&P Company stays

•S&P Company merges with or acquires a Non-S&P Company, where S&P Company is not surviving entity = S&P Company is removed

•S&P Company declares Bankruptcy = S&P Company stays with TSR of -100%

•S&P Company spins out a portion of business, but Parent Company remains the same S&P Company = S&P Company stays with Reinvested Dividend

•S&P Company spins out a portion of business, and spun out entity replaces S&P Company = Surviving S&P Company stays

•S&P Company's Ticker Changes = S&P Company stays

TSR will be calculated using a beginning price equal to the average price of Company Shares and the S&P 500 Index over the period of twenty (20) trading days immediately prior to January 1, 2020 and an ending price equal to the average price over the period of twenty (20) trading days immediately prior to December 31, 2022, and accounting for reinvestment of any dividends over this period. For purposes of this provision, TSR will be calculated using the average of the closing prices for the applicable periods.

(iii) “Target Number of Units Granted” means the number of PSUs granted at “Target” performance level as stated in the Grant Notice. The Target Number of Units Granted represents Shares that will be earned should the Three-Year Average Organic Revenue Growth be met at a Target performance level and the Company’s TSR Rank achieves at the 50th percentile and the Participant remains employed through the Determination Date, except as otherwise provided in Section 2.1(e) below.

(c) Performance-Based Vesting. Subject to Sections 2.1(d) and 2.1(e) below, the PSUs that will vest and become free of restrictions following the conclusion of the Performance Period will be calculated as set forth on Exhibit B attached hereto. The calculation

provided on Exhibit B may allow for the partial or full vesting of the PSUs based upon the level of achievement of the Performance Objectives.

(d) Administrator Determination. Subject to Section 2.1(e) below, the PSUs will vest and become free of restrictions on the date the Administrator determines in writing that the Performance Objectives were, in fact, satisfied, which determination will be made on such date specified by the Administrator, but in no event more than ninety (90) days after the last day of the Performance Period (such date, the “Determination Date”).

(e) Termination of Service. Subject to Section 2.1(f), in the event of Participant’s Termination of Service prior to the Determination Date for any reason other than Participant’s death or Disability, all unvested PSUs will immediately and automatically be cancelled and forfeited, except as otherwise determined by the Administrator or provided in a binding written agreement between Participant and the Company. In the event of Participant’s Termination of Service prior to the Determination Date due to death or Disability, all unvested PSUs shall become immediately vested in full and all restrictions shall lapse upon such Termination of Service to the extent as if all Performance Objectives have been fully satisfied at Target performance level. Notwithstanding the foregoing, in the event of the Participant’s Termination of Service by the Company or any Subsidiary for Cause, the Administrator, in its discretion, may immediately and automatically cancel all vested PSUs for no consideration and, in such event, any Shares or any amounts or benefits arising from the PSUs held by the Participant shall be returned to the Company.

(f) Change in Control. If, within twelve (12) months following a Change in Control (as defined below) that is not a Liquidity Event, the PSUs (or a substitute award) remain outstanding and the Participant incurs a Termination of Service without Cause (including, for the avoidance of doubt, due to death or Disability), all unvested PSUs (or a substitute award) shall become immediately vested in full and all restrictions shall lapse upon such Termination of Service to the extent as if all Performance Objectives had been met at a performance level to be determined by the Administrator at the time of the Change in Control.

For purposes of this Agreement, “Change in Control” means the occurrence of any one or more of the following events:

(i) any person (as defined in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, “Person”), other than (A) any employee plan established by the Company or any Subsidiary, (B) the Company or any of its affiliates, (C) an underwriter temporarily holding securities pursuant to an offering of such securities, or (D) an entity owned, directly or indirectly, by shareholders of the Company in substantially the same proportions as their ownership of the Company, is (or becomes, during any 12-month period) the beneficial owner (as defined in Rule 13d-3 under the Exchange Act, “Beneficial Owner”), directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its affiliates other than in connection with the acquisition by the Company or its affiliates of a business) representing 50% or more of the total voting power of the stock of the Company; provided that the provisions of this subsection (i) are not intended to apply to or include as a Change in Control any transaction that is

specifically excepted from the definition of Change in Control under subsection (iii) below;

(ii) the consummation of a merger, amalgamation or consolidation of the Company with any other corporation or other entity, or the issuance of voting securities in connection with such a transaction pursuant to applicable stock exchange requirements; provided that immediately following such transaction the voting securities of the Company outstanding immediately prior thereto do not continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity of such transaction or parent entity thereof) 50% or more of the total voting power and total fair market value of the Company’s stock (or, if the Company is not the surviving entity of such merger or consolidation, 50% or more of the total voting power and total fair market value of the stock of such surviving entity or parent entity thereof); and provided, further, that such a transaction effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its affiliates other than in connection with the acquisition by the Company or its affiliates of a business) representing 50% or more of either the then-outstanding Shares or the combined voting power and total fair market value of the Company’s then-outstanding voting securities shall not be considered a Change in Control; or

(iv) the sale or disposition by the Company of all or substantially all of the Company’s assets in which any Person acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person) assets from the Company that have a total gross fair market value equal to more than 50% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions.

Notwithstanding the foregoing, (A) no Change in Control shall be deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately following which the record holders of the Shares immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns substantially all of the assets of the Company immediately prior to such transaction or series of transactions and (B) no Change in Control shall be deemed to have occurred upon the acquisition of additional control of the Company by any Person that is considered to effectively control the Company. In no event will a Change in Control be deemed to have occurred if any Participant is part of a “group” within the meaning of Section 13(d)(3) of the Exchange Act that effects a Change in Control. Notwithstanding the foregoing or any provision of this Agreement to the contrary, for any Award that provides for accelerated distribution on a Change in Control of amounts that constitute “deferred compensation” (as defined in Section 409A of the Code), if the event that constitutes such Change in Control does not also constitute a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets (in either case, as defined in Section 409A of the Code), such amount shall not be distributed on such Change in Control but instead shall vest as of such Change in Control and shall be distributed on the scheduled payment date specified in the applicable Award

Agreement, except to the extent that earlier distribution would not result in the Participant who holds such Award incurring interest or additional tax under Section 409A of the Code.

Section 2.2 Settlement.

PSUs and Dividend Equivalents (including any Dividend Equivalent Account balance) will be paid in Shares at the Company’s option as soon as administratively practicable after the vesting of the applicable PSU, but in no event more than sixty (60) days after the Determination Date. Notwithstanding the foregoing, the Company may delay any payment under this Agreement that the Company reasonably determines would violate Applicable Laws until the earliest date the Company reasonably determines the making of the payment will not cause such a violation (in accordance with Treasury Regulation Section 1.409A-2(b)(7)(ii)); provided the Company reasonably believes the delay will not result in the imposition of any additional taxes under

Section 409A.

ARTICLE III.

TAXATION AND TAX WITHHOLDING

Section 3.1 Representation.

The Participant is hereby advised to consult with the Participant’s own tax advisors in respect of any tax consequences arising in connection with the PSUs and the Dividend Equivalents.

Section 3.2 Tax Withholding.

(a) The Company has the right to withhold any applicable federal, state and local tax that becomes due with respect to the PSUs and the Dividend Equivalents and take such action as it deems appropriate to ensure that all applicable withholding, income or other taxes are withheld or collected from the Participant.

(b) Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the PSUs and the Dividend Equivalents, regardless of any action the Company or any Subsidiary takes with respect to any tax withholding obligations that arise in connection with the PSUs or Dividend Equivalents. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding, vesting, settlement or payment of the PSUs or the Dividend Equivalents or the subsequent sale of Shares. The Company and the Subsidiaries do not commit and are under no obligation to structure the PSUs or Dividend Equivalents to reduce or eliminate Participant’s tax liability.

ARTICLE IV.

OTHER PROVISIONS

Section 4.1 Prohibited Activities.

Participant acknowledges and agrees that the Company and its Subsidiaries are engaged in the highly competitive business of intellectual property services and consulting, as well as providing information solutions to assist professionals at every stage of research and development and ensure they maintain and extract maximum value from their intellectual assets. The Company’s and its Subsidiaries’ involvement in these businesses has required and continues to require the expenditure of substantial amounts of money and the use of skills developed over long periods of time. As a result of these investments of money, skill and time, the Company and its Subsidiaries have developed and will continue to develop certain valuable Trade Secrets and Confidential Information (each as defined below) that are unique to the Company’s and its Subsidiaries’ businesses and the disclosure of which would cause the Company and its Subsidiaries great and irreparable harm. These investments also give the Company and its Subsidiaries a competitive advantage over companies that have not made comparable investments and that otherwise have not been as successful as the Company and its Subsidiaries in developing their businesses. Participant acknowledges and agrees that given Participant’s position and resultant responsibilities with the Company and its Subsidiaries and Participant’s access to Trade Secrets and Confidential Information, Participant has or will become intertwined with the goodwill the Company and its Subsidiaries have developed, cultivated and maintained within its highly competitive industry and with its customers and prospective customers and that Participant’s engaging in any business that is directly competitive with the Company and its Subsidiaries would cause it great and irreparable harm. Accordingly and in consideration of and as a condition to the grant of the PSUs, Participant agrees to the following covenants set forth in this Section 4.1. Subject to Section 4.2, the Participant’s breach of any of the covenants contained in this Section 4.1 or any non-competition, non-solicitation, confidentiality, non-disparagement, assignment of inventions or other intellectual property agreement to which the Participant may be a party with the Company or any Subsidiary, in addition to whatever other equitable relief or monetary damages to which the Company or any Subsidiary may be entitled, shall result in automatic rescission, forfeiture, cancellation or return of any Shares (whether or not vested) and any amounts or benefits arising from this Award held by the Participant.

(a) Nondisclosure of Proprietary Information.

(i) Except in connection with the faithful performance of Participant’s duties as a Service Provider or pursuant to ‎Section 4.1(a)(iii), ‎Section 4.1(a)(iv) or Section 4.2, Participant shall, in perpetuity, maintain in confidence and shall not directly, indirectly or otherwise, use, disseminate, disclose or publish, or use for Participant’s benefit or the benefit of any person, firm, corporation or other entity (other than the Company or any Subsidiary) any Confidential Information or Trade Secrets, or deliver to any person, firm, corporation or other entity any document, record, notebook, computer program or similar repository of or

containing any such Confidential Information or Trade Secrets. For purposes of this Agreement, “Confidential Information” shall mean information that the Company or its Subsidiaries have obtained in connection with its present or planned business, including information Participant developed in the performance of Participant’s service as a Service Provider, the disclosure of which could result in a competitive or other disadvantage to the Company or its Subsidiaries. Confidential Information includes some of the Company’s and its Subsidiaries’ most valuable assets, such as: innovations, inventions and ideas, including patentable or copyrightable subject matter; pricing policies; business plans and outlooks; brand formulations; nonpublic financial results; new product developments or plans; customer lists; author or consultant contracts; subscription lists; software or computer programs; merger, acquisition or divestiture plans; personnel acquisition plans or major management changes; and Trade Secrets (as defined below). Confidential Information includes all information received by the Company or its Subsidiaries under an obligation of confidentiality to another person or entity. The Participant and the Company and its Subsidiaries hereby stipulate and agree that, as between them, any item of Confidential Information or Trade Secrets is important, material and confidential and affects the successful conduct of the businesses of the Company and its Subsidiaries (and any successor or assignee of the Company and its Subsidiaries). Notwithstanding the foregoing, Confidential Information shall not include any information that (i) has been published or is in the future published in a form generally available to the public, (ii) is or becomes publicly available or (iii) has become or becomes public knowledge prior to the date Participant proposes to disclose or use such information; provided that such publishing or public availability or knowledge of the Confidential Information shall not have resulted from Participant directly or indirectly breaching Participant’s obligations under this ‎Section 4.1(a) or any other similar provision by which Participant is bound. For the purposes of the previous sentence, Confidential Information will not be deemed to have been published or otherwise disclosed merely because individual portions of the information have been separately published, but only if material features comprising such information have been published or become publicly available. For purposes of this Agreement, “Trade Secrets” shall mean all forms and types of financial, business, scientific, technical, economic or engineering information, including patterns, plans, compilations, program devices, formulas, designs, prototypes, methods, techniques, processes, procedures, programs or codes, whether tangible or intangible, and whether or how stored, compiled or memorialized physically, electronically, graphically, photographically or in writing by the Company or its Subsidiaries. The Company confirms, and Participant understands, that the Company or a Subsidiary is the owner of its Trade Secrets, that the Company or its Subsidiary has taken reasonable steps, under the circumstances, to protect and maintain the secrecy of its Trade Secrets, and that the Company or its Subsidiary derives economic value, both tangible and intangible, from its Trade Secrets.

(ii) Upon the Participant’s Termination of Service for any reason, Participant will promptly deliver to the Company all correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any other documents or property concerning the Company’s or any Subsidiary’s

customers, business plans, marketing strategies, products, property or processes.

(iii) Participant may respond to a lawful and valid subpoena or other legal process but shall (i) give the Company the earliest possible notice thereof, (ii) as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought and (iii) assist such counsel at the Company’s expense in resisting or otherwise responding to such process, in each case, to the extent permitted by Applicable Laws or rules.

(iv) Nothing in this Agreement shall prohibit Participant from (i) disclosing information and documents when required by law, subpoena or court order (subject to the requirements of ‎Section 4.1(a)(iii) above), (ii) disclosing information and documents to Participant’s attorney or financial or tax advisor for the purpose of securing legal, financial or tax advice, (iii) disclosing Participant’s post-service restrictions in this Agreement in confidence to any potential new service recipient, or (iv) retaining, at any time, Participant’s personal correspondence, Participant’s personal contacts and documents related to Participant’s own personal benefits, entitlements and obligations.

(b) Inventions. All rights to discoveries, inventions, improvements, innovations, ideas, designs, copyrightable materials, trademarks, and other technology and rights (including all data and records pertaining thereto) related to the business of the Company or any Subsidiary, whether or not patentable, copyrightable, registrable as a trademark, or reduced to writing, that Participant may discover, invent or originate either alone or with others and whether or not during working hours or by the use of the facilities of the Company or any Subsidiary during the period in which Participant is a Service Provider (the “Term”), and if based on Confidential Information, after the Term (“Inventions”), shall be the exclusive property of the Company and, to the maximum extent permitted by Applicable Laws, shall be deemed “works made for hire” as the term is used in the United States Copyright Act or other Applicable Laws. To the extent that any Invention is not deemed a “work made for hire” or Participant otherwise retains any right, title or interest with respect to any Invention, Participant hereby irrevocably assigns and otherwise transfers to the Company the entire worldwide right, title, and interest in and to such Inventions. Participant shall promptly disclose all such Inventions to the Company and shall execute at the Company’s request any assignments or other documents the Company may deem reasonably necessary to protect or perfect its rights therein. Upon reasonable request, Participant shall assist the Company, at the Company’s expense (but without further or additional compensation), in obtaining, defending and enforcing the Company’s rights in the Inventions. Participant hereby appoints the Company as Participant’s attorney-in-fact to execute on Participant’s behalf any assignments or other documents reasonably deemed necessary by the Company to protect or perfect its rights to any Inventions.

(c) Non-Competition and Non-Solicitation. Participant acknowledges and agrees that Participant will be subject to the covenants as set forth in the non-competition and non-solicitation agreement or other arrangement entered into by and between Participant and the Company or its Subsidiary (the “Non-Competition and Non-Solicitation Agreement”), which is incorporated herein by reference. Notwithstanding the foregoing, if Participant is a resident of

any jurisdiction where the covenants contained in the Non-Competition and Non-Solicitation Agreement are not enforceable against Participant or are void as a matter of law, in each case, under Applicable Laws of such jurisdiction, Participant shall not be subject to such covenants contained in the Non-Competition and Non-Solicitation Agreement.

(d) Non-Disparagement. Subject to Section 4.2, the Participant agrees, during the Term and following the Participant’s Termination of Service, to refrain from Disparaging (as defined below) the Company and its Subsidiaries, including, without limitation, any of the Company’s services, technologies or practices, or any of their directors, officers, agents, representatives or stockholders, either orally or in writing. Nothing in this paragraph shall preclude Participant from making truthful statements that are reasonably necessary to comply with Applicable Laws, regulation or legal process, or to defend or enforce Participant’s rights under this Agreement. For purposes of this Agreement, “Disparaging” means making remarks, comments or statements, whether written or oral, that impugn the character, integrity, reputation or abilities of the person being disparaged.

Section 4.2 Whistleblower Protection; Defend Trade Secrets Act.

(a) Nothing in this Agreement or otherwise limits the Participant’s ability to communicate directly with and provide information, including documents, not otherwise protected from disclosure by any Applicable Laws or privilege to the Securities and Exchange Commission (the “SEC”), any other federal, state or local governmental agency or commission (“Government Agency”) or self-regulatory organization regarding possible legal violations, without disclosure to the Company. The Company may not retaliate against the Participant for any of these activities, and nothing in this Agreement requires the Participant to waive any monetary award or other payment that the Participant might become entitled to from the SEC or any other Government Agency or self-regulatory organization.

(b) Further, nothing in this Agreement precludes the Participant from filing a charge of discrimination with the Equal Employment Opportunity Commission or a like charge or complaint with a state or local fair employment practice agency. However, once this Agreement becomes effective, the Participant may not receive a monetary award or any other form of personal relief from the Company in connection with any such charge or complaint that the Participant filed or is filed on the Participant’s behalf.

(c) Pursuant to the Defend Trade Secrets Act of 2016, the parties hereto acknowledge and agree that the Participant shall not have criminal or civil liability under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition and without limiting the preceding sentence, if the Participant files a lawsuit for retaliation by the Company for reporting a suspected violation of law as contemplated by the preceding sentence, the Participant may disclose the relevant trade secret to his attorney and may use such trade secret in the ensuing court proceeding, if the Participant (X) files any

document containing such trade secret under seal and (Y) does not disclose such trade secret, except pursuant to court order.

Section 4.3 Data Protection.

Participant acknowledges and agrees that the Company and any other third-party administrator designated by the Company to maintain the Plan through an electronic system may process sensitive and personal data of Participant in connection with the administration and maintenance of the Plan, including: Participant’s name, address, telephone number, e-mail address, tax identification number, family size, marital status, sex, beneficiary information, emergency contacts, passport or visa information, language skills, driver’s license information, birth certificate or employee identification information. The lawful persons for whom the Participant's personal data are intended and with whom such personal data may be shared are the Company, the third-party administrator designated by the Company to maintain the Plan through an electronic system (as selected by the Company from time to time), legal counsel to the Company (as selected by the Company from time to time), the Company’s accountants (as selected by the Company from time to time) and any other person that the Company may find in its administration or maintenance of the Plan to be appropriate. For additional information regarding how the Company may collect, use and process Participant’s personal data and the manner in which the Company does so, Participant shall refer to Clarivate Analytics Employee Privacy Notice.

Section 4.4 Third Party Administrator; Electronic Delivery.

The Company may, in its sole discretion, decide to deliver any documents related to the PSUs to Participant by electronic means or request Participant’s consent to participate in the Plan by electronic means. Participant consents to receive any such documents by electronic delivery and, if requested by the Company, agrees to participate in the Plan through an online or electronic system established and maintained by the Company or a third-party administrator designated by the Company.

Section 4.5 Adjustments.

Participant acknowledges that the PSUs, the Shares subject to the PSUs and the Dividend Equivalents are subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan.

Section 4.6 Notices.

Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address or facsimile number. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant at Participant’s last known mailing address, email address or facsimile number in the Company’s personnel files. By a notice given pursuant to this Section 4.6, either party may designate a

different address for notices to be given to that party. Any notice will be deemed duly given when actually received, when sent by email, when sent by certified mail (return receipt requested) and deposited with postage prepaid in a post office or branch post office regularly maintained by the United States Postal Service, when delivered by a nationally recognized express shipping company or upon receipt of a facsimile transmission confirmation.

Section 4.7 Titles.

Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

Section 4.8 Conformity to Securities Laws .

Participant acknowledges that the Plan, the Grant Notice, the Appendix and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws.

Section 4.9 Successors and Assigns .

The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in the Plan, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

Section 4.10 Limitations Applicable to Section 16 Persons .

Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, the Appendix, this Agreement, the PSUs and the Dividend Equivalents will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.

Section 4.11 Entire Agreement .

The Plan, the Grant Notice, the Appendix and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof, except for the Non-Competition and Non-Solicitation Agreement.

Section 4.12 Agreement Severable .

If any provision of the Grant Notice, the Appendix or this Agreement is declared or found to be illegal, unenforceable or void, in whole or in part, then the parties hereto shall be relieved of all obligations arising under such provision, but only to the extent that it is illegal, unenforceable or void, it being the intent and agreement of the parties hereto that the Grant Notice, the Appendix and this Agreement shall be deemed amended by modifying such provision to the extent necessary to make it legal and enforceable while preserving its intent or, if that is not possible, by substituting therefor another provision that is legal and enforceable and achieves the same objectives. The illegality, unenforceability or invalidity of any provision of the Grant Notice, the Appendix or this Agreement shall not affect the legality, enforceability or validity of any other provision of the Grant Notice, the Appendix or this Agreement.

Section 4.13 Limitation on Participant’s Rights.

Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the PSUs and Dividend Equivalents, and rights no greater than the right to receive cash or the Shares as a general unsecured creditor with respect to the PSUs and Dividend Equivalents, as and when settled pursuant to the terms of this Agreement.

Section 4.14 Not a Contract of Employment.

Nothing in the Plan, the Grant Notice, the Appendix or this Agreement confers upon Participant any right to continue in the employ or service of the Company or any Subsidiary or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant.

Section 4.15 Not Salary, Pensionable Earnings or Base Pay.

Unless required by Applicable Laws, the Participant acknowledges that the PSUs shall not be included in or deemed to be a part of (a) salary, normal salary or other ordinary compensation, (b) any definition of pensionable or other earnings (however defined) for the purpose of calculating any benefits payable to or on behalf of the Participant under any pension, retirement, termination or dismissal indemnity, severance benefit, retirement indemnity or other benefit arrangement of the Company or any Subsidiary or (c) any calculation of base pay or regular pay for any purpose.

Section 4.16 Section 409A.

The Plan, the Grant Notice, the Appendix and this Agreement and the PSUs granted hereunder are intended to comply with the requirements of, or be exempt from, Section 409A of the Code.  The provisions of this Agreement shall be interpreted in a manner that satisfies such

requirements, and this Agreement shall be operated accordingly. To the extent that any provision of the Plan would cause a conflict with the requirements of Section 409A of the Code, or would cause the administration of the Plan to fail to satisfy the requirements of Section 409A of the Code, such provision shall be deemed null and void to the extent permitted by Applicable Laws. In no event shall the Participant, directly or indirectly, designate the calendar year of payment. This Agreement may be amended without the consent of the Participant in any respect deemed by the Board to be necessary in order to preserve compliance with Section 409A of the Code.  No provision of this Agreement shall be interpreted to transfer any liability for a failure to comply with Section 409A from the Participant or any other Person to the Company, and in no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Participant pursuant to Section 409A of the Code.

Section 4.17 No Right to Future Awards.

Any Award granted under the Plan shall be a one-time Award that does not constitute a promise of future grants. The Company, in its sole discretion, maintains the right to make available future grants under the Plan.

Section 4.18 Governing Law.

All matters arising out of or relating to this Agreement and the transactions contemplated hereby, including its validity, interpretation, construction, performance and enforcement, shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to its principles of conflict of laws.

Section 4.19 Counterparts.

The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Laws, each of which will be deemed an original and all of which together will constitute one instrument.

* * * * *

EXHIBIT B

TO PERFORMANCE SHARE UNIT GRANT NOTICE

CALCULATION OF PSUS THAT WILL VEST

Subject to the provisions of the Grant Notice and the Agreement, the number of PSUs covered by this Agreement that will vest following the conclusion of the Performance Period (the “Final Adjusted Units”) will be determined by a three-step calculation:

1.Calculate the Three-Year Average Organic Revenue Growth Payout Percent: The performance payout range for the Three-Year Average Organic Revenue Growth is 0% to 200% of the Target Number of Units Granted. If the Three-Year Average Organic Revenue Growth is between “Threshold” and “Target” or “Target” and “Stretch” performance (as set forth in the Metrics Summary), the payout percent with respect to the Three-Year Average Organic Revenue Growth will be determined using straight-line interpolation based on the actual achievement of the Three-Year Average Organic Revenue Growth. If the Three-Year Average Organic Revenue Growth does not meet “Threshold”, no Shares will vest under this Agreement regardless of the TSR Rank.

2.Calculate the Units Earned: The “Units Earned” will be determined by multiplying the Target Number of Units Granted by the Three-Year Average Organic Revenue Growth Payout Percent as follows:

Target Number of Units Granted x Three-Year Average Organic Revenue Growth Payout Percent = Units Earned

3.Apply the Three-Year TSR Modifier: The number of Final Adjusted Units will be determined by multiplying the Units Earned by the Three-Year TSR Modifier (as set forth in the Metrics Summary) as follows:

Units Earned x Three-Year TSR Modifier = Final Adjusted Units

If the Company’s Three-Year TSR Percentile Rank (as set forth in the Metrics Summary) is between the 25^th and 50^th percentiles or 50^th and 75^th percentiles, the Three-Year TSR Modifier will be determined using straight-line interpolation based on the Company’s actual Three-Year TSR Percentile Rank. If the aggregate TSR of the Company Shares over the Performance Period is negative, then the Three-Year TSR Modifier cannot exceed 1.0x.

For avoidance of doubt, the Target Number of Units Granted as set forth on the Grant Notice reflects a total number in the event the Three-Year Average Organic Revenue Growth is satisfied at Target performance level and the Company’s Three-Year TSR Percentile Rank is at the 50^th Percentile.

The payout opportunity for the PSUs, combined in Steps 1 to 3, is 0% to 200% of Target. Notwithstanding the above and the numerical goals set forth in the Metrics Summary, the

maximum payout opportunity for the PSUs (maximum number of Final Adjusted Units) cannot exceed 200% of Target.

The Three-Year Average Organic Revenue Growth (including the Target) and associated payouts may be adjusted by the Administrator in its discretion due to (i) unforeseen changes to the macroeconomic business environment, (ii) unanticipated regulatory change or (iii) changes in US GAAP or the application thereof that would materially affect the Three-Year Average Organic Revenue Growth.

EX-10.5

Clarivate Formerly the IP & Science

Analytics business of Thomson Reuters

Clarivate Analytics

1500 Spring Garden Street

Philadelphia, PA 19130

February 13, 2017

Richard Hanks

[phone number redacted]

[personal email redacted]

Dear Richard:

On behalf of Clarivate Analytics, formerly the IP & Science business of Thomson Reuters ("The Company"), I am verypleased to offer you the position of Chief Financial Officer. This position will report to Jay Nadler, CEO, and will be based in Philadelphia, PA. We are very excited to have you join the organization and look forward to your acceptance.

On October 3, 2016, Thomson Reuters sold the IP & Science business (now known as Clarivate Analytics) to Onex and Baring Asia. As a result of this sale, there will be a transition period during which employees in the U.S. will continue to be employed by Thomson Reuters while the necessary operations are established. The length of the transition period is not yet determined, but it is expected that we will have the necessary operations implemented during 2017, after which, you and other U.S. employees aligned to Clarivate will transfer overto the separated business. During the transition period, your legal employer will be Thomson Reuters but you and other Clarivate U.S. employees will support the Clarivate business during the transition and you will be treated, for economic purposes, as if you are employed by Clarivate. As soon as the transfer date is known, U.S. employees will receive detailed information to prepare for the transfer, which may include an updated employment letter. Following are the terms of the offer:

Employment Date: No later than March 1, 2017.

Compensation:   In this exempt role, you will be compensated at a rate of $400,000 per year, less applicable deductions, payable in accordance with The Company's normal payroll practice. Salary reviews are given on an annual basis based on performance and are generally done in April of each year.

Signing Bonus:  If you commence employment by March 1, 2017, you will be eligible for a one-time sign-on bonus of $150,000, less applicable deductions, to be paid to you by the Company within 20 days after your start date, and in accordance with The Company's normal payroll practice. It is understood and agreed that if you voluntarily leave the Company or are terminated for Cause before January 1, 2018, you will repay the full amount to the Company within 30 days of separation, subject to applicable state law.

Annual Incentive Plan: You will be eligible to participate in the Annual Incentive Plan (AIP), subject to the plan terms and conditions. Your target award will be 62.5% of your earned base salary. Your incentive opportunity will not be pro-rated for the year in which you commence employment with the Company and any actual award may be modified by the relevant business and individual performance.

Management Equity Plan:  You will be a participant in the Management Equity Plan; the details of the plan will be provided in Q1 2017 and will include non-compete and non-solicitation language.

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Benefits:   You will be eligible for participation in The Company's various benefit programs including Medical, Dental, Vision, Life Insurance, Short- and Long-term Disability in accordance with the terms and conditions of those plans. A comprehensive description of these benefits will be provided to you when your employment commences.

Retirement Benefits:  You will be eligible for participation in The Company's 401(k) Savings Plan in accordance with the terms and conditions of those plans. A comprehensive description of these benefits will be provided to you when your employment commences.

Severance:  In the event that your employment is involuntarily terminated by the Company for any reason other than cause, you will be entitled to 18 months of severance in the form of salary continuation comprising of annual salary and bonus at target as well as continued medical, dental and vision coverage (as applicable). Payment of severance is contingent upon entering into a separation agreement with the Company and shall include a general release of all claims in favor of the Company and provisions that extend for the duration of the severance period to include, among others, non­ competition, non-solicitation, confidentiality, and non-disparagement clauses and the return of Company property. If you voluntarily resign or the Company terminates your employment for cause, you will not be eligible for severance payments and separation benefits.

Other Benefits:   You will be eligible to receive paid time off, pro-rated based upon the date you begin employment. In addition, you will be eligible for all Company designated holidays.

IMPORTANT:   You represent and warrant that in your acceptance of and performance in this position you will not violate the term of any agreement applicable to you, and that you will not utilize or make available to us any confidential or proprietary information of any third party or violate any obligation with respect to such information.

Please understand your offer of employment is contingent upon each of the following:

Clarivate Analytics formerly the IP & Science business of Thomson Reuters Code of Business Conduct and Ethics ("Code")

Please visit our company website to view the Code of Business Conduct and Ethics (thomsonreuters.com □ Investor Relations □ Corporate Governance). You acknowledge that you have read the Thomson Reuters Code of Business Conduct and Ethics and understand your obligations to comply with the policies, principles and values outlined in this Code. Upon your hire, and from time to time during the course your employment, you will be required to reaffirm your acknowledgement of the Thomson Reuters Code of Business Conduct and Ethics.

Non-Compete and Non-Solicitation Agreement

As a condition of employment with The Company, you are required to enter into a Non-Compete and Non-Solicitation Agreement during 01 2017. The Agreement will be similar to the attached copy. Please review this document carefully prior to giving notice of your departure to your current employer.

Background Check

This offer is contingent upon a successful background check. Thomson Reuters has partnered with a 3rd party vendor to conduct its background check process. To assist in completing this important process, you are required to complete and submit an online initiation form. This form will be sent to your personal email address after we have received your acceptance to this offer.Please follow the instructions found on the email to complete this process.

Company Policies

Your employment is subject to all the terms and conditions of the Company's policies which are located on our internal employee website ("thePoint").

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Proof of Identity and Employment Eligibility

Government regulations require us to make all offers of employment contingent upon your ability to provide proof of your identity and eligibility for employment in the United States. You must present original documentation upon hire in order to complete the federal 19 form. If you do not present this information, then the Company may not employ you and you will be terminated, as required by law. Please refer to the enclosed pre-approved document list and bring the appropriate documents with you on your first day of work. Additional instructions are also attached for your review.

While I have every expectation that you will have a successful career with us, I must remind you that your employment with The Company is on an "at will" basis, which means that either of us may choose to terminate your employment at any time, with or without cause, and with or without notice. Accordingly, nothing in this offer letter should be construed as creating a contract of employment, or employment for a specified term. Please note that participation in the Annual Incentive Plan does not guarantee any future participation, which is at The Company's discretion. Also, of course, all compensation, benefits and other terms of employment are subject to change from time to time, as The Company determines.

If you find this offer to be acceptable, then please sign this letter below and return it and all other enclosed documents to me at 22 Thomson Place, Boston MA0221O by February 15, 2017.

I believe that you can make significant contributions to The Company and look forward to working with you as we continue to build this very exciting business.

Sincerely

/s/ Meredith Crouse

Meredith Crouse

Global Head of Human Resources

The undersigned accepts the above employment offer and agrees that it contains the terms of employment with The Company, that the employment offered is "at will" as described above, that this offer

supersedes any and all prior understandings, offers or agreements, whether oral or written, and that there are no other terms expressed, or implied. The undersigned also understands that no representation, whether oral or written, by any manager, supervisor, or representative of The Company, at anytime, can constitute a contract of employment or employment for any specific duration, other than a document signed by the Human Resources Director.

Accepted: /s/ Richard Hanks

Richard Hanks

Date: February 14, 2017

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EX-10.6

CONTRACTOFEMPLOYMENTANDSTATEMENTOFPARTICULARS

OF TERMS OF EMPLOYMENT

THE PARTIES

Name and address of employer  Clarivate Analytics (UK) Limited

(the "Company")     Friars House

160 Blackfriars Road

Southwark

London SE1 BEZ

Name and address of employee  Mukhtar Ahmed

(referred to in this contract as "you")  [address redacted]

Please note that, for the purposes of this contract, the definition of "Group Company" will be taken to mean any one of the Company, its subsidiaries, any holding company of the Company or any subsidiary of such holding company (in each case as defined by section 736 and 736A of the Companies Act 1985 or section 1159 of the Companies Act 2006 (to the extent that each is in force at the date of this contract) and the "Group" has the corresponding meaning.

1  COMMENCEMENT OF EMPLOYMENT

1.1 Your employment with the Company will commence on 01 January 2018.

1.2 For the purposes of your statutory rights no previous employment counts as part of your continuous period of employment. Accordingly the date of commencement of your continuous period of employment is 01 January 2018.

1.3  As from the effective date of this contract all other agreements or arrangements between you and the Company relating to your employment have ceased to have effect.

2  DESCRIPTION OF DUTIES AND JOB TITLE

2.1 Your job title is President Life Sciences. You will report to Jay Nadler. In addition to your main duties you may be required to carry out such additional or alternative duties as the Company may from time to time require.

2.2 The Company may require you (as part of your duties of employment) to perform duties or services not only for the Company but also for any Group Company. The Company may at its discretion assign your employment to another Group Company on the same terms and conditions set out in this contract, subject to any variations to this contract that may subsequently have been agreed between you and the Company.

3  OTHER INTERESTS

3.1  You must devote your full time, attention and abilities to your job duties during working hours, and act in the best interests of the Company at all times. You must not, without the Company's written consent, be in any way directly or indirectly employed, engaged, concerned or interested in any other business or occupation where this is or is likely to be in conflict with the Company's interests or where this may adversely affect the efficient discharge of your duties. Subject to the EU Market Abuse Directive, any relevant policy issued by the Company from time to time and any

other regulatory requirements, this does not preclude you holding, for investment purposes only, up to 5% of any shares or other class of securities in any public company which is quoted on a recognised stock exchange. You may continue to hold equity interest in [redacted].

4  PLACE OF WORK

4.1  You will be employed at Friars House, 160 Blackfriars Road, Southwark, London SE1 BEZ but the Company may at any time require you to work at any other location of the Company or of any Group Company within the United Kingdom (either on a permanent or temporary basis) according to business needs.

5  TRAVEL AND WORKING OVERSEAS

5.1  You may be required to travel in the UK or overseas from time to time. This may involve travelling outside normal business hours and at weekends or public holidays as may be required by the Company.

5.2  It is not anticipated that you will be required to work overseas for periods exceeding one month and accordingly there are no particulars to be entered in this regard.

6  REMUNERATION

6.1 Your basic salary is £250,000 per year, payable by equal calendar monthly instalments by direct credit transfer into your bank account on or around the 15th of each month. If you take part in the Pension Adjustment, additional provisions relating to your salary may apply, as described in clause 13 below. The pre-adjusted salary is referred to as your "Reference Salary".

6.2 Your salary will be reviewed annually on or around April. Salary reviews are given on an annual basis based on performance and are generally done in April of each year. Your salary as set out in clause 6.1 above takes into account the Company wide annual salary review generally done in April of each year and you will not therefore be eligible for a salary review until on or around April 2019.The Company has no obligation to increase your salary at the annual salary review and accordingly the Company may in its absolute discretion maintain your existing level of salary or increase it by an amount and subject to any terms as it may in its absolute discretion decide

6.3 You will also be eligible to participate in the Company's Annual Incentive Plan (AIP) at 100% of your annual salary with effect from 1 January 2018 subject to the rules of the scheme in force from time to time. The scheme is a discretionary scheme, and any payment will be made only after the achievement of defined financial goals. The Company reserves the right to alter, amend or replace the scheme at any time. Any payment is made entirely at the discretion of the Company and will not be paid in whole or in part if, for any reason, you are either no longer employed by the Company, or under notice of termination of your employment, whether given by you or the Company, on the date payment is due. Any payment under the scheme will not be pensionable. Your incentive opportunity will be pro-rated for the year in which you commence employment with the Company and any actual award will be modified by the relevant business and individual performance.

6.4 The Company will provide you with an annual car allowance of £16,000 per year to be paid monthly on a pro rata basis. The Company reserves the right to review or change the car allowance at any time. This payment will not be pensionable.

6.5 You will be a participant in the Management Equity Plan, with a grant of 5,000 options subject to Board approval. The details of the plan are attached for your reference

7 OVERTIME

7.1 You do not have any contractual entitlement to overtime and are required to work the hours necessary for the efficient performance of your duties.

8  EXPENSES

8.1 You will be reimbursed for any reasonable expenses wholly, reasonably and necessarily incurred by you in the performance of your duties on behalf of the Company, subject to you producing receipts or such other evidence in respect of such expenses when requested by the Company and subject to your compliance with the Company's Global Travel and Expenses Policy as in force from time to time. A copy of this Policy can be found on the Intranet.

9  WORKING TIME

9.1 The Working Time Regulations 1998 provide that your average working time including overtime should not exceed 48 hours per week over a defined reference period. In order for the Company to be able to comply with the provisions of the Working Time Regulations 1998, as amended or updated, you may wish to seek the Company's consent before taking another job. In any event, you must inform your line manager of the working time this involves. This will enable the Company to ensure that your working hours do not exceed those permitted under the Working Time Regulations. If you wish to opt out of this limit, please sign the Working Time Regulations opt out form and return this to the HR Department.

10 HOURS OF WORK

10.1 Your basic hours of work are 35 hours per week, between 9am to 5pm Monday to Friday inclusive, with an unpaid break of up to one hour for lunch to be taken at a time convenient to the Company. You agree to work such additional hours as the Company may reasonably request or as may be necessary for the proper performance of your duties. Your line manager will agree your actual start and finish times with you.

11 ANNUAL LEAVE

11.1 The Company's annual leave year runs from 1 January to 31 December each year.

11.2 You are entitled to 25 days' annual leave with pay in every annual leave year (in addition to the usual bank and other public holidays) plus an additional day's annual leave from the start of the annual leave year in which you reach the relevant anniversary date, up to a maximum of 30 days' annual leave when you have completed five years' service. In the years of commencement and termination of employment, your annual leave entitlement for the remaining part of the annual leave year will be calculated on a pro rata basis.

11.3 Annual leave can only be taken at times agreed in advance with the Company. You must give the Company reasonable notice of your intention to take any annual leave. The Company reserves the right to require you to take any period of annual leave at any time by giving you reasonable notice, except that the Company is not required to give you any period of notice to take annual leave if notice of termination of your employment is given (whether by you or the Company).

11.4 You may carry forward up to a maximum of 5 days' annual leave per annum into the next annual leave year, provided that this is taken by 31 March in the immediately subsequent annual leave year. Any entitlement to annual leave remaining at the end of any annual leave year in excess of five days will lapse without payment in lieu. Any annual leave entitlement carried over in accordance with this clause and not taken by 31 March in the immediately subsequent annual leave year will lapse without payment in lieu.

11.5 Where on termination of your employment you have taken less annual leave than your entitlement (to be calculated on a pro rata basis) you will be paid in lieu on the following basis: 1/260th of your basic annual salary for each day of annual leave due to you to make up your entitlement. Where on termination of your employment you have taken more annual leave than your entitlement (to be calculated on a pro rata basis) you will compensate the Company on the following basis: 1/260th of your basic annual salary for each day of holiday you have taken in excess of your entitlement. Where your employment is terminated summarily (that is, without notice or payment in lieu of notice) or follows your resignation in breach of your obligation to give notice, the calculation of accrued but untaken annual leave will be based on your statutory minimum annual leave entitlement under the Working Time Regulations 1998 only and not on your contractual entitlement. For these purposes any paid annual leave that you have taken (Including any paid annual leave on public holidays) will be deemed first to be statutory paid annual leave under the Working Time Regulations.

12 SICKNESS

12.1 The Company reserves the right to require you to undergo, at any time during your employment, a medical examination by a doctor or consultant nominated by it, in which event the Company will pay the cost.

12.2 The Company may, in its sole discretion, and subject to the provisions below, pay you during absence from work due to sickness or injury as follows:

(a)  during the first year of employment, for the first 6 week's absence at full pay and a further 6 weeks' absence at half pay (whether consecutive or not) in any twelve month period (or any single period or related periods of absence that exceed twelve months in aggregate);

(b)  between one and two years' service, for the first 13 weeks' absence at full pay and a further 13 weeks' absence at half pay (whether consecutive or not) in any twelve month period (or any single period or related periods of absence that exceed 12 months in aggregate);

(c)  for employees with more than two years' service, up to a maximum of 26 weeks' absence at full pay (whether consecutive or not) in any twelve month period (or any single period or related periods of absence that exceed 12 months in aggregate).

12.3  Any payment made to you during any period of absence due to sickness or injury will be inclusive of any statutory sick pay to which you are entitled and the Company may deduct from your salary the amount of any social security benefits and any benefits under any insurance scheme referred to in clause 14 that you may be entitled to receive.

12.4 The Company reserves the right to deem any paid period of sickness absence (including without limitation if you are absent from work and in receipt of payment under the Company's Long-Term Sickness Scheme) to be inclusive of part or all of your annual leave entitlement m respect of annual leave over and above your statutory minimum entitlement under the Working Time Regulations 1998 and, to the extent permitted by law, in respect of your statutory minimum annual leave entitlement.

12.5 If you are incapable of performing your duties by reason of injury sustained wholly or partly as a result of negligence, nuisance or breach of any statutory duty on the part of a third party and you recover an amount by way of compensation for loss of earnings from that third party, you will pay to the Company a sum equal to the amount recovered or, if less, the amount paid to you by the Company under this clause in respect of the relevant period of absence as a result of that injury.

12.6 Any payment under this clause is conditional on you complying with the Company's rules on notification and evidence of absence which can be found in the Sickness and Absence Policy on the Intranet. Any Company sick pay which may be paid under the provisions of this clause 12 or in excess of this, will be entirely at the discretion of the Company and may be withdrawn at any time. The Company reserves the right to withhold payment of Company sick pay if the Company considers you are abusing the Company sick pay scheme.

13 PENSION

13.1 You are entitled to membership of the Company Group Personal Pension Plan (the "Pension Scheme") subject to the terms of the rules and other legal documentation governing the Pension Scheme in force from time to time. Benefits are provided on a defined contribution (money purchase) basis. You will be required to indicate if you wish to be enrolled in the Pension Scheme on the first of the month following your date commenced employment. Please find further details in the Pension Booklet provided to you. Any changes to the default options can only be made after you have been enrolled into the pension plan. A contracting out certificate is not in force in respect of your employment and the Pension Scheme.

13.2 The Company operates a Pension Adjustment automatically, when you join the Pension Scheme. Under the Pension Adjustment, rather than making your normal pension contributions from your gross annual basic salary (known as your "Reference Salary"), your Reference Salary is reduced by the amount of your employee pension contributions which are then paid direct by the Company into your pension account. The Company will then make the relevant employer contributions in addition to this. Further details can be found in the Pension Booklet provided to you which also explains what happens if you want to opt out of the Pension Adjustment. If you do opt out of the Pension Adjustment you will have to make the minimum employee contribution from your basic annual salary (the Company will also pay the relevant employer contribution). The Company may suspend any Pension Adjustment during your employment at any time. The Company also reserves the right to amend, alter or discontinue the Pension Adjustment as it considers appropriate, including without limitation in response to changes in legislation or regulations. The Company calculates salary­ related payments or benefits using Reference Salary.

14  INSURANCES

14.1 You are entitled to participate in the following schemes (each referred to below as an insurance scheme, although some of these schemes may be self-insured):

(a)  the Company's Long-Term Sickness (LTS) Scheme, which is a discretionary scheme providing such cover for you as the Company from time to time may notify you. Further details about the LTS Scheme can be found on the intranet;

(b)  the Company's Healthcare Scheme providing cover for you as the Company may from time to time notify to you. If you wish to join this scheme you must notify the HR Department; and

(c) a life assurance scheme providing cover equal to four times your basic annual salary. Subject to the rules of the scheme, the benefit will be paid to such of your dependants or other beneficiary as the trustees of the scheme select at their discretion, after considering any beneficiaries identified by you in your expression of wish form.

14.2 Membership of and benefits under any insurance scheme are subject to acceptance by the relevant insurer (where appropriate), the rules of the scheme and the terms of any applicable insurance policy and are conditional on you complying with and satisfying any applicable requirements of the scheme (and where relevant, the insurer). Copies of these rules and policies and particulars of the requirements (when notified to the Company) will be provided to you on

request. The Company will not have any liability to pay any benefit to you under any insurance scheme unless it receives payment of the benefit from the insurer.

14.3 The Company reserves the right to terminate its participation in any of the schemes referred to above, or to substitute other schemes, or alter the benefits available to you under any schemes without compensation. It a scheme provider (tor example, an insurance company) refuses for any reason (whether under its own interpretation of the terms of the relevant insurance policy or otherwise) to provide the relevant cover or benefit(s) to you under the applicable scheme or refuses to provide cover at the normal premiums due to the state of your health, the Company will not be liable to provide equivalent benefits or to compensate you for the loss of such benefits.

15 SUSPENSIONS/GARDEN LEAVE

15.1 The Company has the right to suspend all or any of your duties or require you to take garden leave for such period and on such terms as it considers appropriate, including a requirement that you will not attend at the Company's premises or contact any of its customers, suppliers or staff. The Company can exercise this right at any time (including during a period of notice terminating your employment) and whether or not it is in connection with a disciplinary investigation. Suspension/garden leave will be on full pay and your contractual benefits will continue to be provided unless it is a sanction imposed at a disciplinary hearing (the sanction may be suspension, without pay or on reduced pay as the Company may decide).

16 TERMINATION

16.1 You are entitled to three months' notice in writing of termination of employment. You are required to give the Company three months' notice in writing.

In the event that your position is made redundant or if your employment is terminated without cause you will be entitled to enhanced Company severance pay equivalent to one year's salary subject to you signing a settlement agreement. If you voluntarily terminate, give notice of your intent to voluntarily terminate your employment or your employment is terminated for conduct or capability related reason you will not be eligible to receive a redundancy payment.

16.2  The above is subject to the Company's right to terminate your employment at any time without notice:

(a) for any act of serious misconduct or of serious incompetence; or

(b) for repeated ·material breach(es) by you of your obligations to the Company; or

(c) if you are guilty of any conduct which seriously prejudices or is likely seriously to prejudice the interests or reputation of the Company or any Group Company;

(d) if you are convicted for an arrestable offence; or

(e) if you become bankrupt or make any arrangement or composition with your creditors; or

(f) if you cease to hold the qualifications necessary for you to carry out your work with the Company (including a change to your immigration status) so that you cannot lawfully work for the Company in the UK.

This list is not exhaustive and the Company may add to it at its discretion.

16.3 The Company does not operate a compulsory retirement age.

16.4 On demand and in any event on termination of your employment you must immediately return to the Company, in accordance with any instructions which may be given to you, all items of property belonging to the Company in your possession or under your control including without limitation, Confidential Information, customer lists, sales records, technical information and data, software, manuals, correspondence, notes, reports, papers and other documents (together with any summaries, extracts or copies thereof), company car, keys, credit cards and passes. You must not retain copies of any Company property in any form. You must, if so required by the Company, confirm in writing that you have complied with your obligations under this provision.

16.5 The Company may at its sole discretion terminate your employment with immediate effect and make a payment in lieu of notice equivalent to the basic salary and contractual benefits (based on the cost to the Company of providing these and as determined by the Company) to which you would have been entitled had notice been given pursuant to clause 16.1 or where notice has already been given by you or the Company, any unexpired period of notice.

17  RESTRICTIONS ON TERMINATION OF EMPLOYMENT

17.1

In this clause:

(a)  Relevant Period means the period of 12 months ending on the Termination Date;

(b)  Relevant Area means any part of any country in which you were materially involved in the business of the Company or another Group Company at any time during the Relevant Period;

(c) Termination Date means the date on which your employment terminates; and

(d)  references to the Company or another Group Company include its successors in business if the succession occurs after the Termination Date.

17.2 You covenant with the Company that you will not for a period of 12 months after the Termination Date be concerned in any business which is carried on in the Relevant Area and which is competitive or likely to be competitive with any business in which you were materially involved during the course of your employment during the Relevant Period and which is carried on by the Company or another Group Company at the Termination Date. For this purpose, you are concerned in a business if:

(a) you carry it on as principal or agent; or

(b) you are a business partner, director, employee, secondee, consultant, service provider or agent in, of or to any person who carries on the business; or

(c) you have any direct or indirect financial interest (as shareholder or otherwise) in any person who carries on the business; or

(d)  you are a business partner, director, employee, secondee, consultant, service provider or agent in, of or to any person who has a direct or indirect financial interest (as shareholder or otherwise) in any person who carries on the business;

disregarding any financial interest of a person in securities which are listed or dealt in on any Recognised Investment Exchange if that person, you and any person connected with you (within the meaning of section 839 of the Income and Corporate Taxes Act 1988) are interested in

securities which amount to less than five per cent of the voting rights (if any) attaching to the issued securities of that class.

17.3 If the Company exercises its right to suspend your duties and powers for a period of up to 12 months under clause 15 during any period after notice of termination of your employment has been given by the Company or you, the aggregate of the period of the suspension and the period after the Termination Date for which the covenant in subclause 17.2 applies will not exceed 12 months and, if the aggregate of the two periods would exceed 12 months, the period after the Termination Date for which the covenant in subclause 17.2 applies will be reduced accordingly.

17.4 You covenant with the Company that you will not directly or indirectly on your own account or on behalf of or in conjunction with any person for a period of 12 months after the Termination Date (except on behalf of the Company or any Group Company) in competition with the Company or any Group Company:

(a) canvass or solicit business or custom for goods of a similar type to those being manufactured or dealt in or services similar to those being provided by the Company or any Group Company at the Termination Date, and with which goods or services you were materially involved in the course of your employment during the Relevant Period, from any person who has been at any time during the Relevant Period a customer of the Company or any Group Company with whom you were materially involved in the course of your employment during the Relevant Period; or

(b) deal with any such person.

17.5 You covenant with the Company that you will not directly or indirectly on your own account or on behalf of or in conjunction with any person for a period of 12 months after the Termination Date induce or attempt to induce any supplier of the Company or any Group Company with whom you were materially involved in the course of your employment during the Relevant Period, to cease to supply, or to restrict or vary the terms of supply to, the Company or any Group Company or otherwise interfere with the relationship between a supplier and the Company or any Group Company.

17.6 You covenant with the Company that you will not directly or indirectly on your own account or on behalf of or in conjunction with any person for a period of 12 months after the Termination Date induce or attempt to induce any employee to whom this subclause applies to leave the employment of the Company or any Group Company (whether or not this would be a breach of contract by the employee). This subclause applies to an employee of the Company or any Group Company with whom you had material dealing in the course of your employment during the Relevant Period and who is employed wholly or mainly in a managerial, sales, or marketing capacity or who is engaged in developing any products or services for the Company or any Group Company.

17.7 Following the termination of your employment, you will not represent yourself as being employed or associated with the Company or any Group Company.

17.8  The covenants in this clause are for the benefit of the Company itself and as trustee for each other Group Company.

17.9  Each of the restrictions in each paragraph or subclause above is enforceable independently of each of the others and its validity is not affected if any of the others is invalid. If any of those restrictions is void but would be valid if some part of the restriction (including part of any of the definitions in subclause 17.1 were deleted, the restriction in question applies with such modification as may be necessary to make it valid.

17.10 You acknowledge that your position with the Company gives you access to and the benefit of confidential information vital to the continuing business of the Company and influence over and in connection with the Company's customers, suppliers, distributors, agents, employees, workers, consultants and directors in or with which you are engaged or In contact and you acknowledge and agree that the provisions of this clause are reasonable in their application to you and necessary but no more than sufficient to protect the interest of the Company.

17.11 If any person, during your employment or any period during which the covenants in this clause apply, offers to you any arrangement or contract which might or would cause you to breach any of the covenants, you will notify that person of the terms of this clause.

18 CONFIDENTIAL INFORMATION

18.1 You must not make use of or divulge to any person, and must use your best endeavours to prevent the use, publication or disclosure of, any Confidential Information:

(i) concerning the business of the Company or any which comes to your knowledge during the course of or in connection with your employment or your holding any office within the Group from any source within the Company or any Group Company; or

(ii) concerning the business of any person having dealings with the Company or any Group Company and which is obtained directly or indirectly in circumstances in which the Company or any Group Company is subject to a duty of confidentiality in relation to that information.

For these purposes, "Confidential Information" includes trade secrets and confidential information relating to customers, customer lists or requirements, price lists or pricing structures, marketing and information, business plans or dealings, employees or officers, source codes, computer systems, software, financial information and plans, designs, formulae, product lines, prototypes, research activities, services, any document marked "Confidential" or any information which you have been told is "Confidential" (or with similar expression) or which you might reasonably expect the Company would regard as "Conf1dentlal", or any information which has been given to the Company in confidence by customers, suppliers or other persons.

18.2  This clause does not apply to information which:

(i) is used or disclosed in the proper performance of your duties under this contract or with the prior written consent of the Company or any Group Company;

(ii) is or comes to be in the public domain (except as a result of a breach of your obligations under subclause 18.1 or

(iii) is ordered to be disclosed by a court of competent jurisdiction or otherwise required to be disclosed by law.

This clause continues to apply after the termination of your employment (whether terminated lawfully or not) without limit of time.

18.3 Each of the restrictions in each paragraph or subclause above will be enforceable independently of each of the others and its validity will not be affected if any of the others is invalid. If any of those restrictions is void but would be valid if some part of the restriction were deleted, the restriction in question will apply with such modification as may be necessary to make it valid.

18.4 Nothing in this contract shall preclude you from making a protected disclosure under the Employment Rights Act 1996.

19  INTELLECTUAL PROPERTY

19.2 For the purposes of this Agreement, the following definitions apply:

(a) IP Rights means (i) copyright, patents, know-how, confidential information, database rights, and rights in trademarks and designs (whether registered or unregistered), (ii) applications for registration, and the right to apply for registration, for any of the same, and (iii) all other intellectual property rights and equivalent or similar forms of protection existing anywhere In the world;

(b) IP Materials means all documents, software, photographic or graphic works of any type, and other materials in any medium or format which are created by you or on your behalf in the course of performing your obligations under this agreement and which are protected by or relate to IP Rights.

19.2 During the period for which you work for the Company, your duties will require you to create documents and/or products, which amount to IP Materials and therefore have the benefit of IP Rights, such as copyright and patent. You will record any IP Right created or developed in the course of your employment in writing in accordance with good industry practice in sufficient detail to enable a person of reasonable skill in the relevant field to understand and work the IP Right. You shall disclose forthwith any IP Right created by you (whether or not created or developed on Company premises or in normal working hours) in the course of your employment or in any way affecting or relating to the business of any Company in the Group or capable of being used or adapted for use in or in connection with it.

19.3 IP Rights are capable of being owned. In most cases, the fact that you have created IP Materials during the course of your employment with the Company will result in the Company automatically owning the IP Rights. In some cases, express contractual provisions are necessary to ensure that the relevant IP Rights are owned by the Company. The following provisions ensure that all IP Rights which arise during your paid period of employment are owned by the Company.

19.4 To the extent that ownership of IP Rights does not vest in the Company by operation of law, you hereby assign to the Company all IP Rights which arise in the course of performing your obligations under this agreement (including all present and future copyright, and copyright revivals and extensions). This assignment will take effect upon the creation of each of the IP Rights.

19.5 You agree to sign all documents and do all other acts which the Company requests (at its expense) to enable the Company to enjoy the full benefit of this clause. This includes joining in any application, which may be made by the Company's sole name for registration of any IP Rights (such as a patent, trademark or registered design).

19.6 You may only use the IP Rights and IP Materials to perform your obligations under this Agreement, and will not disclose any IP Rights or IP Materials to any third party without the express prior written consent of the Company.

19.7 You waive all moral rights in IP Materials to which you would otherwise be entitled under the law of any relevant jurisdiction.

19.8 You will immediately transfer to the company all IP Materials in your possession or under your control when this contract expires or terminates for any reason, or at any time when the Company

requests transfer. No copies or other record of any IP Materials may be retained by you except with the prior written consent of the Company.

19.9 This clause will survive expire of this contract, or its termination for any reason.

20  AGREEMENT TO MAKE DEDUCTION/WITHHOLD PAYMENT

20.1 At any time during your employment, or on its termination (however arising), the Company will be entitled to deduct from your salary or any other payments due to you in respect of your employment any monies due from you to the Company including without limitation any overpayments, loans or advances made to you by the Company, such as any overpayments in respect of annual leave taken in excess of your entitlement. If at any time you are requested to return to the Company property belonging to it and you fail to do so the Company will, without prejudice to any other remedy, be entitled to withhold any monies due to you from the Company.

21 DATA PROTECTION

21.1 During the course of your employment and as reasonably required thereafter, the Company will collect and process certain individually identifiable information about you ("Personal Data"). The Company may also collect limited amounts of "sensitive" Personal Data, for example, about your racial and ethnic origin, marital status and health or work-related disabilities as necessary to comply with applicable law, to administer or facilitate health, medical or other employee benefits, to administer sick leaves and other absences, and to protect health and safely in the workplace. The Company may also collect limited amounts of "sensitive" Personal Data about your criminal history and/or record for recruitment and compliance purposes as well as internet websites visited (as part of and for the purpose of monitoring internet usage). The Company may transfer or assign Personal Data and/or sensitive Personal Data to companies in the Group (including countries outside the EU), and to affiliates or third parties that provide products or services to the Company. Along with all other rights granted to you under applicable laws, you are generally entitled to access Personal Data held about you and to have inaccurate data corrected or removed. All collection, use, processing and transfer of Personal Data (including any sensitive Personal Data) will be governed by the Company Employee Data Protection Policy (the "Data Protection Policy"), a copy of which is on the Intranet. By signing this contract, you consent to the Company processing your Personal Data and sensitive Personal Data in the manner and for the purposes set out above.

22  DISCIPLINARY AND GRIEVANCE PROCEDURES

22.1 The disciplinary rules applicable to your employment and the Company's grievance procedure are available on the Intranet. These rules and procedure do not form part of your contract of employment. If you wish to raise a grievance or appeal against a disciplinary decision or a decision to dismiss you, you should apply to the relevant person or level of management as set out in the applicable policy. The Company reserves the right to impose such disciplinary sanction(s) as it considers appropriate, including the demotion or transfer to another department or job on the terms applicable to that job.

23 EQUAL OPPORTUNITIES POLICY

23.1 The Company operates an Equal Opportunities Policy in all aspects of recruitment and employment regardless of race, colour, nationality, ethnic or national origin, religion or belief, age, sex/gender, sexual orientation, pregnancy, parental status, marital status, disability and trade union membership or activities. The Equal Opportunities Policy does not form part of your contract of employment and the Company reserves the right to amend this from time to time but it is a condition of your contract of employment that you comply with the Company's Equal

Opportunities Policy in force from time to time. The Equal Opportunities Policy is available on the Intranet.

24  INTERCEPTION OF COMMUNICATIONS

24.1 You acknowledge that access to the Company's computer and telephone systems is provided for business purposes. In order that the Company may protect its legitimate business interests, you agree that all of your internet use and e-mail and telephone communications on the Company's systems may be monitored and/or recorded by the Company and that any other correspondence in hard copy or electronic form addressed to you or sent by you at/from the Company's premises may be opened and/or read by the Company. You are required to strictly comply with any relevant policy issued by the Company from time to time.

25 COLLECTIVE AGREEMENTS

25.1 There are no collective agreements applicable to you or which affect your terms and conditions of employment.

26 HEALTH AND SAFETY AT WORK

26.1 Employers are obliged by law to prepare and bring to the notice of all their employees a written statement of general policy with respect to the health and safety at work of their employees and the organization and arrangements for carrying out such policy. A copy of the Company's current Health and Safety Policy and rules has been issued to you. It is a condition of your contract of employment that you comply strictly with this policy and all rules and regulations in respect of health and safety (although these do not form part of your contract of employment and the Company reserves the right to amend these from time to time). You must also co-operate with anyone designated by the Health and Safety officer to carry out activities aimed at securing the objectives of the health and safety legislation.

27 SECURITY

27.1 As part of its general security procedures, the Company reserves the right to carry out searches of your workplace at any lime. It also reserves the right to search you and your personal belongings, including without limitation the contents of lockers, bags, briefcases and vehicles. Refusal to co­ operate with the Company's reasonable request to search in the furtherance of general security will be a serious disciplinary offence which could lead to summary dismissal. Searches will only be carried out by authorised personnel.

27.2 In the event of stock/monetary loss, you may be required to participate in the Company's investigations and co-operate where necessary with auditors and other third parties at the direction of the Company.

28  THIRD PARTY RIGHTS

28.1 A person who is not a party to this agreement may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999 except that the benefits conferred on Group Companies may be enforced by those Group Companies and the parties agree that they may amend or vary any or all of the terms of this contract without the consent of any Group Companies.

29  ENTIRE AGREEMENT

29.1 This contract, your offer letter and the Company's Code of Business Conduct and Ethics set out the entire agreement between the parties and shall be in substitution for and shall supersede any prior agreement, arrangement or understanding (whether oral or written) relating to the subject

matter of this agreement or your employment by the Company or any Group Company, which shall be deemed to be terminated by mutual consent with immediate effect. The Company's Job Reduction Policy forms part of your contract of employment. All other Company policies are non-contractual and the Company reserves the right to amend these policies from time to time.

29.2  You acknowledge that you have not entered into this agreement in reliance upon any warranty, representation or undertaking which is not set out in this agreement.

30  IMMIGRATION

30.1 You confirm that you are entitled to work in the UK for the Company and will notify the Company immediately if you cease to be so entitled at any time during your employment or if your immigration status changes. You will provide any documents relating to your immigration status that may be requested by the Company or any Group Company from time to time.

31  VARIATION

31.1 The Company reserves the right to make reasonable changes to these and any other agreed terms and conditions of employment. Minor changes of detail (e.g. in procedures) may be made from time to time. You will normally be given not less than one month's written notice before significant changes are made.

32 GOVERNING LAW

32.1 This agreement is governed by and must be construed in accordance with English law and the parties hereby irrevocably submit to the exclusive jurisdiction of the English courts.

Your signature below will constitute your agreement to the terms set out above, including your consent to the transfer of your Personal Data overseas as set out in clause 21 and Company monitoring as set out in clause 24.

/s/ Andrea Degutis       8/21/2017

Signed for the Company      Date

/s/ Mukhtar Ahmed   11 Sept. 2017

Signed by the employee   Date:

EX-10.7

July 28, 2017

Jeff Roy

[address redacted]

Dear Jeff:

On behalf of Clarivate Analytics, I am very pleased to offer you the position of President, CompuMark. This position is based in Boston, MA and reports to Jay Nadler, CEO. We are very excited to have you join the organization and look forward to your acceptance.

Below are the terms of your offer, which are effective from your start date:

Employment Date:	September 5, 2017
Compensation:	In this exempt role, you will be compensated at a rate of $375,000 per year, less applicable deductions, payable in accordance with The Company’s normal payroll practice. Salary reviews are given on an annual basis based on performance and are generally done in April of each year.
Annual Incentive Plan:	You will be eligible to participate in the Annual Incentive Plan (AIP), subject to the plan terms and conditions. Your target award will be 60% of your earned base salary. Your incentive opportunity will be pro-rated for the year in which you commence employment with the Company and any actual award may be modified by the relevant business and individual performance.
Management Equity Plan:	You will be a participant in the Clarivate Analytics Equity Incentive Plan, with a grant of 4,000 options subject to Board approval. The details of the plan are attached for your reference.
Benefits:	You will be eligible for participation in The Company’s various benefit programs including Medical, Dental, Vision, Life Insurance, Short- and Long-term Disability in accordance with the terms and conditions of those plans. A comprehensive description of these benefits will be provided to you when your employment commences.
Retirement Benefits:	You will be eligible for participation in The Company’s 401(k) Savings Plan in accordance with the terms and conditions of those plans. A comprehensive description of these benefits will be provided to you when your employment commences.
Severance:	In the event that your employment is involuntarily terminated by the Company for any reason other than cause, you will be entitled to 52 weeks of severance in the form of salary continuation as well as continued medical, dental and vision coverage (as applicable). You will be paid a prorated bonus if you are terminated without cause on or after April 1 of the termination year. Payment of severance is contingent upon entering into a separation agreement with the Company and shall include a general release of all claims in favor of the Company and provisions, among others, regarding non- solicitation, confidentiality, non-disparagement, and return of Company property. If you voluntarily resign or the Company terminates your employment for cause, you will not be eligible for severance payments and separation benefits.

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Other Benefits:	You will be eligible to receive paid time off, pro-rated based upon the date you begin employment. In addition, you will be eligible for all Company designated holidays. The Company will also reimburse you for parking fees incurred while working from the Boston office.
IMPORTANT:	You represent and warrant that in your acceptance of and performance in this position you will not violate the term of any agreement applicable to you, and that you will not utilize or make available to us any confidential or proprietary information of any third party or violate any obligation with respect to such information.

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Please understand your offer of employment is contingent upon each of the following:

Clarivate Analytics Code of Conduct (“Code”)

Please review the Code of Conduct. You acknowledge that you have read the Clarivate Analytics Code of Conduct and understand your obligations to comply with the policies, principles and values outlined in this Code. Upon your hire, and from time to time during the course your employment, you will be required to reaffirm your acknowledgement of the Clarivate Analytics Code of Conduct.

Confidential Information and Invention Assignment Agreement

Your offer of employment is contingent upon you entering into the attached Confidential Information and Invention Assignment Agreement. Please review the enclosed documents carefully prior to giving notice of your departure to your current employer.

Background Check

Clarivate Analytics has partnered with a 3rd party vendor to conduct its background check process. To assist in completing this important process, you are required to complete and submit an online initiation form. This form will be sent to your personal email address after we have received your acceptance to this offer.

Please follow the instructions found on the email to complete this process.

This offer is contingent upon a successful background check. You understand that unsatisfactory results from, refusal to cooperate with, or any attempts to affect the results of these pre-employment tests and checks will result in withdrawal of any employment offer or termination of employment if already employed.

Company Policies

Your employment is subject to all the terms and conditions of the Company’s policies which are located on our internal employee website.

Proof of Identity and Employment Eligibility

Government regulations require us to make all offers of employment contingent upon your ability to provide proof of your identity and eligibility for employment in the United

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States. You must present original documentation upon hire in order to complete the federal I9 form. If you do not present this information, then the Company may not employ you and you will be terminated, as required by law. Please refer to the enclosed pre-approved document list and bring the appropriate documents with you on your first day of work. Additional instructions are also attached for your review.

While I have every expectation that you will have a successful career with us, I must remind you that your employment with The Company is on an "at will" basis, which means that either of us may choose to terminate your employment at any time, with or without cause, with or without notice and without compensation except for time worked. Accordingly, nothing in this offer letter should be construed as creating a contract of employment, or employment for a specified term. Please note that participation in the Annual Incentive Plan does not guarantee any future participation, which is at The Company’s discretion. Also, of course, all compensation, benefits and other terms of employment are subject to change from time to time, as The Company determines.

If you find this offer to be acceptable, then please sign this letter below and return it and all other enclosed forms by August 4, 2017.

I believe that you can make a significant contribution to The Company and look forward to working with you as we continue to build this very exciting business.

Sincerely,

/s/ Andrea Degutis

Andrea Degutis

Senior Vice President, Human Resources

The undersigned accepts the above employment offer and agrees that it contains the terms of employment with The Company, that the employment offered is “at will” as described above, that this offer supersedes any and all prior understandings, offers or agreements, whether oral or written, and that there are no other terms expressed, or implied. The undersigned also understands that no representation, whether oral or written, by any manager, supervisor, or representative of The Company, at anytime, can constitute a contract of employment or employment for any specific duration, other than a document signed by the Human Resources Director.

Accepted: /s/ Jeff Roy

Date: 

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EX-10.8

THOMSON REUTERS

CONTRACTOFEMPLOYMENTANDSTATEMENTOFPARTICULARS

OF TERMS OF EMPLOYMENT

THE PARTIES

Name and address of employer	Thomson Reuters (Professional) UK Ltd (the "Company")
	77 Hatton Garden
	London
	ECIN 8JS
Name and address of employee	Steve Hartman
(referred to in this contract as "you")	[address redacted]

Please note that, for the purposes of this contract, the definition of "Group Company" will be taken to mean any one of the Company, its subsidiaries, any holding company of the Company or any subsidiary of such holding company (in each case as defined by section 736 and 736A of the Companies Act I985 or section 1159 of the Companies Act 2006 (to the extent that each is in force at the date of this contract) and the "Group" has the corresponding meaning.

1 COMMENCEMENT OF EMPLOYMENT

1.1  Your role with the Company will commence on 22 April 2013.

1.2  For the purposes of your statutory rights, accordingly the date of commencement of your continuous employment is 30 June 1997.

1.3 As from the effective date of this contract all other agreements or arrangements between you and the Company relating to your employment have ceased to have effect. Except in relation to benefits and emoluments granted during the term of your employment to date.

2 DESCRIPTION OF DUTIES AND JOB TITLE

2.1  Your job title is Global Head of Legal and Business Development. You will continue to report to Chris Kibarian, President IP & Science. In addition to your main duties you may be required to carry out such additional or alternative duties as the Company may from time to time require.

2.2  The Company may require you (as part of your duties of employment) to perform duties or services not only for the Company but also for any Group Company. The Company may at its discretion assign your employment to another Group Company on the same terms and conditions set out in this contract, subject to any variations to this contract that may subsequently have been agreed between you and the Company.

3 OTHER INTERESTS

3.1 You must devote your full time, attention and abilities to your job duties during working hours, and act in the best interests of the Company at all times. You must not, without the Company's written consent,

be in any way directly or indirectly employed, engaged, concerned or interested in any other business or occupation where this is or is likely to be in conflict with the Company's interests or where this may adversely affect the efficient discharge of your duties. Subject to the EU Market

Abuse Directive, any relevant policy issued by the Company from time to time and any other regulatory requirements, this does not preclude you holding, for investment purposes only, up to 5% of any shares or other class of securities in any public company which is quoted on a recognised stock exchange

4 PLACE OF WORK

4.1 You will be employed at The Johnson Building, 77 Hatton Garden, Farringdon, EClN 8JS but the Company may at any time require you to work at any other location of the Company or of any Group Company within a reasonable commuting distance from your place of work within the United Kingdom (either on a permanent or temporary basis) according to business needs.

5 TRAVEL AND WORKING OVERSEAS

5.1 You may be required to travel in the UK or overseas from time to time. This may involve travelling outside normal business hours and at weekends or public holidays as may be required by the Company.

5.2 It is not anticipated that you will be required to work overseas for periods exceeding one month and accordingly there are no particulars to be entered in this regard.

6 REMUNERATION

6.1 Your basic salary is £188,965 per year, payable by equal calendar monthly instalments by direct credit transfer into your bank account on or around the 15"' of each month. If you take part in the Pension Adjustment, additional provisions relating to your salary may apply, as described in clause 14 below. The pre-adjusted salary is referred to as your "Reference Salary".

6.2 Your salary will be reviewed annually in April. The Company has no obligation to increase your salary at the annual salary review and accordingly the Company may in its absolute discretion maintain your existing level of salary or increase it by an amount and subject to any terms as it may in its absolute discretion decide.

6.3 You will also be eligible to participate in the Company's Annual Incentive Plan at 40% subject to the rules of the scheme in force from time to time. The scheme is a discretionary scheme, and any payment will be made only after the achievement of defined financial goals. The Company reserves the right to alter, amend or replace the scheme at any time. Any payment is made entirely at the discretion of the Company and will not be paid in whole or in part if, for any reason, you are either no longer employed by the Company, or under notice of termination of your employment, whether given by you or the Company, on the date payment is due. Any payment under the scheme will not be pensionable.

7 OVERTIME

7.1  You do not have any contractual entitlement to overtime and are required to work the hours necessary for the efficient performance of your duties. In exceptional circumstances, your manager may be willing to authorise paid overtime or arrange time off in lieu of payment in accordance with the Overtime Policy, a copy of which is on the Intranet. The Company reserves the right to vary the level of payment and the terms of this scheme from time to time.

8 EXPENSES

8.1 You will be reimbursed for any reasonable expenses wholly, reasonably and necessarily incurred by you in the performance of your duties on behalf of the Company, subject to you producing receipts or such other evidence in respect of such expenses when requested by the Company and subject to your compliance with the Company's Global Travel and Expenses Policy as in force from time to time. A copy of this Policy can be found on the Intranet.

9 CAR ALLOWANCE

9.1 The Company will provide you with an annual car allowance at the applicable rate (currently £5,700 per year) to be paid monthly on a pro rata basis. The Company reserves the right to review or change the car allowance at any time. This payment will not be pensionable.

10 WORKING TIME

10.1  The Working Time Regulations 1998 provide that your average working time including overtime should not exceed 48 hours per week over a defined reference period. In order for the Company to be able to comply with the provisions of the Working Time Regulations 1998, as amended or updated, you may wish to seek the Company's consent before taking another job. In any event, you must inform your line manager of the working time this involves. This will enable the Company to ensure that your working hours do not exceed those permitted under the Working Time Regulations.

11 HOURS OF WORK

11.1 Your basic hours of work are 35 hours per week, between 9am to 5pm Monday to Friday inclusive, with an unpaid break of up to one hour for lunch to be taken at a time convenient to the Company. You agree to work such additional hours as the Company may reasonably request or as may be necessary for the proper performance of your duties. Your line manager will agree your actual start and finish times with you.

12 ANNUAL LEAVE

12.1 The Company's annual leave year runs from 1 January to 31 December each year.

12.2  You are entitled to 30 days' annual leave with pay in every annual leave year (in addition to the usual bank and other public holidays). In the years of termination of employment, your annual leave entitlement for the remaining part of the annual leave year will be calculated on a pro rata basis.

12.3 Annual leave can only be taken at times agreed in advance with the Company. You must give the Company reasonable notice of your intention to take any annual leave. The Company reserves the right to require you to take any period of annual leave at any time by giving you reasonable notice, except that the Company is not required to give you any period of notice to take annual leave if notice of termination of your employment is given (whether by you or the Company).

12.4  You may carry forward up to a maximum of 5 days' annual leave per annum into the next annual leave year, provided that this is taken by 31 March in the immediately subsequent annual leave year. Any entitlement to annual leave remaining at the end of any annual leave year in excess of five days will lapse without payment in lieu. Any annual leave entitlement carried over in accordance with this clause and not taken by 31 March in the immediately subsequent annual leave year will lapse without payment in lieu.

12.5  Where on termination of your employment you have taken less annual leave than your entitlement (to be calculated on a pro rata basis) you will be paid in lieu on the following basis: 1/260^th of your basic annual salary for each day of annual leave due to you to make up your entitlement. Where on

termination of your employment you have taken more annual leave than your entitlement (to be calculated on a pro rata basis) you will compensate the Company on the following basis: 1/260^th of your basic annual salary for each day of holiday you have taken in excess of your entitlement.

12.6  Where your employment is terminated summarily (that is, without notice or payment in lieu of notice) or follows your resignation in breach of your obligation to give notice, the calculation of accrued but untaken annual leave will be based on your statutory minimum annual leave entitlement under the Working Time Regulations 1998 only and not on your contractual entitlement. For these purposes any paid annual leave that you have taken (including any paid annual leave on public holidays) will be deemed first to be statutory paid annual leave under the Working Time Regulations.

13  SICKNESS

13.l The Company reserves the right to require you to undergo, at any time during your employment, a medical examination by a doctor or consultant nominated by it, in which event the Company will pay the cost.

13.2  The Company may, in its sole discretion, and subject to the provisions below, pay you during absence from work due to sickness or injury as follows:

(a) during the first year of employment, for the first 6 week's absence at full pay and a further 6 weeks' absence at half pay (whether consecutive or not) in any twelve month period (or any single period or related periods of absence that exceed twelve months in aggregate);

(b)  between one and two years' service, for the first 13 weeks' absence at full pay and a further 13 weeks' absence at half pay (whether consecutive or not) in any twelve month period (or any single period or related periods of absence that exceed 12 months in aggregate);

(c)  for employees with more than two years' service, up to a maximum of 26 weeks' absence at full pay (whether consecutive or not) in any twelve month period (or any single period or related periods of absence that exceed 12 months in aggregate).

13.3  Any payment made to you during any period of absence due to sickness or injury will be inclusive of any statutory sick pay to which you are entitled and the Company may deduct from your salary the amount of any social security benefits and any benefits under any insurance scheme referred to in clause 14 that you may be entitled to receive.

13.4 The Company reserves the right to deem any paid period of sickness absence (including without limitation if you are absent from work and in receipt of payment under the Company's Long-Term Sickness Scheme) to be inclusive of part or all of your annual leave entitlement in respect of annual leave over and above your statutory minimum entitlement under the Working Time Regulations 1998 and, to the extent permitted by law, in respect of your statutory minimum annual leave entitlement.

13.5 If you are incapable of performing your duties by reason of injury sustained wholly or partly as a result of negligence, nuisance or breach of any statutory duty on the part of a third party and you recover an amount by way of compensation for loss of earnings from that third party, you will pay to the Company a sum equal to the amount recovered or, if less, the amount paid to you by the Company under this clause in respect of the relevant period of absence as a result of that injury.

13.6 Any payment under this clause is conditional on you complying with the Company's rules on notification and evidence of absence which can be found in the Sickness and Absence Policy on the Intranet. Any Company sick pay which may be paid under the provisions of this clause 132 or in excess of this, will be entirely at the discretion of the Company and may be withdrawn at any time. The Company reserves the right to withhold payment of Company sick pay if the Company considers you are abusing the Company sick pay scheme.

14  PENSION

14.1 You are entitled to membership of The Thomson Reuters UK Retirement Plan (the "Pension Scheme") subject to the terms of the rules and other legal documentation governing the Pension Scheme in force from time to time. Benefits are provided on a defined contribution (money purchase) basis. You will automatically be enrolled in the Pension Scheme unless you choose to opt out. A contracting out certificate is not in force in respect of your employment and the Pension Scheme.

14.2 The Company operates a Pension Adjustment automatically, when you join the Pension Scheme. Under the Pension Adjustment, rather than making your normal pension contributions from your gross annual basic salary (known as your "Reference Salary"), your Reference Salary is reduced by the amount of your employee pension contributions which are then paid direct by the Company into your pension account. The Company will then make the relevant employer contributions in addition to this. Further details can be found in the Pension Booklet provided to you which also explains what happens if you want to opt out of the Pension Adjustment. If you do opt out of the Pension Adjustment you will have to make the minimum employee contribution from your basic annual salary (the Company will also pay the relevant employer contribution). The Company may suspend any Pension Adjustment during your employment at any time. The Company also reserves the right to amend, alter or discontinue the Pension Adjustment as it considers appropriate, including without limitation in response to changes in legislation or regulations. The Company calculates salary­ related payments or benefits using Reference Salary.

15  INSURANCES

15.1 You are entitled to participate in the following schemes (each referred to below as an insurance scheme, although some of these schemes may be self-insured):

(a) the Company's Long-Term Sickness (LTS) Scheme, which is a discretionary scheme providing such cover for you as the Company from time to time may notify you. Further details about the LTS Scheme can be found in the Employee Handbook;

(b) the Company's Healthcare Scheme providing cover for you as the Company may from time to time notify to you. If you wish to join this scheme, you must notify the HR Department.

(c) a life assurance scheme providing cover equal to four times your basic annual salary. Subject to the rules of the scheme, the benefit will be paid to such of your dependants or other beneficiary as the trustees of the scheme select at their discretion, after considering any beneficiaries identified by you in your expression of wish form.

15.2 Membership of and benefits under any insurance scheme are subject to acceptance by the relevant insurer (where appropriate), the rules of the scheme and the terms of any applicable insurance policy and are conditional on you complying with and satisfying any applicable requirements of the scheme (and where relevant, the insurer). Copies of these rules and policies and particulars of the requirements (when notified to the Company) will be provided to you on request. The Company will not have any liability to pay any benefit to you under any insurance scheme unless it receives payment of the benefit from the insurer.

The Company reserves the right to terminate its participation in any of the schemes referred to above, or to substitute other schemes, or alter the benefits available lo you u11de1 any schemes without compensation. If a scheme provider (for example, an insurance company) 1efuses fo1 any reason (whether under its own interpretation of the terms of the relevant insurance policy or otherwise) to provide the relevant cover or benefit(s) to you under the applicable scheme or refuses to provide cover at the normal premiums due to the state of your health, the Company will not be liable to provide equivalent benefits or to compensate you for the loss of such benefits.

16  SUSPENSIONS/GARDEN LEAVE

16.1 The Company has the right to suspend all or any of your duties or require you to take garden leave for such period and on such terms as it considers appropriate, including a requirement that you will not attend at the Company's premises or contact any of its customers, suppliers or staff. The Company can exercise this right at any time (including during a period of notice terminating your employment) and whether or not it is in connection with a disciplinary investigation. Suspension/garden leave will be on full pay and your contractual benefits will continue to be provided unless it is a sanction imposed at a disciplinary hearing (the sanction may be suspension, without pay or on reduced pay as the Company may decide).

17 TERMINATION

17.1 You are entitled to six months notice in writing of termination of employment. You are required to give the Company six month's notice in writing.

17.2 The above is subject to the Company's right to terminate your employment at any time without notice:

(a) for any act of serious misconduct or of serious incompetence; or

(b) for repeated material breach(es) by you of your obligations to the Company; or

(c) if you are guilty of any conduct which seriously prejudices or is likely seriously to prejudice the interests or reputation of the Company or any Group Company;

(d)  if you are convicted for an arrestable offense; or

(e) if you become bankrupt or make any arrangement or composition with your creditors; or

(f) if you cease to hold the qualifications necessary for you to carry out your work with the Company (including a change to your immigration status) so that you cannot lawfully work for the Company in the UK.

This list is not exhaustive and the Company may add to it at its discretion.

17.3 The company does not operate a compulsory retirement age.

17.4 On demand and in any event on termination of your employment you must immediately return to the Company, in accordance with any instructions which may be given to you, all items of property belonging to the Company in your possession or under your control including without limitation, Confidential Information, customer lists, sales records, technical information and data, software, manuals, correspondence, notes, reports, papers and other documents (together with any summaries, extracts or copies thereof), company car, keys, credit cards and passes. You must not retain copies of any Company property in any form. You must, if so required by the Company, confirm in writing that you have complied with your obligations under this provision.

18 RESTRICTIONS ON TERMINATION OF EMPLOYMENT

18.1 In this clause:

(g) Relevant Period means the period of 12 months ending on the Termination Date;

(h) Relevant Area means any part of any country in which you were materially involved in the business of the Company or another Group Company at any time during the Relevant Period;

(i) Termination Date means the dale on which your employment terminates; and

(j) references to the Company or another Group Company include its successors m business if the succession occurs after the Termination Date.

18.2 You covenant with the Company that you will not for a period of 6 months after the Termination Date be concerned in any business which is carried on in the Relevant Area and which is competitive or likely to be competitive with any business in which you were materially involved during the course of your employment during the Relevant Period and which is carried on by the Company or another Group Company at the Termination Date. For this purpose, you are concerned in a business if:

(k) you carry it on as principal or agent; or

(l)  you are a business partner, director, employee, secondee, consultant, service provider or agent in, of or to any person who carries on the business; or

(m) you have any direct or indirect financial interest (as shareholder or otherwise) in any person who carries on the business; or

(n) you are a business partner, director, employee, secondee, consultant, service provider or agent in, of or to any person who has a direct or indirect financial interest (as shareholder or otherwise) in any person who carries on the business;

disregarding any financial interest of a person in securities which are listed or dealt in on any Recognised Investment Exchange if that person, you and any person connected with you (within the meaning of section 839 of the Income and Corporate Taxes Act 1988) are interested in securities which amount to less than five per cent of the voting rights (if any) attaching to the issued securities of that class.

18.3 If the Company exercises its right to suspend your duties and powers for a period of up to 6 months under clause 16 during any period after notice of termination of your employment has been given by the Company or you, the aggregate of the period of the suspension and the period after the Termination Date for which the covenant in subclause 18.2 applies will not exceed 6 months and, if the aggregate of the two periods would exceed 6 months, the period after the Termination Date for which the covenant in subclause 18.2 applies will be reduced accordingly.

18.4 You covenant with the Company that you will not directly or indirectly on your own account or on behalf of or in conjunction with any person for a period of 6 months after the Termination Date (except on behalf of the Company or any Group Company) in competition with the Company or any Group Company:

(o) canvass or solicit business or custom for goods of a similar type to those being manufactured or dealt in or services similar to those being provided by the Company or any Group Company at the Termination Date, and with which goods or services you were materially involved in the course of your employment during the Relevant Period, from any person who has been at any time during the Relevant Period a customer of the Company or any Group Company with whom you were materially involved in the course of your employment during the Relevant Period; or

(p) deal with any such person.

18.5 You covenant with the Company that you will not directly or indirectly on your own account or on behalf of or in conjunction with any person for a period of 6 months after the Termination Date induce or attempt to induce any supplier of the Company or any Group Company with whom you were materially involved in the course of your employment during the Relevant Period, to cease to supply, or to restrict or vary the terms of supply to, the Company or any Group Company or otherwise interfere with the relationship between a supplier and the Company or any Group Company.

18.6 You covenant with the Company that you will not directly or indirectly on your own account or on behalf of or in conjunction with any person for a period of 6 months after the Termination Date induce

or attempt to induce any employee to whom this subclause applies to leave the employment of the Company or any Group Company (whether or not this would be a breach of contract by the employee). This subclause applies to an employee of the Company or any Group Company with whom you had material dealing in the course of your employment during the Relevant Period and who is employed wholly or mainly in a managerial, sales, or marketing capacity or who is engaged in developing any products or services for the Company or any Group Company.

18.7 Following the termination of your employment, you will not represent yourself as being employed or associated with the Company or any Group Company.

18.8 The covenants in this clause are for the benefit of the Company itself and as trustee for each other Group Company.

18.9 Each of the restrictions in each paragraph or subclause above is enforceable independently of each of the others and its validity is not affected if any of the others is invalid. If

any of those restrictions is void but would be valid if some part of the restriction (including part of any of the definitions in subclause 17.1) were deleted, the restriction in question applies with such modification as may be necessary to make it valid.

18.10 You acknowledge that your position with the Company gives you access to and the benefit of confidential information vital to the continuing business of the Company and influence over and in connection with the Company's customers, suppliers, distributors, agents, employees, workers, consultants and directors in or with which you are engaged or in contact and you acknowledge and agree that the provisions of this clause are reasonable in their application to you and necessary but no more than sufficient to protect the interest of the Company.

18.11 If any person, during your employment or any period during which the covenants in this clause apply, offers to you any arrangement or contract which might or would cause you to breach any of the covenants, you will notify that person of the terms of this clause.

19  CONFIDENTIAL INFORMATION

19.1 You must not make use of or divulge to any person, and must use your best endeavours to prevent the use, publication or disclosure of, any Confidential Information:

(i) concerning the business of the Company or any which comes to your knowledge during the course of or in connection with your employment or your holding any office within the Group from any source within the Company or any Group Company; or

(ii) concerning the business of any person having dealings with the Company or any Group Company and which is obtained directly or indirectly in circumstances in which the Company or any Group Company is subject to a duty of confidentiality in relation to that information.

For these purposes, "Confidential Information" includes trade secrets and confidential information relating to customers, customer lists or requirements, price lists or pricing structures, marketing and information, business plans or dealings, employees or officers, source codes, computer systems, software, financial information and plans, designs, formulae, product lines, prototypes, research activities, services, any document marked "Confidential" or any information which you have been told is "Confidential" (or with similar expression) or which you might reasonably expect the Company would regard as "Confidential", or any information which has been given to the Company in confidence by customers, suppliers or other persons.

19.2 This clause does not apply to information which:

(i) is used or disclosed in the proper performance of your duties under this contract or with the prior written consent of the Company or any Group Company;

(ii) is or comes to be in the public domain (except as a result of a breach of your obligations under subclause 18.1); or

(iii) is ordered to be disclosed by a court of competent jurisdiction or otherwise required to be disclosed by law.

This clause continues to apply after the termination of your employment (whether terminated lawfully or not) without limit of time.

19.3 Each of the restrictions in each paragraph or subclause above will be enforceable independently of each of the others and its validity will not be affected if any of the others is invalid. If any of those restrictions is void but would be valid if some part of the restriction were deleted, the restriction in question will apply with such modification as may be necessary to make it valid.

19.4 Nothing in this contract shall preclude you from making a protected disclosure under the Employment Rights Act 1996.

20  INTELLECTUAL PROPERTY

20.1 For the purposes of this Agreement, the following definitions apply:

(a) IP Rights means (i) copyright, patents, know-how, confidential information, database rights, and rights in trademarks and designs (whether registered or unregistered), (ii) applications for registration, and the right to apply for registration, for any of the same, and (iii) all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world;

(b) IP Materials means all documents, software, photographic or graphic works of any type, and other materials in any medium or format which are created by you or on your behalf in the course of performing your obligations under this agreement and which are protected by or relate to IP Rights.

20.2 During the period for which you work for the Company, your duties will require you to create documents and/or products, which amount to IP Materials and therefore have the benefit of IP Rights, such as copyright and patent. You will record any IP Right created or developed in the course of your employment in writing in accordance with good industry practice in sufficient detail to enable a person of reasonable skill in the relevant field to understand and work the IP Right. You shall disclose forthwith any IP Right created by you (whether or not created or developed on Company premises or in normal working hours) in the course of your employment or in any way affecting or relating to the business of any Company in the Group or capable of being used or adapted for use in or in corn1eclion with it.

20.3  IP Rights are capable of being owned. In most cases, the fact that you have created IP Materials during the course of your employment with the Company will result in the Company automatically owning the IP Rights. In some cases, express contractual provisions are necessary to ensure that the relevant IP Rights are owned by the Company. The following provisions ensure that all IP Rights which arise during your paid period of employment are owned by the Company.

20.4 To the extent that ownership of IP Rights does not vest in the Company by operation of law, you hereby assign to the Company all IP Rights which arise in the course of performing your obligations under this agreement (including all present and future copyright, and copyright revivals and extensions). This assignment will take effect upon the creation of each of the IP Rights.

20.5 You agree to sign all documents and do all other acts which the Company requests (at its expense) to enable the Company to enjoy the full benefit of this clause. This includes joining in any application, which may be made by the Company's sole name for registration of any IP Rights (such as a patent, trademark or registered design).

20.6 You may only use the IP Rights and IP Materials to perform your obligations under this Agreement, and will not disclose any IP Rights or IP Materials to any third party without the express prior written consent of the Company.

20.7 You waive all moral rights in IP Materials to which you would otherwise be entitled under the law of any relevant jurisdiction.

20.8 You will immediately transfer to the company all IP Materials in your possession or under your control when this contract expires or terminates for any reason, or at any time when the Company requests transfer. No copies or other record of any IP Materials may be retained by you except with

the prior written consent of the Company.

 20.9 This clause will survive expire of this contract, or its termination for any reason.

21  AGREEMENT TO MAKE DEDUCTION/WITHHOLD PAYMENT

21.1 At any time during your employment, or on its termination (however arising), the Company will be entitled to deduct from your salary or any other payments due to you in respect of your employment any monies due from you to the Company including without limitation any overpayments, loans or advances made to you by the Company, such as any overpayments in respect of annual leave taken in excess of your entitlement. If at any time you are requested to return to the Company property belonging to it and you fail to do so the Company will, without prejudice to any other remedy, be entitled to withhold any monies due to you from the Company.

22  DATA PROTECTION

22.1 During the course of your employment and as reasonably required thereafter, the Company will collect and process certain individually identifiable information about you ("Personal Data"). The Company may also collect limited amounts of "sensitive" Personal Data, for example, about your racial and ethnic origin, marital status and health or work-related disabilities as necessary to comply with applicable law, to administer or facilitate health, medical or other employee benefits, to

administer sick leaves and other absences, and to protect health and safety in the workplace. The Company may also collect limited amounts of "sensitive" Personal Data about your criminal history and/or record for recruitment and compliance purposes as well as internet websites visited (as part of and for the purpose of monitoring internet usage). The Company may transfer or assign Personal Data and/or sensitive Personal Data to companies in the Group (including countries outside the EU), and to affiliates or third parties that provide products or services to the Company. Along with all other rights granted to you under applicable laws, you are generally entitled to access Personal Data held about you and to have inaccurate data corrected or removed. All collection, use, processing and transfer of Personal Data (including any sensitive Pe1so11al Data) will be governed by the Company Employee Data Protection Policy (the "Data Protection Policy"), a copy of which is on the Intranet. By signing this contract, you consent to the Company processing your Personal Data and sensitive Personal Data in the manner and for the purposes set out above.

23 DISCIPLINARY AND GRIEVANCE PROCEDURES

23.1 The disciplinary rules applicable to your employment and the Company's grievance procedure are available on the Intranet. These rules and procedure do not form part of your contract of employment. If you wish to raise a grievance or appeal against a disciplinary decision or a decision to dismiss you, you should apply to the relevant person or level of management as set out in the applicable policy. The Company reserves the right to impose such disciplinary sanction(s) as it considers appropriate, including the demotion or transfer to another department or job on the terms applicable to that job.

24  EQUAL OPPORTUNITIES POLICY

24.1 The Company operates an Equal Opportunities Policy in all aspects of recruitment and employment regardless of race, colour, nationality, ethnic or national origin, religion or belief, age, sex/gender, sexual orientation, pregnancy, parental status, marital status, disability and trade union membership or activities. The Equal Opportunities Policy does not form part of your contract of employment and the Company reserves the right to amend this from time to time but it is a condition of your contract of employment that you comply with the Company's Equal Opportunities Policy in force from time to time. The Equal Opportunities Policy is available on the Intranet.

25  INTERCEPTION OF COMMUNICATIONS

25.1 You acknowledge that access to the Company's computer and telephone systems is provided for business purposes. In order that the Company may protect its legitimate business interests, you agree that all of your internet use and e-mail and telephone communications on the Company's systems may be monitored and/or recorded by the Company and that any other correspondence in hard copy or electronic form addressed to you or sent by you at/from the Company's premises may be opened and/or read by the Company. You are required to strictly comply with any relevant policy issued by the Company from time to time.

26  COLLECTIVE AGREEMENTS

26.1 There are no collective agreements which affect your terms and conditions of employment.

27  HEALTH AND SAFETY AT WORK

27.1 Employers are obliged by law to prepare and bring to the notice of all their employees a written statement of general policy with respect to the health and safety at work of their employees and the organisation and arrangements for carrying out such policy. A copy of the Company's current Health and Safety Policy and rules has been issued to you. It is a condition of your contract of employment that you comply strictly with this policy and all rules and regulations in respect of health and safety (although these do not form part of your contract of employment and the Company reserves the right to amend these from time to time). You must also co-operate with anyone designated by the Health and Safety officer to carry out activities aimed at securing the objectives of the health and safety legislation.

28  SECURITY

28.1  As part of its general security procedures, the Company reserves the right to carry out searches of your workplace at any time. It also reserves the right to search you and your personal belongings, including without limitation the contents of lockers, bags, briefcases and vehicles. Refusal to co­ operate with the Company's reasonable request to search in the furtherance of general security will be a serious disciplinary offense which could lead to summary dismissal. Searches will only be carried out by authorised personnel.

28.2 In the event of stock/monetary loss, you may be required to participate in the Company's investigations and co-operate where necessary with auditors and other third parties at the direction of the Company.

29  THIRD PARTY RIGHTS

29.1  A person who is not a party to this agreement may not enforce any of its terms under the Contracts (Rights of Third Parties) 1999 except that the benefits conferred on Group Companies may be enforced by those Group Companies and the parties agree that they may amend or vary any or all of the terms of this contract without the consent of any Group Companies.

30  ENTIRE AGREEMENT

30.1 This contract, your offer letter and the Company's Code of Business Ethics and Conduct set out the entire agreement between the parties and shall be in substitution for and shall supersede any prior agreement, arrangement or understanding (whether oral or written) relating to the subject matter of this agreement or your employment by the Company or any Group Company, which shall be deemed to be terminated by mutual consent with immediate effect. All other Company policies are non­ contractual and the Company reserves the right to amend these policies from time to time.

30.2 You acknowledge that you have not entered into this agreement in reliance upon any warranty, representation or undertaking which is not set out in this agreement.

31  IMMIGRATION

31.1  You confirm that you are entitled to work in the UK for the Company and will notify the Company immediately if you cease to be so entitled at any time during your employment or if your immigration status changes. You will provide any documents relating to your immigration status that may be requested by the Company or any Group Company from time to time.

32  VARIATION

32.1 The Company reserves the right to make reasonable changes to these and any other agreed terms and conditions of employment. Minor changes of detail (e.g. in procedures) may be made from time to time. You will normally be given not less than one month's written notice before significant changes are made.

33  GOVERNING LAW

33.1 This agreement is governed by and must be construed in accordance with English law and the parties hereby irrevocably submit to the exclusive jurisdiction of the English courts.

Your signature below will constitute your agreement to the terms set out above, including your consent to the transfer of your Personal Data overseas as set out in clause 21 and Company monitoring as set out in clause 24.

/s/ Jonathan BriggsDate: 30/4/13

Signed for the Company

/s/ Stephen HartmanDate: 30/4/13

Signed by the Employee

EX-31

Exhibit 31

CERTIFICATION

I, Jerre Stead, 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)) 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) Paragraph omitted pursuant to Exchange Act Rule 13a-14(a);

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: July 30, 2020	/s/ Jerre Stead
	Jerre Stead
	Executive Chairman and Chief Executive Officer

CERTIFICATION

I, Richard Hanks, 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)) 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) Paragraph omitted pursuant to Exchange Act Rule 13a-14(a);

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: July 30, 2020	/s/ Richard Hanks
	Richard Hanks
	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, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jerre Stead, Executive Chairman and Chief Executive 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: July 30, 2020	/s/ Jerre Stead
	Jerre Stead
	Executive Chairman and Chief Executive Officer

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, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Richard Hanks, 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: July 30, 2020	/s/ Richard Hanks
	Richard Hanks
	Chief Financial Officer

XML

Cover - shares	6 Months Ended
	Jun. 30, 2020	Jul. 28, 2020
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2020
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	160 Blackfriars Road
Entity Address, Address Line Two	Friars House
Entity Address, City or Town	London
Entity Address, Postal Zip Code	SE1 8EZ
Entity Address, Country	GB
Country Region	44
City Area Code	207
Local Phone Number	4334000
Title of 12(b) Security	Ordinary shares
Trading Symbol	CCC
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		387,366,886
Entity Central Index Key	0001764046
Amendment Flag	false
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q2
Current Fiscal Year End Date	--12-31

XML

Interim Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2020	Dec. 31, 2019
Current assets:
Cash and cash equivalents	$ 608,522	$ 76,130
Restricted cash	2,010	9
Accounts receivable, net of allowance for doubtful accounts of $11,074 and $16,511 at June 30, 2020 and December 31, 2019, respectively	279,160	333,858
Prepaid expenses	51,440	40,710
Other current assets	18,960	11,750
Assets held for sale	0	30,619
Total current assets	960,092	493,076
Computer hardware and other property, net	24,324	18,042
Other intangible assets, net	2,261,549	1,828,640
Goodwill	1,824,258	1,328,045
Other non-current assets	22,178	18,632
Deferred income taxes	17,161	19,488
Operating lease right-of-use assets	100,622	85,448
Total Assets	5,210,184	3,791,371
Current liabilities:
Accounts payable	22,068	26,458
Accrued expenses and other current liabilities	228,474	159,217
Current portion of deferred revenues	424,187	407,325
Current portion of operating lease liabilities	24,067	22,130
Current portion of long-term debt	12,600	9,000
Liabilities held for sale	0	26,868
Total current liabilities	711,396	650,998
Long-term debt	1,913,214	1,628,611
Non-current portion of deferred revenues	19,116	19,723
Other non-current liabilities	16,959	18,891
Deferred income taxes	86,247	48,547
Operating lease liabilities	80,663	64,189
Total liabilities	2,827,595	2,430,959
Commitments and contingencies
Shareholders’ equity:
Ordinary Shares, no par value; unlimited shares authorized at June 30, 2020 and December 31, 2019; 387,335,119 and 306,874,115 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively;	3,326,267	2,208,529
Accumulated other comprehensive loss	(15,629)	(4,879)
Accumulated deficit	(928,049)	(843,238)
Total shareholders’ equity	2,382,589	1,360,412
Total Liabilities and Shareholders’ equity	$ 5,210,184	$ 3,791,371

XML

Interim Condensed Consolidated Balance Sheets (Unaudited) Interim Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2019
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 11,074	$ 15,072	$ 16,511
Capital stock, par value (in dollar per share)	$ 0.00		$ 0
Capital stock issued (in shares)	387,335,119		306,874,115
Capital stock outstanding (in shares)	387,335,119		306,874,115

XML

Interim Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Income Statement [Abstract]
Revenues, net	$ 273,500	$ 242,309	$ 514,092	$ 476,334
Operating costs and expenses:
Cost of revenues, excluding depreciation and amortization	(90,859)	(87,629)	(173,258)	(176,896)
Selling, general and administrative costs, excluding depreciation and amortization	(88,482)	(92,453)	(175,430)	(184,749)
Share-based compensation expense	(6,856)	(33,932)	(24,325)	(37,108)
Depreciation	(2,904)	(2,131)	(5,233)	(4,182)
Amortization	(53,241)	(40,932)	(102,353)	(97,038)
Transaction expenses	(8,527)	(23,158)	(35,216)	(33,428)
Transition, integration and other related expenses	(1,320)	(5,262)	(3,552)	(6,423)
Restructuring and impairment	(15,846)	0	(23,600)	0
Other operating income, net	8,781	6,607	14,813	990
Total operating expenses	(259,254)	(278,890)	(528,154)	(538,834)
Income (loss) from operations	14,246	(36,581)	(14,062)	(62,500)
Interest expense, net	(21,122)	(37,468)	(52,062)	(70,569)
Loss before income tax	(6,876)	(74,049)	(66,124)	(133,069)
Benefit (provision) for income taxes	5,385	(3,712)	(9,368)	(3,952)
Net loss	$ (1,491)	$ (77,761)	$ (75,492)	$ (137,021)
Per Share
Basic and diluted (usd per share)	$ (0.00)	$ (0.29)	$ (0.21)	$ (0.57)
Weighted-average shares outstanding
Basic and diluted (in shares)	375,877,260	264,762,720	359,503,556	241,275,061

XML

Interim Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Statement of Comprehensive Income [Abstract]
Net loss	$ (1,491)	$ (77,761)	$ (75,492)	$ (137,021)
Other comprehensive loss, net of tax:
Interest rate swaps	(254)	(3,845)	(3,144)	(5,791)
Actuarial gain (loss)	25	(8)	(42)	(8)
Foreign currency translation adjustments	(2,051)	(8)	(7,564)	(1,832)
Total other comprehensive loss, net of tax	(2,280)	(3,861)	(10,750)	(7,631)
Comprehensive loss	$ (3,771)	$ (81,622)	$ (86,242)	$ (144,652)

XML

Interim Condensed Consolidated Statement of Changes In Equity (Unaudited) - USD ($) $ in Thousands	Total	Ordinary Shares	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit	Previously Reported	Previously Reported Ordinary Shares	Previously Reported Accumulated Other Comprehensive Income (Loss)	Previously Reported Accumulated Deficit	Revision of Prior Period, Accounting Standards Update, Adjustment	Revision of Prior Period, Accounting Standards Update, Adjustment Accumulated Deficit
Balance at beginning of the period (in shares) at Dec. 31, 2018		217,526,425				1,646,223
Balance at beginning of the period at Dec. 31, 2018	$ 1,050,607	$ 1,677,510	$ 5,358	$ (632,261)	$ 1,050,607	$ 1,677,510	$ 5,358	$ (632,261)
Increase (Decrease) in Shareholders' Equity
Issuance of ordinary shares, net (in shares)		2
Share-based award activity	3,176	$ 3,176
Net loss	(59,260)			(59,260)
Comprehensive loss	(3,770)		(3,770)
Balance at end of the period (in shares) at Mar. 31, 2019		217,526,427
Balance at end of the period at Mar. 31, 2019	990,753	$ 1,680,686	1,588	(691,521)
Balance at beginning of the period (in shares) at Dec. 31, 2018		217,526,425				1,646,223
Balance at beginning of the period at Dec. 31, 2018	1,050,607	$ 1,677,510	5,358	(632,261)	$ 1,050,607	$ 1,677,510	$ 5,358	$ (632,261)
Increase (Decrease) in Shareholders' Equity
Net loss	(137,021)
Comprehensive loss	(7,631)
Balance at end of the period (in shares) at Jun. 30, 2019		305,268,497
Balance at end of the period at Jun. 30, 2019	1,356,654	$ 2,128,209	(2,273)	(769,282)
Balance at beginning of the period (in shares) at Mar. 31, 2019		217,526,427
Balance at beginning of the period at Mar. 31, 2019	990,753	$ 1,680,686	1,588	(691,521)
Increase (Decrease) in Shareholders' Equity
Tax Receivable Agreement	(264,600)
Issuance of ordinary shares, net (in shares)		7,929
Issuance of ordinary shares, net	137	$ 137
Merger capitalization (in shares)		87,749,999
Merger recapitalization	678,054	$ 678,054
Share-based award activity	33,932	$ 33,932
Net loss	(77,761)			(77,761)
Comprehensive loss	(3,861)		(3,861)
Balance at end of the period (in shares) at Jun. 30, 2019		305,268,497
Balance at end of the period at Jun. 30, 2019	1,356,654	$ 2,128,209	(2,273)	(769,282)
Balance at beginning of the period (in shares) at Dec. 31, 2019		306,874,115
Balance at beginning of the period at Dec. 31, 2019	1,360,412	$ 2,208,529	(4,879)	(843,238)					$ (9,319)	$ (9,319)
Increase (Decrease) in Shareholders' Equity
Issuance of ordinary shares, net (in shares)		27,600,000
Issuance of ordinary shares, net	539,714	$ 539,714
Exercise of public warrants (in shares)		28,880,098
Exercise of public warrants	277,526	$ 277,526
Exercise of stock options (in shares)		3,715,455
Exercise of stock options	1,182	$ 1,182
Vesting of restricted stock units (in shares)		169,842
Shares returned to the Company for net share settlements (in shares)		(2,301,458)
Shares returned to the Company for net share settlements	(10,302)	$ (10,302)
Share-based award activity	16,384	$ 16,384
Net loss	(74,001)			(74,001)
Comprehensive loss	(8,470)		(8,470)
Balance at end of the period (in shares) at Mar. 31, 2020		364,938,052
Balance at end of the period at Mar. 31, 2020	2,093,126	$ 3,033,033	(13,349)	(926,558)
Balance at beginning of the period (in shares) at Dec. 31, 2019		306,874,115
Balance at beginning of the period at Dec. 31, 2019	1,360,412	$ 2,208,529	(4,879)	(843,238)					$ (9,319)	$ (9,319)
Increase (Decrease) in Shareholders' Equity
Net loss	(75,492)
Comprehensive loss	(10,750)
Balance at end of the period (in shares) at Jun. 30, 2020		387,335,119
Balance at end of the period at Jun. 30, 2020	2,382,589	$ 3,326,267	(15,629)	(928,049)
Balance at beginning of the period (in shares) at Mar. 31, 2020		364,938,052
Balance at beginning of the period at Mar. 31, 2020	2,093,126	$ 3,033,033	(13,349)	(926,558)
Increase (Decrease) in Shareholders' Equity
Issuance of ordinary shares, net (in shares)		20,982,500
Issuance of ordinary shares, net	304,030	$ 304,030
Exercise of stock options (in shares)		3,723,332
Vesting of restricted stock units (in shares)		2,528
Shares returned to the Company for net share settlements (in shares)		(2,311,293)
Shares returned to the Company for net share settlements	(15,118)	$ (15,118)
Share-based award activity	4,322	$ 4,322
Net loss	(1,491)			(1,491)
Comprehensive loss	(2,280)		(2,280)
Balance at end of the period (in shares) at Jun. 30, 2020		387,335,119
Balance at end of the period at Jun. 30, 2020	$ 2,382,589	$ 3,326,267	$ (15,629)	$ (928,049)

XML

Interim Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (75,492)	$ (137,021)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	107,586	101,220
Allowance for doubtful accounts and credit losses	787	2,478
Gain on sale of line of business	(395)	0
Deferred income tax benefit	(6,641)	(4,603)
Share-based compensation	20,824	37,108
Restructuring and impairment	4,771	0
Deferred finance charges	2,072	13,144
Other operating activities	(8,568)	(1,492)
Changes in operating assets and liabilities:
Accounts receivable	93,036	57,607
Prepaid expenses	(6,693)	(7,125)
Other assets	58,218	3,919
Accounts payable	(5,851)	(8,018)
Accrued expenses and other current liabilities	(15,379)	(28,827)
Deferred revenue	(6,073)	19,404
Operating lease right of use assets	4,698	6,297
Operating lease liabilities	(5,439)	(6,434)
Other liabilities	(53,899)	(4,770)
Net cash provided by operating activities	107,562	42,887
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(52,651)	(24,871)
Acquisition, net of cash acquired	(885,323)	0
Proceeds from sale of product line, net of restricted cash	3,751	0
Acquisition of intangible assets	(5,982)	0
Net cash used in investing activities	(940,205)	(24,871)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of principal on long-term debt	(6,300)	(637,672)
Repayment of revolving credit facility	(65,000)	(50,000)
Proceeds of revolving credit facility	0	5,000
Proceeds from reverse recapitalization	0	682,087
Contingent purchase price payment	(4,115)	0
Payment of debt issuance costs	(5,267)	0
Proceeds from issuance of debt	360,000	0
Proceeds from issuance of ordinary shares	843,766	0
Proceeds from warrant exercises	277,526	0
Proceeds from stock options exercised	1,182	137
Payments related to tax withholding for stock-based compensation	(25,538)	0
Net cash provided by (used in) financing activities	1,376,254	(448)
Effect of exchange rate changes on cash and cash equivalents, and restricted cash	(9,218)	(80)
Net increase in cash and cash equivalents, and restricted cash	534,393	17,488
Cash Reconciliation [Roll Forward]
Cash and cash equivalents	76,130	25,575
Restricted cash	9	9
Total cash and cash equivalents, and restricted cash, beginning of period	76,139	25,584
Cash and cash equivalents, and restricted cash, end of period	610,532	43,072
Supplemental Cash Flow Information
Cash paid for interest	42,187	57,551
Cash paid for income tax	8,028	14,573
Capital expenditures included in accounts payable	1,819	7,697
Tax receivable agreement included in liabilities	0	264,600
Assets received as reverse recapitalization capital	0	1,877
Liabilities assumed as reduction of reverse recapitalization capital	$ 0	$ 5,910

XML

Background and Nature of Operations

6 Months Ended

Jun. 30, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Background and Nature of Operations

Background and Nature of Operations

Clarivate Plc (“Clarivate,” “us,” “we,” “our,” or the “Company”), a public limited company organized under the laws of Jersey, Channel Islands. We were initially registered on January 7, 2019, and at our 2020 annual general meeting, our shareholders approved a change of our corporate name from “Clarivate Analytics Plc” to “Clarivate Plc”. Pursuant to the definitive agreement entered into to effect a merger between Camelot Holdings (Jersey) Limited ("Jersey") and Churchill Capital Corp, a Delaware corporation, ("Churchill") (the “2019 Transaction”), the Company was formed for the purposes of completing the 2019 Transaction and related transitions and carrying on the business of Jersey, and its subsidiaries.

The Company is a provider of proprietary and comprehensive content, analytics, professional services and workflow solutions that enables users across government and academic institutions, life science companies and research and development (“R&D”) intensive corporations to discover, protect and commercialize their innovations. Our Science Product Group consists of our Web of Science and Life Science Product Lines. Both Product Lines provide curated, high-value, structured information that is delivered and embedded into the workflows of our customers, which include research intensive corporations, life science organizations and universities world-wide. Our Intellectual Property ("IP") Product Group consists of our Derwent, CompuMark and MarkMonitor Product Lines. These Product Lines help manage customer’s end-to-end portfolios of intellectual property from patents to trademarks to corporate website domains.

In January 2019, we entered into an Agreement and Plan of Merger (as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated February 26, 2019, and Amendment No. 2 to the Agreement and Plan of Merger, dated March 29, 2019, collectively, the “Merger Agreement”) by and among Churchill, Jersey, CCC Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Clarivate (“Delaware Merger Sub”), Camelot Merger Sub (Jersey) Limited, a private limited company organized under the laws of Jersey, Channel Islands and wholly owned subsidiary of Clarivate (“Jersey Merger Sub”), and the Company, which, among other things, provided for (i) Jersey Merger Sub to be merged with and into Jersey with Jersey being the surviving company in the merger (the “Jersey Merger”) and (ii) Delaware Merger Sub to be merged with and into Churchill with Churchill being the surviving corporation in the merger (the “Delaware Merger”), and together with the Jersey Merger, the “Mergers”.

On May 13, 2019, the 2019 Transaction was consummated, and Clarivate became the sole managing member of Jersey, operating and controlling all of the business and affairs of Jersey, through Jersey and its subsidiaries. Following the consummation of the 2019 Transaction on May 13, 2019, the Company’s ordinary shares and warrants began trading on the New York Stock Exchange.

The 2019 Transaction was accounted for as a reverse recapitalization in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). Under this method of accounting Churchill was treated as the "acquired" company for financial reporting purposes. This determination was primarily based on post 2019 Transaction relative voting rights, composition of the governing board, size of the two entities pre-merger, and intent of the 2019 Transaction. Accordingly, for accounting purposes, the 2019 Transaction was treated as the equivalent of the Company issuing stock for the net assets of Churchill. The net assets of Churchill, were stated at historical cost, with no goodwill or other intangible assets resulting from the 2019 Transaction. Reported amounts from operations included herein prior to the 2019 Transaction are those of Jersey.

In February 2020, the Company consummated a public offering of 27,600,000 ordinary shares at $20.25 per share. After this offering, Onex Corporation and Baring Private Equity Asia Limited ("BPEA") continued to beneficially own approximately 38.3% of the Company’s ordinary shares, down from approximately 70.8% of the ordinary shares beneficially owned by Onex and BPEA immediately after the closing of our merger with Churchill Capital Corp in 2019.

In June 2020, the Company consummated a public offering of 50,400,000 of our ordinary shares at a share price of $22.50 per share. Of the 50,400,000 ordinary shares, 14,000,000 were ordinary shares offered by Clarivate and 36,400,000 were ordinary shares offered by selling shareholders. The Company received approximately $304,030 in net proceeds from the sale of its ordinary shares, after deducting underwriting discounts and estimated offering expenses payable. We intend to use the net proceeds of the offering received by us for general corporate purposes.

The Company did not receive any proceeds from the sale of ordinary shares by the selling shareholders. After the offering, Onex and Baring continued to own approximately 18.4% and 7.2%, respectively, of the Company's ordinary shares, down from 38.3% owned subsequent to the February 2020 offering.

Risks and Uncertainties

In March 2020, the World Health Organization characterized COVID-19 as a pandemic. The rapid spread of COVID-19 and the continuously evolving responses to combat it have had an increasingly negative impact on the global economy. In view of the rapidly changing business environment, market volatility and heightened degree of uncertainty resulting from COVID-19, we are currently unable to fully determine its future impact on our business. However, we continue to assess the potential effect on our financial position, results of operations, and cash flows. If the global pandemic continues to evolve into a prolonged crisis, the effects could have an adverse impact on the Company's results of operations, financial condition and cash flows.

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Basis of Presentation

6 Months Ended

Jun. 30, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying unaudited Interim Condensed Consolidated Financial Statements were prepared in conformity with U.S. GAAP. The Interim Condensed Consolidated Financial Statements do not include all of the information or notes necessary for a complete presentation in accordance with U.S. GAAP. Accordingly, these Interim Condensed Consolidated Financial Statements should be read in conjunction with the Company’s annual financial statements as of and for the year ended December 31, 2019. The results of operations for the three and six months ended June 30, 2020 and 2019 are not necessarily indicative of the operating results for the full year.

In the opinion of management, the interim financial data includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the results for the interim periods presented. The Interim Condensed Consolidated Financial Statements of the Company include the accounts of all of its subsidiaries. Subsidiaries are entities over which the Company has control, where control is defined as the power to govern financial and operating policies. Generally, the Company has a shareholding of more than 50% of the voting rights in its subsidiaries. The effect of potential voting rights that are currently exercisable are considered when assessing whether control exists. Subsidiaries are fully consolidated from the date control is transferred to the Company, and are de-consolidated from the date control ceases. Intercompany accounts and transactions have been eliminated in consolidation. The U.S. dollar is the Company's reporting currency. As such, the financial statements are reported on a U.S. dollar basis.

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Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2020

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Summary of 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 “Item 8. – Financial Statements and Supplementary Data – Notes to the Consolidated Financial Statements – Note 3” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which was filed with the SEC on March 2, 2020 (the "Annual Report"), except as noted below.

Accounts Receivable

Through the adoption of ASU 2016-13 and the related standards, the Company revised the policy regarding the recognition of expected credit losses and for our accounts receivables portfolio as follows.

Accounts receivable are recorded at the amount invoiced to customers and do not bear interest. The Company estimates credit losses for trade receivables by aggregating similar customer types together, because they tend to share similar credit risk characteristics, taking into consideration the number of days the receivable is past due. Provision rates for the allowance for doubtful accounts are based upon the historical loss method by evaluating factors such as the length of time receivables that are past due and historical collection experience. Additionally, provision rates are based upon current and future economic and competitive environment factors that could impact the collectability of the receivable. Trade and other receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include past due status greater than 360 days or bankruptcy of the debtor.

Newly Adopted Accounting Standards

FASB issued new guidance, ASU 2016-13 and various other related issuances, related to measurement of credit losses on financial instruments which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. This new guidance replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. The Company has determined that the impact of this new accounting guidance will primarily affect our trade receivables. The Company prospectively adopted the standard on January 1, 2020. The adoption of this standard had an impact of $9,319 on the beginning Accumulated deficit balance in the Interim Condensed Consolidated Balance Sheet as of January 1, 2020.

In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, which provides targeted improvements or clarification and correction to the ASU 2016-01 Financial Instruments Overall, ASU 2016-13 Financial Instruments Credit Losses, and ASU 2017-12 Derivatives and Hedging accounting standards updates that were previously issued. The guidance is effective upon adoption of the related standards. The company prospectively adopted the standard on January 1, 2020. This standard did not have a material impact on the Company’s Interim Condensed Consolidated Financial Statements.

In August 2018, the FASB issued guidance, ASU 2018-15, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by the amendments in this update. The Company prospectively adopted the standard on January 1, 2020. The adoption of this standard did not have a material impact on the Company’s Interim Condensed Consolidated Financial Statements. All future capitalized implementation costs incurred related to these hosting arrangements will be recorded as a prepaid asset and as a charge to operating expenses over the expected life of the contract.

Recently Issued Accounting Standards

Except as noted below, there have been no material changes from the recently issued accounting standards previously disclosed in the Annual Report. Please refer to “Item 8. – Financial Statements and Supplementary Data – Notes to the Consolidated Financial Statements – Note 3” section of the Annual Report on Form 10-K for a discussion of the recently issued accounting standards that relate to the Company.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform, which provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The guidance is effective for all entities during the period March 12, 2020 through December 31, 2022. The Company is currently in the process of evaluating the potential impact of the adoption of this standard on its Interim Condensed Consolidated Financial Statements.

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Business Combinations

6 Months Ended

Jun. 30, 2020

Business Combinations [Abstract]

Business Combinations

Business Combinations

On May 13, 2019, the Company completed the 2019 Transaction. Jersey began operations in 2016 as a provider of proprietary and comprehensive content, analytics, professional services and workflow solutions that enables users across government and academic institutions, life science companies and R&D intensive corporations to discover, protect and commercialize their innovations. Churchill was a special purpose acquisition company whose business was to effect a merger, capital stock exchange, asset acquisition, stock purchase reorganization or similar business combination. The shares and earnings per share available to holders of the Company’s ordinary shares, prior to the 2019 Transaction, have been recasted as shares reflecting the exchange ratio established in the 2019 Transaction (1.0 Jersey share to 132.13667 Clarivate shares).

Pursuant to the Merger Agreement, the aggregate stock consideration issued by the Company in the 2019 Transaction was $3,052,500, consisting of 305,250,000 newly issued ordinary shares of the Company valued at $10.00 per share, subject to certain adjustments described below. Of the $3,052,500, the shareholders of Jersey prior to the closing of the 2019 Transaction (the “Company Owners”) received $2,175,000 in the form of 217,500,000 newly issued ordinary shares of the Company. In addition, of the $3,052,500, Churchill public shareholders received $690,000 in the form of 68,999,999 newly issued ordinary shares of the Company. In addition, Churchill Sponsor LLC (the “sponsor”) received $187,500 in the form of 17,250,000 ordinary shares of the Company issued to the

sponsor, and 1,500,000 additional ordinary shares of the Company were issued to certain investors. See Note 15 — "Shareholders' Equity" for further information.

Upon consummation of the 2019 Transaction, each outstanding share of common stock of Churchill was converted into one ordinary share of the Company. At the closing of the 2019 Transaction, the Company Owners held approximately 74% of the issued and outstanding ordinary shares of the Company and stockholders of Churchill held approximately 26% of the issued and outstanding shares of the Company excluding the impact of (i) 52,800,000 warrants, (ii) approximately 24,806,793 compensatory options issued to the Company's management (based on number of options to purchase Jersey ordinary shares outstanding immediately prior to the 2019 Transaction, after giving effect to the exchange ratio described above) and (iii) 10,600,000 ordinary shares of Clarivate owned of record by the sponsor and available for distribution to certain individuals following the applicable lock-up and vesting restrictions.

Acquisition of Decision Resources Group

On February 28, 2020, we acquired 100% of the assets, liabilities and equity interests of Decision Resources Group ("DRG"), a premier provider of high-value data, analytics and insights products and services to the healthcare industry, from Piramal Enterprises Limited ("PEL"), which is a part of global business conglomerate Piramal Group. The acquisition helps us expand our core businesses and provides us with the potential to grow in the Life Sciences Product Line.

The aggregate consideration paid in connection with the closing of the DRG acquisition was $964,997, comprised of $900,000 of base cash plus $6,100 of adjusted closing cash paid on the closing date and up to 2,895,638 of the Company's ordinary shares to be issued to PEL following the one-year anniversary of closing. The contingent stock consideration was valued at $58,897 on the closing date and will be revalued at each period end. For the three and six months ended June 30, 2020, the fair value of the contingent stock consideration increased by $4,575 and $5,763, respectively, which was recorded to Transaction expenses in the Interim Condensed Consolidated Statement of Operations. The corresponding liability increased to $64,660 as of June 30, 2020 which was recorded to Accrued expenses and other current liabilities in the Interim Condensed Consolidated Balance Sheet. See Note 19 — "Commitments and Contingencies” for more information. The DRG acquisition was accounted for using the acquisition method of accounting. The excess of the purchase price over the net tangible and intangible assets is recorded to Goodwill and primarily reflects the assembled workforce and expected synergies. Goodwill is not deductible for tax purposes. Total transaction costs incurred in connection with the acquisition of DRG were $5,702 and $25,465 for the three and six months ended June 30, 2020, respectively.

The amount of Revenues, net and Net loss resulting from the acquisition that are attributable to the Company's stockholders and included in the Condensed Consolidated Statements of Operations and Comprehensive Loss were as follows:

	Three months ended June 30, 2020
Revenues, net (1)	$	46,663
Net loss attributable to the Company's stockholders	(8,911)
(1) Includes $3,271 of a deferred revenue haircut recognized during the three months ended June 30, 2020.
	Six months ended June 30, 2020
Revenues, net (1)	$	63,707
Net loss attributable to the Company's stockholders	(9,518)
(1) Includes $4,805 of a deferred revenue haircut recognized during the six months ended June 30, 2020.

The purchase price allocation for this acquisition as of the close date of February 28, 2020 is preliminary and may change upon completion of the determination of the fair value of assets acquired and liabilities assumed. The following table summarizes the preliminary purchase price allocation for this acquisition:

	Total
Accounts receivable	$	52,193
Prepaid expenses	4,295
Other current assets	68,001
Computer hardware and other property	4,302
Other intangible assets(1)	491,366
Other non-current assets	2,960
Operating lease right-of-use assets	25,099
Total assets	$	648,216
Accounts payable	3,474
Accrued expenses and other current liabilities	35,812
Current portion of deferred revenue	35,126
Current portion of operating lease liabilities	5,188
Deferred income taxes	47,467
Non-current portion of deferred revenue	628
Other non-current liabilities	52,908
Operating lease liabilities	20,341
Total liabilities	200,944
Fair value of acquired identifiable assets and liabilities	$	447,272
(1)Includes $3,966 of internally developed software in progress acquired.
Purchase price, net of cash(2)	944,220
Less: Fair value of acquired identifiable assets and liabilities	447,272
Goodwill	$	496,948
(2)The Company acquired cash of $20,777.

The identifiable intangible assets acquired are amortized on a straight-line basis over their estimated useful lives. The following table summarizes the estimated fair value of DRG’s identifiable intangible assets acquired and their remaining weighted-average amortization period (in years):

	Fair Value as of February 28, 2020		Remaining Weighted - Average Amortization Period (in years)
Customer Relationships	$	381,000	17.6
Database and Content	50,200		4.7
Trade names	5,200		4.0
Purchased Software	23,000		6.4
Backlog	28,000		4.0
Total identifiable intangible assets	$	487,400

During the three and six months ended June 30, 2020, there were additional purchase accounting adjustments of $2,100 related to a reduction in the valuation of assumed lease liabilities and a corresponding reduction in goodwill.

Unaudited pro forma information for the Company for the periods presented as if the acquisition had occurred January 1, 2019 is as follows:

	Three Months Ended June 30,
	2020		2019
Pro forma revenues, net	$	276,771	$	286,137
Pro forma net income (loss) attributable to the Company's stockholders	1,925		(91,455)
	Six Months Ended June 30,
	2020		2019
Pro forma revenues, net	$	542,112	$	553,937
Pro forma net loss attributable to the Company's stockholders	(62,512)		(191,956)

The unaudited pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative of results of operations that would have been achieved had the acquisition taken place on the date indicated, or the future consolidated results of operations of the Company. The pro forma financial information presented above has been derived from the historical condensed consolidated financial statements of the Company and from the historical accounting records of DRG.

The unaudited pro forma results include certain pro forma adjustments to revenue and net loss that were directly attributable to the acquisition, assuming the acquisition had occurred on January 1, 2019, including the following: (i) additional amortization expense that would have been recognized relating to the acquired intangible assets, (ii) adjustments to interest expense to reflect the removal of DRG debt and the additional Company borrowings in conjunction with the acquisition, (iii) acquisition-related transaction costs and other one-time non-recurring costs which reduced expenses by $1,261 and $26,187 for the three and six months ended June 30, 2020 and increased expenses by $1,261 and $26,626 for the three and six months ended June 30, 2019.

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Divested Operations Divested Operations

6 Months Ended

Jun. 30, 2020

Discontinued Operations and Disposal Groups [Abstract]

Divested Operations

Divested Operations

On November 3, 2019, the Company entered into an agreement with OpSec Security for the sale of certain assets and liabilities of its MarkMonitor Product Line within its IP Group. The divestiture closed on January 1, 2020 for a total purchase price of $3,751. An impairment charge of $18,431 was recognized in the Statement of Operations during the fourth quarter 2019 to write down the Assets and Liabilities of the disposal group to fair value. Of the total impairment charge, $17,967 related to the write down of intangible assets and $468 to the write down of goodwill. There was an immaterial loss on the divestiture recorded to Other operating income, net during the six months ended June 30, 2020. The Company used the proceeds for general business purposes.

The divestiture does not represent a strategic shift and did not have a major effect on the Company’s operations or financial results, as defined by ASC 205-20, Discontinued Operations; as a result, the divestitures did not meet the criteria to be classified as discontinued operations.

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Accounts Receivable

6 Months Ended

Jun. 30, 2020

Receivables [Abstract]

Accounts Receivable

Accounts Receivable

Our accounts receivable balance consists of the following as of June 30, 2020 and December 31, 2019:

	June 30,		December 31,
	2020		2019
Accounts receivable	$	290,234	$	350,369
Less: Accounts receivable allowance	(11,074)		(16,511)
Accounts receivable, net	$	279,160	$	333,858

The Company estimates credit losses for trade receivables by aggregating similar customer types together, because they tend to share similar credit risk characteristics, taking into consideration the number of days the receivable is past due. Provision rates for the allowance for doubtful accounts are based upon the historical loss method by

evaluating factors such as the length of time receivables that are past due and historical collection experience. Additionally, provision rates are based upon current and future economic and competitive environment factors that could impact the collectability of the receivable. Trade and other receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include past due status greater than 360 days or bankruptcy of the debtor. The activity in our accounts receivable allowance consists of the following:

Balance as of March 31, 2020	$	15,072
Write-offs	(4,896)
Additional provisions	787
Exchange differences	111
Balance as of June 30, 2020	$	11,074
Balance as of December 31, 2019	$	16,511
Opening balance sheet adjustment related to ASU 2016 -13 adoption	10,097
Write-offs	(15,939)
Additional provisions	787
Exchange differences	(382)
Balance as of June 30, 2020	$	11,074

The potential for credit losses is mitigated because customer creditworthiness is evaluated before credit is extended.

The Company recorded write-offs against the reserve of $4,896, $15,939, and $2,321 for the three and six months ended June 30, 2020, and the year ended 2019, respectively.

We are monitoring the impacts from the COVID-19 pandemic on our customers and various counterparties. During the three and six months ended  June 30, 2020, the Company’s allowance for doubtful accounts and credit losses considered additional risk related to the pandemic. However, this risk to-date was not material.

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Leases	6 Months Ended
	Jun. 30, 2020
Leases [Abstract]
Leases	LeasesIn the three months ended June 30, 2020, the Company entered into an agreement to sublease an operating lease right of use asset. The Company recognized $709 and $709 of sublease income in the three and six months ended June 30, 2020, respectively, within Other operating income, net.The Company evaluates long-lived assets for indicators of impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company considers a triggering event to have occurred upon exiting a facility if the expected undiscounted cash flows for the sublease period are less than the carrying value of the assets group. An impairment charge is recorded in the excess of each operating lease right-of-use asset's carrying amount over its estimated fair value. As a result, the Company recorded a $4,771 non-cash impairment charge to the Restructuring and impairment line item in the Interim Condensed Consolidated Statement of Operations based on the estimate of future recoverable cash flows. As part of the impairment charge, the carrying value of the Operating lease right of use asset was reduced by $4,771. Please refer to Note 21 for further details.

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Computer Hardware and Other Property, Net

6 Months Ended

Jun. 30, 2020

Property, Plant and Equipment [Abstract]

Computer Hardware and Other Property, Net

Computer Hardware and Other Property, net

Computer hardware and other property, net consisted of the following:

	June 30, 2020		December 31, 2019
Computer hardware	$	27,928	$	24,620
Leasehold improvements	16,889		12,496
Furniture, fixtures and equipment	7,422		4,412
Total computer hardware and other property	52,239		41,528
Accumulated depreciation	(27,915)		(23,486)
Total computer hardware and other property, net	$	24,324	$	18,042

Depreciation expense amounted to $2,904 and $2,131 for the three months ended June 30, 2020 and 2019, respectively, and $5,233 and $4,182 for the six months ended June 30, 2020 and 2019, respectively.

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Other Intangible Assets, net and Goodwill

6 Months Ended

Jun. 30, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Other Intangible Assets, net and Goodwill

Other Intangible Assets, net and Goodwill

Other Intangible Assets, net

The following tables summarize the gross carrying amounts and accumulated amortization of the Company’s identifiable intangible assets by major class:

	June 30, 2020						December 31, 2019
	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net
Finite-lived intangible assets
Customer relationships	$	657,935	$	(190,765)	$	467,170	$	280,493	$	(180,571)	$	99,922
Databases and content	1,811,209		(399,675)		1,411,534		1,755,323		(342,385)		1,412,938
Computer software	346,122		(164,996)		181,126		285,701		(135,919)		149,782
Trade names	6,770		(492)		6,278		1,570		—		1,570
Backlog	33,432		(2,457)		30,975		—		—		—
Finite-lived intangible assets	2,855,468		(758,385)		2,097,083		2,323,087		(658,875)		1,664,212
Indefinite-lived intangible assets
Trade names	164,466		—		164,466		164,428		—		164,428
Total intangible assets	$	3,019,934	$	(758,385)	$	2,261,549	$	2,487,515	$	(658,875)	$	1,828,640

Amortization expense amounted to $53,241 and $40,932 for the three months ended June 30, 2020, and 2019, respectively, and $102,353 and $97,038 for the six months ended June 30, 2020 and 2019, respectively.

In June 2020, the Company acquired the assets of CustomersFirst Now for a purchase price of $6,446, which was accounted for as an asset acquisition. As a result, the Company's identifiable intangible assets increased by $6,446, which consisted of $5,446 of databases and content and $1,000 of computer software. The databases and process methodology and the computer software have a remaining weighted average amortization period of 5.0 years and 3.0 years, respectively. The total remaining weighted average amortization period is 4.7 years.

Goodwill

The following table summarizes changes in the carrying amount of goodwill for the six months ended June 30, 2020: 

Balance as of December 31, 2019	$	1,328,045
Acquisitions	496,948
Changes due to foreign currency fluctuations	(735)
Balance as of June 30, 2020	$	1,824,258

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Derivative Instruments

6 Months Ended

Jun. 30, 2020

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments

Derivative Instruments

Effective March 31, 2017, the Company entered into interest rate swap arrangements with counterparties to reduce its exposure to variability in cash flows relating to interest payments on $300,000 of its outstanding Term Loan arrangements. Additionally, effective February 28, 2018, the Company entered into another interest rate swap relating to interest payments on $50,000 of its outstanding Term Loan arrangements. These hedging instruments mature on March 31, 2021. The Company applies hedge accounting by designating the interest rate swaps as a hedge on applicable future quarterly interest payments.

In April 2019, the Company entered into interest rate swap arrangements with counterparties to reduce its exposure to variability in cash flows relating to interest payments on $50,000 of its term loans, effective April 30, 2021. Additionally, in May 2019, the Company entered into additional interest rate swap arrangements with counterparties to reduce its exposure to variability in cash flows relating to interest payments on $100,000 of its term loan, effective March 2021. Both of these derivatives have notional amounts that amortize downward, and both have a maturity of September 2023. The Company will apply hedge accounting by designating the interest rate swaps as a hedge in applicable future quarterly interest payments. Changes in the fair value are recorded in Accumulated other comprehensive loss ("AOCI") and the amounts reclassified out of AOCI are recorded to Interest expense, net. The fair value of the interest rate swaps is recorded in Other non-current assets or liabilities according to the duration of related cash flows. The total fair value of the interest rate swaps was a liability of $8,182 as of June 30, 2020 and a liability of $2,778 as of December 31, 2019.

In March 2020, the Company amended all of its interest rate derivatives to reduce the 1% LIBOR floor to a 0% LIBOR floor. For the current derivatives, all other terms and conditions remain unchanged. For the six months ended June 30, 2020, the Company collected $1,737 for the amendments of these derivatives. For the two forward starting swaps, an adjustment was made to reduce the weighted average fixed rate from 2.183% at December 31, 2019 to 1.695% at the amendment date.

For the three months ended March 31, 2020, the Company had a period of ineffectiveness related to the cash flow hedges. The ineffectiveness was due to a drop in LIBOR rates below the LIBOR floor defined per the credit facilities, which were amended on March 31, 2020 resulting in a highly effective hedge. As a result of the ineffectiveness, the Company recognized a loss of $0 and $979 for the three and six months ended June 30, 2020, respectively, which was recorded to Interest expense, net on the Statement of Operations. As of June 30, 2020, there was no hedge ineffectiveness associated with the Company’s interest rate swaps.

See Note 11 — "Fair Value Measurements" for additional information on derivative instruments.

The following table summarizes the changes in AOCI (net of tax) related to cash flow hedges for the three and six months ended June 30, 2020:

AOCI balance at December 31, 2019	$	(2,778)
Derivative losses recognized in Other comprehensive loss	(3,160)
Amount reclassified out of Other comprehensive loss to Net loss	270
AOCI balance at March 31, 2020	$	(5,668)
Derivative losses recognized in Other comprehensive loss	$	(1,109)
Amount reclassified out of Other comprehensive loss to Net loss	855
AOCI Balance at June 30, 2020	$	(5,922)

The following table summarizes the changes in AOCI (net of tax) related to cash flow hedges for the three and six months ended June 30, 2019:

AOCI balance at December 31, 2018	$	3,644
Derivative losses recognized in Other comprehensive loss	(2,376)
Amount reclassified out of Other comprehensive loss to Net loss	430
AOCI balance at March 31, 2019	$	1,698
Derivative losses recognized in Other comprehensive loss	$	(4,247)
Amount reclassified out of Other comprehensive loss to Net loss	402
AOCI Balance at June 30, 2019	$	(2,147)

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Fair Value Measurements

6 Months Ended

Jun. 30, 2020

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

The Company records certain assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy that prioritizes the inputs used to measure fair value is described below. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

•Level 1 — Quoted prices in active markets for identical assets or liabilities.

•Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

•Level 3 — Unobservable inputs that are supported by little or no market activity. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

Below is a summary of the valuation techniques used in determining fair value:

Derivatives - Derivatives consist of interest rate swaps. The fair value of the interest rate swaps is the estimated amount that the Company 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. See Note 10 — "Derivative Instruments" for additional information.

Contingent consideration - The Company values contingent cash consideration related to business combinations using a weighted probability calculation of potential payment scenarios discounted at rates reflective of the risks associated with the expected future cash flows. Key assumptions used to estimate the fair value of contingent consideration include revenue, net new business and operating forecasts and the probability of achieving the specific targets. The Company values contingent stock consideration related to business combinations using observable market data, adjusted for indemnity losses and claims for indemnity losses valued using other indirect market inputs observable in the marketplace.

The carrying value of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and other accruals readily convertible into cash approximate fair value because of the short-term nature of the instruments.

Assets and Liabilities Recorded at Fair Value on a Recurring Basis

The Company has determined that its interest rate swaps, included in Accrued expenses and other current liabilities and Other non-current liabilities according to the duration of related cash flows, reside within Level 2 of the fair value hierarchy.

In accordance with ASC 805, we estimated the fair value of the earn outs using a Monte Carlo simulation for the year ended December 31, 2018. The amount of the earn outs approximate fair value due to the short term nature of

their remaining payments as of June 30, 2020 and December 31, 2019. This fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in ASC 820. As of June 30, 2020, the Company increased the earn out liabilities related to Publons based on current period performance and paid the remaining earn out liabilities related to TrademarkVision. These acquisitions occurred in 2017 and 2018, respectively. The amount payable is contingent upon the achievement of certain company specific milestones and performance metrics including number of cumulative users, cumulative reviews and annual revenue over a 1-year and 3-year period. Changes in the earn out are recorded to Transaction expenses in the Interim Condensed Consolidated Statement of Operations. There were no transfers of assets or liabilities between levels during the periods ended June 30, 2020 and December 31, 2019. The earn out liability is recorded in Accrued expenses and other current liabilities and Other non-current liabilities and is classified as Level 3 in the fair value hierarchy.

As of June 30, 2020, the Company maintains a contingent stock liability based on observable market data relating to the DRG acquisition that occurred on February 28, 2020. Changes in the contingent stock liability are recorded to Transaction expenses in the Interim Condensed Consolidated Statement of Operations. There were no transfers of assets or liabilities between levels during the periods ended June 30, 2020 and December 31, 2019. The contingent stock liability is recorded in Accrued expenses and other current liability and is classified as Level 2 in the fair value hierarchy. The amount is payable on the one year anniversary of the acquisition date and is contingent upon any indemnity losses or claims for indemnity losses as defined in the purchase agreement. This fair value measurement is based on observable market data and other indirect observable market inputs and thus represents a Level 2 measurement as defined in ASC 820.

The following table presents the changes in the earn out, the only Level 3 item, for the three and six months ended June 30, 2020:
Balance as of December 31, 2019	$	11,100
Payment of earn out liability (1)	(8,000)
Revaluations included in earnings	380
Balance as of March 31, 2020	3,480
Payment of earn out liability	—
Revaluations included in earnings	130
Balance as of June 30, 2020	$	3,610
The following table presents the changes in the earn out, the only Level 3 item, for the three and six months ended June 30, 2019:
Balance as of December 31, 2018	$	7,075
Payment of earn out liability	—
Revaluations included in earnings	—
Balance as of March 31, 2019	7,075
Payment of earn out liability	—
Revaluations included in earnings	469
Balance as of June 30, 2019	$	7,544
(1) See Note 19 - “Commitments and Contingencies” for further details

The following table provides a summary of the Company's assets and liabilities that were recognized at fair value on a recurring basis as at June 30, 2020 and December 31, 2019:

	Level 1		Level 2		Level 3		Total Fair Value
June 30, 2020
Liabilities
Interest rate swap liability	$	—	$	8,182	$	—	$	8,182
Earn out liability	—		—		3,610		3,610
Contingent stock liability	—		64,660		$	—	64,660
Total	$	—	$	72,842	$	3,610	$	76,452
	Level 1		Level 2		Level 3		Total Fair Value
December 31, 2019
Liabilities
Interest rate swap liability	$	—	$	2,778	$	—	$	2,778
Earn out liability	—		—		11,100		11,100
Total	$	—	$	2,778	$	11,100	$	13,878

Non-Financial Assets Valued on a Non-Recurring Basis

The Company’s long-lived assets, including goodwill, indefinite-lived intangibles and finite-lived intangible assets subject to amortization, are measured at fair value on a non-recurring basis. These assets are measured at cost but are written-down to fair value, if necessary, as a result of impairment.

Finite-lived Intangible Assets - If a triggering event occurs, the Company compares the carrying value to the undiscounted cash flows associated with the assets or asset group to determine if the cash flows are recoverable. If the undiscounted cash flows are not recoverable, the Company determines the estimated fair value of finite-lived intangible assets by determining the present value of the expected cash flows and compares that amount to the carrying value of the assets or asset group. If the carrying amount exceeds the estimated fair value, an impairment loss is recognized in an amount equal to the excess.

Indefinite-lived Intangible Asset - If a qualitative analysis indicates that it is more likely than not that the estimated fair value is less than the carrying value of an indefinite-lived intangible asset, the Company determines the estimated fair value of the indefinite-lived intangible asset (trade name) by determining the present value of the estimated royalty payments on an after-tax basis that it would be required to pay the owner for the right to use such trade name. If the carrying amount exceeds the estimated fair value, an impairment loss is recognized in an amount equal to the excess.

Goodwill - Goodwill represents the difference between the purchase price and the fair value of the identifiable tangible and intangible net assets resulting from business combinations. The Company evaluates its goodwill for impairment at the reporting unit level, defined as an operating segment or one level below an operating segment, annually as of October 1 or more frequently if impairment indicators arise in accordance with ASC Topic 350. The Company assesses various qualitative factors to determine whether the fair value of a reporting unit may be less than its carrying amount. If a determination is made that, based on the qualitative factors, an impairment does not exist, the Company is not required to perform further testing. If the aforementioned qualitative assessment results in the Company concluding that it is more likely than not that the fair value of a reporting unit may be less than its carrying amount, the fair value of the reporting unit will be determined and compared to its carrying value including goodwill. In determining the fair value of a reporting unit, the Company estimates the fair value of a reporting unit using the fair value derived from the income approach. The market approach estimates fair value based on market multiples of revenue and earnings derived from comparable publicly traded companies with similar operating and investment characteristics as the reporting unit; whereas, the income approach uses a discounted cash flow (“DCF”) model. The DCF model determines the fair value of our reporting units based on projected future discounted cash flows, which in turn were based on our views of uncertain variables such as growth rates, anticipated future economic conditions, and the appropriate discount rates relative to risk and estimates of residual values. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is not impaired,

and the Company is not required to perform further testing. If the fair value of the reporting unit is less than the carrying value, the Company will recognize the difference as an impairment charge.

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Pension and Other Post-Retirement Benefits

6 Months Ended

Jun. 30, 2020

Retirement Benefits [Abstract]

Pension and Other Post-Retirement Benefits

Pension and Other Post-Retirement Benefits

The components of net periodic benefit cost recognized in other comprehensive loss were as follows:

	Three Months Ended June 30,
	2020		2019
Service cost	$	226	$	220
Interest cost	79		80
Expected return on plan assets	(40)		(40)
Amortization of actuarial gains	14		(20)
Net periodic benefit cost	$	279	$	240
	Six Months Ended June 30,
	2020		2019
Service cost	$	444	$	441
Interest cost	157		158
Expected return on plan assets	(79)		(80)
Amortization of actuarial gains	(52)		(38)
Net periodic benefit cost	$	470	$	481

Interest cost and expected return on plan assets are recorded in Interest expense, net on the accompanying Interim Condensed Consolidated Statements of Operations.

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Debt

6 Months Ended

Jun. 30, 2020

Debt Disclosure [Abstract]

Debt

Debt

The following is a summary of the Company’s debt:  

		June 30, 2020				December 31, 2019
Type	Maturity	Interest Rate		Carrying Value		Interest Rate		Carrying Value
Senior secured notes	2026	4.500	%	700,000		4.500	%	700,000
Term loan facility	2026	3.178	%	1,253,700		5.049	%	900,000
Revolving credit facility	2024	—	%	—		5.049	%	65,000
Total debt outstanding				1,953,700				1,665,000
Deferred financing charges				(25,824)				(25,205)
Term loan facility, discount				(2,062)				(2,184)
Short-term debt, including current portion of long-term debt				(12,600)				(9,000)
Long-term debt, net of current portion and deferred financing charges				$	1,913,214			$	1,628,611

In connection with the DRG acquisition, the Company incurred an incremental $360,000 of borrowings under our term loan facility and used the net proceeds from such borrowings to fund a portion of the DRG acquisition and to pay related fees and expenses. The additional term loan borrowings are covered by the same terms and covenant requirements of the existing term loan facility as described in the annual report on form 10-K as of December 31, 2019.

In addition, the Company secured the backstop of a $950,000 fully committed bridge facility in connection with the DRG acquisition. However, the Company obtained all required financing with proceeds from the additional term loan borrowings and through a primary equity offering in February 2020. As such, the bridge facility remained undrawn through its expiration on closing of the acquisition.

During the six months ended June 30, 2020, the Company paid down $65,000 on the revolving credit facility. The revolving credit facility has remained undrawn in the period subsequent to the pay down. The revolving credit facility is subject to a commitment fee of 0.50% per annum.

With respect to the credit facilities, the Company may be subject to certain negative covenants, including compliance with total first lien net leverage ratio, if certain conditions are met. These conditions were not met and the Company was not required to test compliance with these covenants as of June 30, 2020.

The obligations of the Borrowers under the credit facilities are guaranteed by UK Holdco and certain of its restricted subsidiaries and are secured by substantially all of UK Holdco's and certain of its restricted subsidiaries’ assets (with customary exceptions described in the credit facilities). UK Holdco and its restricted subsidiaries are subject to certain covenants including restrictions on UK Holdco’s ability to pay dividends, incur indebtedness, grant a lien over its assets, merge or consolidate, make investments, or make payments to affiliates.

As of June 30, 2020, letters of credit totaling $4,937 were collateralized by the revolving credit facility. Notwithstanding the revolving credit facility, as of June 30, 2020, the Company had an unsecured corporate guarantee outstanding for $9,646 and cash collateralized letters of credit totaling $37, all of which were not collateralized by the revolving credit facility. The Company’s cash from operations is expected to meet repayment needs on outstanding borrowings for a period of 12 months after the financial statement issuance date.

The carrying value of the Company’s variable interest rate debt, excluding unamortized debt issuance costs, approximates fair value due to the short-term nature of the interest rate bench mark 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 the Company’s debt was $1,915,906 and $1,692,750 at June 30, 2020 and December 31, 2019, respectively. The debt is considered a Level 2 liability under the fair value hierarchy.

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Revenue

6 Months Ended

Jun. 30, 2020

Revenue from Contract with Customer [Abstract]

Revenue

Revenue

The tables below show the Company's disaggregated revenues for the periods presented:

	Three Months Ended June 30,
	2020		2019
Subscription revenues	$	216,569	$	202,747
Transactional revenues	60,363		39,693
Total revenues, gross	276,932		242,440
Deferred revenues adjustment(1)	(3,432)		(131)
Total revenues, net	$	273,500	$	242,309
(1) Reflects the deferred revenues adjustment as a result of purchase accounting.
	Six Months Ended June 30,
	2020		2019
Subscription revenues	$	409,804	$	395,239
Transactional revenues	109,602		81,390
Total revenues, gross	519,406		476,629
Deferred revenues adjustment(1)	(5,314)		(295)
Total revenues, net	$	514,092	$	476,334
(1) Reflects the deferred revenues adjustment as a result of purchase accounting.

Contract Balances

	Accounts receivable, net		Current portion of deferred revenues		Non-current portion of deferred revenues
Opening (1/1/2020)	$	333,858	$	407,325	$	19,723
Closing (6/30/2020)	279,160		424,187		19,116
(Increase)/decrease	$	54,698	$	(16,862)	$	607
Opening (1/1/2019)	$	331,295	$	391,102	$	17,112
Closing (6/30/2019)	270,584		404,753		22,236
(Increase)/decrease	$	60,711	$	(13,651)	$	(5,124)

The amount of revenue recognized in the period that were included in the opening deferred revenues current and long-term balances were $181,146. This revenue consists primarily of subscription revenue.

Transaction Price Allocated to the Remaining Performance Obligation

As of June 30, 2020, approximately $63,653 of revenue is expected to be recognized in the future from remaining performance obligations, excluding contracts with durations of one year or less. The Company expects to recognize revenue on approximately 65.0% of these performance obligations over the next 12 months. Of the remaining 35.0%, 20.1% is expected to be recognized within the following year, with the final 14.9% expected to be recognized within years 3 to 10.

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Shareholders' Equity

6 Months Ended

Jun. 30, 2020

Equity [Abstract]

Shareholders' Equity

Shareholders’ Equity

Pre-2019 Transaction

In March 2017, the Company formed the Management Incentive Plan under which certain employees of the Company may be eligible to purchase shares of the Company. In exchange for each share purchase subscription, the purchaser is entitled to a fully vested right to an ordinary share. Additionally, along with a subscription, employees receive a corresponding number of options to acquire additional ordinary shares subject to five year vesting. See Note 16 — “Employment and Compensation Arrangements” for additional detail related to the options. The Company received no net subscriptions for the three and six months ended June 30, 2019.

Post-2019 Transaction

In June 2019, the Company formed the 2019 Incentive Award Plan under which employees of the Company may be eligible to purchase shares of the Company. See Note 16 — “Employment and Compensation Arrangements” for additional detail related to the 2019 Incentive Award Plan. In exchange for each share subscription purchased, the purchaser is entitled to a fully vested right to an ordinary share. At June 30, 2020 there were unlimited ordinary shares authorized, and 387,335,119 shares issued and outstanding, with a par value of $0.00. The Company did not hold any shares as treasury shares as of June 30, 2020 or December 31, 2019. The Company’s ordinary stockholders are entitled to one vote per share.

Warrants

During the period January 1, 2020 through February 21, 2020, 24,132,666 of the Company’s outstanding public warrants were exercised for one ordinary share per whole public warrant at a price of $11.50 per share. On February 20, 2020, we announced the redemption of all of our outstanding public warrants to purchase our ordinary shares that were issued as part of the units sold in the Churchill Capital Corp initial public offering that remained

outstanding at 5:00 p.m. New York City time on March 23, 2020, for a redemption price of $0.01 per public warrant. In addition, our board of directors elected that, upon delivery of the notice of the redemption on February 20, 2020, all public warrants were to be exercised only on a “cashless basis.” Accordingly, by virtue of the cashless exercise of public warrants, exercising public warrant holders received 0.4626 of an ordinary share for each public warrant, and 4,747,432 ordinary shares were issued for public warrants exercised on a cashless basis and 4,649 public warrants were redeemed for $0.01 per public warrant. As of June 30, 2020, no public warrants were outstanding.

Merger Shares

On January 31, 2020, our Board agreed to waive all performance vesting conditions associated with the Merger Shares. The Merger Shares were issued as ordinary shares to persons designated by Jerre Stead and Michael Klein on June 1, 2020 as part of the June 2020 underwritten public offering. See Note 16 — “Employment and Compensation Arrangements” for additional detail related to the Merger Shares.

DRG Acquisition Shares

In connection with the DRG acquisition, up to 2,895,638 ordinary shares of the Company are issuable to PEL following the one-year anniversary of the closing. See Note 4 — “Business Combinations” for additional details.

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Employment and Compensation Arrangements

6 Months Ended

Jun. 30, 2020

Share-based Payment Arrangement [Abstract]

Employment and Compensation Arrangements

Employment and Compensation Arrangements

Employee Incentive Plans

The 2019 Incentive Award Plan permits the granting of awards in the form of incentive stock options, non-qualified stock options, share appreciation rights, restricted shares, restricted share units and other stock-based or cash based awards. Equity awards may be issued in the form of restricted shares or restricted share units with dividend rights or dividend equivalent rights subject to vesting terms and conditions specified in individual award agreements. The Company’s Management Incentive Plan provides for employees of the Company to be eligible to purchase shares of the Company. See Note 15 — “Shareholders’ Equity” for additional information.

A maximum aggregate amount of 60,000,000 ordinary shares are reserved for issuance under the 2019 Incentive Award Plan. Equity awards under the 2019 Incentive Award Plan may be issued in the form of options to purchase shares of the Company which are exercisable upon the occurrence of conditions specified within individual award agreements. As of June 30, 2020, 40,876,101 awards had been granted.

A summary of the Company’s share-based compensation is as follows:

	Three Months Ended June 30,
	2020		2019
Share-based compensation expense	$	6,856	$	33,932
Tax benefit recognized	$	(2,791)	$	85
	Six Months Ended June 30,
	2020		2019
Share-based compensation expense	$	24,325	$	37,108
Tax benefit recognized	$	(2,793)	$	163

In the three and six months ended June 30, 2020, the Company recognized additional Share-based compensation expense related to the modification of certain awards under the 2019 Incentive Award Plan. As of June 30, 2020, there was $27,192 of total unrecognized compensation cost, related to outstanding stock options and awards, which is expected to be recognized through 2024 with a remaining weighted-average service period of 5.9 years.

Stock Options

The Company’s stock option activity is summarized below:

	Number of Options	Weighted Average Exercise Price per Share		Weighted-Average Remaining Contractual Life (in years)	Aggregate Intrinsic Value
Outstanding at December 31, 2019	20,880,225	$	12.18	7.3	$	105,119
Forfeited	(881,607)	12.13		0	—
Exercised	(7,438,787)	9.94		0	—
Outstanding as of June 30, 2020	12,559,831	13.50		6.5	112,436
Vested and exercisable at June 30, 2020	8,203,683	$	13.86	6.0	$	69,836

The aggregate intrinsic value in the table above represents the difference between the closing price of the Company's ordinary shares on June 30, 2020 and the exercise price of each in-the-money option. In the three and six months ended June 30, 2020, 3,723,332 and 7,438,787 stock options were exercised, respectively. The tax benefit from the exercised options in the three and six months ended June 30, 2020 was $1,603 and $3,489, respectively.

The Company accounts for awards issued under the 2019 Incentive Award Plan as additional contributions to equity. Share-based compensation includes expense associated with stock option grants which is estimated based on the grant date fair value of the award issued. Share-based compensation expense related to stock options is recognized over the vesting period of the award which is generally five years, on a graded-scale basis.

The Company uses the Black-Scholes option pricing model to estimate the fair value of options granted. The Black-Scholes model takes into account the fair value of an ordinary share and the contractual and expected term of the stock option, expected volatility, dividend yield, and risk-free interest rate. Prior to becoming a public company, the fair value of the Company’s ordinary shares were determined utilizing an external third-party pricing specialist.

The contractual term of the option ranges from the one year to 10 years. Expected volatility is the average volatility over the expected terms of comparable public entities from the same industry. The risk-free interest rate is based on a treasury rate with a remaining term similar to the contractual term of the option. The Company is recently formed and at this time does not expect to distribute any dividends. The Company recognizes forfeitures as they occur.

Restricted Stock Units (“RSUs”)

RSUs typically vest from one to three years and are generally subject to either cliff vesting or graded vesting. RSUs do not have nonforfeitable rights to dividends or dividend equivalents. The fair value of RSUs is typically based on the fair value of our ordinary shares on grant date. We amortize the value of these awards to expense over the vesting period on a graded-scale basis. The Company recognizes forfeitures as they occur.

	Number of Shares	Weighted Average Grant Date Fair Value per Share
Outstanding as of December 31, 2019	293,182	$	16.75
Granted	1,382,557	20.22
Vested	(172,370)	20.87
Forfeited	(11,890)	19.97
Outstanding as of June 30, 2020	1,491,479	$	19.92

The total grant date fair value of RSUs that vested during the three and six months ended June 30, 2020 was $56 and $2,920, respectively.

Performance Stock Units (“PSUs”)

The Company began granting PSUs to certain members of management on April 1, 2020 under the 2019 Incentive Award Plan. PSUs typically vest over three years and are subject to performance conditions for vesting. The fair value of the PSUs is based on the fair value of our ordinary shares on the date of grant and valued using a Monte Carlo simulation. In years one and two of the three year vesting period, it was not possible to predict the likelihood of achieving the target and therefore, the performance condition was deemed not probable as of June 30, 2020. Accordingly, no compensation expense was recognized for the three or six months ended June 30, 2020.

	Number of Shares	Weighted Average Grant Date Fair Value per Share
Outstanding as of December 31, 2019	—	$	—
Granted	550,189	21.91
Outstanding as of June 30, 2020	550,189	$	21.91

2019 Transaction Related Awards

Upon consummation of the 2019 Transaction, there were 7,000,000 ordinary shares of Clarivate (the "Merger Shares") issuable if the last sale price of Clarivate’s ordinary shares is at least $20.00 for 40 days over a 60 consecutive trading day period on or before the sixth anniversary of the closing of the 2019 Transaction. In accordance with the terms of the Sponsor Agreement and in connection with our merger with Churchill in 2019, the Merger Shares were to be issued to persons designated by Messrs. Stead and Klein. On January 31, 2020, our Board agreed to waive the performance vesting condition, and the Merger Shares became issuable to persons designated by Messrs. Stead and Klein on or prior to December 31, 2020. We engaged a third party specialist to fair value the awards at the modification date using the Monte Carlo simulation approach. The assumptions in the model included, but were not limited to, risk-free interest rate, 1.33%; expected volatility of the Company's and its peer group's stock prices, 20.00%; and dividend yield, 0.00%. The Company has evaluated and recorded additional stock compensation expense as required upon the assignment of Merger Shares as applicable. The Merger Shares were issued as ordinary shares to persons designated by Jerre Stead and Michael Klein on June 1, 2020 as part of the June 2020 underwritten public offering. The Company recognized $0 and $13,720 of expense in the three and six months ended June 30, 2020, respectively, in Share-based compensation expense as a result of the waived performance vesting conditions.

The Sponsor Agreement provided that certain ordinary shares of Clarivate available for distribution to persons designated in the Sponsor Agreement in connection with the Transactions, and certain Clarivate warrants available for distribution to such persons, in each case, were subject to certain time and performance-based vesting provisions described below.

The vesting conditions added to certain ordinary shares include the following:

5,309,713 ordinary shares of Clarivate held by persons designated in the Sponsor Agreement, will vest in three equal annual installments on the first, second and third anniversaries of the closing of the Transactions, respectively, and are not contingent on continuing or future service of the respective holders to the Company.

2,654,856 ordinary shares of Clarivate held by such persons will vest at such time as the last sale price of Clarivate's ordinary shares is at least $15.25 on or before the date that is 42 months after the closing of the Transactions; provided that none of such Clarivate ordinary will vest prior to the first anniversary of the closing of the transactions, not more than 1/3 of such Clarivate warrants will vest prior to the second anniversary of the closing of the Transactions, and not more than 2/3 of such Clarivate warrants will vest prior to the third anniversary of the closing of the Transactions. Further, such vesting is not contingent on continuing or future service of the respective holders to the Company.

2,654,856 ordinary shares of Clarivate held by such persons will vest at such time as the last sale price of Clarivate's ordinary shares is at least $17.50 on or before the fifth anniversary of the closing of the Transactions; provided that none of such Clarivate ordinary will vest prior to the first anniversary of the closing of the Transactions, not more than 1/3 of such Clarivate warrants will vest prior to the second anniversary of the closing of the Transactions, and not more than 2/3 of such Clarivate warrants will vest prior to the third anniversary of the closing of the Transactions. Further, such vesting is not contingent on continuing or future service of the respective holders to the Company.

During the quarter ended June 30, 2019, the vesting conditions added to certain warrants include the following:

17,265,826 of certain warrants held by persons designated in the Sponsor Agreement, will vest at such time as the last sale price of Clarivate's ordinary shares is at least $17.50 on or before the fifth anniversary of the closing of the 2019 Transaction; provided that none of such Clarivate warrants will vest prior to the first anniversary of the closing of the 2019 Transaction, not more than 1/3 of such Clarivate warrants will vest prior to the second anniversary of the

closing of the 2019 Transaction, and not more than 2/3 of such Clarivate warrants will vest prior to the third anniversary of the closing of the 2019 Transaction. Further, such vesting is not contingent on continuing or future service of the respective holders to the Company.

In considering the terms of the transaction related awards, the Company notes that the time-based vesting restrictions are not conditioned on any continuing or future service of the holders to the Company and reflect “lockup” periods of the issuable shares. Further, the above mentioned performance-based restrictions are considered market conditions pursuant to ASC 718, and are contemplated in the value of the awards. As such vesting restrictions were contemplated in conjunction with the granting of Merger shares, the Company considered such terms of the total basket of transaction awards in determination of the fair value of the awards. As no continued or future service is required by the holders of such awards, the Company recognized compensation expense based on the fair value of such awards upon closing of the 2019 Transaction. The Company recognized $25,013 expense, net in Share-based compensation expense as of the date of the 2019 Transaction in accordance with the issuance of Merger shares offset by the addition of vesting terms to certain ordinary shares and warrants, as described above. The expense includes the increases in value of $48,102 for the granting of Merger shares, the increase in value of $1,193 for ordinary shares with only time vesting conditions, and the increase in value of shares purchased by the Founders immediately prior to the transaction of $4,411, all offset by the reduction in value of $9,396 for ordinary shares with performance vesting condition of $15.25, the reduction in value of $13,101 for ordinary shares with performance vesting condition of $17.50 and the reduction in value of $6,297 related to warrants. Pursuant to the Sponsor Agreement, certain founders of Churchill Capital Corp purchased an aggregate of 1,500,000 shares of Class

B common stock of Churchill immediately prior to the closing of the 2019 Transaction for an aggregate purchase price of $15,000.

We used a third-party specialist to fair value the awards at the Transactions close date of May 13, 2019 using the Monte Carlo simulation approach. The assumptions included in the model include, but are not limited to, risk-free interest rate, 2.20%; expected volatility of the Company's and the peer group's stock prices, 20.00%; and dividend yield, —%. A discount for lack or marketability (“DLOM”) was applied to shares that are subject to remaining post vesting lock up restrictions. The DLOM was between 3%-7% dependent on the length of the post vesting restriction period.

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Income Taxes	6 Months Ended
	Jun. 30, 2020
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes During the three months ended June 30, 2020 and 2019, the Company recognized an income tax benefit of $5,385 on loss before income tax of $6,876 and an income tax provision of $3,712, on loss before income tax of $74,049, respectively. During the six months ended June 30, 2020 and 2019, the Company recognized an income tax provision of $9,368 on loss before income tax of $66,124 and $3,952, on loss before income tax of $133,069, respectively. The tax provision or benefit in each of the three and six months ended June 30, 2020 and the three and six months ended June 30, 2019, respectively, reflects the mix of taxing jurisdictions in which pre-tax profits and losses were recognized.

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Earnings per Share

6 Months Ended

Jun. 30, 2020

Earnings Per Share [Abstract]

Earnings per Share

Earnings per Share

Potential ordinary shares of 35,797,137 of Private Placement Warrants, DRG Transaction Shares, options, RSUs, and PSUs related to the 2019 Incentive Award Plan were excluded from diluted EPS for the three and six months ended June 30, 2020, respectively, and potential ordinary shares of 85,052,934 related to Private Placement Warrants, Public Warrants, Merger Shares, and options related to the 2019 Incentive Award Plan were excluded from diluted EPS for the three and six months ended June 30, 2019 as the Company had net losses in both periods and their inclusion would be anti-dilutive. See Note 15 — "Shareholders' Equity" and Note 16 — "Employment and Compensation Arrangements” for a description.

The 2019 Transaction was accounted for as a reverse recapitalization in accordance with U.S. GAAP. See Note 1 — "Background and Nature of Operations". Accordingly, weighted-average shares outstanding for purposes of the EPS calculation have been retroactively recasted as shares reflecting the exchange ratio established in the 2019 Transaction (1.0 Jersey share to 132.13667 Clarivate shares).

The basic and diluted EPS computations for our ordinary shares are calculated as follows (in thousands, except share and per share amounts):

	Three Months Ended June 30,
	2020		2019
Basic/Diluted EPS
Net loss available to ordinary shareholders	$	(1,491)	$	(77,761)
Basic and diluted weighted-average number of ordinary shares outstanding	375,877,260		264,762,720
Basic and diluted EPS	$	—	$	(0.29)

	Six Months Ended June 30,
	2020		2019
Basic/Diluted EPS
Net loss available to ordinary shareholders	$	(75,492)	$	(137,021)
Basic and diluted weighted-average number of ordinary shares outstanding	359,503,556		241,275,061
Basic and diluted EPS	$	(0.21)	$	(0.57)

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2020

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

The Company does not have any recorded or unrecorded guarantees of the indebtedness of others.

Lawsuits and Legal Claims

The Company is engaged in various legal proceedings, claims, audits and investigations that have arisen in the ordinary course of business. These matters include, but are not limited to, antitrust/competition claims, intellectual property infringement claims, employment matters and commercial matters. The outcome of all of the matters against the Company is subject to future resolution, including the uncertainties of litigation. Based on information currently known to the Company and after consultation with outside legal counsel, management believes that the ultimate resolution of any such matters, individually or in the aggregate, will not have a material impact on the Company’s financial condition taken as a whole.

Contingent Liabilities

In conjunction with the acquisition of Publons, the Company agreed to pay former shareholders up to an additional $9,500 through 2020. Amounts payable are contingent upon Publons' achievement of certain milestones and performance metrics. The Company paid $0 of the contingent purchase price during the six months ended June 30, 2020. The Company had an outstanding liability for $3,610 and $3,100 related to the estimated fair value of this contingent consideration included in Accrued expenses and other current liabilities in the Interim Condensed Consolidated Balance Sheets as of June 30, 2020 and December 31, 2019, respectively.

In conjunction with the acquisition of Kopernio, the Company paid former shareholders during the three months ended June 30, 2020 due to the achievement of certain milestones and performance metrics.

In conjunction with the acquisition of TrademarkVision, the Company agreed to pay former shareholders a potential earn out dependent upon achievement of certain milestones and financial performance metrics through 2020. Amounts payable are contingent upon TrademarkVision’s achievement of certain milestones and performance metrics. During the six months ended June 30, 2020, the Company paid $8,000 of the contingent purchase price to complete the earn out. As of June 30, 2020 and December 31, 2019, the Company had an outstanding liability for $0 and $8,000 respectively, related to the estimated fair value of this contingent consideration. The outstanding balance was included in Accrued expenses and other current liabilities as of December 31, 2019, in the Consolidated Balance Sheets.

In conjunction with the acquisition of DRG, the Company agreed to pay up to 2,895,638 shares as contingent stock consideration, valued at $58,897 on the closing date of the acquisition. See Note 4 — "Business Combinations" for more information on the contingent stock consideration. Amounts payable are contingent upon any indemnity losses or claims to indemnity losses occurring within that one year period. The liability increased by $5,763 during the six months ended June 30, 2020 due to an increase in the estimated fair value of this contingent stock consideration, which resulted in a liability of $64,660 as of June 30, 2020. The outstanding balance was included in Accrued expenses and other current liabilities in the Interim Condensed Consolidated Balance Sheets as of June 30, 2020.

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Related Party and Former Parent Transactions

6 Months Ended

Jun. 30, 2020

Related Party Transactions [Abstract]

Related Party and Former Parent Transactions

Related Party and Former Parent Transactions

Onex Partners Advisor LP (“Onex”), an affiliate of the Company, is considered a related party. Concurrent with the Acquisition, the Company entered into a Consulting Services Agreement with Onex, pursuant to which the Company is provided certain ongoing strategic and financing consulting services in exchange for a quarterly management fee. In connection with this agreement, the Company recognized $0 and $158 for the three months ended June 30, 2020, and 2019, respectively, and $0 and $389 for the six months ended June 30, 2020 and 2019, respectively. The Company pays 0.1% interest per annum to Onex for the Credit Agreement. The Company recognized $0 and $112 for the three months ended June 30, 2020 and 2019, respectively, and $0 and $327 for the six months ended June 30, 2020 and 2019 in interest expense for the Onex related interest. The Company had an outstanding liability of $70 and $3 to Onex as of June 30, 2020, and December 31, 2019, respectively. In addition, the Company paid Onex a management fee of $5,400 in connection with the 2019 Transaction in the second quarter of 2019. See Note 4 — "Business Combinations" for additional information.

BPEA, an affiliate of the Company, is considered a related party. Concurrently with our separation from Thomson Reuters ("Former Parent") in 2016, the Company entered into a Management Services Agreement with Baring, pursuant to which the Company is provided certain ongoing strategic and financing consulting services. In connection with this agreement, the Company recognized $0 and $79 for the three months ended June 30, 2020, and 2019, respectively, and $0 and $79 for the six months ended June 30, 2020, and 2019, respectively, in operating expenses related to this agreement. The Company had an outstanding liability of $0 and $0 to Baring as of June 30, 2020, and December 31, 2019, respectively. In addition, the Company paid BPEA a management fee of $2,100 in connection with the 2019 Transaction in the second quarter of 2019. See Note 4 — "Business Combinations" for additional information.

In connection with our separation from Thomson Reuters in 2016, Bidco and a subsidiary of the Former Parent entered into the Transition Service Agreement, which became effective on October 3, 2016, pursuant to which such subsidiary of the Former Parent will, or will cause its affiliates and/or third-party service providers to, provide Bidco, its affiliates and/or third-party service providers with certain technology, facilities management, human resources, sourcing, financial, accounting, data management, marketing and other services to support the operation of the IP&S business as an independent company. Such services are provided by such subsidiary of the Former Parent or its affiliates and/or third-party service providers for various time periods and at various costs based upon the terms set forth in the Transition Service Agreement.

A controlled affiliate of Baring is a vendor of ours. Total payments to this vendor were $227 and $78 for the three months ended June 30, 2020 and 2019 respectively, and $245 and $318 for the six months ended June 30, 2020 and 2019 respectively. The Company had an outstanding liability of $125 and $160 as of June 30, 2020 and December 31, 2019, respectively.

Jerre Stead, Chief Executive Officer of the Company, is the Co-founder of a vendor of ours. Total payments to this vendor were $0for the three months ended June 30, 2020. The Company had an outstanding liability of $0 and $10 as of June 30, 2020 and December 31, 2019, respectively. This vendor was not a related party during the six months ended June 30, 2019.

A former member of our key management is the Co-founder of a vendor of ours. Total payments to this vendor were $0 and $200 for the three months ended June 30, 2020 and 2019 and $0 and $278 for the six months ended June 30, 2020 and 2019, respectively, and the Company had no outstanding liability as of June 30, 2020 and December 31, 2019. This vendor was not a related party during the three months ended June 30, 2019.

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Restructuring

6 Months Ended

Jun. 30, 2020

Restructuring and Related Activities [Abstract]

Restructuring

Restructuring

In accordance with the applicable guidance for ASC 420, Exit or Disposal Cost Obligations, we recognized liabilities for the restructuring plans noted below when the programs were approved, the employees to be terminated were identified, the terms of the arrangement were established, it was determined changes to the plan were unlikely to occur and the arrangements were communicated to employees. The liabilities are recorded within Accrued expenses and other current liabilities in the Interim Condensed Consolidated Balance Sheets. The corresponding expenses are recorded within Restructuring and impairment in the Interim Consolidated Statements of Operations. The payments associated with these actions are expected to be completed within 12 months from the balance sheet date.

Operation Simplification and Optimization Program

During the fourth quarter of 2019, the Company approved restructuring actions designed to streamline our operations by simplifying our organization and focusing on two product groups in planned phases. The following table summarizes the activity related to the restructuring reserves for the Operation Simplification and Optimization Program:

Operation Simplification and Optimization Program	Severance and Related Benefit Costs		Costs Associated with Exit and Disposal Costs 1		Total
Reserve Balance as of December 31, 2019	$	9,506	$	—	$	9,506
Expenses recorded	6,574		1,180		7,754
Payments made	(6,647)		—		(6,647)
Reserve Balance as of March 31, 2020	9,433		1,180		10,613
Expenses recorded	4,865		2,749		7,614
Payments made	(4,297)		(199)		(4,496)
Reserve Balance as of June 30, 2020	$	10,001	$	3,730	$	13,731

¹Relates primarily to location exit costs and legal and advisory fees.

The following table is a summary of charges incurred related to the Operation Simplification and Optimization Program in the three and six months ended June 30, 2020.

	Three Months Ended June 30,
	2020		2019
Severance and related benefit costs	$	4,865	$	—
Costs associated with exit and disposal activities1	2,749		—
Costs associated with lease exit costs including impairment2	4,908		—
Total	$	12,522	$	—
	Six Months Ended June 30,
	2020		2019
Severance and related benefit costs	$	11,438	$	—
Costs associated with exit and disposal activities1	3,930		—
Costs associated with lease exit costs including impairment2	4,908		—
Total	$	20,276	$	—
1Relates primarily to contract exit costs and legal and advisory fees.
2Includes $4,771 of charges related to impairment of a lease and $137 of lease exit costs.

DRG Acquisition Integration Program

During the second quarter of 2020, the Company approved restructuring actions designed to eliminate duplicative costs following the acquisition of DRG in planned phases. The following table summarizes the activity related to the restructuring reserves for the DRG Acquisition Integration:

DRG Acquisition Integration	Severance and Related Benefit Costs		Costs Associated with Exit and Disposal Costs 1		Total
Reserve balance as of December 31, 2019	$	—	$	—	$	—
Expenses recorded	3,312		12		3,324
Payments made	(1,252)		—		(1,252)
Reserve balance as of June 30, 2020	$	2,060	$	12	$	2,072

¹Relates primarily to legal and advisory fees.

The following table is a summary of charges incurred related to the DRG Acquisition Integration in the three and six months ended June 30, 2020.

	Three Months Ended June 30,
	2020
Severance and related benefit costs	$	3,312
Costs associated with exit and disposal activities1	12
Total	$	3,324
	Six Months Ended June 30,
	2020
Severance and related benefit costs	$	3,312
Costs associated with exit and disposal activities1	12
Total	$	3,324
1Relates primary to legal and advisory fees.

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Subsequent Events	6 Months Ended
	Jun. 30, 2020
Subsequent Events [Abstract]
Subsequent Events	Subsequent EventsManagement has evaluated the impact of events that have occurred subsequent to June 30, 2020. On July 29, 2020, the Company announced that it had agreed to combine with CPA Global, a global leader in intellectual property software and tech-enabled services and had entered into a definitive agreement with Redtop Holdings Limited (“Redtop”), a portfolio company of Leonard Green Partners, to acquire CPA Global. The Company will issue up to 218,306,663 ordinary shares to Redtop representing approximately 35% pro forma fully diluted ownership of Clarivate. At the closing of the transaction, the Company expects to refinance CPA Global’s outstanding debt with approximately $400,000 of cash on hand and $1,500,000 of new debt. The Company has secured a fully committed bridge facility of $1,500,000 and expects to arrange long-term debt financing before the closing. The transaction is expected to be completed during the fourth quarter of 2020, subject to customary closing conditions, including regulatory approvals and clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

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Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2020

Accounting Policies [Abstract]

Accounts Receivable

Accounts Receivable

Through the adoption of ASU 2016-13 and the related standards, the Company revised the policy regarding the recognition of expected credit losses and for our accounts receivables portfolio as follows.

Accounts receivable are recorded at the amount invoiced to customers and do not bear interest.

Credit Loss

The Company estimates credit losses for trade receivables by aggregating similar customer types together, because they tend to share similar credit risk characteristics, taking into consideration the number of days the receivable is past due. Provision rates for the allowance for doubtful accounts are based upon the historical loss method by evaluating factors such as the length of time receivables that are past due and historical collection experience. Additionally, provision rates are based upon current and future economic and competitive environment factors that could impact the collectability of the receivable. Trade and other receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include past due status greater than 360 days or bankruptcy of the debtor.

Newly Adopted Accounting Standards and Recently Issued Accounting Standards

Newly Adopted Accounting Standards

FASB issued new guidance, ASU 2016-13 and various other related issuances, related to measurement of credit losses on financial instruments which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. This new guidance replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. The Company has determined that the impact of this new accounting guidance will primarily affect our trade receivables. The Company prospectively adopted the standard on January 1, 2020. The adoption of this standard had an impact of $9,319 on the beginning Accumulated deficit balance in the Interim Condensed Consolidated Balance Sheet as of January 1, 2020.

In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, which provides targeted improvements or clarification and correction to the ASU 2016-01 Financial Instruments Overall, ASU 2016-13 Financial Instruments Credit Losses, and ASU 2017-12 Derivatives and Hedging accounting standards updates that were previously issued. The guidance is effective upon adoption of the related standards. The company prospectively adopted the standard on January 1, 2020. This standard did not have a material impact on the Company’s Interim Condensed Consolidated Financial Statements.

In August 2018, the FASB issued guidance, ASU 2018-15, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by the amendments in this update. The Company prospectively adopted the standard on January 1, 2020. The adoption of this standard did not have a material impact on the Company’s Interim Condensed Consolidated Financial Statements. All future capitalized implementation costs incurred related to these hosting arrangements will be recorded as a prepaid asset and as a charge to operating expenses over the expected life of the contract.

Recently Issued Accounting Standards

Except as noted below, there have been no material changes from the recently issued accounting standards previously disclosed in the Annual Report. Please refer to “Item 8. – Financial Statements and Supplementary Data – Notes to the Consolidated Financial Statements – Note 3” section of the Annual Report on Form 10-K for a discussion of the recently issued accounting standards that relate to the Company.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform, which provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The guidance is effective for all entities during the period March 12, 2020 through December 31, 2022. The Company is currently in the process of evaluating the potential impact of the adoption of this standard on its Interim Condensed Consolidated Financial Statements.

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Business Combinations (Tables)

6 Months Ended

Jun. 30, 2020

Business Combinations [Abstract]

Business Combination, Separately Recognized Transactions

The amount of Revenues, net and Net loss resulting from the acquisition that are attributable to the Company's stockholders and included in the Condensed Consolidated Statements of Operations and Comprehensive Loss were as follows:

	Three months ended June 30, 2020
Revenues, net (1)	$	46,663
Net loss attributable to the Company's stockholders	(8,911)
(1) Includes $3,271 of a deferred revenue haircut recognized during the three months ended June 30, 2020.
	Six months ended June 30, 2020
Revenues, net (1)	$	63,707
Net loss attributable to the Company's stockholders	(9,518)
(1) Includes $4,805 of a deferred revenue haircut recognized during the six months ended June 30, 2020.

Schedule of fair value of identifiable assets acquired and liabilities assumed for all acquisitions

The following table summarizes the preliminary purchase price allocation for this acquisition:

	Total
Accounts receivable	$	52,193
Prepaid expenses	4,295
Other current assets	68,001
Computer hardware and other property	4,302
Other intangible assets(1)	491,366
Other non-current assets	2,960
Operating lease right-of-use assets	25,099
Total assets	$	648,216
Accounts payable	3,474
Accrued expenses and other current liabilities	35,812
Current portion of deferred revenue	35,126
Current portion of operating lease liabilities	5,188
Deferred income taxes	47,467
Non-current portion of deferred revenue	628
Other non-current liabilities	52,908
Operating lease liabilities	20,341
Total liabilities	200,944
Fair value of acquired identifiable assets and liabilities	$	447,272
(1)Includes $3,966 of internally developed software in progress acquired.
Purchase price, net of cash(2)	944,220
Less: Fair value of acquired identifiable assets and liabilities	447,272
Goodwill	$	496,948
(2)The Company acquired cash of $20,777.

Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination

The following table summarizes the estimated fair value of DRG’s identifiable intangible assets acquired and their remaining weighted-average amortization period (in years):

	Fair Value as of February 28, 2020		Remaining Weighted - Average Amortization Period (in years)
Customer Relationships	$	381,000	17.6
Database and Content	50,200		4.7
Trade names	5,200		4.0
Purchased Software	23,000		6.4
Backlog	28,000		4.0
Total identifiable intangible assets	$	487,400

Business Acquisition, Pro Forma Information

Unaudited pro forma information for the Company for the periods presented as if the acquisition had occurred January 1, 2019 is as follows:

	Three Months Ended June 30,
	2020		2019
Pro forma revenues, net	$	276,771	$	286,137
Pro forma net income (loss) attributable to the Company's stockholders	1,925		(91,455)
	Six Months Ended June 30,
	2020		2019
Pro forma revenues, net	$	542,112	$	553,937
Pro forma net loss attributable to the Company's stockholders	(62,512)		(191,956)

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Accounts Receivable (Tables)

6 Months Ended

Jun. 30, 2020

Receivables [Abstract]

Schedule of Accounts Receivable

Our accounts receivable balance consists of the following as of June 30, 2020 and December 31, 2019:

	June 30,		December 31,
	2020		2019
Accounts receivable	$	290,234	$	350,369
Less: Accounts receivable allowance	(11,074)		(16,511)
Accounts receivable, net	$	279,160	$	333,858

Accounts Receivable, Allowance for Credit Loss

The activity in our accounts receivable allowance consists of the following:

Balance as of March 31, 2020	$	15,072
Write-offs	(4,896)
Additional provisions	787
Exchange differences	111
Balance as of June 30, 2020	$	11,074
Balance as of December 31, 2019	$	16,511
Opening balance sheet adjustment related to ASU 2016 -13 adoption	10,097
Write-offs	(15,939)
Additional provisions	787
Exchange differences	(382)
Balance as of June 30, 2020	$	11,074

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Computer Hardware and Other Property, Net (Tables)

6 Months Ended

Jun. 30, 2020

Property, Plant and Equipment [Abstract]

Schedule of computer hardware and other property, net

Computer hardware and other property, net consisted of the following:

	June 30, 2020		December 31, 2019
Computer hardware	$	27,928	$	24,620
Leasehold improvements	16,889		12,496
Furniture, fixtures and equipment	7,422		4,412
Total computer hardware and other property	52,239		41,528
Accumulated depreciation	(27,915)		(23,486)
Total computer hardware and other property, net	$	24,324	$	18,042

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Other Intangible Assets, net and Goodwill (Tables)

6 Months Ended

Jun. 30, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of identifiable intangible assets

The following tables summarize the gross carrying amounts and accumulated amortization of the Company’s identifiable intangible assets by major class:

	June 30, 2020						December 31, 2019
	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net
Finite-lived intangible assets
Customer relationships	$	657,935	$	(190,765)	$	467,170	$	280,493	$	(180,571)	$	99,922
Databases and content	1,811,209		(399,675)		1,411,534		1,755,323		(342,385)		1,412,938
Computer software	346,122		(164,996)		181,126		285,701		(135,919)		149,782
Trade names	6,770		(492)		6,278		1,570		—		1,570
Backlog	33,432		(2,457)		30,975		—		—		—
Finite-lived intangible assets	2,855,468		(758,385)		2,097,083		2,323,087		(658,875)		1,664,212
Indefinite-lived intangible assets
Trade names	164,466		—		164,466		164,428		—		164,428
Total intangible assets	$	3,019,934	$	(758,385)	$	2,261,549	$	2,487,515	$	(658,875)	$	1,828,640

Schedule of Goodwill

The following table summarizes changes in the carrying amount of goodwill for the six months ended June 30, 2020: 

Balance as of December 31, 2019	$	1,328,045
Acquisitions	496,948
Changes due to foreign currency fluctuations	(735)
Balance as of June 30, 2020	$	1,824,258

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Derivative Instruments (Tables)

6 Months Ended

Jun. 30, 2020

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Accumulated Other Comprehensive Income (Loss)

The following table summarizes the changes in AOCI (net of tax) related to cash flow hedges for the three and six months ended June 30, 2020:

AOCI balance at December 31, 2019	$	(2,778)
Derivative losses recognized in Other comprehensive loss	(3,160)
Amount reclassified out of Other comprehensive loss to Net loss	270
AOCI balance at March 31, 2020	$	(5,668)
Derivative losses recognized in Other comprehensive loss	$	(1,109)
Amount reclassified out of Other comprehensive loss to Net loss	855
AOCI Balance at June 30, 2020	$	(5,922)

The following table summarizes the changes in AOCI (net of tax) related to cash flow hedges for the three and six months ended June 30, 2019:

AOCI balance at December 31, 2018	$	3,644
Derivative losses recognized in Other comprehensive loss	(2,376)
Amount reclassified out of Other comprehensive loss to Net loss	430
AOCI balance at March 31, 2019	$	1,698
Derivative losses recognized in Other comprehensive loss	$	(4,247)
Amount reclassified out of Other comprehensive loss to Net loss	402
AOCI Balance at June 30, 2019	$	(2,147)

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Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2020

Fair Value Disclosures [Abstract]

Schedule of changes in the earn-out, Level 3

The following table presents the changes in the earn out, the only Level 3 item, for the three and six months ended June 30, 2020:
Balance as of December 31, 2019	$	11,100
Payment of earn out liability (1)	(8,000)
Revaluations included in earnings	380
Balance as of March 31, 2020	3,480
Payment of earn out liability	—
Revaluations included in earnings	130
Balance as of June 30, 2020	$	3,610
The following table presents the changes in the earn out, the only Level 3 item, for the three and six months ended June 30, 2019:
Balance as of December 31, 2018	$	7,075
Payment of earn out liability	—
Revaluations included in earnings	—
Balance as of March 31, 2019	7,075
Payment of earn out liability	—
Revaluations included in earnings	469
Balance as of June 30, 2019	$	7,544
(1) See Note 19 - “Commitments and Contingencies” for further details

Summary of the Company's assets and liabilities that were recognized at fair value on a recurring basis

The following table provides a summary of the Company's assets and liabilities that were recognized at fair value on a recurring basis as at June 30, 2020 and December 31, 2019:

	Level 1		Level 2		Level 3		Total Fair Value
June 30, 2020
Liabilities
Interest rate swap liability	$	—	$	8,182	$	—	$	8,182
Earn out liability	—		—		3,610		3,610
Contingent stock liability	—		64,660		$	—	64,660
Total	$	—	$	72,842	$	3,610	$	76,452
	Level 1		Level 2		Level 3		Total Fair Value
December 31, 2019
Liabilities
Interest rate swap liability	$	—	$	2,778	$	—	$	2,778
Earn out liability	—		—		11,100		11,100
Total	$	—	$	2,778	$	11,100	$	13,878

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Pension and Other Post-Retirement Benefits (Tables)

6 Months Ended

Jun. 30, 2020

Retirement Benefits [Abstract]

Schedule of net periodic benefit cost changes in plan assets and benefit obligations recognized in other comprehensive loss

The components of net periodic benefit cost recognized in other comprehensive loss were as follows:

	Three Months Ended June 30,
	2020		2019
Service cost	$	226	$	220
Interest cost	79		80
Expected return on plan assets	(40)		(40)
Amortization of actuarial gains	14		(20)
Net periodic benefit cost	$	279	$	240
	Six Months Ended June 30,
	2020		2019
Service cost	$	444	$	441
Interest cost	157		158
Expected return on plan assets	(79)		(80)
Amortization of actuarial gains	(52)		(38)
Net periodic benefit cost	$	470	$	481

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Debt (Tables)

6 Months Ended

Jun. 30, 2020

Debt Disclosure [Abstract]

Summary of debt

The following is a summary of the Company’s debt:  

		June 30, 2020				December 31, 2019
Type	Maturity	Interest Rate		Carrying Value		Interest Rate		Carrying Value
Senior secured notes	2026	4.500	%	700,000		4.500	%	700,000
Term loan facility	2026	3.178	%	1,253,700		5.049	%	900,000
Revolving credit facility	2024	—	%	—		5.049	%	65,000
Total debt outstanding				1,953,700				1,665,000
Deferred financing charges				(25,824)				(25,205)
Term loan facility, discount				(2,062)				(2,184)
Short-term debt, including current portion of long-term debt				(12,600)				(9,000)
Long-term debt, net of current portion and deferred financing charges				$	1,913,214			$	1,628,611

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Revenue (Tables)

6 Months Ended

Jun. 30, 2020

Revenue from Contract with Customer [Abstract]

Schedule of disaggregated revenues

The tables below show the Company's disaggregated revenues for the periods presented:

	Three Months Ended June 30,
	2020		2019
Subscription revenues	$	216,569	$	202,747
Transactional revenues	60,363		39,693
Total revenues, gross	276,932		242,440
Deferred revenues adjustment(1)	(3,432)		(131)
Total revenues, net	$	273,500	$	242,309
(1) Reflects the deferred revenues adjustment as a result of purchase accounting.
	Six Months Ended June 30,
	2020		2019
Subscription revenues	$	409,804	$	395,239
Transactional revenues	109,602		81,390
Total revenues, gross	519,406		476,629
Deferred revenues adjustment(1)	(5,314)		(295)
Total revenues, net	$	514,092	$	476,334
(1) Reflects the deferred revenues adjustment as a result of purchase accounting.

Schedule of contract balances

Contract Balances

	Accounts receivable, net		Current portion of deferred revenues		Non-current portion of deferred revenues
Opening (1/1/2020)	$	333,858	$	407,325	$	19,723
Closing (6/30/2020)	279,160		424,187		19,116
(Increase)/decrease	$	54,698	$	(16,862)	$	607
Opening (1/1/2019)	$	331,295	$	391,102	$	17,112
Closing (6/30/2019)	270,584		404,753		22,236
(Increase)/decrease	$	60,711	$	(13,651)	$	(5,124)

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Employment and Compensation Arrangements (Tables)

6 Months Ended

Jun. 30, 2020

Share-based Payment Arrangement [Abstract]

Share-based Payment Arrangement, Expensed and Capitalized, Amount

A summary of the Company’s share-based compensation is as follows:

	Three Months Ended June 30,
	2020		2019
Share-based compensation expense	$	6,856	$	33,932
Tax benefit recognized	$	(2,791)	$	85
	Six Months Ended June 30,
	2020		2019
Share-based compensation expense	$	24,325	$	37,108
Tax benefit recognized	$	(2,793)	$	163

Summary of stock option activity

The Company’s stock option activity is summarized below:

	Number of Options	Weighted Average Exercise Price per Share		Weighted-Average Remaining Contractual Life (in years)	Aggregate Intrinsic Value
Outstanding at December 31, 2019	20,880,225	$	12.18	7.3	$	105,119
Forfeited	(881,607)	12.13		0	—
Exercised	(7,438,787)	9.94		0	—
Outstanding as of June 30, 2020	12,559,831	13.50		6.5	112,436
Vested and exercisable at June 30, 2020	8,203,683	$	13.86	6.0	$	69,836

Share-based Payment Arrangement, Restricted Stock Unit, Activity

	Number of Shares	Weighted Average Grant Date Fair Value per Share
Outstanding as of December 31, 2019	293,182	$	16.75
Granted	1,382,557	20.22
Vested	(172,370)	20.87
Forfeited	(11,890)	19.97
Outstanding as of June 30, 2020	1,491,479	$	19.92

Schedule of Nonvested Performance-based Units Activity

	Number of Shares	Weighted Average Grant Date Fair Value per Share
Outstanding as of December 31, 2019	—	$	—
Granted	550,189	21.91
Outstanding as of June 30, 2020	550,189	$	21.91

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Earnings per Share (Tables)

6 Months Ended

Jun. 30, 2020

Earnings Per Share [Abstract]

Schedule of basic and diluted EPS computations for our common stock

The basic and diluted EPS computations for our ordinary shares are calculated as follows (in thousands, except share and per share amounts):

	Three Months Ended June 30,
	2020		2019
Basic/Diluted EPS
Net loss available to ordinary shareholders	$	(1,491)	$	(77,761)
Basic and diluted weighted-average number of ordinary shares outstanding	375,877,260		264,762,720
Basic and diluted EPS	$	—	$	(0.29)

	Six Months Ended June 30,
	2020		2019
Basic/Diluted EPS
Net loss available to ordinary shareholders	$	(75,492)	$	(137,021)
Basic and diluted weighted-average number of ordinary shares outstanding	359,503,556		241,275,061
Basic and diluted EPS	$	(0.21)	$	(0.57)

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Restructuring (Tables)

6 Months Ended

Jun. 30, 2020

Restructuring and Related Activities [Abstract]

Restructuring and Related Costs

The following table summarizes the activity related to the restructuring reserves for the Operation Simplification and Optimization Program:

Operation Simplification and Optimization Program	Severance and Related Benefit Costs		Costs Associated with Exit and Disposal Costs 1		Total
Reserve Balance as of December 31, 2019	$	9,506	$	—	$	9,506
Expenses recorded	6,574		1,180		7,754
Payments made	(6,647)		—		(6,647)
Reserve Balance as of March 31, 2020	9,433		1,180		10,613
Expenses recorded	4,865		2,749		7,614
Payments made	(4,297)		(199)		(4,496)
Reserve Balance as of June 30, 2020	$	10,001	$	3,730	$	13,731

¹Relates primarily to location exit costs and legal and advisory fees.

The following table is a summary of charges incurred related to the Operation Simplification and Optimization Program in the three and six months ended June 30, 2020.

	Three Months Ended June 30,
	2020		2019
Severance and related benefit costs	$	4,865	$	—
Costs associated with exit and disposal activities1	2,749		—
Costs associated with lease exit costs including impairment2	4,908		—
Total	$	12,522	$	—
	Six Months Ended June 30,
	2020		2019
Severance and related benefit costs	$	11,438	$	—
Costs associated with exit and disposal activities1	3,930		—
Costs associated with lease exit costs including impairment2	4,908		—
Total	$	20,276	$	—
1Relates primarily to contract exit costs and legal and advisory fees.
2Includes $4,771 of charges related to impairment of a lease and $137 of lease exit costs.

The following table summarizes the activity related to the restructuring reserves for the DRG Acquisition Integration:

DRG Acquisition Integration	Severance and Related Benefit Costs		Costs Associated with Exit and Disposal Costs 1		Total
Reserve balance as of December 31, 2019	$	—	$	—	$	—
Expenses recorded	3,312		12		3,324
Payments made	(1,252)		—		(1,252)
Reserve balance as of June 30, 2020	$	2,060	$	12	$	2,072

¹Relates primarily to legal and advisory fees.

The following table is a summary of charges incurred related to the DRG Acquisition Integration in the three and six months ended June 30, 2020.

	Three Months Ended June 30,
	2020
Severance and related benefit costs	$	3,312
Costs associated with exit and disposal activities1	12
Total	$	3,324
	Six Months Ended June 30,
	2020
Severance and related benefit costs	$	3,312
Costs associated with exit and disposal activities1	12
Total	$	3,324
1Relates primary to legal and advisory fees.

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Background and Nature of Operations - Sale of Stock (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended
	Jun. 30, 2020	Feb. 29, 2020	Feb. 28, 2020	Dec. 31, 2019
Subsidiary, Sale of Stock [Line Items]
Number of shares issued (in shares)	50,400,000	27,600,000
Sale of stock, price per share (usd per share)	$ 22.50	$ 20.25
Consideration received on transaction	$ 304,030
Clarivate
Subsidiary, Sale of Stock [Line Items]
Number of shares issued (in shares)	14,000,000
Onex and Baring | Ordinary Shares
Subsidiary, Sale of Stock [Line Items]
Ownership by other party			38.30%	70.80%
Selling Shareholders
Subsidiary, Sale of Stock [Line Items]
Number of shares issued (in shares)	36,400,000
Onex | Ordinary Shares
Subsidiary, Sale of Stock [Line Items]
Ownership by other party			18.40%
Baring | Ordinary Shares
Subsidiary, Sale of Stock [Line Items]
Ownership by other party			7.20%

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Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands	Jan. 01, 2020 USD ($)
Cumulative Effect, Period Of Adoption, Adjustment
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Accounts receivable, allowance for credit loss	$ 9,319

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Business Combinations - Narrative (Details)			3 Months Ended			6 Months Ended
	Feb. 28, 2020 USD ($)	May 13, 2019 USD ($) $ / shares shares	Jun. 30, 2020 USD ($)	Mar. 31, 2020	Jun. 30, 2019 USD ($)	Jun. 30, 2020 USD ($) shares	Jun. 30, 2019 USD ($)
Business Acquisition [Line Items]
Conversion ratio				132.13667
Newly issued ordinary shares (in shares) | shares						2,895,638
Percentage of ownership		74.00%
Goodwill, purchase accounting adjustments						$ 2,100,000
Expense reduction increase (decrease)			$ (1,261,000)		$ 1,261,000	$ (26,187,000)	$ 26,626,000
Churchill Sponsor LLC
Business Acquisition [Line Items]
Percentage of ownership		26.00%
Jersey
Business Acquisition [Line Items]
Total purchase price		$ 3,052,500,000
Newly issued ordinary shares (in shares) | shares		305,250,000
Newly issued shares value (in dollars per share) | $ / shares		$ 10.00
Warrants excluded from ownership calculation (in shares) | shares		52,800,000
Compensatory options issued, excluded from ownership calculation (in shares) | shares		24,806,793
Ordinary shares owned by sponsor, excluded from ownership calculation (in shares) | shares		10,600,000
Jersey | Clarivate
Business Acquisition [Line Items]
Conversion ratio		132.13667
Decision Resources Group
Business Acquisition [Line Items]
Total purchase price	$ 964,997,000
Newly issued ordinary shares (in shares) | shares						2,895,638
Value of Clarivate stock issued	$ 2,895,638,000
Percentage of ownership after transaction	100.00%
Purchase price, net of cash	$ 900,000,000
Adjusted closing cash paid on the closing	6,100,000
Contingent consideration, liability	58,897,000		64,660,000			$ 64,660,000
Increase in contingent stock consideration			4,575,000			5,763,000
Acquisition cost expensed			$ 5,702,000			$ 25,465,000
DRG Acquisition
Business Acquisition [Line Items]
Purchase price, net of cash	$ 944,220,000
Company Owners | Jersey
Business Acquisition [Line Items]
Newly issued ordinary shares (in shares) | shares		217,500,000
Value of Clarivate stock issued		$ 2,175,000,000
Churchill Public Shareholders | Jersey
Business Acquisition [Line Items]
Newly issued ordinary shares (in shares) | shares		68,999,999
Value of Clarivate stock issued		$ 690,000,000
Churchill Sponsor LLC | Jersey
Business Acquisition [Line Items]
Total purchase price		$ 187,500,000
Newly issued ordinary shares (in shares) | shares		17,250,000
Certain Investors | Jersey
Business Acquisition [Line Items]
Newly issued ordinary shares (in shares) | shares		1,500,000

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Business Combinations - Sales and Net Earnings (Details) - Decision Resources Group Acquisition - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2020
Business Combination, Separately Recognized Transactions [Line Items]
Revenues, net	$ 46,663	$ 63,707
Net loss attributable to the Company's stockholders	(8,911)	(9,518)
Deferred revenue haircut	$ 3,271	$ 4,805

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Business Combinations - Acquired Assets and Liabilities (Details) - USD ($) $ in Thousands	Feb. 28, 2020	Jun. 30, 2020	Dec. 31, 2019
Business Acquisition [Line Items]
Goodwill		$ 1,824,258	$ 1,328,045
DRG Acquisition
Business Acquisition [Line Items]
Accounts receivables	$ 52,193
Prepaid expenses	4,295
Other current assets	68,001
Computer hardware and other property	4,302
Other intangible assets	491,366
Other non-current assets	2,960
Operating lease right-of-use assets	25,099
Total assets	648,216
Accounts payable	3,474
Accrued expenses and other current liabilities	35,812
Current portion of deferred revenue	35,126
Current portion of operating lease liabilities	5,188
Deferred income taxes	47,467
Non-current portion of deferred revenue	628
Other non-current liabilities	52,908
Operating lease liabilities	20,341
Total liabilities	200,944
Fair value of acquired identifiable assets and liabilities	447,272
Purchase price, net of cash	944,220
Goodwill	496,948
Cash and equivalents	20,777
Database and Content | DRG Acquisition
Business Acquisition [Line Items]
Other intangible assets	$ 3,966

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Business Combinations - Intangible Assets (Details) - DRG Acquisition - USD ($) $ in Thousands		6 Months Ended
	Feb. 28, 2020	Jun. 30, 2020
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value as of February 28, 2020	$ 487,400
Customer Relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value as of February 28, 2020	381,000
Remaining Weighted - Average Amortization Period (in years)		17 years 7 months 6 days
Database and Content
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value as of February 28, 2020	50,200
Remaining Weighted - Average Amortization Period (in years)		4 years 8 months 12 days
Customer relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value as of February 28, 2020	5,200
Remaining Weighted - Average Amortization Period (in years)		4 years
Purchased Software
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value as of February 28, 2020	23,000
Remaining Weighted - Average Amortization Period (in years)		6 years 4 months 24 days
Backlog
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value as of February 28, 2020	$ 28,000
Remaining Weighted - Average Amortization Period (in years)		4 years

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Business Combinations - Proforma Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Business Combinations [Abstract]
Pro forma revenues, net	$ 276,771	$ 286,137	$ 542,112	$ 553,937
Pro forma net income (loss) attributable to the Company's stockholders	$ 1,925	$ (91,455)	$ (62,512)	$ (191,956)

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Divested Operations (Details) - Brand Protection, AntiPiracy, and AntiFraud Solutions - Discontinued Operations, Disposed of by Sale - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2019	Jan. 01, 2020
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Purchase price		$ 3,751
Impairment of finite lived assets	$ 18,431
Impairment of intangible assets	17,967
Goodwill, impairment loss	$ 468

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Accounts Receivable - Accounts Receivable Balance (Details) - USD ($) $ in Thousands	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2019	Jun. 30, 2019	Dec. 31, 2018
Receivables [Abstract]
Accounts receivable	$ 290,234		$ 350,369
Less: Accounts receivable allowance	(11,074)	$ (15,072)	(16,511)
Accounts receivable, net	$ 279,160		$ 333,858	$ 270,584	$ 331,295

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Accounts Receivable - Allowance Activity (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Beginning balance	$ 15,072		$ 16,511
Write-offs	(4,896)	$ (2,321)	(15,939)	$ (2,321)
Additional provisions	787		787
Opening balance sheet adjustment related to ASU 2016 -13 adoption			10,097
Exchange differences	111		(382)
Ending balance	$ 11,074		$ 11,074

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Accounts Receivable - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Receivables [Abstract]
Write-offs	$ (4,896)	$ (2,321)	$ (15,939)	$ (2,321)

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Leases - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2020
Leases [Abstract]
Sublease income	$ (709)	$ (709)
Noncash impairment related to leases		4,771
Decrease in operating lease right of use asset		$ 4,771

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Computer Hardware and Other Property, Net (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019	Dec. 31, 2019
Property, Plant and Equipment [Line Items]
Total computer hardware and other property	$ 52,239		$ 52,239		$ 41,528
Accumulated depreciation	(27,915)		(27,915)		(23,486)
Total computer hardware and other property, net	24,324		24,324		18,042
Depreciation	2,904	$ 2,131	5,233	$ 4,182
Computer hardware
Property, Plant and Equipment [Line Items]
Total computer hardware and other property	27,928		27,928		24,620
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total computer hardware and other property	16,889		16,889		12,496
Furniture, fixtures and equipment
Property, Plant and Equipment [Line Items]
Total computer hardware and other property	$ 7,422		$ 7,422		$ 4,412

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Other Intangible Assets, net and Goodwill - Other Intangible Assets, net (Details) - USD ($) $ in Thousands	Jun. 30, 2020	Dec. 31, 2019
Goodwill And Intangible Assets [Line Items]
Finite-lived intangible assets, Gross	$ 2,855,468	$ 2,323,087
Finite-lived intangible assets, Accumulated Amortization	(758,385)	(658,875)
Total finite-lived intangible assets	2,097,083	1,664,212
Intangible assets, Gross	3,019,934	2,487,515
Total intangible assets	2,261,549	1,828,640
Trade names
Goodwill And Intangible Assets [Line Items]
Indefinite-lived intangible assets, gross	164,466	164,428
Customer relationships
Goodwill And Intangible Assets [Line Items]
Finite-lived intangible assets, Gross	657,935	280,493
Finite-lived intangible assets, Accumulated Amortization	(190,765)	(180,571)
Total finite-lived intangible assets	467,170	99,922
Databases and content
Goodwill And Intangible Assets [Line Items]
Finite-lived intangible assets, Gross	1,811,209	1,755,323
Finite-lived intangible assets, Accumulated Amortization	(399,675)	(342,385)
Total finite-lived intangible assets	1,411,534	1,412,938
Computer software
Goodwill And Intangible Assets [Line Items]
Finite-lived intangible assets, Gross	346,122	285,701
Finite-lived intangible assets, Accumulated Amortization	(164,996)	(135,919)
Total finite-lived intangible assets	181,126	149,782
Trade names
Goodwill And Intangible Assets [Line Items]
Finite-lived intangible assets, Gross	6,770	1,570
Finite-lived intangible assets, Accumulated Amortization	(492)	0
Total finite-lived intangible assets	6,278	$ 1,570
Backlog
Goodwill And Intangible Assets [Line Items]
Finite-lived intangible assets, Gross	33,432
Finite-lived intangible assets, Accumulated Amortization	(2,457)
Total finite-lived intangible assets	$ 30,975

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Other Intangible Assets, net and Goodwill - Narrative (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Finite-Lived Intangible Assets [Line Items]
Amortization		$ (53,241)	$ (40,932)	$ (102,353)	$ (97,038)
Customer First Now
Finite-Lived Intangible Assets [Line Items]
Asset acquisition, consideration transferred	$ 6,446
Finite-Lived Intangible Assets, Period Increase (Decrease)	$ 6,446
Remaining Weighted - Average Amortization Period (in years)	4 years 8 months 12 days
Databases | Customer First Now
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Period Increase (Decrease)	$ 5,446
Remaining Weighted - Average Amortization Period (in years)	5 years
Computer software | Customer First Now
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Period Increase (Decrease)	$ 1,000
Remaining Weighted - Average Amortization Period (in years)	3 years

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Other Intangible Assets, net and Goodwill - Goodwill (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2020 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill, beginning balance	$ 1,328,045
Acquisitions	496,948
Changes due to foreign currency fluctuations	(735)
Goodwill, ending balance	$ 1,824,258

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Derivative Instruments (Details) - USD ($) $ in Thousands			1 Months Ended			3 Months Ended	6 Months Ended
	Feb. 28, 2018	Mar. 31, 2017	Mar. 31, 2020	May 31, 2019	Apr. 30, 2019	Jun. 30, 2020	Jun. 30, 2020	Dec. 31, 2019
Derivative Instruments
Gain (loss) on derivative, net						$ 0	$ 979
Gain on derivative			$ 1,737
Derivative, fixed interest rate						1.695%	1.695%	2.183%
Interest rate swap asset
Derivative Instruments
Interest payments	$ 50,000	$ 300,000		$ 100,000	$ 50,000
Noncurrent assets | Interest rate swap asset
Derivative Instruments
Fair value, gross asset								$ 2,778
Recurring | Interest rate swap asset
Derivative Instruments
Derivative liability						$ 8,182	$ 8,182	$ 2,778
Level 2 | Recurring | Interest rate swap asset
Derivative Instruments
Derivative liability						$ 8,182	$ 8,182
LIBOR
Derivative Instruments
Basis spread on variable						1.00%	1.00%	0.00%

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Derivative Instruments - Changes in AOCI (net of tax) (Details) - USD ($) $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2020	Mar. 31, 2020	Jun. 30, 2019	Mar. 31, 2019	Jun. 30, 2020	Jun. 30, 2019
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance at beginning of the period	$ 2,093,126	$ 1,360,412	$ 990,753	$ 1,050,607	$ 1,360,412	$ 1,050,607
Comprehensive income	(2,280)	(8,470)	(3,861)	(3,770)	(10,750)	(7,631)
Balance at end of the period	2,382,589	2,093,126	1,356,654	990,753	2,382,589	1,356,654
Derivative gains (losses) recognized in other comprehensive income (loss)
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance at beginning of the period	(5,668)	(2,778)	1,698	3,644	(2,778)	3,644
Comprehensive income	(1,109)	(3,160)	(4,247)	(2,376)
Balance at end of the period	(5,922)	(5,668)	(2,147)	1,698	$ (5,922)	$ (2,147)
Derivative gains (losses) recognized in other comprehensive income (loss) | Amount reclassified out of other comprehensive income (loss) to net loss
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Comprehensive income	$ 855	$ 270	$ 402	$ 430

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Fair Value Measurements - Changes in the earn-out, Level 3 (Details) - USD ($) $ in Thousands	3 Months Ended			6 Months Ended
	Jun. 30, 2020	Mar. 31, 2020	Mar. 31, 2019	Jun. 30, 2019
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at the beginning of the period	$ 3,480	$ 11,100	$ 7,075	$ 7,075
Balance at the end of the period		3,480	7,075
Recurring | Level 3
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Payment of Earn-out liability	0	(8,000)	0	0
Revaluations included in earnings	130	$ 380	$ 0	469
Balance at the end of the period	$ 3,610			$ 7,544

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Fair Value Measurements - Assets and liabilities that were recognized at fair value on a recurring basis (Details) - Recurring - USD ($) $ in Thousands	Jun. 30, 2020	Dec. 31, 2019
Liabilities
Contingent stock liability	$ 64,660
Total	76,452	$ 13,878
Earn-out
Liabilities
Earn out liability	3,610	11,100
Level 2
Liabilities
Contingent stock liability	64,660
Total	72,842	2,778
Level 3
Liabilities
Total	3,610	11,100
Level 3 | Earn-out
Liabilities
Earn out liability	3,610	11,100
Interest rate swap asset
Liabilities
Interest rate swap liability	8,182	$ 2,778
Interest rate swap asset | Level 2
Liabilities
Interest rate swap liability	$ 8,182

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Pension and Other Post-Retirement Benefits - Benefit costs (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Retirement Benefits [Abstract]
Service costs	$ 226	$ 220	$ 444	$ 441
Interest cost	79	80	157	158
Expected return on plan assets	(40)	(40)	(79)	(80)
Amortization of actuarial gains	14	(20)	(52)	(38)
Net periodic benefit cost	$ 279	$ 240	$ 470	$ 481

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Debt - Summary of Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2020	Dec. 31, 2019
Debt Instrument [Line Items]
Total debt outstanding	$ 1,953,700	$ 1,665,000
Deferred financing charges	(25,824)	(25,205)
Term loan facility, discount	(2,062)	(2,184)
Short-term debt, including current portion of long-term debt	(12,600)	(9,000)
Long-term debt, net of current portion and deferred financing charges	$ 1,913,214	$ 1,628,611
Senior unsecured notes
Debt Instrument [Line Items]
Interest Rate	4.50%	4.50%
Total debt outstanding	$ 700,000	$ 700,000
Term loan facility
Debt Instrument [Line Items]
Interest Rate	3.178%	5.049%
Total debt outstanding	$ 1,253,700	$ 900,000
Revolving Credit Facility
Debt Instrument [Line Items]
Interest Rate	0.00%	5.049%
Total debt outstanding	$ 0	$ 65,000

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Debt - Narrative (Details) - USD ($)	6 Months Ended
	Jun. 30, 2020	Dec. 31, 2019	Oct. 31, 2019
Debt Instrument [Line Items]
Aggregate principal amount	$ 1,953,700,000	$ 1,665,000,000
Term Loan - DRG Acquisition
Debt Instrument [Line Items]
Aggregate principal amount		360,000,000
Bridge Facility - DRG Acquisition
Debt Instrument [Line Items]
Borrowing capacity			$ 950,000,000
Senior Unsecured Note
Debt Instrument [Line Items]
Collateralized amount	9,646,000
Revolving Credit Facility
Debt Instrument [Line Items]
Repayments of lines of credit	$ 65,000,000
Commitment fee	0.50%
Collateralized amount	$ 4,937,000
Letter of credit
Debt Instrument [Line Items]
Collateralized amount	37,000
Level 2
Debt Instrument [Line Items]
Long-term debt, fair value	$ 1,915,906,000	$ 1,692,750,000

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Revenue - Disaggregated Revenues and Cost to Obtain a Contract (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Disaggregation of revenues
Total revenues, gross	$ 276,932	$ 242,440	$ 519,406	$ 476,629
Deferred revenues adjustment	(3,432)	(131)	(5,314)	(295)
Revenues	273,500	242,309	514,092	476,334
Subscription revenues
Disaggregation of revenues
Total revenues, gross	216,569	202,747	409,804	395,239
Transaction revenues
Disaggregation of revenues
Total revenues, gross	$ 60,363	$ 39,693	$ 109,602	$ 81,390

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Revenue - Contract Balances and Transaction Price Allocated to the Remaining Performance Obligation (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
Accounts Receivable
Accounts Receivables - Opening	$ 333,858	$ 331,295
Accounts Receivables - Closing	279,160	270,584
(Increase)/decrease	54,698	60,711
Current portion of deferred revenues
Current portion of deferred revenues - Opening	407,325	391,102
Current portion of deferred revenues - Closing	424,187	404,753
(Increase)/decrease	(16,862)	(13,651)
Non-current portion of deferred revenues
Non-current portion of deferred revenues - Opening	19,723	17,112
Non-current portion of deferred revenues - Closing	19,116	22,236
(Increase)/decrease	607	$ (5,124)
Revenue recognized	$ 181,146

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Revenue - Transaction Price Allocated to the Remaining Performance Obligation (Details) $ in Thousands	3 Months Ended
	Jun. 30, 2020 USD ($)
Revenue from Contract with Customer [Abstract]
Remaining performance obligation, amount	$ 63,653
Remaining performance obligation, percentage	35.00%
Expected to be recognized within the following year	20.10%
Expected to be recognized in 3 to 10 years	14.90%
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-07-01
Transaction Price Allocated to the Remaining Performance Obligation
Percentage of remaining performance obligation	65.00%
Expected timing of satisfaction, period	12 months

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Shareholders' Equity (Details)				2 Months Ended	3 Months Ended		6 Months Ended
	Mar. 23, 2020 $ / shares shares	May 13, 2019	Mar. 31, 2017	Feb. 21, 2020 $ / shares shares	Jun. 30, 2020 voting_right $ / shares shares	Mar. 31, 2020	Jun. 30, 2020 voting_right $ / shares shares	Dec. 31, 2019 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period		3 years	5 years		5 years
Capital stock issued (in shares)					387,335,119		387,335,119	306,874,115
Capital stock outstanding (in shares)					387,335,119		387,335,119	306,874,115
Capital stock, par value (in dollar per share) | $ / shares					$ 0.00		$ 0.00	$ 0
Treasury shares (in shares)					0		0	0
Voting rights per share | voting_right					1		1
Conversion ratio						132.13667
Warrants outstanding (in shares)					0		0
Shares issuable (in shares)							2,895,638
Warrant
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Capital stock issued (in shares)	4,747,432
Number of shares called per warrant				24,132,666
Conversion ratio	0.4626			1
Warrant exercise price (usd per share) | $ / shares				$ 11.50
Redemption price per share (usd per share) | $ / shares	$ 0.01
Warrants redeemed (in shares)	4,649

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Employment and Compensation Arrangements (Details) - USD ($)			3 Months Ended	6 Months Ended
	May 13, 2019	Mar. 31, 2017	Jun. 30, 2020	Jun. 30, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	3 years	5 years	5 years
Incentive Award Plan 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Authorized grants (in shares)					60,000,000
Stock options not granted (in shares)			40,876,101	40,876,101
Unrecognized compensation cost			$ 27,192,000	$ 27,192,000
Recognition period of unrecognized compensation cost			5 years 10 months 24 days
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Contractual term			1 year
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Contractual term			10 years
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercises in period (in shares)			3,723,332	7,438,787
Tax benefit from the exercised options			$ 1,603,000	$ (3,489,000)
Restricted Stock Units (RSUs) | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period				1 year
Restricted Stock Units (RSUs) | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period				3 years
Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period				3 years

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Employment and Compensation Arrangements - Share-based compensation expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		14 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020
Share-based Payment Arrangement [Abstract]
Share-based compensation expense	$ 6,856	$ 33,932	$ 24,325	$ 37,108	$ 25,013
Tax benefit recognized	$ (2,791)	$ 85	$ (2,793)	$ 163

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Employment and Compensation Arrangements - Stock Option Activity (Details) - Stock Options - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Mar. 31, 2020	Jun. 30, 2020
Number of Options
Outstanding at beginning of year (in shares)		20,880,225	20,880,225
Forfeited (in shares)	(881,607)
Exercised (in shares)	(3,723,332)		(7,438,787)
Outstanding at end of year (in shares)	12,559,831		12,559,831
Vested and exercisable (in shares)	8,203,683		8,203,683
Weighted Average Exercise Price per Share
Outstanding at beginning of year (usd per share)		$ 12.18	$ 12.18
Forfeited (usd per share)	$ 12.13
Exercised (usd per share)	9.94
Outstanding at end of year (usd per share)	13.50		13.50
Vested and exercisable (usd per share)	$ 13.86		$ 13.86
Weighted Average Remaining Contractual Life
Outstanding at beginning of year	6 years 6 months	7 years 3 months 18 days
Outstanding at end of year	6 years 6 months	7 years 3 months 18 days
Vested and exercisable	6 years
Aggregate Intrinsic Value
Outstanding at beginning of year		$ 105,119	$ 105,119
Outstanding at end of year	$ 112,436		112,436
Vested and exercisable	$ 69,836		$ 69,836

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Employment and Compensation Arrangements - Restricted Stock Units (RSUs) and Performance Based Units (PSUs) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2020
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Granted (in shares)		550,189
Weighted Average Grant Date Fair Value per Share
Granted (in USD per share)		$ 21.91
Fair value of RSUs vested	$ 56	$ 2,920
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Beginning balance (in shares)		293,182
Granted (in shares)		1,382,557
Vested (in shares)		(172,370)
Forfeited (in shares)		(11,890)
Ending balance (in shares)	1,491,479	1,491,479
Weighted Average Grant Date Fair Value per Share
Beginning balance (in USD per share)		$ 16.75
Granted (in USD per share)		20.22
Vested (in USD per share)		20.87
Forfeited (in USD per share)		19.97
Ending balance (in USD per share)	$ 19.92	$ 19.92
Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Beginning balance (in shares)		0
Ending balance (in shares)	550,189	550,189
Weighted Average Grant Date Fair Value per Share
Beginning balance (in USD per share)		$ 0
Ending balance (in USD per share)	$ 21.91	$ 21.91

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Employment and Compensation Arrangements - 2019 Transaction Related Awards (Details) - USD ($) $ / shares in Units, $ in Thousands				3 Months Ended		6 Months Ended		14 Months Ended
	May 13, 2019	Mar. 12, 2019	Mar. 31, 2017	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average risk-free interest rate	2.20%
Expected volatility rate	20.00%
Weighted-average expected dividend yield	0.00%
Share-based compensation expense				$ 6,856	$ 33,932	$ 24,325	$ 37,108	$ 25,013
Number of nonvested shares (in shares)	5,309,713
Vesting period	3 years		5 years	5 years
Awards vested limit, before second anniversary				33.00%		33.00%		33.00%
Awards vested limit, before third anniversary				66.00%		66.00%		66.00%
Merger shares expense								$ 48,102
Stock issuance cost for stock with time vesting conditions								1,193
Cost related to founder shares								4,411
Cost offset related to warrants								6,297
Shares issued (in shares)		1,500,000
Proceeds from issuance of ordinary shares						$ 843,766	$ 0
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Discount or lack of marketability	3.00%
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Discount or lack of marketability	7.00%
Common Class B [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Proceeds from issuance of ordinary shares		$ 15,000
Vesting Price Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Cost offset from performance vesting shares								13,101
Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period						3 years
Performance Shares | Vesting Price One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Cost offset from performance vesting shares								$ 9,396
Vesting price (usd per share)	$ 15.25
Performance Shares | Vesting Price Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting price (usd per share)	17.50
Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share price (usd per share)	$ 15.25
Number of nonvested shares (in shares)	2,654,856
Period after closing for sale price of share	42 months
Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share price (usd per share)	$ 17.50				$ 17.50		$ 17.50
Number of nonvested shares (in shares)	2,654,856				17,265,826		17,265,826
Transaction Related Awards 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Issuable shares (in shares)	7,000,000
Share price (usd per share)	$ 20.00
Weighted-average risk-free interest rate	1.33%
Expected volatility rate	20.00%
Weighted-average expected dividend yield	0.00%
Share-based compensation expense				$ 0		$ 13,720

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Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Income Tax Disclosure [Abstract]
Benefit (provision) for income taxes	$ 5,385	$ (3,712)	$ (9,368)	$ (3,952)
Income (loss) before taxes	$ (6,876)	$ (74,049)	$ (66,124)	$ (133,069)

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Earnings per Share - Narrative (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2020 shares	Mar. 31, 2020	Jun. 30, 2019 shares
Earnings Per Share [Abstract]
Antidilutive shares (in shares)	35,797,137		85,052,934
Conversion ratio		132.13667

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Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Basic/Diluted EPS
Loss available to common stockholders	$ (1,491)	$ (77,761)	$ (75,492)	$ (137,021)
Basic and diluted weighted-average number of common shares outstanding (in shares)	375,877,260	264,762,720	359,503,556	241,275,061
Basic and diluted (usd per share)	$ (0.00)	$ (0.29)	$ (0.21)	$ (0.57)

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Commitments and Contingencies (Details) - USD ($) $ in Thousands		6 Months Ended
	Feb. 28, 2020	Jun. 30, 2020	Dec. 31, 2019
Commitments and Contingencies
Shares issuable (in shares)		2,895,638
Publons
Commitments and Contingencies
Additional payments to acquire business		$ 9,500
Total purchase price		0
TrademarkVision
Commitments and Contingencies
Total purchase price		8,000
Contingent stock liability		0	$ 8,000
Decision Resources Group
Commitments and Contingencies
Additional payments to acquire business	$ 58,897	64,660
Total purchase price	$ 964,997
Contingent stock liability		$ 5,763
Shares issuable (in shares)		2,895,638
Accrued expenses and other current liabilities | Publons
Commitments and Contingencies
Contingent stock liability		$ 3,610	$ 3,100

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Related Party and Former Parent Transactions - Narrative (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019	Dec. 31, 2019
Related Party and Former Parent Transactions
Consulting fee in operating expenses	$ 0	$ 158,000	$ 0	$ 389,000
Onex Partners Advisor LP
Related Party and Former Parent Transactions
Consulting fee in operating expenses	$ 0	112,000	$ 0	327,000
Interest per annum	0.10%		0.10%
Outstanding liability	$ 70,000		$ 70,000		$ 3,000
Management fee		5,400,000
Baring
Related Party and Former Parent Transactions
Consulting fee in operating expenses	0	79,000	0	79,000
Outstanding liability	0		0		0
Management fee		2,100,000
Controlled Affiliate Of Baring
Related Party and Former Parent Transactions
Outstanding liability	125,000		125,000		160,000
Payments to related party for supplies	227,000	78,000	245,000	318,000
Chief Executive Officer [Member]
Related Party and Former Parent Transactions
Outstanding liability	0		0		$ 10,000
Payments to related party for supplies	0
Member of key management
Related Party and Former Parent Transactions
Amounts of transaction	$ 0	$ 200,000	$ 0	$ 278,000

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Restructuring - Rollforward (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Mar. 31, 2020	Jun. 30, 2020	Jun. 30, 2019
Restructuring Reserve [Roll Forward]
Expenses recorded			$ 4,771	$ 0
Operation Simplification and Optimization Program
Restructuring Reserve [Roll Forward]
Beginning balance	$ 10,613	$ 9,506	9,506
Expenses recorded	7,614	7,754
Payments made	(4,496)	(6,647)
Ending balance	13,731	10,613	13,731
DRG Acquisition Integration Program
Restructuring Reserve [Roll Forward]
Beginning balance		0	0
Expenses recorded	3,324		3,324
Payments made			(1,252)
Ending balance	2,072		2,072
Severance and Related Benefit Costs | Operation Simplification and Optimization Program
Restructuring Reserve [Roll Forward]
Beginning balance	9,433	9,506	9,506
Expenses recorded	4,865	6,574
Payments made	(4,297)	(6,647)
Ending balance	10,001	9,433	10,001
Severance and Related Benefit Costs | DRG Acquisition Integration Program
Restructuring Reserve [Roll Forward]
Beginning balance		0	0
Expenses recorded	3,312		3,312
Payments made			(1,252)
Ending balance	2,060		2,060
Exit and Disposal Costs | Operation Simplification and Optimization Program
Restructuring Reserve [Roll Forward]
Beginning balance	1,180	0	0
Expenses recorded	2,749	1,180
Payments made	(199)	0
Ending balance	3,730	1,180	3,730
Exit and Disposal Costs | DRG Acquisition Integration Program
Restructuring Reserve [Roll Forward]
Beginning balance		$ 0	0
Expenses recorded	12		12
Payments made			0
Ending balance	$ 12		$ 12

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Restructuring - Cost (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Restructuring Cost and Reserve [Line Items]
Lease impairment loss			$ 4,771
Loss on termination of lease			137
Operation Simplification and Optimization Program
Restructuring Cost and Reserve [Line Items]
Restructuring charges	$ 12,522	$ 0	20,276	$ 0
Severance and Related Benefit Costs | Operation Simplification and Optimization Program
Restructuring Cost and Reserve [Line Items]
Restructuring charges	4,865	0	11,438	0
Exit and Disposal Costs | Operation Simplification and Optimization Program
Restructuring Cost and Reserve [Line Items]
Restructuring charges	2,749	0	3,930	0
Lease Exist Cost Including Impairment | Operation Simplification and Optimization Program
Restructuring Cost and Reserve [Line Items]
Restructuring charges	$ 4,908	$ 0	$ 4,908	$ 0

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Subsequent Events (Details) - Subsequent Event	Jul. 29, 2020 USD ($) shares
Subsequent Event [Line Items]
Repayments of Assumed Debt	$ 400,000
Repayments of Assumed Liability With New Debt	$ 1,500,000
Redtop
Subsequent Event [Line Items]
Shares to be issued (in shares) | shares	218,306,663
Ownership percentage	35.00%
Bridge Facility
Subsequent Event [Line Items]
Borrowing capacity	$ 1,500,000

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Label	Element	Value
Restricted Cash	us-gaap_RestrictedCash	$ 2,010,000
Restricted Cash	us-gaap_RestrictedCash	$ 9,000
Common Stock [Member]
Stock Issued During Period, Shares, Conversion of Units	us-gaap_StockIssuedDuringPeriodSharesConversionOfUnits	215,880,202