Clarivate公布截至2026年9月30日季度及九个月业绩：九个月收入14.724亿美元，LS&H业务于10月6日完成出售

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2026

☐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)

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities

Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),

and (2) has been subject to such filing requirements for the past 90 days.  Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted

pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the

registrant was required to submit such files).  Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller

reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller

reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for

complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

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

The number of ordinary shares of the Company outstanding as of September 30, 2026, was 639,904,301.

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Cautionary Note Regarding Forward-Looking Statements

This quarterly report includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions, or

projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements”

within the meaning of the “safe harbor provisions” of the Private Securities Litigation Reform Act of 1995. These forward-

looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,”

“estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “will,” or “should” or, in each case,

their negative or other variations or comparable terminology. These forward-looking statements include all matters that are

not historical facts. They appear in a number of places throughout this quarterly report and include statements regarding our

intentions, beliefs, or current expectations concerning, among other things, any future strategic transactions we may explore,

the anticipated use of proceeds from the divestiture of our Life Sciences & Healthcare business and any related cost savings

or other benefits, our results of operations, financial condition, liquidity, capital allocation plans and share repurchases,

foreign exchange impacts, our prospects, growth, strategies and shareholder value, the markets in which we operate, the

impact or anticipated benefits of our Value Creation Plan and other growth strategies, the global macroeconomic uncertainty

and volatility, the impact of artificial intelligence (“AI”) on our business and strategy, and the timing of any of the foregoing.

Such forward-looking statements are based on available current market material and management’s expectations, beliefs, and

forecasts concerning future events impacting us. Factors that may impact such forward-looking statements include:

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

relationships with such third parties;

•increased access to free or relatively inexpensive information sources;

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

competition;

•our ability to maintain high annual renewal rates;

•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;

•reductions in customers’ research budgets or government funding;

•the success of our Value Creation Plan;

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

•the effectiveness of our business continuity plans;

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

investments, or dispositions;

•our exposure to risk from the international scope of our operations, including potentially adverse tax consequences

from the international scope of our operations and our corporate and financing structure;

•our exposure to risk from having operations and employees in Israel;

•the strength of our brand and reputation;

•our level of indebtedness;

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

•our ability to leverage AI in our products and services;

•our exposure to risk from the regulation of AI and other evolving technologies;

•any significant disruption in or unauthorized access to or breaches of our computer systems or those of third parties

that we utilize in our operations, including those relating to cybersecurity or arising from cyberattacks;

•our ability to comply with applicable data privacy and cybersecurity laws, rules, and regulations;

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

•other factors beyond our control.

The forward-looking statements contained in this quarterly report are based on our current expectations and beliefs

concerning future developments and their potential effects on us. There can be no assurance that future developments

affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks and

uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be

materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties

include, but are not limited to, those factors described in Item 1A. Risk Factors of this quarterly report and Item 1A. Risk

Factors in our most recently filed annual report on Form 10-K. Should one or more of these risks or uncertainties materialize,

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or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these

forward-looking statements. We do not undertake any obligation to update or revise any forward-looking statements, whether

as a result of new information, future events, or otherwise, except as may be required under applicable securities laws.

Defined Terms and Presentation

We employ a number of defined terms in this quarterly report for clarity and ease of reference, which we have capitalized so

that you may recognize them as such. As used throughout this quarterly report, unless otherwise indicated or the context

otherwise requires, the terms “Clarivate,” the “Company,” “our,” “us,” and “we” refer to Clarivate Plc and its consolidated

subsidiaries.

Unless otherwise indicated, throughout this quarterly report, dollar and euro amounts are presented in millions, except for per

share amounts.

Website and Social Media Disclosure

We use our website (www.clarivate.com) and corporate social media accounts on Facebook, X, and LinkedIn (@Clarivate) as

routine channels of distribution of company information, including news releases, analyst presentations, and supplemental

financial information, as a means of disclosing material non-public information and for complying with our disclosure

obligations under Regulation FD promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities

Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Accordingly, investors should monitor our website and our corporate Facebook, X, and LinkedIn accounts in addition to

following press releases, SEC filings, and public conference calls and webcasts. Additionally, we provide notifications of

news or announcements as part of our investor relations website. Investors and others can receive notifications of new

information posted on our investor relations website in real time by signing up for email alerts.

None of the information provided on our website, in our press releases, public conference calls, and webcasts, or through

social media channels is incorporated into, or deemed to be a part of, this quarterly report or in any other report or document

we file with or furnish to the SEC, and any references to our website or our social media channels are intended to be inactive

textual references only.

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

Condensed Consolidated Balance Sheets – Unaudited

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

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CLARIVATE PLC

Condensed Consolidated Financial Statements

Condensed Consolidated Statements of Operations – Unaudited

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

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Condensed Consolidated Financial Statements

Condensed Consolidated Statements of Comprehensive Income (Loss) – Unaudited

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

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Condensed Consolidated Financial Statements

Condensed Consolidated Statements of Changes in Equity – Unaudited

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

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Condensed Consolidated Financial Statements

Condensed Consolidated Statements of Cash Flows – Unaudited

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

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements

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

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

Jersey, Channel Islands.

We are a leading global provider of transformative intelligence. We support the entire innovation lifecycle, from cultivating

curiosity to protecting the world’s critical intellectual property assets. We offer intelligence solutions, workflow solutions,

and tech-enabled services to our customers in the Academia & Government (“A&G”) and Intellectual Property (“IP”) end

markets, which form the basis of our two reportable segments, organized by the different products and services we offer and

the markets we serve. For additional information on our reportable segments, see Note 12 - Segment Information.

During the third quarter of 2026, we entered into a definitive commercial agreement to sell our Life Sciences & Healthcare

(“LS&H”) segment and concluded that the criteria for held-for-sale classification and discontinued operations presentation

were met as of September 30, 2026. On October 6, 2026, we completed the sale of the LS&H segment. Unless otherwise

noted, all amounts and disclosures included in these Notes to the Condensed Consolidated Financial Statements reflect our

continuing operations and exclude the results of the LS&H segment. For additional information, see Note 2 - Assets Held for

Sale and Discontinued Operations.

Basis of Presentation

The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally

accepted accounting principles (“GAAP”) and include our accounts and those of our wholly owned subsidiaries. In our

opinion, these interim statements reflect all adjustments necessary for a fair presentation of the results for the periods

presented, and such adjustments are of a normal, recurring nature. Results for interim periods are not necessarily indicative of

results for the full year. The financial statements included herein should be read in conjunction with the financial statements

and notes included in our annual report on Form 10-K for the year ended December 31, 2025. The year-end condensed

balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. All

significant intercompany transactions and balances have been eliminated in consolidation.

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

held-for-sale classification and discontinued operations presentation for the LS&H business, as further described in Note 2 -

Assets Held for Sale and Discontinued Operations.

Cash and cash equivalents is comprised of cash on hand and short-term deposits with an original maturity at the date of

purchase of three months or less, and includes restricted cash of $10.7 and $12.6 as of September 30, 2026 and December 31,

2025, respectively.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions

that affect the reported amounts in the Condensed Consolidated Financial Statements and accompanying notes. Actual results

could differ from those estimates. The most significant of these estimates relate to our asset impairment analyses and income

taxes. We evaluate these estimates, assumptions, and judgments on an ongoing basis by reference to our historical experience

and other factors, including expectations of future events that we believe are reasonable under the circumstances.

For example, we continue to monitor rapidly changing macroeconomic, industry, and competitive conditions to evaluate for

potential triggering events, which may occur in an interim period. If we determine that a triggering event has occurred, we

will update our impairment assessment by reviewing and potentially changing assumptions and estimates, which could result

in future impairment charges.

Significant Accounting Policies

Our significant accounting policies are those that we believe are important to the portrayal of our financial condition and

results of operations, as well as those that involve significant judgments or estimates about matters that are inherently

uncertain. There have been no material changes to the significant accounting policies discussed in Note 1 - Nature of

Operations and Summary of Significant Accounting Policies included in Part II, Item 8 of our annual report on Form 10-K for

the year ended December 31, 2025.

Recently Adopted Accounting Standards

In July 2025, the FASB issued ASU 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets,

which provides a practical expedient to measure credit losses on current accounts receivable and current contract assets. The

practical expedient allows entities to assume that current conditions as of the balance sheet date do not change for the

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Notes to the Condensed Consolidated Financial Statements

remaining life of the asset when measuring credit losses. We adopted this standard on a prospective basis in the first quarter

of 2026, with no material impact on our financial statements or related disclosures.

Recently Issued Accounting Standards

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, which requires footnote

disclosure that disaggregates relevant expense captions, including the total amount of selling expenses. The amendments in

this update are effective for annual periods beginning after December 15, 2026 and interim reporting periods beginning after

December 15, 2027 on a prospective basis, with the option for retrospective application. Early adoption is permitted. We are

currently assessing the impact of this update on our financial statement disclosures.

In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software,

which removes all references to project stages and clarifies the threshold that entities apply to begin capitalizing costs. The

update further specifies required disclosures for all capitalized internal-use software costs. The amendments in this update are

effective for fiscal years, including interim reporting periods, beginning after December 15, 2027, with early adoption

permitted as of the beginning of an annual reporting period. Entities are permitted to apply the new guidance using a

prospective, modified, or retrospective transition approach. We are currently assessing the impact of this update on our

financial statements and related disclosures.

Note 2: Assets Held for Sale and Discontinued Operations

During the third quarter of 2026, we executed a definitive commercial agreement to sell our LS&H business. The transaction

closed on October 6, 2026 and we received $488.4 in cash at close (net of closing costs and after giving effect to the working

capital adjustment mechanisms in the purchase agreement), a $75.0 unsecured senior note, and deferred cash consideration of

$25.0 payable upon the later of the completion of a transition services agreement and January 31, 2028 (but no later than

January 31, 2028, in any case). The divestiture is part of the previously announced strategic shift that will allow us to increase

our focus on our A&G and IP businesses and strengthen our balance sheet through reduced indebtedness.

During the second quarter of 2026, we recognized a $221.7 goodwill impairment charge because the estimated fair value of

the LS&H reporting unit, as indicated by the anticipated sale price under negotiation, was below its carrying amount. During

the three months ended September 30, 2026, we recognized a $62.2 goodwill impairment charge based on the carrying value

of the LS&H net assets held for sale as of September 30, 2026 and a $10.1 loss on the classification of the LS&H segment as

held for sale. This amount is subject to adjustment during the fourth quarter of 2026 based on the carrying value of LS&H net

assets as of the close date.

We determined that the criteria for held-for-sale classification and discontinued operations presentation were met as of

September 30, 2026. Accordingly, the operating results of the LS&H segment have been reported as discontinued operations

and excluded from continuing operations in the Condensed Consolidated Statements of Operations for all periods presented.

In addition, the related assets and liabilities have been reclassified to assets held for sale and liabilities held for sale in the

Condensed Consolidated Balance Sheets. Disposal group net assets are recorded at the lower of their carrying amount or

estimated fair value less costs to sell. Prior period amounts have been reclassified to conform to current period presentation.

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Notes to the Condensed Consolidated Financial Statements

The following table summarizes the carrying amounts of the major classes of assets and liabilities classified as held for sale in

the Condensed Consolidated Balance Sheets as of the periods indicated:

The following table summarizes the financial results of our discontinued operations, presented as Income (loss) from

discontinued operations in the Condensed Consolidated Statements of Operations for the periods indicated:

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Notes to the Condensed Consolidated Financial Statements

The following table presents depreciation and amortization, capital expenditures, and other significant noncash operating and

investing activities, as applicable, from discontinued operations that are included in the accompanying Condensed

Consolidated Statements of Cash Flows:

Note 3: Revenues

We derive revenue through subscriptions to our product offerings, re-occurring contracts in our IP segment, and transactional

sales that are typically quoted on a product, data set, or project basis.

•Subscription-based revenues are recurring revenues that we typically earn under annual contracts, pursuant to which

we license the right to use our products to our customers or provide maintenance services over a contractual term. We

invoice and collect the subscription fee at the beginning of the subscription period. For multi-year agreements, we

generally invoice customers annually at the beginning of each annual coverage period. Cash received or receivable in

advance of completing the performance obligations is included in deferred revenue. We recognize subscription

revenue ratably over the contract term as the access or service is provided.

•Re-occurring revenues are derived solely from the patent and trademark renewal services provided by our IP

segment. Our services help customers maintain and protect their patents and trademarks in multiple jurisdictions

around the world. Because of the re-occurring nature of the patent and trademark lifecycle, our customers engage us on

a regular basis to ensure their intellectual property rights remain protected. These contracts typically include evergreen

clauses or are multi-year agreements. We invoice and recognize revenue upon delivery of the service.

•Transactional revenues are earned for specific deliverables that are typically quoted on a product, data set, or project

basis. Transactional revenues include content sales (including single-document and aggregated collection sales),

consulting engagements, and other professional services such as software implementation services. We typically

invoice and record revenue for this revenue stream upon delivery of the product, data set, project, or related

performance obligations.

The following table summarizes our revenues disaggregated by transaction type (see Note 12 - Segment Information for

revenues by segment):

The following table presents our contract balances:

(1)Included in Other non-current liabilities on the Condensed Consolidated Balance Sheets.

During the nine months ended September 30, 2026, we recognized revenues of $564.8 attributable to deferred revenues

recorded at the beginning of the period, primarily consisting of subscription revenues recognized ratably over the contractual

term.

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Notes to the Condensed Consolidated Financial Statements

Our remaining performance obligations are included in the current or non-current portion of deferred revenues on the

Condensed Consolidated Balance Sheets. The majority of these obligations relate to customer contracts where we license the

right to use our products or provide maintenance services over a contractual term, generally one year or less.

Note 4: Other Intangible Assets, Net

Other intangible assets, net

The following table summarizes the gross carrying amounts and accumulated amortization of our identifiable intangible

assets by major class:

Amortization expense related to intangible assets was $157.7 and $162.8 for the three months ended September 30, 2026 and

2025, respectively. For the nine months ended September 30, 2026 and 2025, amortization expense was $469.2 and $483.0,

respectively.

Note 5: Derivative Instruments

We are exposed to various market risks, including foreign currency exchange rate risk and interest rate risk. We use

derivative instruments to manage these risk exposures. We enter into foreign currency contracts and cross-currency swaps to

help manage our exposure to foreign currency exchange rate risk and we use interest rate swaps to mitigate interest rate risk.

We assess the fair value of these instruments by considering current and anticipated movements in future interest rates and

the relevant currency spot and future rates available in the market. Accordingly, these instruments are classified within Level

2 of the fair value hierarchy.

Cash flow hedges

We have interest rate swap arrangements with counterparties to reduce our exposure to variability in cash flows related to

interest payments on our outstanding term loans. These swaps are designated as cash flow hedges of the risk associated with

floating interest rates on designated future monthly interest payments. We determine the fair value of our interest rate swaps

by comparing the present value of the remaining fixed payments to the present value of the remaining floating payments,

using discount factors based on interest rate yield curves.

As of September 30, 2026, we have outstanding interest rate swaps with an aggregate notional value of $1,748.2. This

amount includes five swap arrangements currently in effect and two forward-starting swaps that are scheduled to commence

on the October 2026 maturity date of the May 2023 swaps, as further summarized in the table below:

Changes in fair value are recorded in Accumulated other comprehensive loss (“AOCL”) in the Condensed Consolidated

Balance Sheets, with a corresponding adjustment to the derivative asset or liability. Amounts recorded in AOCL are

reclassified to Interest expense, net in the same period during which the hedged transactions affect earnings. As of September

30, 2026, we estimate that approximately $10.7 of pre-tax gain related to interest rate swaps recorded in AOCL will be

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Notes to the Condensed Consolidated Financial Statements

reclassified into earnings within the next 12 months. For additional information on changes recorded in AOCL, see Note 7 -

Shareholders' Equity.

Fair value hedges

In June and December 2025, we entered into three cross-currency swaps with a combined notional value of €448.0, maturing

in January 2031, to mitigate foreign currency exposure related to intercompany loans and economically reduce interest

expense. We have designated these swaps as fair value hedges. We elected to assess the effectiveness of these hedges based

on changes in spot rates. We determine the fair value of our cross-currency swaps by comparing the present value of the

remaining cash flows in the non-valuation currency (converted using the month-end spot rate) to the present value of the

remaining cash flows in the valuation currency.

Changes in fair value are recognized as foreign exchange gains or losses within Other operating expense (income), net, and

are intended to offset the foreign exchange gains or losses arising from the remeasurement of the hedged intercompany loans.

Unrealized gains or losses on components excluded from the hedge effectiveness assessment are recorded in AOCL and are

reclassified into earnings over the life of the swaps. For additional information on changes recorded in AOCL, see Note 7 -

Shareholders' Equity.

Net investment hedge

In July 2023, we entered into a €100.0 cross-currency swap maturing in November 2026 to mitigate foreign currency

exposure related to our net investment in various euro-functional-currency consolidated subsidiaries. We have designated this

swap as a net investment hedge. We elected to assess the effectiveness of this net investment hedge based on changes in spot

rates and we amortize the portion of the hedge excluded from the effectiveness assessment to Interest expense, net over the

life of the swap.

Changes in fair value related to the effective portion of the hedge are recorded in AOCL as part of the foreign currency

translation adjustment, with a corresponding adjustment to the derivative asset or liability. Any accumulated gain or loss will

be reclassified into earnings when the hedged net investment is either sold or substantially liquidated. For additional

information on changes recorded in AOCL, see Note 7 - Shareholders' Equity.

Derivatives not designated as accounting hedges

We periodically enter into foreign currency forward contracts, generally with maturities of 180 days or less, to reduce our

exposure to foreign exchange rate risks. These contracts are not designated as accounting hedges. As of September 30, 2026

and December 31, 2025, the notional amount of our outstanding foreign currency forward contracts was $153.0 and $162.1,

respectively.

We initially recognize these contracts at fair value on the execution date and subsequently remeasure them at the end of each

reporting period. We determine the fair value of these instruments by comparing the notional value of the trade using the

current month-end exchange rate to the notional value of the trade using the trade date exchange rate.

The gain or loss related to the change in fair value for these contracts is recognized within Other operating expense (income),

net. We recognized a loss (gain) from the fair value adjustment of $0.0 and $2.5 for the three months ended September 30,

2026 and 2025, respectively, and $3.3 and $(0.8) for the nine months ended September 30, 2026 and 2025, respectively.

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Notes to the Condensed Consolidated Financial Statements

The following table provides the location and the fair value of our derivative instruments in the Condensed Consolidated

Balance Sheets as of September 30, 2026 and December 31, 2025: