CLARIVATE PLC
For the period ended Mar 31, 2025. Filed Apr 29, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed Apr 29, 2025
CLVT$2.34+0.4%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-11-06.
0001764046-24-000140
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-04-29.
0001764046-25-000062
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 105 previous paragraphs and 88 current paragraphs.
40 unchanged; 32 reworded; 15 added; 28 removed; 5 previous and 1 current paragraphs rearranged.
Tables are not compared: 10 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (15)
Current report
•Enriched data. Curated, up-to-date content collections validated by skilled data scientists and domain experts with real-world experience.
Current report
•Insights & analytics. Predictive analytics powered by a unique combination of AI-enabled software paired with human insights, developed and interpreted by PhD level experts.
Current report
•Workflow solutions. Automated, flexible software tools complemented by our enriched data sets and expert analysis tailored to meet specific needs.
Current report
•Expert services. We are home to industry specialists, consultants, and data scientists with deep subject-matter expertise and global experience.
Current report
Our annualized contract value (“ACV”), at any point in time, represents the annualized value of all active customer subscription-based license agreements for the next 12 months, assuming those coming up for renewal during the measurement period are renewed at their current price level. We use ACV as a key indicator of the health and trajectory of our core business as well as to assist in the evaluation of underlying sales execution and customer engagement trends. This metric is particularly important to us because the majority of our revenues are generated from subscription-based license agreements.
Current report
Our organic ACV grew 1.2% compared to March 31, 2024, primarily driven by price increases. Our total ACV of $1,526.1 as of March 31, 2025 declined 3.6% compared to $1,583.3 as of March 31, 2024, primarily due to the ScholarOne divestiture in November 2024 and the wind-down of certain product groups beginning in the first quarter of 2025.
Current report
As the majority of our revenues are generated from subscription-based license agreements, we use the annual renewal rate as a key indicator of our ability to retain existing customers, evaluate the execution of our sales strategy and customer engagement trends, and to help analyze our historical results and prepare financial projections.
Current report
Our annual renewal rate for the three months ended March 31, 2025 and 2024 was 94% and 93%, respectively.
Current report
•In December 2024, our Board approved the wind-down of three product groups within the LS&H and A&G segments, which is expected to reduce revenues and profit by less than 10% and 5%, respectively.
Current report
•In November 2024, we completed the sale of our ScholarOne product group within our A&G segment.
Current report
•In April 2024, we completed the sale of our Valipat product group within our IP segment.
Current report
Subscription revenues decreased primarily due to the ScholarOne product group divestiture and product group wind-down within LS&H. Re-occurring revenues increased primarily due to higher IP patent renewal volumes. Transactional revenues decreased primarily due to the Valipat product group divestiture and product group wind-downs within A&G.
Current report
The decrease of 5.0% compared to the three months ended March 31, 2024 was primarily driven by reduced royalty fees and the Valipat product group divestiture. As a percentage of revenues, Cost of revenues was consistent with the prior year period.
Current report
Restructuring and other impairment expense includes costs associated with certain involuntary termination benefits, contract terminations, and other exit or disposal activities.
Current report
The decrease in net cash provided by operating activities was primarily due to an increase in restructuring costs.
Removed paragraphs (28)
Previous report
•Enriched data - comprehensive, curated content collections.
Previous report
•Insights and analytics - on-demand predictive analytics capabilities to inform decision-making.
Previous report
•Workflow solutions- automated workflow, including SaaS, to enable decisions and manage resources.
Previous report
•Expert services- business-critical regulatory and compliance activities support.
Previous report
Annualized contract value (“ACV”), at a given point in time, represents the annualized value for the next 12 months of subscription-based license agreements with our customers, assuming that all expiring license agreements during that period are renewed at their current price level. The renewal period for our subscriptions generally starts 90 days before the end of the current subscription period. Our calculation of ACV includes the impact of downgrades, upgrades, price increases, and cancellations during the reporting period.
Previous report
Our ACV was $1,596.4 and $1,579.2 as of September 30, 2024 and 2023, respectively, which corresponds to an increase of 1.1%. The increase in ACV was primarily due to the impact of price increases, partially offset by volume declines.
Previous report
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.
Previous report
Subscription revenues increased primarily due to organic growth driven by price increases, partially offset by lower net volume in IP and LS&H. Re-occurring revenues were flat, but re-occurring organic revenue declined primarily due to lower IP patent renewal volume. Transactional and other revenues decreased primarily due to lower A&G, IP, and LS&H sales, as well as the IP product group divestiture.
Previous report
Subscription revenues increased primarily due to organic growth driven by price increases, partially offset by lower net volume in IP and LS&H. Re-occurring revenues decreased primarily due to lower IP patent renewal volume. Transactional and other revenues decreased primarily due to lower A&G, IP, and LS&H sales, as well as the IP product group divestiture.
Previous report
A&G segment revenues decreased due to a decline in transactional volume, partially offset by subscription growth driven by price increases. IP segment revenues decreased primarily due to the product group divestiture and lower transactional and subscription revenues. LS&H segment revenues decreased primarily due to lower transactional and subscription revenues.
Previous report
The decrease of 4.8% and 4.9% compared to the three and nine months ended September 30, 2023, respectively, was primarily driven by a reduction in share-based compensation expense and reduced product-related royalty fees and content costs. As a percentage of revenues, cost of revenues decreased by 0.3% and 0.8%, compared to the three and nine months ended September 30, 2023, respectively, primarily as a result of lower share-based compensation expense.
Previous report
Goodwill and intangible asset impairments
Previous report
In the second quarter of 2024, primarily due to sustained declines in our share price, we performed an interim quantitative goodwill impairment assessment by comparing the estimated fair value to the carrying value for both of our segment reporting units carrying a goodwill balance. The carrying value of the LS&H segment reporting unit exceeded its fair value, resulting in a goodwill impairment charge of $302.8.
Previous report
In the third quarter of 2024, we recorded $13.8 of goodwill associated with a small acquisition within the IP reporting unit. We recorded an impairment to the goodwill because the carrying value of the IP reporting unit was still below its fair value based on the results of our most recent interim quantitative impairment assessment described above. For additional information, see Note 4 - Other Intangible Assets, Net and Goodwill included in Part I, Item 1 of this quarterly report.
Previous report
In the second quarter of 2023, in connection with the divestiture of a small product group within our IP segment, we recorded an intangible assets impairment charge of $132.2 and a $3.0 goodwill impairment charge associated with the disposal group’s allocated portion of the IP segment reporting unit’s goodwill balance. For additional information, see Note 2 - Acquisitions and Divestitures included in Part I, Item 1 of this quarterly report.
Previous report
Fair value adjustment of warrants
Previous report
The adjustment in fair value, resulting in gains in both the current and comparative prior year periods, was driven primarily by decreases in our share price and the remaining exercise period, both of which reduce the warrant value in the option valuation model. In May 2024, all remaining private placement warrants expired unexercised.
Previous report
The income tax provision of $23.3 for the nine months ended September 30, 2024 was primarily due to the mix of jurisdictions in which pre-tax profits and losses were recognized, partially offset by a $14.2 tax benefit related to the goodwill impairment. The income tax benefit of $83.3 for the nine months ended September 30, 2023 was driven by a $70.4 tax benefit recorded on the settlement of an open tax dispute, a $33.0 tax benefit associated with the impairment of intangible assets, and a $17.1 tax benefit relating to the partial release of valuation allowance, partially offset by the mix of taxing jurisdictions in which pre-tax profits and losses were recognized.
Previous report
Dividends on preferred shares
Previous report
Dividends on our MCPS were calculated and accrued at an annual rate of 5.25% of the liquidation preference of $100.00 per share. In June 2024, all outstanding MCPS automatically converted into 55.3 million ordinary shares at a conversion rate of
Previous report
3.8462 ordinary shares per MCPS share. All accumulated preferred dividends were paid prior to the conversion, and as a result of the conversion, no further dividends will be accrued or paid.
Previous report
The decrease in net cash provided by operating activities was driven by lower operating results, partially offset by timing of working capital changes.
Previous report
In January 2024, we refinanced our existing credit facilities to provide improved financial flexibility, including extending our debt maturities and lowering our annual cash interest costs. We amended our $750.0 revolving credit facility by reducing it to a $700.0 facility (with a letter of credit sublimit of $77.0) and extending the maturity date to January 31, 2029. We also made a prepayment of $47.4 on our existing term loans due in 2026 and then refinanced the remaining term loans with a new $2,150 tranche of term loans maturing in 2031. The interest rate margin for the new term loan facility decreased from 300 to 275 basis points per annum in the case of loans bearing interest by reference to term SOFR. The term loans amortize in equal quarterly installments (the first installment was paid on June 28, 2024) equivalent to a rate of 1.00% per annum, with the balance due at maturity.
Previous report
Critical Accounting Policies and Estimates
Previous report
Goodwill
Previous report
We perform goodwill impairment testing during the fourth quarter of each year, or more frequently if events or changes in circumstances indicate that carrying value may not be recoverable. In the second quarter of 2024, we performed an interim quantitative goodwill impairment assessment, primarily due to sustained declines in our share price.
Previous report
Consistent with our policy, we estimated the fair value of our segment reporting units using a discounted cash flow (“DCF”) model. The most significant change in assumptions compared to our most recent analysis (performed in the fourth quarter of 2023) was the estimated discount rates. We updated the discount rate assumptions to 10.5% and 11.5% for our A&G and LS&H segment reporting units, respectively, compared to 9.5% and 10% for the same respective segment reporting units in the fourth quarter 2023 analysis. As a result of the quantitative analysis performed, we recorded a $302.8 goodwill impairment charge for the LS&H segment reporting unit in the second quarter of 2024. The use of a different set of assumptions and estimates could have resulted in materially different results. A 50 basis point increase in the discount rate assumption would have resulted in an incremental impairment charge for the LS&H segment reporting unit of approximately $60, while the fair value of the A&G segment reporting unit would still be substantially in excess of its carrying value.
Previous report
Future events or changes in circumstances could result in additional changes to our DCF assumptions and estimates that would materially affect the determination of estimated fair value and result in additional impairment charges.
Reworded paragraphs (32)
Previous wording
The following discussion should be read in conjunction with our historical financial statements and related notes included in our annual report on Form 10-K for the year ended December 31, 2023 and the financial statements and related notes included elsewhere in this quarterly report on Form 10-Q. Certain statements in this section are forward-looking statements as described in the Cautionary Note Regarding Forward-Looking Statements section of this quarterly report. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is outlined under Item 1A. Risk Factors of this quarterly report.
Current wording
The following discussion should be read in conjunction with our historical financial statements and related notes included in our annual report on Form 10-K for the year ended December 31, 2024 and the financial statements and related notes included elsewhere in this quarterly report on Form 10-Q. Certain statements in this section are forward-looking statements as described in the Cautionary Note Regarding Forward-Looking Statements of this quarterly report. The risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements include, but are not limited to, 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.
Previous wording
We are a leading global provider of transformative intelligence. We offer enriched data, insights & analytics, workflow solutions and expert services in the areas of Academia & Government (“A&G”), Intellectual Property (“IP”) and Life Sciences & Healthcare (“LS&H”), which form the basis of our reportable segment structure. This structure allows us to provide substantial scale for our vertical market customers while still leveraging our shared services to operate efficiently across horizontal workflows and functions. Within each of our three segments, we provide the following information, solution, and service capabilities:
Current wording
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. Whether it’s providing insights to advance an industry or accelerating the delivery of a critical drug, our vision at Clarivate is to fuel the world’s greatest breakthroughs by harnessing the power of human ingenuity. We offer enriched data, insights & analytics, workflow solutions, and expert services to our customers in the Academia & Government (“A&G”), Intellectual Property (“IP”), and Life Sciences & Healthcare (“LS&H”) end markets, which form the basis of our reportable segment structure. Within each of our three segments, we provide the following:
Previous wording
We regularly monitor the following key performance indicators to evaluate our business and trends, measure our performance, prepare financial projections, and make strategic decisions. Organic revenue growth, Annualized contract value, Annual renewal rates, Adjusted EBITDA, Adjusted EBITDA margin, and Free cash flow are key performance indicators because they are a basis upon which management assesses our performance, and we believe they reflect the underlying trends and indicators of our business by allowing management to focus on the most meaningful indicators of our continuous operational performance.
Current wording
We regularly monitor organic revenue growth, annualized contract value, annual renewal rates, Adjusted EBITDA, Adjusted EBITDA margin, and Free cash flow as key performance indicators that we use to evaluate our business and trends, measure performance, prepare financial projections, and make strategic decisions.
Previous wording
Adjusted EBITDA, Adjusted EBITDA margin, and Free cash flow are financial measures that are not prepared in accordance with U.S. generally accepted accounting principles (“non-GAAP”). Although we believe these measures may be useful to investors for the same reasons described above, these measures are not a substitute for GAAP financial measures or disclosures. Reconciliations of our non-GAAP measures to the corresponding most closely related measures calculated in accordance with GAAP are provided further below.
Current wording
Adjusted EBITDA, Adjusted EBITDA margin, and Free cash flow are financial measures that are not prepared in accordance with U.S. generally accepted accounting principles (“non-GAAP”). Although we believe these measures may be useful to investors in evaluating our business, these measures are not a substitute for GAAP financial measures or disclosures. Reconciliations of our non-GAAP measures to the most directly comparable GAAP measures are provided further below.
Previous wording
We review year-over-year organic revenue growth in our segments as a key measure of our success in addressing customer needs. We also review year-over-year organic revenue growth by transaction type to help us identify and address broad changes in product mix, and by geography to help us identify and address changes and revenue trends by region. We measure organic revenue growth excluding acquisitions, disposals, and foreign currency impacts. We define these components as follows:
Current wording
We review year-over-year organic revenue growth in our segments as a key measure of our success in addressing customer needs. We also review year-over-year organic revenue growth by transaction type to help us identify and address broad changes in product mix, and by geography to help us identify and address changes and revenue trends by region. We define the components of revenue growth as follows:
Previous wording
We monitor ACV because it represents a leading indicator of the potential subscription revenues that may be generated from our existing customer base over the upcoming 12-month period. Measurement of subscription revenues as a key operating metric is particularly relevant because a majority of our revenues are generated from subscription-based license agreements. Actual subscription revenues that we recognize during any 12-month period are likely to differ from ACV at the beginning of that period, sometimes significantly. This may occur for various reasons, including subsequent changes in annual renewal rates, impacts of price increases (or decreases), cancellations, upgrades and downgrades, and acquisitions and divestitures. We calculate and monitor ACV for each of our segments and use the metric as part of our evaluation of our business and trends.
Current wording
Actual subscription revenues that we recognize during any 12-month period are likely to differ from ACV at the beginning of that period, sometimes significantly, due to subsequent changes in volume (including upgrades, downgrades, new business, and cancellations) and price, acquisitions and divestitures, and changes in FX.
Previous wording
Annual renewal rate is the metric we use to determine renewal levels by existing customers across our segments, and is a leading indicator of renewal trends, which impact the evolution of our ACV and results of operations. We calculate the annual renewal rate for a given period by dividing (a) the annualized dollar value of existing subscription product license agreements that are renewed during that period, including the value of any product downgrades, by (b) the annualized dollar value of existing subscription product license agreements that come up for renewal in that period. “Open renewals,” which we define as existing subscription product license agreements that come up for renewal but are neither renewed nor canceled by customers during the applicable reporting period, are excluded from both the numerator and denominator of the calculation. We calculate the annual renewal rate to reflect the impact of product downgrades but not the impact of product upgrades upon renewal, because upgrades reflect the purchase of additional products and services.
Current wording
Our annual renewal rate, at any point in time, represents (a) the annualized value of all active customer subscription-based license agreements renewed during the measurement period (including the value of any product downgrades), divided by (b) the annualized value of all active subscription-based license agreements that were up for renewal during the measurement period. “Open renewals,” which we define as active customer subscription-based license agreements that were up for renewal during the measurement period but were neither renewed nor canceled, are excluded from both the numerator and denominator of the calculation. Additionally, the impact from product downgrades upon renewal is reflected in the annual renewal calculation, but the impact from product upgrades is not, because upgrades reflect the purchase of additional products and services. The impact of upgrades, new subscriptions, and product price increases is reflected in ACV, but not in annual renewal rates.
Previous wording
Adjusted EBITDA is presented because it is a basis upon which our management assesses our performance, and we believe it is useful for investors to understand the underlying trends of our operations. Adjusted EBITDA represents Net income (loss) before the Provision (benefit) for income taxes, Depreciation and amortization, and Interest expense, net, adjusted to exclude acquisition and/or disposal-related transaction costs, share-based compensation, restructuring expenses, impairments, the impact of certain non-cash fair value adjustments on financial instruments, unrealized foreign currency gains/losses, legal settlements, and other items that are included in Net income (loss) for the period that we do not consider indicative of our ongoing operating performance. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by Revenues.
Current wording
We use Adjusted EBITDA as a basis for evaluating our ongoing operating performance, and we believe it is useful for investors to understand the underlying trends of our operations. Adjusted EBITDA represents Net income (loss) before the Provision (benefit) for income taxes, Depreciation and amortization, and Interest expense, net, adjusted to exclude share-based compensation, impairments, restructuring expenses, the impact of certain non-cash fair value adjustments on financial instruments, acquisition and/or disposal-related transaction costs, unrealized foreign currency gains/losses, legal settlements, and other items that are included in Net income (loss) for the period that we do not consider indicative of our ongoing operating performance. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by Revenues.
Previous wording
We use Free cash flow in our operational and financial decision-making and believe it is useful to investors because similar measures are frequently used by securities analysts, investors, ratings agencies, and other interested parties to measure the ability of a company to service its debt. Our presentation of Free cash flow should not be construed as a measure of liquidity or discretionary cash available to us to fund our cash needs, including investing in the growth of our business and meeting our obligations.
Current wording
We use Free cash flow in our operational and financial decision-making and believe it is useful to investors because similar measures are frequently used by securities analysts, investors, ratings agencies, and other interested parties to measure the ability of a company to service its debt. Our presentation of Free cash flow should not be 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.
Previous wording
There were no material changes to the business or other factors having a significant impact on the comparability of our results of operations between the periods presented.
Current wording
The following factors had a significant impact on the comparability of our results of operations between the periods presented and may affect the comparability of our results of operations in future periods:
Previous wording
A&G segment revenues were flat, as subscription growth driven by price increases was offset by a decline in transactional volume. IP segment revenues decreased primarily due to lower transactional and subscription revenues, lower IP patent renewal volume, and the product group divestiture. LS&H segment revenues decreased primarily due to lower transactional and subscription revenues.
Current wording
A&G segment revenues decreased, as subscription growth driven by price increases was offset by the ScholarOne product group divestiture and product group wind-downs within A&G. IP segment revenues decreased primarily due to the Valipat product group divestiture, partially offset by higher IP patent renewal volumes. LS&H segment revenues decreased primarily due to lower subscription revenues and the product group wind-down within LS&H.
Previous wording
Americas revenues decreased primarily due to lower contributions from A&G and LS&H. EMEA revenues decreased primarily due to the IP product group divestiture and lower IP contribution. APAC revenues decreased due to a stronger dollar against APAC currencies and the IP product group divestiture, partially offset by A&G growth.
Current wording
Americas revenues decreased primarily due to the ScholarOne divestiture, partially offset by higher contributions from A&G subscription revenues. EMEA (Europe/Middle East/Africa) revenues decreased primarily due to the Valipat and ScholarOne product group divestitures and lower LS&H transactional revenues. APAC (Asia Pacific) revenues decreased due to a stronger dollar against APAC currencies and the Valipat product group divestiture, partially offset by A&G subscription growth.
Previous wording
Cost of revenues consists of costs related to the production, servicing, and maintenance of our products and are composed primarily of personnel costs, data center services and licensing costs, and costs to acquire or produce content, including royalty fees.
Current wording
Cost of revenues consists of costs related to the production, servicing, and maintenance of our products and are composed primarily of related personnel costs, data center services and licensing costs, and costs to acquire or produce content including royalty fees.
Previous wording
Selling, general and administrative (“SG&A”) costs include nearly all business costs not directly attributable to the production, servicing, and maintenance of our products and are composed primarily of personnel costs, third-party professional services fees, facility costs like rent and utilities, technology costs associated with our corporate infrastructure, and transaction expenses associated with acquisitions, divestitures, and capital market activities including advisory, legal, and other professional and consulting costs.
Current wording
Selling, general and administrative costs (“SG&A”) include nearly all business costs not directly attributable to the production, servicing, and maintenance of our products and are composed primarily of personnel costs, third-party professional services fees, facility costs like rent and utilities, technology costs associated with our corporate infrastructure, and transaction expenses associated with acquisitions, divestitures, and capital market activities including advisory, legal, and other professional and consulting costs.
Previous wording
The decrease of 1.3% and 2.2% compared to the three and nine months ended September 30, 2023, respectively, was primarily driven by a reduction in share-based compensation expense. As a percentage of revenues, SG&A costs were largely unchanged compared to the respective comparative prior year periods.
Current wording
The decrease of 7.0% compared to the three months ended March 31, 2024 was primarily driven by cost management and reductions in share-based compensation expense. As a percentage of revenues, SG&A costs decreased by 0.9% from the prior year period.
Previous wording
Depreciation expense relates to our fixed assets, including computer hardware, leasehold improvements, and furniture and fixtures. Amortization expense relates to our definite-lived intangible assets, including customer relationships, technology and content, internally developed computer software, and trade names.
Current wording
Depreciation expense relates to our fixed assets, including computer hardware, leasehold improvements, and furniture and fixtures. Amortization expense relates to our definite-lived intangible assets, including customer relationships, technology and content, internally generated computer software, and trade names.
Previous wording
The increase of 0.2% and 2.6% compared to the three and nine months ended September 30, 2023, respectively, was primarily driven by increased investment in internally developed software and content assets.
Current wording
The increase of 3.3% compared to the three months ended March 31, 2024 was primarily driven by increased investment in internally developed software and content assets.
Previous wording
The three and nine months ended September 30, 2024 charges were primarily associated with the Segment Optimization Program, which began in the second quarter of 2023 and is expected to continue through the end of 2024. The three and nine months ended September 30, 2023 charges were primarily associated with the ProQuest Acquisition Integration Program, which was substantively completed in 2023. For further information regarding each of our restructuring initiatives and impairment impacts, see Note 9 - Restructuring and Other Impairments included in Part I, Item 1 of this quarterly report.
Current wording
First quarter 2025 charges were associated with the Value Creation Plan, which began in the fourth quarter of 2024 and is expected to be substantially completed by the end of 2025. First quarter 2024 charges related to the Segment Optimization Program, which was substantively completed in 2024. For further information regarding each of our restructuring initiatives and impairment impacts, see Note 8 - Restructuring and Other Impairments included in Part I, Item 1 of this quarterly report.
Previous wording
The change of $77.4 compared to the nine months ended September 30, 2023 was driven by a $(49.4) gain on legal settlement in the comparative prior year period; the net impact of realized and unrealized gains and losses on foreign currency transactions, with the largest impacts derived from transactions denominated in GBP; and a $14.8 loss on divestiture in the current year period. For further information, see Note 10 - Other Operating Expense (Income), Net included in Part I, Item 1 of this quarterly report.
Current wording
The increased expense of $1.4 compared to the three months ended March 31, 2024 was driven by the net impact of realized and unrealized gains and losses on foreign currency transactions, with the largest impacts derived from transactions denominated in GBP, offset by a $15.8 loss on divestiture in the prior year period. For further information, see Note 9 - Other Operating Expense (Income), Net included in Part I, Item 1 of this quarterly report.
Previous wording
Interest expense was largely unchanged compared to the three months ended September 30, 2023. The decrease of (2.3)% compared to the nine months ended September 30, 2023 was driven by lower outstanding borrowings on our new term loan facility.
Current wording
The decrease of 8.4% compared to the three months ended March 31, 2024 was driven by lower outstanding borrowings on our new term loan facility.
Previous wording
The income tax provision of $15.1 and $15.6 for the three months ended September 30, 2024 and 2023, respectively, was primarily due to the mix of jurisdictions in which pre-tax profits and losses were recognized.
Current wording
The income tax provision of $18.8 and $15.0 for the three months ended March 31, 2025 and 2024, respectively, was primarily due to the mix of jurisdictions in which pre-tax profits and losses were recognized. The current quarter effective tax rate may not be indicative of our effective tax rates for future periods.
Previous wording
The following table presents our calculation of Adjusted EBITDA and Adjusted EBITDA margin for the three and nine months ended September 30, 2024 and 2023, and reconciles these non-GAAP measures to our Net income (loss) and Net income (loss) margin for the same periods:
Current wording
The following table presents our calculation of Adjusted EBITDA and Adjusted EBITDA margin for the three months ended March 31, 2025 and 2024, and reconciles these non-GAAP measures to our Net income (loss) and Net income (loss) margin for the same periods:
Previous wording
We finance our operations primarily through cash generated by operating activities and through borrowing activities. As of September 30, 2024, we had $388.5 of cash and cash equivalents (including restricted cash of $7.7) and $691.9 of available borrowing capacity under our revolving credit facility.
Current wording
We finance our operations primarily through cash generated by operating activities and through borrowing activities. As of March 31, 2025, we had $354.0 of cash and cash equivalents (including restricted cash of $11.4) and $692.8 of available borrowing capacity under our revolving credit facility.
Previous wording
The following table discloses our cash flows by activity for the periods presented:
Current wording
The following table presents our cash flows by activity for the periods presented:
Previous wording
The increase in net cash used for investing activities was due to increased acquisition and divestiture activity, as well as increased capital spending.
Current wording
The decrease in net cash used for investing activities was due to lower capital spending.
Previous wording
The decrease in net cash used for financing activities was due to lower payments on our term loans and MCPS dividends, partially offset by payments for fees associated with the refinancing of our existing credit facilities in January 2024. During both periods presented, we used $100.0 of cash on hand to repurchase our ordinary shares.
Current wording
The decrease in net cash used for financing activities was primarily due to the prior year period payments towards our term loans, refinancing fees, and MCPS dividends, partially offset by the $50.0 used in the current year period to repurchase our ordinary shares.
Previous wording
The decrease in Free cash flow was driven by lower operating results and increased capital expenditures, partially offset by timing of working capital changes. Our capital expenditures in both periods presented consisted primarily of capitalized labor, contract services, and other costs associated with product and content development.
Current wording
Free cash flow decreased minimally, driven by the change in net cash provided by operating activities described above, partially offset by a slight reduction in cash used for capital expenditures. Our capital expenditures in both periods presented consisted primarily of capitalized labor, contract services, and other costs associated with product and content development.
Previous wording
As of September 30, 2024, we had $4,681.9 of outstanding borrowings under our notes and credit facilities. We incurred $213.5 and $218.5 of interest expense associated with our debt obligations during the nine months ended September 30, 2024 and 2023, respectively. Our contingent liabilities consist primarily of letters of credit and performance bonds and other similar obligations in the ordinary course of business.
Current wording
As of March 31, 2025, we had $4,541.8 of outstanding borrowings under our notes and credit facilities. We incurred $64.3 and $70.2 of interest expense associated with our debt obligations during the three months ended March 31, 2025 and 2024, respectively. Our contingent liabilities consist primarily of letters of credit and performance bonds and other similar obligations in the ordinary course of business. For further discussion related to our outstanding borrowings, see Note 6 - Debt included in Part I, Item 1 of this quarterly report.
Previous wording
In addition to the scheduled future debt repayments that we will need to make, we also have commitments and plans related to our share repurchase program, capital expenditures, and other commitments in the ordinary course of business, primarily for cloud computing services and software license costs. Any amounts for which we are currently liable are reflected in our Condensed Consolidated Balance Sheets as Accounts payable or Accrued expenses and other current liabilities.
Current wording
In addition to the scheduled future debt repayments that we will need to make, we also have commitments and plans related to our share repurchase program, capital expenditures, and other commitments in the ordinary course of business, primarily relating to cloud computing services and content and software license costs. Any amounts for which we are currently liable are reflected in our Condensed Consolidated Balance Sheets as Accounts payable or Accrued expenses and other current liabilities.
Previous wording
As of September 30, 2024, we had $300.0 of availability remaining under our current share repurchase program, which is valid through December 31, 2024.
Current wording
As of March 31, 2025, we had $450.0 of availability remaining under our share repurchase program. The share repurchase authorization is valid through December 31, 2026. The share repurchase program does not obligate us to repurchase any set dollar amount or number of shares and may be modified, suspended, or terminated at any time without prior notice. Under the share repurchase program, we are authorized to conduct open-market purchases of our ordinary shares from time to time through any method or program, including through Rule 10b5-1 trading plans or the use of other techniques as permitted by our shareholder authorization, approved by our Board of Directors or a designated committee thereof, and subject to availability of ordinary shares, price, market conditions, alternative uses of capital, and applicable regulatory requirements, at management’s discretion.
Previous wording
In addition, we are engaged in various legal proceedings and claims that have arisen in the ordinary course of business and have taken what we believe to be adequate reserves related to the litigation and threatened claims. We maintain appropriate insurance policies, which are likely to provide some coverage for these liabilities or other losses that may arise from litigation matters. For additional information about our legal proceedings and claims, see Note 14 - Commitments and Contingencies included in Part I, Item 1 of this quarterly report.
Current wording
In addition, we are engaged in various legal proceedings and claims that have arisen in the ordinary course of business and have taken what we believe to be adequate reserves related to the litigation and threatened claims. We maintain appropriate insurance policies in place, which are likely to provide some coverage for these liabilities or other losses that may arise from litigation matters. For additional information about our legal proceedings and claims, see Note 13 - Commitments and Contingencies included in Part I, Item 1 of this quarterly report.
Previous wording
Other than as discussed below, there have been no material changes to our critical accounting policies, estimates, and assumptions from those reported under Part I, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates in our annual report on Form 10-K for the year ended December 31, 2023.
Current wording
There have been no material changes to our critical accounting policies, estimates, and assumptions from those reported under Part I, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies, Estimates and Assumptions in our annual report on Form 10-K for the year ended December 31, 2024.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Critical Accounting Policies, Estimates and Assumptions
Rearranged previous paragraphs (5)
Previous report — wording carried elsewhere
The impact of upgrades, new subscriptions, and product price increases is reflected in ACV, but not in annual renewal rates. Our annual renewal rate was 92% and 92% for the nine months ended September 30, 2024 and 2023.
Previous report — wording carried elsewhere
Americas revenues decreased primarily due to lower contributions from A&G and LS&H. EMEA (Europe/Middle East/Africa) revenues decreased primarily due to the IP product group divestiture and lower IP contribution. APAC (Asia Pacific) revenues decreased primarily due to the IP product group divestiture, partially offset by A&G growth.
Previous report — wording carried elsewhere
The change of $38.7 compared to the three months ended September 30, 2023 was driven by the net impact of realized and unrealized gains and losses on foreign currency transactions, with the largest impacts derived from transactions denominated in GBP.
Previous report — wording carried elsewhere
The current quarter effective tax rate may not be indicative of our effective tax rates for future periods.
Previous report — wording carried elsewhere
For further discussion related to our outstanding borrowings, see Note 6 - Debt included in Part I, Item 1 of this quarterly report.