CLARIVATE PLC
For the period ended Dec 31, 2025. Filed Feb 24, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 24, 2026
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-K
Period ended 2024-12-31; filed 2025-02-19.
0001764046-25-000011
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-02-24.
0001764046-26-000019
Item 7. 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 127 previous paragraphs and 339 current paragraphs.
36 unchanged; 69 reworded; 88 added; 22 removed; 0 previous and 146 current paragraphs rearranged.
Tables are not compared: 8 previous and 8 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 (88)
Current report
this annual report.
Current report
This section generally discusses our financial condition and results of operations for the years ended December 31, 2025 and
Current report
2024, including year-over-year comparisons. Discussion of our financial condition and results of operations for the year
Current report
ended December 31, 2023, and comparisons between 2024 and 2023, are not included in this annual report and may be
Current report
by harnessing the power of human ingenuity. From research and learning to commercialization, we offer intelligence
Current report
structure.
Current report
•Intelligence solutions. Continuously enriched, up-to-date knowledge assets, combining expert-curated data,
Current report
structured taxonomies, and analytical models that transform complex information into actionable insights powered
Current report
matter expertise and global experience.
Current report
annual report.
Current report
products, and similar activities. Organic revenues exclude revenues from acquisitions and disposals (including divestitures)
Current report
completed within the past 12 months and the impact from changes in foreign currency exchange rates (“FX”).
Current report
2025, compared to 2024, declined 1.0% primarily due to the wind-down of certain product groups beginning in the first
Current report
quarter of 2025.
Current report
in annual renewal rates.
Current report
obligations.
Current report
Capital Resources - Cash Flows below.
Current report
8 of this annual report.
Current report
revenue should be recognized.
Current report
results.
Current report
each assessment:
Current report
value was below its carrying value, resulting in the goodwill impairment charges shown in the table above. In our 2025
Current report
quantitative assessment, we determined that the A&G reporting unit fair value was approximately 12% in excess of its
Current report
carrying value and the LS&H reporting unit fair value was approximately 8% in excess of its carrying value; therefore, no
Current report
impairment charge was required for 2025.
Current report
rate would have resulted in the fair values of the A&G and LS&H reporting units being approximately 7% in excess of and
Current report
approximately equal to their carrying values, respectively.
Current report
If our share price and market capitalization continues to decline, other adverse developments in economic or market
Current report
conditions occur, or our actual results fall short of our projections or estimates, the estimated fair values of our reporting units
Current report
may fall below their carrying values, triggering future impairment charges.
Current report
operations in future periods:
Current report
between periods.
Current report
Subscription organic growth was driven by new sales and improved retention and pricing, with the disposals decrease
Current report
primarily attributable to the ScholarOne divestiture and product group wind-downs within LS&H. Re-occurring revenues
Current report
increased primarily due to FX translation gains. The transactional organic decline was primarily due to lower IP activity,
Current report
while the disposal decrease was primarily due to theproduct group wind-downs in A&G and LS&H, as well as the Valipat
Current report
divestiture.
Current report
A&G segment revenues decreased primarily due to the product group wind-downs and ScholarOne divestiture, partially
Current report
offset by subscription organic growth driven by new sales and improved retention and pricing. IP segment revenues
Current report
decreased primarily due to lower transactional volumes and subscription retention, as well as the Valipat divestiture. LS&H
Showing the first 40 of 88 passages. Open the source sections for the rest.
Removed paragraphs (22)
Previous report
•Enriched data. Curated, up-to-date content collections validated by skilled data scientists and domain experts with real-world experience.
Previous report
•Acquisitions. Revenue generated from acquired products and services from the date of acquisition to the first anniversary date of that acquisition.
Previous report
•Disposals. Revenue generated in the comparative prior year period from product lines, services, and/or businesses divested from the date of the sale in the current period presented or included within a disposal group.
Previous report
•Foreign Currency (“FX”). The difference between current revenue at current exchange rates and current revenue at the corresponding prior period exchange rates.
Previous report
Business Combinations
Previous report
We apply the acquisition method of accounting to our business combinations. Substantially all of the assets acquired, liabilities assumed, and contingent consideration are allocated based on their estimated fair values, which requires significant management judgment. Our estimates of fair value are based upon assumptions we believe are reasonable, but which are inherently uncertain and unpredictable. We estimate the fair value of customer relationship intangible assets through a discounted cash flow (“DCF”) model using the multi-period excess earnings method, which involves the use of significant estimates and assumptions related to projected revenue growth rates, EBITDA margins, projected cash flows, royalty rates, tax rates, discount rates, tax amortization benefits, and customer attrition rates, among other items. We estimate the fair value of technology, databases, and trade name intangible assets through a DCF model using the relief-from-royalty method, which involves the use of significant estimates and assumptions related to projected revenue growth rates, royalty rates, tax rates, discount rates, tax amortization benefits, and obsolescence rates. Significant estimates and assumptions used in determining the fair value of intangible assets may change during the finalization of the purchase price allocation as additional information about assets at the date of acquisition becomes available; as a result, we may make adjustments to the initial provisional amounts recorded for intangible assets acquired in the year following acquisition.
Previous report
When a business combination involves contingent consideration, we record a liability for the estimated cost of such contingencies when expenditures are probable and reasonably estimable. A significant amount of judgment is required to estimate and quantify the potential liability in these matters. We engage outside experts as deemed necessary or appropriate to assist in the calculation of the liability; however, management is responsible for evaluating the estimate. We reassess the estimated fair value of the contingent consideration at the end of each quarter and record any changes in value as necessary.
Previous report
Continued sustained declines in our share price, other adverse developments in economic or market conditions, or shortfalls in our projections or estimates could require additional impairment charges in the future.
Previous report
Results of Operations
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 revenues decreased primarily due to lower A&G and LS&H sales, as well as the IP product group divestiture.
Previous report
A&G segment revenues increased modestly, as subscription growth driven by price increases was offset by a decline in transactional volume and the ScholarOne divestiture. IP segment revenues decreased primarily due to the Valipat divestiture, lower subscription revenues, and lower IP renewal volume primarily within patents. LS&H segment revenues decreased primarily due to lower transactional and subscription revenues.
Previous report
The decrease of 4.1% compared to 2023 was primarily driven by a reduction in share-based compensation expense, reduced product-related agent and content costs, and the Valipat divestiture. As a percentage of revenues, Cost of revenues decreased by 0.5% from the prior year.
Previous report
The decrease of 1.6% compared to 2023 was primarily driven by a reduction in share-based compensation expense. As a percentage of revenues, SG&A costs increased by 0.4% from the prior year.
Previous report
Fair value adjustment of warrants
Previous report
The adjustment in fair value, resulting in gains in 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 decrease of 3.5% compared to 2023 was primarily driven by lower outstanding borrowings on our new term loan facility.
Previous report
In December 2021, the Organization for Economic Co-operation and Development (“OECD”) issued model rules for a new global minimum tax framework under its “Pillar Two” initiative, and various governments around the world have issued, or have announced that they plan to issue, legislation consistent with the OECD model rules. We are within the scope of the OECD Pillar Two model rules.
Previous report
During the third quarter of 2023, the United Kingdom enacted legislation consistent with the OECD model rules, which became effective January 1, 2024. Based on our most recent tax filings, country-by-country reporting, and financial information available, we believe that most jurisdictions where we operate will qualify for transitional safe harbor relief. Although future legislation or changes in our financial results could materially increase our global minimum tax expense, this legislation did not have a direct material impact in 2024.
Previous report
Dividends on preferred shares
Previous report
Dividends on our mandatory convertible preferred shares (“MCPS”) were calculated and accrued at an annual rate of 5.25% of the liquidation preference of $100.00 per share. In June 2024, all outstanding MCPS automatically converted into 55.3 million ordinary shares at a conversion rate of 3.8462 ordinary shares per MCPS share. All accumulated preferred dividends were paid prior to the conversion, and as a result of the conversion, no further dividends will be accrued or paid.
Previous report
The decrease in net cash provided by operating activities was driven by lower operating results and higher working capital requirements primarily due to timing of payments.
Previous report
Net cash used for investing activities was stable compared to 2023, as higher capital spending was offset by an increase in net proceeds from acquisitions and divestitures.
Reworded paragraphs (69)
Previous wording
The following discussion should be read in conjunction with our financial statements and related notes included elsewhere in this annual report on Form 10-K. Certain statements in this section are forward-looking statements as described in the Cautionary Note Regarding Forward-Looking Statements of this annual 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 annual report.
Current wording
The following discussion should be read in conjunction with our consolidated financial statements and related notes included
Previous wording
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Current wording
found in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, in our annual
Previous wording
The following section generally discusses the years ended December 31, 2024 and 2023 financial results and year-to-year analysis between these years. Discussions related to the year ended December 31, 2022 financial results and year-to-year analysis between the years ended December 31, 2023 and 2022 that are not included in this annual report can be found under Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our annual report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 27, 2024.
Current wording
report on Form 10-K for theyear ended December 31, 2024, filed with the SEC on February 19, 2025.
Previous 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:
Current wording
curiosity to protecting the world’s critical intellectual property assets. Our aim is to fuel the world’s greatest breakthroughs
Previous wording
•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 wording
by a unique combination of AI-enabled software and human expertise.
Previous wording
•Workflow solutions. Automated, flexible software tools complemented by our enriched data sets and expert analysis tailored to meet specific needs.
Current wording
•Workflow solutions. Automated, flexible software tools complemented by our enriched data sets and expert
Previous wording
•Expert services. We are home to industry specialists, consultants, and data scientists with deep subject-matter expertise and global experience.
Current wording
•Tech-enabled services. We are home to industry specialists, consultants, and data scientists with deep subject-
Previous wording
For further information about our business, customers, segments, and people, see Item 1. Business included in Part I of this annual report.
Current wording
For further information about our business, customers, segments, and people, see Item 1. Business included in Part I of this
Previous 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.
Current wording
EBITDA margin, and Free cash flow as key performance indicators that we use to evaluate our business and trends, measure
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 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.
Current wording
Adjusted EBITDA, Adjusted EBITDA margin, and Free cash flow are financial measures that are not prepared in accordance
Previous wording
•Organic. Revenue generated from pricing, up-selling, securing new customers, sales of new or enhanced product offerings, and any other revenue change drivers except for changes from acquisitions, disposals, and foreign currency.
Current wording
We define organic revenue as revenue generated from pricing, up-selling, securing new customers, sales of new or enhanced
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 define the components of revenue growth 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
Previous wording
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 wording
Our ACV, at any point in time, represents the annualized value of all active customer subscription-based license agreements
Previous 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.
Current wording
Actual subscription revenues that we recognize during any 12-month period are likely to differ from ACV at the beginning of
Previous wording
Our organic ACV grew 0.9% in 2024, compared to 2023, primarily driven by price increases. Our total ACV for 2024, compared to 2023, declined 1.1% primarily due to the ScholarOne divestiture in November 2024.
Current wording
Our organic ACV grew 1.8% in 2025, compared to 2024, primarily driven by improved product pricing. Our total ACV for
Previous 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.
Current wording
Our annual renewal rate, at any point in time, represents (a) the annualized value of all active customer subscription-based
Previous wording
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 wording
As the majority of our revenues are generated from subscription-based license agreements, we use the annual renewal rate as
Previous wording
Our annual renewal rate for the years ended December 31, 2024 and 2023 was 92% and 92%, respectively.
Current wording
Our annual renewal rate for the years ended December 31, 2025 and 2024 was 92.5% and 91.9%, respectively.
Previous 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 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
Previous wording
Our presentation of Adjusted EBITDA and Adjusted EBITDA margin should not be construed as an inference that our future results will be unaffected by any of the adjusted items, or that our projections and estimates will be realized in their entirety or at all. In addition, because of these limitations, Adjusted EBITDA should not be considered as a measure of liquidity or discretionary cash available to us to fund our cash needs, including investing in the growth of our business and meeting our obligations. For a reconciliation of Adjusted EBITDA and Adjusted EBITDA margin to Net income (loss) and Net income (loss) margin, refer to Adjusted EBITDA and Adjusted EBITDA margin (non-GAAP measures) below.
Current wording
Our presentation of Adjusted EBITDA and Adjusted EBITDA margin should not be construed as an inference that our future
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 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.
Current wording
We use Free cash flow in our operational and financial decision-making and believe it is useful to investors because similar
Previous wording
We define Free cash flow as Net cash provided by operating activities less Capital expenditures. For further discussion related to Free cash flow, including a reconciliation to Net cash provided by operating activities, refer to Liquidity and Capital Resources - Cash Flows below.
Current wording
related to Free cash flow, including a reconciliation to Net cash provided by operating activities, refer to Liquidity and
Previous wording
The preparation of the consolidated financial statements in accordance with GAAP requires management to make significant judgments and estimates that affect the amounts reported in the consolidated financial statements. We base our estimates on historical experience and various other assumptions that we believe are reasonable under the circumstances, and we review these estimates on an ongoing basis. We consider the following accounting policies and associated estimates to be critical to understanding our financial statements because the application of these policies requires management’s subjective or complex judgments about the effects of matters that are inherently uncertain. These significant judgments could have a material impact on our financial statements if actual performance should differ from historical experience or from our initial estimates, or if our assumptions were to change. For further information about our significant accounting policies, including the policies discussed below, see Note 1 - Nature of Operations and Summary of Significant Accounting Policies included in Part II, Item 8 of this annual report.
Current wording
The preparation of the consolidated financial statements in accordance with GAAP requires management to make significant
Previous wording
Most of our products and services are provided under agreements containing standard terms and conditions. The majority of our revenue is derived from subscription arrangements, which generally are initially deferred and then recognized ratably over the contract term. These arrangements typically do not require any significant judgments or estimates about when revenue should be recognized.
Current wording
Most of our products and services are provided under agreements containing standard terms and conditions. The majority of
Previous wording
A limited number of re-occurring and transaction agreements contain multiple performance obligations. We apply judgment in identifying the separate performance obligations to be delivered under the arrangement and allocating the transaction price based on the estimated standalone selling price of each performance obligation.
Current wording
A limited number of re-occurring and transaction agreements contain multiple performance obligations. We apply judgment
Previous wording
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 assessing whether a potential impairment event has occurred, we evaluate various factors, many of which are subjective and require significant judgment. Examples of such factors include significant negative industry or economic trends, persistent declines in our market value, significant changes in regulatory requirements or the legal environment, and segment changes.
Current wording
We perform goodwill impairment testing during the fourth quarter of each year, or more frequently if events or changes in
Previous wording
We engage outside experts as deemed necessary to assist in estimating the fair value of a reporting unit using a DCF model. Our DCF model relies significantly on our internal forecasts of future cash flows and long-term growth rates. Significant judgments and estimates made in this analysis include projected revenue growth rates and EBITDA margins, tax rates, terminal values, and discount rates. The use of a different set of assumptions and estimates could result in materially different results.
Current wording
We engage outside experts as deemed necessary to assist in estimating the fair value of a reporting unit using a DCF model.
Previous wording
Between 2022 and 2024, we have performed the following goodwill impairment assessments, with the associated results of each assessment:
Current wording
Between 2023 and 2025, we have performed the following goodwill impairment assessments, with the associated results of
Previous wording
Consistent with all of our quantitative goodwill impairment assessments, we used a DCF model in our interim and annual 2024 assessments to estimate the fair value of our segment reporting units. We then compared the estimated fair value to the carrying value for both of the reporting units carrying a goodwill balance (our IP reporting unit was previously fully impaired in 2023). Based on these assessments, while the estimated fair value decreased for all reporting units, we concluded that the estimated fair value of the A&G reporting unit was still substantially in excess of its carrying value. For the LS&H reporting unit, we determined the carrying value exceeded its fair value in both assessments; consequently, we recorded total goodwill impairment charges of $451.9 for 2024.
Current wording
In each assessment, we compared the estimated fair value to the carrying value for the A&G and LS&H reporting units (the
Previous wording
In completing our most recent goodwill impairment assessment in the fourth quarter of 2024, we used weighted average cost of capital (“WACC”) discount rate assumptions of 10.5% and 9% for the A&G and LS&H reporting units, respectively. The discount rates were derived using a capital asset pricing model and analyzing published rates for industries relevant to each reporting unit to estimate the cost of equity financing. We used discount rates we believe to be commensurate with the risks and uncertainty inherent in the respective reporting units and in our internally developed forecasts. A 50 basis point increase in the discount rate would have resulted in an incremental impairment charge of approximately $62 for the LS&H reporting unit and the fair value of the A&G reporting unit would be approximately 14% in excess of its carrying value.
Current wording
In completing our goodwill assessment in the fourth quarter of 2025, we used weighted average cost of capital (“WACC”)
Previous wording
Our indefinite-lived intangible assets consist of purchased brand trade names. In 2024, 2023, and 2022, we used a qualitative assessment to evaluate events and circumstances that might impact the value of each trade name. We did not identify any impairments of our indefinite-lived intangible assets in 2024, 2023, or 2022.
Current wording
Our indefinite-lived intangible assets consist of purchased brand trade names. In 2025,2024, and 2023, we used a qualitative
Previous wording
We evaluate long-lived assets, including property and equipment, definite-lived intangible assets, and right-of-use lease assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Upon such an occurrence, we assess recoverability by comparing the carrying amount of the asset group to our estimate of the future undiscounted cash flows expected to be generated by the asset group over its remaining life. We exercise judgment in selecting the appropriate assumptions to use in the estimated future undiscounted cash flows analysis. If the carrying amount of the asset group exceeds its estimated future cash flows, we recognize an impairment charge equal to the amount by which the carrying amount of the asset group exceeds its fair value.
Current wording
We evaluate long-lived assets, including property and equipment, definite-lived intangible assets, and right-of-use lease
Previous wording
Share-based compensation expense includes cost associated with stock options, restricted share units (“RSUs”), and performance share units (“PSUs”) granted to certain key members of management.
Current wording
Share-based compensation expense includes cost associated with restricted share units (“RSUs”) and performance share units
Previous wording
The share-based compensation cost of time-based RSU and PSU grants is calculated by multiplying the grant date fair value by the number of shares granted. We engage a third-party valuation expert to perform a Monte Carlo simulation that estimates the grant date fair value for PSUs that have a market-based modifier component. We recognize compensation expense over the vesting period of the award on a graded-scale basis, and we recognize forfeitures as they occur. Each quarter, we estimate the number of shares that are expected to vest and adjust our expense accordingly.
Current wording
The share-based compensation cost of time-based RSU and PSU grants is calculated by multiplying the grant date fair value
Previous wording
We recognize income taxes under the asset and liability method. Our income tax expense, deferred tax assets and liabilities, and reserves for unrecognized tax benefits reflect our best assessment of estimated current and future taxes to be paid. Significant judgments and estimates are required in determining the consolidated income tax expense for financial statement purposes. In assessing the realizability of deferred tax assets, we consider all available positive and negative evidence factors, including historical and projected future taxable income by tax jurisdiction, character and timing of income or loss, and prudent and feasible tax planning strategies. We record a valuation allowance to reduce our deferred tax assets to an amount that is more likely than not to be realized. Unforeseen future events, such as changes in market conditions and changes in tax laws, could have a material impact on the realizability of deferred tax assets.
Current wording
We recognize income taxes under the asset and liability method. Our income tax expense, deferred tax assets and liabilities,
Previous wording
The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in a multitude of jurisdictions across our global operations. We record tax benefits when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. Because of the complexity of some of these uncertainties, the ultimate resolution of our uncertain tax positions may result in a payment that is materially different from our current estimates. These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available.
Current wording
The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations
Previous wording
For a discussion related to recently issued and adopted accounting pronouncements, see Note 1 - Nature of Operations and Summary of Significant Accounting Policies included in Part II, Item 8 of this annual report.
Current wording
For a discussion related to recently issued and adopted accounting pronouncements, see Note 1 - Nature of Operations and
Previous wording
As discussed below and in the notes to the financial statements, 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:
Current wording
As discussed below and in the notes to the financial statements, the following factors had a significant impact on the
Previous wording
•In November 2024, we completed the sale of our ScholarOne business within our A&G segment.
Current wording
•In November 2024, we completed the sale of the ScholarOne product group within our A&G segment.
Previous wording
•In 2023 and 2024, we recognized substantial goodwill impairments.
Current wording
•In the second and fourth quarters of 2024, we recognized substantial goodwill impairments.
Showing the first 40 of 69 pairs. Open the source sections for the rest.
Rearranged current paragraphs (146)
Current report — wording carried from elsewhere
elsewhere in this annual report on Form 10-K. Certain statements in this section are forward-looking, subject to the risks and
Current report — wording carried from elsewhere
uncertainties described in the Cautionary Note Regarding Forward-Looking Statements and under Item 1A. Risk Factors of
Current report — wording carried from elsewhere
solutions, workflow solutions, and tech-enabled services to customers in the Academia & Government (“A&G”), Intellectual
Current report — wording carried from elsewhere
Property (“IP”), and Life Sciences & Healthcare (“LS&H”) end markets, which form the basis of our reportable segment
Current report — wording carried from elsewhere
analysis tailored to meet specific needs.
Current report — wording carried from elsewhere
We regularly monitor organic revenue growth, annualized contract value, annual renewal rates, Adjusted EBITDA, Adjusted
Current report — wording carried from elsewhere
performance, prepare financial projections, and make strategic decisions.
Current report — wording carried from elsewhere
with U.S. generally accepted accounting principles (“non-GAAP”). Although we believe these measures may be useful to
Current report — wording carried from elsewhere
investors in evaluating our business, these measures are not a substitute for GAAP financial measures or disclosures.
Current report — wording carried from elsewhere
Reconciliations of our non-GAAP measures to the most directly comparable GAAP measures are provided further below.
Current report — wording carried from elsewhere
needs. We also review year-over-year organic revenue growth by transaction type to help us identify and address broad
Current report — wording carried from elsewhere
changes in product mix, and by geography to help us identify and address changes and revenue trends by region.
Current report — wording carried from elsewhere
for the next 12 months, assuming those coming up for renewal during the measurement period are renewed at their current
Current report — wording carried from elsewhere
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
Current report — wording carried from elsewhere
evaluation of underlying sales execution and customer engagement trends. This metric is particularly important to us because
Current report — wording carried from elsewhere
the majority of our revenues are generated from subscription-based license agreements.
Current report — wording carried from elsewhere
that period, sometimes significantly, due to subsequent changes in volume (including upgrades, downgrades, newbusiness,
Current report — wording carried from elsewhere
and cancellations) and price, acquisitions, divestitures and disposals, and changes in FX.
Current report — wording carried from elsewhere
license agreements renewed during the measurement period (including the value of any product downgrades), divided by
Current report — wording carried from elsewhere
(b) the annualized value of all active subscription-based license agreements that were up for renewal during the measurement
Current report — wording carried from elsewhere
period. “Open renewals,” which we define as active customer subscription-based license agreements that were up for renewal
Current report — wording carried from elsewhere
during the measurement period but were neither renewed nor canceled, are excluded from both the numerator and
Current report — wording carried from elsewhere
denominator of the calculation. Additionally, the impact from product downgrades upon renewal is reflected in the annual
Current report — wording carried from elsewhere
renewal calculation, but the impact from product upgrades is not, because upgrades reflect the purchase of additional
Current report — wording carried from elsewhere
products and services. The impact of upgrades, new subscriptions, and improved product pricing is reflected in ACV, but not
Current report — wording carried from elsewhere
a key indicator of our ability to retain existing customers, evaluate the execution of our sales strategy and customer
Current report — wording carried from elsewhere
engagement trends, and to help analyze our historical results and prepare financial projections.
Current report — wording carried from elsewhere
investors to understand the underlying trends of our operations. Adjusted EBITDA represents Net income (loss) before the
Current report — wording carried from elsewhere
Provision (benefit) for income taxes, Depreciation and amortization, and Interest expense, net, adjusted to exclude share-
Current report — wording carried from elsewhere
based compensation, impairments, restructuring expenses, the impact of certain non-cash fair value adjustments on financial
Current report — wording carried from elsewhere
instruments, acquisition and/or disposal-related transaction costs, unrealized foreign currency gains/losses, legal settlements,
Current report — wording carried from elsewhere
and other items that are included in Net income (loss) for the period that we do not consider indicative of our ongoing
Current report — wording carried from elsewhere
operating performance. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by Revenues.
Current report — wording carried from elsewhere
results will be unaffected by any of the adjusted items, or that our projections and estimates will be realized in their entirety
Current report — wording carried from elsewhere
or at all. In addition, because of these limitations, Adjusted EBITDA should not be considered as a measure of liquidity or
Current report — wording carried from elsewhere
discretionary cash available to us to fund our cash needs, including investing in the growth of our business and meeting our
Current report — wording carried from elsewhere
obligations. For a reconciliation of Adjusted EBITDA and Adjusted EBITDA margin to Net income (loss) and Net income
Current report — wording carried from elsewhere
(loss) margin, refer to Adjusted EBITDA and Adjusted EBITDA margin (non-GAAP measures) below.
Current report — wording carried from elsewhere
measures are frequently used by securities analysts, investors, ratings agencies, and other interested parties to measure the
Current report — wording carried from elsewhere
ability of a company to service its debt. Our presentation of Free cash flow should not be considered as a measure of liquidity
Showing the first 40 of 146 passages. Open the source sections for the rest.