CLARIVATE PLC
For the period ended Sep 30, 2026. Filed Nov 3, 2026.
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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.
Sep 30, 2026 · Filed Nov 3, 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-Q
Period ended 2026-06-30; filed 2026-07-29.
0001764046-26-000091
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-03.
0001764046-26-000126
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 240 previous paragraphs and 243 current paragraphs.
140 unchanged; 65 reworded; 34 added; 34 removed; 1 previous and 4 current paragraphs rearranged.
Tables are not compared: 10 previous and 10 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 (34)
Current report
During the third quarter of 2026, we entered into a definitive commercial agreement to sell our Life Sciences & Healthcare
Current report
(“LS&H”) segment and concluded that the criteria for held-for-sale classification and discontinued operations presentation
Current report
were met as of September 30, 2026. Accordingly, the operating results of the LS&H segment have been reported as
Current report
discontinued operations and excluded from continuing operations in the Condensed Consolidated Statements of Operations
Current report
for all periods presented. Unless otherwise noted, all amounts and disclosures included throughout this MD&A reflect our
Current report
continuing operations and exclude the results of the LS&H segment. On October 6, 2026, we completed the sale of the LS&H
Current report
segment. For additional information, see Note 2 - Assets Held for Sale and Discontinued Operations.
Current report
and FX movements.
Current report
migrations from transactional offerings, partially offset by FX. Re-occurring revenues increased primarily due to higher IP
Current report
migrations from transactional offerings. Re-occurring revenues increased primarily due to FX. Transactional revenues
Current report
decreased due to product group wind-downs within A&G, as well as lower organic activity in both segments, driven in part
Current report
subscription and transactional volumes.
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FX.
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overall due to product group wind-downs within A&G and FX.
Current report
within A&G, partially offset by FX. APAC revenues benefited from subscription organic growth but decreased overall due to
Current report
Thedecrease of 22% and 13% compared to thethree and nine months ended September 30, 2025, respectively, was primarily
Current report
Thedecrease of 8% and 1% compared to thethree and nine months ended September 30, 2025, respectively, was primarily
Current report
driven by reduced personnel costs.
Current report
Thedecrease of 4% and 3% compared to thethree and nine months ended September 30, 2025, respectively, was primarily
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driven bycertain acquired intangible assets becoming fully amortized.
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quarterly report.
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Expense (Income), Net included in Part I, Item 1 of this quarterly report.
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Thedecrease of 11% and 10% compared to thethree and nine months ended September 30, 2025, respectively, was primarily
Current report
operations, net of taxes and Income (loss) from continuing operations margin for the same periods:
Current report
During the third quarter of 2026, we executed a definitive commercial agreement to sell our LS&H business. The transaction
Current report
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
Current report
capital adjustment mechanisms in the purchase agreement), a $75.0 unsecured senior note, and deferred cash consideration of
Current report
$25.0 payable upon the later of the completion of a transition services agreement and January 31, 2028 (but no later than
Current report
January 31, 2028, in any case).
Current report
have a material impact on our operating cash flows or liquidity.
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operations:
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cash flows attributable to discontinued operations:
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We intend to use the cash proceeds from the LS&H sale for additional repurchases of our Senior Secured Notes due 2028 and
Current report
Senior Notes due 2029.
Removed paragraphs (34)
Previous report
by harnessing the power of human ingenuity. From research and learning to commercialization, we offer intelligence
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structure.
Previous report
In July 2026, we announced that we entered into a definitive agreement to sell the LS&H business. We anticipate that the
Previous report
transaction will close by the end of 2026, subject to customary closing conditions, including regulatory approvals and the
Previous report
expiration of applicable waiting periods. Beginning in the third quarter of 2026, the LS&H business will be presented as a
Previous report
discontinued operation.
Previous report
Subscription revenues benefited from organic growth driven by new sales, customer migrations, and pricing actions but
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to FX. Transactional revenues decreased primarily due to lower organic activity across all segments, driven in part by
Previous report
customer migrations to subscription offerings, and product group wind-downs, primarily within A&G.
Previous report
actions, as well as FX, partially offset by product group wind-downs within LS&H. Re-occurring revenues increased
Previous report
transactional volumes. LS&H segment revenues decreased primarily due to product group wind-downs and lower
Previous report
transactional activity.
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transactional activity and product group wind-downs within A&G and LS&H. APAC (Asia Pacific) revenues decreased due
Previous report
to FX and product group wind-downs within A&G and LS&H.
Previous report
wind-downs within A&G and LS&H, partially offset by favorable FX. APAC revenues decreased primarily due to product
Previous report
group wind-downs within A&G and LS&H.
Previous report
Thedecrease of 9% and 8% compared to thethree and six months ended June 30, 2025, respectively, was primarily drivenby
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SG&A costs were largely unchanged compared to the respective comparative prior year periods.
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Thedecrease of 3% and 2% compared to thethree and six months ended June 30, 2025, respectively, was primarily driven by
Previous report
lower amortization related to certain acquired intangible assets.
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Goodwill and intangible asset impairments
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During the second quarter of 2026, we identified indicators of impairment related to the LS&H reporting unit andperformed
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an interim quantitative goodwill impairment assessment as of June 30, 2026. We determined the anticipated LS&H sale price
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under negotiation was the best estimate of fair value and, because it was below its carrying amount, resulted in a non-cash
Previous report
goodwill impairment charge of$221.7 for thethree and six months ended June 30, 2026. For further information, see Note 3 -
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Other Intangible Assets, Net and Goodwill included in Part I, Item 1 of this quarterly report.
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report.
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Thedecrease of 9% and 9% compared to thethree and six months ended June 30, 2025, respectively, was primarily driven by
Previous report
The non-cash goodwill impairment recorded during the second quarter of 2026 did not have a significant impact on our
Previous report
income tax provision because it was mostly non-deductible for tax purposes.
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margin for the same periods:
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operating performance.
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Contingencies included in Part I, Item 1 of this quarterly report.
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will depend on many factors, including the consummation of the announced sale of our LS&H business, the number of future
Reworded paragraphs (65)
Previous wording
curiosity to protecting the world’s critical intellectual property assets. Our aim is to fuel the world’s greatest breakthroughs
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curiosity to protecting the world’s critical intellectual property assets. From research and learning to commercialization, we
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solutions, workflow solutions, and tech-enabled services to customers in the Academia & Government (“A&G”), Intellectual
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offer intelligence solutions, workflow solutions, and tech-enabled services to customers in the Academia & Government
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Property (“IP”), and Life Sciences & Healthcare (“LS&H”) end markets, which form the basis of our reportable segment
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(“A&G”) and Intellectual Property (“IP”) end markets, which form the basis of our reportable segment structure.
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Our organic ACV grew 1.5% compared to June 30, 2025, primarily driven by improved product pricing. Our total ACV for
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Our organic ACV grew 1.8% compared to September 30, 2025, primarily driven by improved product pricing. Our total
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June 30, 2026, compared to June 30, 2025, increased 3.1%, primarily due to improved product pricing and FX movements.
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ACV for September 30, 2026, compared to September 30, 2025, increased 3.6%, primarily due to improved product pricing
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Our annual renewal rate of 91.9% as of June 30, 2026 remained stable compared to December 31, 2025.
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Our annual renewal rate of 93.7% as of September 30, 2026 remained stable compared to December 31, 2025.
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investors to understand the underlying trends of our operations. Adjusted EBITDA represents Net income (loss) before the
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investors to understand the underlying trends of our operations. Adjusted EBITDA represents Income (loss) from continuing
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Provision (benefit) for income taxes, Depreciation and amortization, and Interest expense, net, adjusted to exclude share-
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operations before income taxes, Depreciation and amortization, and Interest expense, net, adjusted to exclude share-based
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based compensation, impairments, restructuring expenses, the impact of certain non-cash fair value adjustments on financial
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compensation, impairments, restructuring expenses, the impact of certain non-cash fair value adjustments on financial
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and other items that are included in Net income (loss) for the period that we do not consider indicative of our ongoing
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and other items that are included in Income (loss) from continuing operations for the period that we do not consider indicative
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operating performance. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by Revenues.
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of our ongoing operating performance. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by Revenues.
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obligations. Our reconciliation between Net income (loss) and Net income (loss) margin and Adjusted EBITDA and Adjusted
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obligations. Our reconciliation between Income (loss) from continuing operations, net of taxes and Income (loss) from
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EBITDA margin is provided further below.
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continuing operations margin and Adjusted EBITDA and Adjusted EBITDA margin is provided further below.
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In December 2024, the Board approved the wind-down of three product groups within the LS&H and A&G segments, which
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In December 2024, the Board approved the wind-down of certain product groups within the A&G segment, which continued
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is continuing into 2026 and partially affects prior year comparability as further discussed below.
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through Q2 2026 and partially affects prior year comparability as further discussed below.
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Subscription revenues increased primarily due to organic growth driven by new sales, customer migrations, and pricing
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Subscription revenues increased primarily due to organic growth driven by new sales, pricing actions, andcustomer
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primarily due to FX. Transactional revenues decreased due to product group wind-downs, primarily within A&G, as well as
Current wording
volumes. Transactional revenues decreased due to product group wind-downs within A&G, as well as lower organic activity
Previous wording
lower organic activity across all segments, driven in part by customer migrations to subscription offerings.
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in both segments, driven in part by customer migrations to subscription offerings.
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overall due to product group wind-downs. IP segment revenues decreased primarily due to lower subscription and
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overall due to product group wind-downs. IP segment revenues decreased due to product group wind-downs, FX, and lower
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overall due to product group wind-downs. IP segment revenues increased due to FX, partially offset by lower organic
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overall due to product group wind-downs. IP segment revenues decreased due to lower organic activity, partially offset by
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downs within A&G and LS&H. EMEA (Europe/Middle East/Africa) revenues decreased due to lower re-occurring and
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downs within A&G. EMEA (Europe/Middle East/Africa) revenues decreased due to product group wind-downs within A&G
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activity. LS&H segment revenues decreased due to product group wind-downs and lower transactional activity.
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and lower transactional activity. APAC (Asia Pacific) revenues benefited from subscription organic growth but decreased
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within A&G and LS&H. EMEA revenues decreased due to lower re-occurring and transactional activity and product group
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within A&G. EMEA revenues decreased due to lower re-occurring and transactional activity and product group wind-downs
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decreased overall primarily due to product group wind-downs within LS&H. Re-occurring revenues increased primarily due
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product group wind-downs within A&G.
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product wind-downs and improved cost management.
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driven by product wind-downs and improved cost management.
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fourth quarter of 2024 and is our only active restructuring program as of June 30, 2026. We expect this program to continue
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fourth quarter of 2024 and is our only active restructuring program as of September 30, 2026. We expect this program to
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throughout 2026 and into 2027. For further information, see Note 7 - Restructuring included in Part I, Item 1 of this quarterly
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continue throughout 2026 and into 2027. For further information, see Note 8 - Restructuring included in Part I, Item 1 of this
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The net change of$28.7 and$56.8 compared to thethree and six months ended June 30, 2025, respectively, was primarily
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The net change of$17.4 and$42.0 compared to thethree and nine months ended September 30, 2025, respectively, was
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driven by the net impact of realized and unrealized gains and losses on foreign currency transactions, with the largest impacts
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primarily driven by the net impact of realized and unrealized gains and losses on foreign currency transactions, with the
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derived from transactions denominated in GBP. For further information, see Note 8 - Other Operating Expense (Income), Net
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largest impacts derived from transactions denominated in GBP. For further information, see Note 9 - Other Operating
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lower interest rates on our outstanding variable-rate debt and reduced total debt outstanding.
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driven by reduced total debt outstanding.
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The income tax provision of$8.0 and$12.3 for thethree months ended June 30, 2026 and 2025, respectively, was primarily
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The income tax provision of$5.5 and$2.3 for thethree months ended September 30, 2026 and 2025, respectively, was
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The income tax provision of$19.4 and$31.1 for thesix months ended June 30, 2026 and 2025, respectively, was primarily
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The income tax provision of$23.4 and$29.0 for thenine months ended September 30, 2026 and 2025, respectively, was
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The following table presents our calculation of Adjusted EBITDA and Adjusted EBITDA margin for thethree and six
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The following table presents our calculation of Adjusted EBITDA and Adjusted EBITDA margin for thethree and nine
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months ended June 30, 2026 and 2025, and reconciles these non-GAAP measures to Net income (loss) and Net income (loss)
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months ended September 30, 2026 and 2025, and reconciles these non-GAAP measures to Income (loss) from continuing
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(1)Includes the net impact of foreign exchange gains and losses related to the remeasurement of balances and other items that do not reflect our ongoing
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(1)Includesthe net impact of foreign exchange gains and losses related to the remeasurement of balances, the impact of initiatives to reduce our cost
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June 30, 2026, we had$217.7 ofcash and$768.6 of available borrowing capacity under our revolving credit facility.
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September 30, 2026, we had$257.0 of cash and$768.6 of available borrowing capacity under our revolving credit facility.
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management also contribute to our ability to generate solid operating cash flows.
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management also contribute to our ability to generate solid operating cash flows. The disposition of LS&H is not expected to
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The following table presents our consolidated cash flows by activity:
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The following table presents our consolidated cash flows by activity, including cash flows attributable to discontinued
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Net cash used for financing activities increased primarily due to the debt redemption and debt repurchases in the current year,
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Net cash used for financing activities increased primarily due to the debt redemption and debt repurchases made in the
Showing the first 40 of 65 pairs. Open the source sections for the rest.
Rearranged current paragraphs (4)
Current report — wording carried from elsewhere
Subscription revenues increased primarily due to organic growth driven by new sales, pricing actions, andcustomer
Current report — wording carried from elsewhere
by customer migrations to subscription offerings.
Current report — wording carried from elsewhere
structure related to the LS&H divestiture, and other items that do not reflect our ongoing operating performance.
Current report — wording carried from elsewhere
or debt financings; however, additional funds may not be available on terms acceptable to us.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
available on terms acceptable to us.