CLARIVATE PLC
For the period ended Sep 30, 2026. Filed Nov 3, 2026.
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Sep 30, 2026 · Filed Nov 3, 2026
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Notes to the Condensed Consolidated Financial Statements
Note 1: Nature of Operations and Summary of Significant Accounting Policies
Clarivate Plc (“Clarivate,” “us,” “we,” “our,” or the “Company”) is a public limited company incorporated under the laws of
Jersey, Channel Islands.
We are a leading global provider of transformative intelligence. We support the entire innovation lifecycle, from cultivating
curiosity to protecting the world’s critical intellectual property assets. We offer intelligence solutions, workflow solutions,
and tech-enabled services to our customers in the Academia & Government (“A&G”) and Intellectual Property (“IP”) end
markets, which form the basis of ourtwo reportable segments, organized by the different products and services we offer and
the markets we serve. For additional information on our reportable segments, see Note 12 - Segment Information.
During the third quarter of 2026, we entered into a definitive commercial agreement to sell our Life Sciences & Healthcare
(“LS&H”) segment and concluded that the criteria for held-for-sale classification and discontinued operations presentation
were met as of September 30, 2026. On October 6, 2026, we completed the sale of the LS&H segment. Unless otherwise
noted, all amounts and disclosures included in these Notes to the Condensed Consolidated Financial Statements reflect our
continuing operations and exclude the results of the LS&H segment. For additional information, see Note 2 - Assets Held for
Sale and Discontinued Operations.
Basis of Presentation
The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally
accepted accounting principles (“GAAP”) and include our accounts and those of our wholly owned subsidiaries. In our
opinion, these interim statements reflect all adjustments necessary for a fair presentation of the results for the periods
presented, and such adjustments are of a normal, recurring nature. Results for interim periods are not necessarily indicative of
results for the full year. The financial statements included herein should be read in conjunction with the financial statements
and notes included in our annual report on Form 10-K for the year ended December 31, 2025. The year-end condensed
balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. All
significant intercompany transactions and balances have been eliminated in consolidation.
Certain reclassifications of prior period amounts have been made to conform to the current period presentation, including the
held-for-sale classification and discontinued operations presentation for the LS&H business, as further described in Note 2 -
Assets Held for Sale and Discontinued Operations.
Cash and cash equivalents is comprised of cash on hand and short-term deposits with an original maturity at the date of
purchase of three months or less, and includes restricted cash of$10.7 and$12.6 as of September 30, 2026 and December 31,
2025, respectively.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions
that affect the reported amounts in the Condensed Consolidated Financial Statements and accompanying notes. Actual results
could differ from those estimates. The most significant of these estimates relate to our asset impairment analyses and income
taxes. We evaluate these estimates, assumptions, and judgments on an ongoing basis by reference to our historical experience
and other factors, including expectations of future events that we believe are reasonable under the circumstances.
For example, we continue to monitor rapidly changing macroeconomic, industry, and competitive conditions to evaluate for
potential triggering events, which may occur in an interim period. If we determine that a triggering event has occurred, we
will update our impairment assessment by reviewing and potentially changing assumptions and estimates, which could result
in future impairment charges.
Significant Accounting Policies
Our significant accounting policies are those that we believe are important to the portrayal of our financial condition and
results of operations, as well as those that involve significant judgments or estimates about matters that are inherently
uncertain. There have been no material changes to the significant accounting policies discussed in Note 1 - Nature of
Operations and Summary of Significant Accounting Policies included in Part II, Item 8 of our annual report on Form 10-K for
theyear ended December 31, 2025.
Recently Adopted Accounting Standards
In July 2025, the FASB issued ASU 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets,
which provides a practical expedient to measure credit losses on current accounts receivable and current contract assets. The
practical expedient allows entities to assume that current conditions as of the balance sheet date do not change for the
remaining life of the asset when measuring credit losses. We adopted this standard on a prospective basis in the first quarter
of 2026, with no material impact on our financial statements or related disclosures.
Recently Issued Accounting Standards
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, which requires footnote
disclosure that disaggregates relevant expense captions, including the total amount of selling expenses. The amendments in
this update are effective for annual periods beginning after December 15, 2026 and interim reporting periods beginning after
December 15, 2027 on a prospective basis, with the option for retrospective application. Early adoption is permitted. We are
currently assessing the impact of this update on our financial statement disclosures.
In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software,
which removes all references to project stages and clarifies the threshold that entities apply to begin capitalizing costs. The
update further specifies required disclosures for all capitalized internal-use software costs. The amendments in this update are
effective for fiscal years, including interim reporting periods, beginning after December 15, 2027, with early adoption
permitted as of the beginning of an annual reporting period. Entities are permitted to apply the new guidance using a
prospective, modified, or retrospective transition approach. We are currently assessing the impact of this update on our
financial statements and related disclosures.
Note 2: Assets Held for Sale and Discontinued Operations
During the third quarter of 2026, we executed a definitive commercial agreement to sell our LS&H business. The transaction
closed on October 6, 2026 and we received$488.4 in cash at close (net of closing costs and after giving effect to the working
capital adjustment mechanisms in the purchase agreement), a$75.0 unsecured senior note, and deferred cash consideration of
$25.0 payable uponthe later of the completion of a transition services agreement and January 31, 2028 (but no later than
January 31, 2028, in any case). The divestiture is part of the previously announced strategic shift that will allow us to increase
our focus on our A&G and IP businesses and strengthen our balance sheet through reduced indebtedness.
During the second quarter of 2026, we recognized a$221.7 goodwill impairment charge because the estimated fair value of
the LS&H reporting unit, as indicated by the anticipated sale price under negotiation, was below its carrying amount. During
the three months ended September 30, 2026, we recognized a$62.2 goodwill impairment charge based on the carrying value
of the LS&H net assets held for sale as of September 30, 2026 and a$10.1 loss on the classification of the LS&H segment as
held for sale. This amount is subject to adjustment during the fourth quarter of 2026 based on the carrying value of LS&H net
assets as of the close date.
We determined that thecriteria for held-for-sale classification and discontinued operations presentation were met as of
September 30, 2026. Accordingly, the operating results of the LS&H segment have been reported as discontinued operations
and excluded from continuing operations in the Condensed Consolidated Statements of Operations for all periods presented.
In addition, the related assets and liabilities have been reclassified to assets held for sale and liabilities held for sale in the
Condensed Consolidated Balance Sheets. Disposal group net assets are recorded at the lower of their carrying amount or
estimated fair value less costs to sell. Prior period amounts have been reclassified to conform to current period presentation.
The following table summarizes the carrying amounts of the major classes of assets and liabilities classified as held for sale in
the Condensed Consolidated Balance Sheets as of the periods indicated:
| September 30, 2026 | December 31, 2025 | |
|---|---|---|
| ASSETS | ||
| Accounts receivable, net | $54.3 | $124.9 |
| Prepaid expenses | 13.0 | 15.0 |
| Other current assets | 3.3 | 2.9 |
| Current assets held for sale | $70.6 | $142.8 |
| Property and equipment, net | 1.0 | 0.7 |
| Other intangible assets, net | 484.0 | 492.2 |
| Goodwill | 193.9 | 477.8 |
| Other non-current assets | 8.0 | 8.2 |
| Deferred income taxes | 0.8 | 1.1 |
| Operating lease right-of-use assets | 2.1 | 1.2 |
| Valuation allowance on disposal group classified as held for sale | (10.1) | – |
| Non-current assets held for sale | $679.7 | $981.2 |
| LIABILITIES | ||
| Accounts payable | $6.0 | $11.8 |
| Accrued compensation | 24.1 | 32.1 |
| Accrued expenses and other current liabilities | 10.3 | 13.0 |
| Current portion of deferred revenues | 103.7 | 141.2 |
| Current portion of operating lease liability | 0.4 | 0.6 |
| Current liabilities held for sale | $144.5 | $198.7 |
| Other non-current liabilities | 5.0 | 5.1 |
| Deferred income taxes | 9.0 | 10.3 |
| Operating lease liabilities | 1.8 | 0.6 |
| Non-current liabilities held for sale | $15.8 | $16.0 |
The following table summarizes the financial results of our discontinued operations, presented as Income (loss) from
discontinued operations in the Condensed Consolidated Statements of Operations for the periods indicated:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Revenues | $86.3 | $92.8 | $268.3 | $291.5 |
| Operating expenses: | ||||
| Cost of revenues | 35.5 | 39.7 | 109.7 | 117.5 |
| Selling, general and administrative costs | 30.4 | 24.3 | 75.6 | 76.3 |
| Depreciation and amortization | – | 23.2 | 47.3 | 68.9 |
| Goodwill and intangible asset impairments | 62.2 | – | 283.9 | – |
| Loss on classification as held for sale | 10.1 | – | 10.1 | – |
| Restructuring costs | 0.4 | 4.0 | 4.1 | 11.6 |
| Other operating expense (income), net | (0.1) | 3.5 | 1.2 | 2.2 |
| Total operating expenses | 138.5 | 94.7 | 531.9 | 276.5 |
| Provision (benefit) for income taxes | 2.2 | 1.5 | 3.7 | 5.9 |
| Income (loss) from discontinued operations, net of taxes | $(54.4) | $(3.4) | $(267.3) | $9.1 |
The following table presents depreciation and amortization, capital expenditures, andother significant noncash operating and
investing activities, as applicable, from discontinued operations that are included in the accompanying Condensed
Consolidated Statements of Cash Flows:
| Nine Months Ended September 30, | ||
|---|---|---|
| 2026 | 2025 | |
| Depreciation and amortization | $47.3 | $68.9 |
| Capital expenditures | 40.9 | 43.9 |
| Goodwill and intangible asset impairments | 283.9 | – |
| Loss on classification as held for sale | 10.1 | – |
| Share-based compensation | 8.2 | 8.5 |
Note 3: Revenues
We derive revenue through subscriptions to our product offerings, re-occurring contracts in our IP segment, and transactional
sales that are typically quoted on a product, data set, or project basis.
Subscription-based revenuesare recurring revenues that we typically earn under annual contracts, pursuant to which
we license the right to use our products to our customers or provide maintenance services over a contractual term. We
invoice and collect the subscription fee at the beginning of the subscription period. For multi-year agreements, we
generally invoice customers annually at the beginning of each annual coverage period. Cash received or receivable in
advance of completing the performance obligations is included in deferred revenue. We recognize subscription
revenue ratably over the contract term as the access or service is provided.
Re-occurring revenues are derived solely from the patent and trademark renewal services provided by our IP
segment. Our services help customers maintain and protect their patents and trademarks in multiple jurisdictions
around the world. Because of the re-occurring nature of the patent and trademark lifecycle, our customers engage us on
a regular basis to ensure their intellectual property rights remain protected. These contracts typically include evergreen
clauses or are multi-year agreements. We invoice and recognize revenue upon delivery of the service.
Transactional revenues are earned for specific deliverables that are typically quoted on a product, data set, or project
basis. Transactional revenues include content sales (including single-document and aggregated collection sales),
consulting engagements, and other professional services such as software implementation services. We typically
invoice and record revenue for this revenue stream upon delivery of the product, data set, project, or related
performance obligations.
The following table summarizes our revenues disaggregated by transaction type (see Note 12 - Segment Information for
revenues by segment):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Subscription | $338.3 | $335.9 | $1,004.7 | $989.4 |
| Re-occurring | 105.8 | 105.3 | 323.7 | 320.1 |
| Recurring revenues | 444.1 | 441.2 | 1,328.4 | 1,309.5 |
| Transactional | 37.5 | 89.1 | 144.0 | 237.2 |
| Revenues | $481.6 | $530.3 | $1,472.4 | $1,546.7 |
The following table presents our contract balances:
| September 30, 2026 | December 31, 2025 | |
|---|---|---|
| Accounts receivable, net | $747.4 | $696.8 |
| Current portion of deferred revenues | $761.3 | $737.4 |
| Non-current portion of deferred revenues(1) | $19.1 | $15.6 |
(1)Included in Other non-current liabilities on the Condensed Consolidated Balance Sheets.
During thenine months ended September 30, 2026, we recognized revenues of$564.8 attributable to deferred revenues
recorded at the beginning of the period, primarily consisting of subscription revenues recognized ratably over the contractual
term.
Our remaining performance obligations are included in the current or non-current portion of deferred revenues on the
Condensed Consolidated Balance Sheets. The majority of these obligations relate to customer contracts where we license the
right to use our products or provide maintenance services over a contractual term, generally one year or less.
Note 4: Other Intangible Assets, Net
Other intangible assets, net
The following table summarizes the gross carrying amounts and accumulated amortization of our identifiable intangible
assets by major class:
| September 30, 2026 | December 31, 2025 | |||||
|---|---|---|---|---|---|---|
| Gross | Accumulated Amortization | Net | Gross | Accumulated Amortization | Net | |
| Customer relationships | $7,393.1 | $(1,949.7) | $5,443.4 | $7,401.6 | $(1,707.9) | $5,693.7 |
| Technology and content | 2,382.2 | (1,255.2) | 1,127.0 | 2,382.5 | (1,140.6) | 1,241.9 |
| Computer software | 1,090.9 | (656.1) | 434.8 | 1,046.1 | (619.1) | 427.0 |
| Trade names and other | 58.3 | (35.9) | 22.4 | 58.0 | (32.6) | 25.4 |
| Definite-lived intangible assets | 10,924.5 | (3,896.9) | 7,027.6 | 10,888.2 | (3,500.2) | 7,388.0 |
| Indefinite-lived trade names | 127.9 | – | 127.9 | 127.9 | – | 127.9 |
| Other intangible assets, net | $11,052.4 | $(3,896.9) | $7,155.5 | $11,016.1 | $(3,500.2) | $7,515.9 |
Amortization expense related to intangible assets was$157.7 and$162.8 for thethree months ended September 30, 2026 and
2025, respectively. For thenine months ended September 30, 2026 and 2025, amortization expense was$469.2 and$483.0,
respectively.
Note 5: Derivative Instruments
We are exposed to various market risks, including foreign currency exchange rate risk and interest rate risk. We use
derivative instruments to manage these risk exposures. We enter into foreign currency contracts and cross-currency swaps to
help manage our exposure to foreign currency exchange rate risk and we use interest rate swaps to mitigate interest rate risk.
We assess the fair value of these instruments by considering current and anticipated movements in future interest rates and
the relevant currency spot and future rates available in the market. Accordingly, these instruments are classified within Level
2 of the fair value hierarchy.
Cash flow hedges
We have interest rate swap arrangements with counterparties to reduce our exposure to variability in cash flows related to
interest payments on our outstanding term loans. These swaps are designated as cash flow hedges of the risk associated with
floating interest rates on designated future monthly interest payments. We determine the fair value of our interest rate swaps
by comparing the present value of the remaining fixed payments to the present value of the remaining floating payments,
using discount factors based on interest rate yield curves.
As of September 30, 2026, we have outstanding interest rate swaps with an aggregate notional value of$1,748.2. This
amount includes five swap arrangements currently in effect andtwo forward-starting swaps that are scheduled to commence
on the October 2026 maturity date of the May 2023 swaps, as further summarized in the table below:
| Type | Notional Value | Effective Date | Maturity Date |
|---|---|---|---|
| Swaps entered May 2023 | $730.5 | May 2023 | October 2026 |
| Swaps entered June 2025 | 402.7 | June 2025 | January 2031 |
| Swaps entered December 2025 | 115.0 | December 2025 | January 2031 |
| Forward-starting swaps entered August 2025 | 500.0 | October 2026 | January 2030 |
| Total | $1,748.2 | ||
Changes in fair value are recorded in Accumulated other comprehensive loss (“AOCL”) in the Condensed Consolidated
Balance Sheets, with a corresponding adjustment to the derivative asset or liability. Amounts recorded in AOCL are
reclassified to Interest expense, net in the same period during which the hedged transactions affect earnings. As of September
30, 2026, we estimate that approximately$10.7 of pre-tax gain related to interest rate swaps recorded in AOCL will be
reclassified into earnings within the next 12 months. For additional information on changes recorded in AOCL, see Note 7 -
Shareholders' Equity.
Fair value hedges
In June and December 2025, we entered into three cross-currency swaps with a combined notional value of€448.0, maturing
in January 2031, to mitigate foreign currency exposure related to intercompany loans and economically reduce interest
expense. We have designated these swaps as fair value hedges. We elected to assess the effectiveness of these hedges based
on changes in spot rates. We determine the fair value of our cross-currency swaps by comparing the present value of the
remaining cash flows in the non-valuation currency (converted using the month-end spot rate) to the present value of the
remaining cash flows in the valuation currency.
Changes in fair value are recognized as foreign exchange gains or losses within Other operating expense (income), net, and
are intended to offset the foreign exchange gains or losses arising from the remeasurement of the hedged intercompany loans.
Unrealized gains or losses on components excluded from the hedge effectiveness assessment are recorded in AOCL and are
reclassified into earnings over the life of the swaps. For additional information on changes recorded in AOCL, see Note 7 -
Shareholders' Equity.
Net investment hedge
In July 2023, we entered into a€100.0 cross-currency swap maturing in November 2026 to mitigate foreign currency
exposure related to our net investment in various euro-functional-currency consolidated subsidiaries. We have designated this
swap as a net investment hedge. We elected to assess the effectiveness of this net investment hedge based on changes in spot
rates and we amortize the portion of the hedge excluded from the effectiveness assessment to Interest expense, net over the
life of the swap.
Changes in fair value related to the effective portion of the hedge are recorded in AOCL as part of the foreign currency
translation adjustment, with a corresponding adjustment to the derivative asset or liability. Any accumulated gain or loss will
be reclassified into earnings when the hedged net investment is either sold or substantially liquidated. For additional
information on changes recorded in AOCL, see Note 7 - Shareholders' Equity.
Derivatives not designated as accounting hedges
We periodically enter into foreign currency forward contracts, generally with maturities of 180 days or less, to reduce our
exposure to foreign exchange rate risks. These contracts are not designated as accounting hedges. As of September 30, 2026
and December 31, 2025, the notional amount of our outstanding foreign currency forward contracts was$153.0 and$162.1,
respectively.
We initially recognize these contracts at fair value on the execution date and subsequently remeasure them at the end of each
reporting period. We determine the fair value of these instruments by comparing the notional value of the trade using the
current month-end exchange rate to the notional value of the trade using the trade date exchange rate.
The gain or loss related to the change in fair value for these contracts is recognized within Other operating expense (income),
net. We recognized a loss (gain) from the fair value adjustment of$0.0 and$2.5 for thethree months ended September 30,
2026 and 2025, respectively, and$3.3 and$(0.8) for thenine months ended September 30, 2026 and 2025, respectively.
The following table provides the location and the fair value of our derivative instruments in the Condensed Consolidated
Balance Sheets as of September 30, 2026 and December 31, 2025:
| Balance Sheet Location | September 30, 2026 | December 31, 2025 | |
|---|---|---|---|
| Cash flow hedging relationships | |||
| Interest rate swaps | Other current assets | $0.6 | $3.2 |
| Interest rate swaps | Other non-current assets | 45.5 | 1.8 |
| Interest rate swaps | Other non-current liabilities | – | 3.6 |
| Fair value hedging relationships | |||
| Cross-currency swaps | Other non-current assets | 3.7 | – |
| Cross-currency swaps | Other non-current liabilities | – | 5.8 |
| Net investment hedge | |||
| Cross-currency swap | Accrued expenses and other current liabilities | 3.8 | 8.0 |
| Not designated as accounting hedges | |||
| Foreign currency forwards | Other current assets | – | 1.2 |
| Foreign currency forwards | Accrued expenses and other current liabilities | 2.2 | 0.1 |
| Total derivative assets | $49.8 | $6.2 | |
| Total derivative liabilities | $6.0 | $17.5 | |
Note 6: Debt
The following table summarizes our total indebtedness:
| September 30, 2026 · December 31, 2025 | |||||
|---|---|---|---|---|---|
| Type | Maturity | EffectiveInterestRate | CarryingValue | EffectiveInterestRate | CarryingValue |
| Senior Secured Notes | 2026 | 4.500% | $– | 4.500% | $100.0 |
| Senior Secured Notes | 2028 | 3.875% | 750.0 | 3.875% | 921.2 |
| Senior Notes | 2029 | 4.875% | 900.0 | 4.875% | 921.4 |
| Revolving Credit Facility | 2029 | 6.651% | – | 6.466% | – |
| Term Loan Facility (Tranche 1) | 2031 | 6.651% | 1,999.2 | 6.466% | 1,999.2 |
| Term Loan Facility (Tranche 2) | 2031 | 7.151% | 500.0 | 6.966% | 500.0 |
| Finance lease | 2036 | 6.936% | 26.9 | 6.936% | 28.1 |
| Total debt outstanding | 4,176.1 | 4,469.9 | |||
| Debt discounts and issuance costs | (37.7) | (46.9) | |||
| Current portion of long-term debt(1) | (1.6) | (101.5) | |||
| Long-term debt | $4,136.8 | $4,321.5 | |||
(1)As of December 31, 2025,$100.0 of the Senior Secured Notes due 2026 were outstanding, which we fully redeemed in January 2026.
Senior Secured Notes (2026)
In January 2026, we redeemed the remaining$100.0 aggregate principal amount of the outstanding Senior Secured Notes due
2026, plus accrued and unpaid interest through the January 30, 2026 redemption date.
Senior Secured Notes (2028) and Senior Notes (2029)
Interest on the Senior Secured Notes due 2028 and the Senior Notes due 2029 is payable semi-annually to holders of record
on June 30 and December 30 of each year. The Senior Secured Notes due 2028 are secured on a first-lien pari passu basis
with borrowings under our credit facilities. Both series of Notes are guaranteed on a joint and several basis by each of our
indirect subsidiaries that is an obligor or guarantor under our credit facilities.
During thenine months ended September 30, 2026, we repurchased a portion of the Senior Secured Notes due 2028 and the
Senior Notes due 2029 for$184.2 in cash and retired the associated debt with an aggregate carrying value of$192.6. These
open market and tender offer transactions were accounted for as debt extinguishments, resulting in a net gain of$1.5 and$7.4
recorded within Interest expense, net for thethree and nine months ended September 30, 2026, respectively.
The Credit Facilities
Revolving Credit Facility (2029)
Our$775.0 revolving credit facility provides for revolving loans, same-day borrowings, and letters of credit (with a sublimit
of$77.0). Proceeds of loans made under the revolving credit facility may be borrowed, repaid, and reborrowed prior to its
maturity in January 2029 (subject to a “springing” maturity date that is 91 days prior to the maturity date of the Senior
Secured Notes due 2028, but only to the extent that those notes have not been refinanced or extended prior to their original
maturity date). As of September 30, 2026, letters of credit totaling$6.4 were collateralized by the revolving credit facility.
Term Loan Facility (2031)
Our term loan facility matures in January 2031 and consists of two tranches of term loans. Our Tranche 1 term loans carry a
base interest rate at Term SOFR, plus 2.75% per annum. Our Tranche 2 term loans carry a base interest rate at Term SOFR,
plus 3.25% per annum.
The carrying value of our variable interest rate debt, excluding unamortized debt issuance costs, approximates fair value due
to the short-term nature of the interest rate benchmark rates. The fair value of the fixed rate debt is estimated based on market
observable data for debt with similar prepayment features. The fair value of our debt was $3,970.0 and$4,369.9 at September
30, 2026 and December 31, 2025, respectively, and is considered Level 2 under the fair value hierarchy.
Note 7: Shareholders' Equity
Share Repurchase Program
In December 2024, the Board authorizeda share repurchase program of up to$500.0 of our ordinary sharesfor a period of
two years, from January 1, 2025 through December 31, 2026. During thenine months ended September 30, 2026, we
repurchased approximately 7.0 million ordinary shares for$18.1 at an average price of$2.59 per share. All repurchased
shares were immediately retired and restored as authorized but unissued ordinary shares.
Accumulated Other Comprehensive Loss (“AOCL”)
The following tables provide information about the changes in AOCL by component and the related amounts reclassified to
net earnings during the periods indicated (net of tax):
| Nine Months Ended September 30, 2026 | ||||
|---|---|---|---|---|
| Hedging relationships(1) | Defined benefit pension plans | Foreign currency translation adjustment(2) | AOCL | |
| Balance as of December 31, 2025 | $2.3 | $(1.1) | $(454.3) | $(453.1) |
| Other comprehensive income (loss) before reclassifications | 41.5 | 0.2 | 9.4 | 51.1 |
| Reclassifications from AOCL to net earnings | (4.5) | – | (0.7) | (5.2) |
| Net other comprehensive income (loss) | 37.0 | 0.2 | 8.7 | 45.9 |
| Balance as of September 30, 2026 | $39.3 | $(0.9) | $(445.6) | $(407.2) |
| Nine Months Ended September 30, 2025 | ||||
|---|---|---|---|---|
| Hedging relationships(1) | Defined benefit pension plans | Foreign currency translation adjustment(2) | AOCL | |
| Balance as of December 31, 2024 | $10.7 | $(0.4) | $(536.6) | $(526.3) |
| Other comprehensive income (loss) before reclassifications | 0.9 | 0.1 | 88.5 | 89.5 |
| Reclassifications from AOCL to net earnings | (9.0) | – | (0.6) | (9.6) |
| Net other comprehensive income (loss) | (8.1) | 0.1 | 87.9 | 79.9 |
| Balance as of September 30, 2025 | $2.6 | $(0.3) | $(448.7) | $(446.4) |
(1)Includes amounts related to our interest rate swaps designated as cash flow hedges and the excluded component of our cross-currency swaps designated
as fair value hedges. Refer to Note 5 - Derivative Instruments for further information.
(2)Includes the impact of translating foreign subsidiary assets and liabilities from their functional currency to USD, as well as amounts related to our cross-
currency swap designated as a net investment hedge.
Note 8: Restructuring
We have engaged in various restructuring programs to strengthen our business and streamline our operations, including
taking actions related to the location and use of leased facilities. Our recent restructuring programs include the following:
Value Creation Plan - During the fourth quarter of 2024, we approved a broad-based plan to optimize our business
model, which includes reductions in force and lease rationalization activities. We expect to incur approximately$17 of
additional costs associated with this plan, primarily in 2026 and early 2027.
Segment Optimization - During the second quarter of 2023, we approved a restructuring plan to reduce operational
costs within targeted areas of the Company, with the primary cost savings driver being from a reduction in workforce.
This program is complete.
The following table summarizes the pre-tax charges by activity and program during the periods indicated:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Severance and related benefit costs | ||||
| Value Creation Plan | $2.5 | $7.2 | $21.6 | $32.5 |
| Segment Optimization | – | – | – | 0.3 |
| Exit and disposal costs | ||||
| Value Creation Plan | 2.0 | 0.7 | 3.3 | 1.5 |
| Restructuring costs | $4.5 | $7.9 | $24.9 | $34.3 |
The following table summarizes the pre-tax charges by program and segment during the periods indicated:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Academia & Government | ||||
| Value Creation Plan | $3.2 | $3.3 | $11.5 | $19.9 |
| Intellectual Property | ||||
| Value Creation Plan | 1.9 | 4.4 | 13.4 | 12.4 |
| Segment Optimization | – | – | – | 0.3 |
| Total IP | 1.9 | 4.4 | 13.4 | 12.7 |
| Unallocated corporate costs(1) | (0.6) | 0.2 | – | 1.7 |
| Restructuring costs | $4.5 | $7.9 | $24.9 | $34.3 |
(1)See Note 12 - Segment Information for a description of unallocated corporate costs.
The table below summarizes the changes in our restructuring reserves by activity during the periods indicated:
| Severance andrelated benefit costs | Exit and disposal costs | Total | |
|---|---|---|---|
| Reserve balance as of December 31, 2025 | $6.0 | $– | $6.0 |
| Expenses recorded | 21.6 | 3.3 | 24.9 |
| Payments made | (25.7) | (2.0) | (27.7) |
| Noncash items | (0.1) | (0.1) | (0.2) |
| Reserve balance as of September 30, 2026 | $1.8 | $1.2 | $3.0 |
| Reserve balance as of December 31, 2024 | $1.7 | $– | $1.7 |
| Expenses recorded | 32.8 | 1.5 | 34.3 |
| Payments made | (25.9) | (0.9) | (26.8) |
| Noncash items | (2.6) | – | (2.6) |
| Reserve balance as of September 30, 2025 | $6.0 | $0.6 | $6.6 |
Note 9: Other Operating Expense (Income), Net
Other operating expense (income), net, consisted of the following:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Net foreign exchange loss (gain) | $0.2 | $(14.4) | $(11.2) | $35.9 |
| Miscellaneous expense (income), net | 0.9 | (1.9) | 2.8 | (2.3) |
| Other operating expense (income), net | $1.1 | $(16.3) | $(8.4) | $33.6 |
Note 10: Income Taxes
We compute our provision (benefit) for income taxes by applying the estimated annual effective tax rate to year-to-date pre-
tax income (loss) and adjust the provision for discrete tax items recorded in the period.
The income taxprovision of$5.5 and$2.3 for thethree months ended September 30, 2026 and 2025, respectively, was
The income taxprovision of$23.4 and$29.0 for thenine months ended September 30, 2026 and 2025, respectively, was
Note 11: Earnings Per Share
The following table presents the computation of basic and diluted EPS for the periods indicated:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Income (loss) from continuing operations, net of taxes | $(26.4) | $(24.9) | $(122.3) | $(213.3) |
| Income (loss) from discontinued operations, net of taxes | (54.4) | (3.4) | (267.3) | 9.1 |
| Net income (loss) | $(80.8) | $(28.3) | $(389.6) | $(204.2) |
| Basic, weighted average shares outstanding | 639.7 | 668.3 | 639.9 | 679.7 |
| Weighted average effect of potentially dilutive shares | – | – | – | – |
| Diluted, weighted average shares outstanding | 639.7 | 668.3 | 639.9 | 679.7 |
| Basic earnings (loss) per share: | ||||
| Continuing operations | $(0.04) | $(0.04) | $(0.19) | $(0.31) |
| Discontinued operations | (0.09) | – | (0.42) | 0.01 |
| Basic earnings (loss) per share | $(0.13) | $(0.04) | $(0.61) | $(0.30) |
| Diluted earnings (loss) per share: | ||||
| Continuing operations | $(0.04) | $(0.04) | $(0.19) | $(0.31) |
| Discontinued operations | (0.09) | – | (0.42) | 0.01 |
| Diluted earnings (loss) per share | $(0.13) | $(0.04) | $(0.61) | $(0.30) |
Potential ordinary shares on a gross basis of 30.5 and 22.6 related to share-based awards were excluded from diluted EPS for
thethree months ended September 30, 2026 and 2025, respectively, as their inclusion would have been antidilutive. Potential
ordinary shares on a gross basis of 27.7 and 20.1 related to share-based awards were excluded from diluted EPS for thenine
months ended September 30, 2026 and 2025, respectively, as their inclusion would have been antidilutive.
Note 12: Segment Information
We have organized our business intotwo reportable segments: Academia & Government and Intellectual Property. As
described in Note 1 - Nature of Operations and Summary of Significant Accounting Policies, in the third quarter of 2026, we
entered into a definitive commercial agreement to sell our LS&H segment. For additional information, see Note 2 - Assets
Held for Sale and Discontinued Operations.
Our chief operating decision maker (“CODM”) evaluates performance for our reportable segments based primarily on
revenues and Adjusted EBITDA. Adjusted EBITDA represents Income (loss) from continuing operations before 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 Income (loss) from continuing operations for the period that we do not consider indicative of our ongoing
operating performance.
Significant segment expenses include people-related costs, royalties and other product costs, technology costs (comprised
primarily of software licenses and hosting costs), and outside service costs (comprised primarily of professional services and
contracted labor). Other costs primarily include facilities costs and product marketing costs.
The following table summarizes reportable segment revenues, expenses, and profit and provides a reconciliation of total
reportable segment Adjusted EBITDA to Income (loss) from continuing operations, net of taxes:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Academia & Government | ||||
| Revenues | $286.9 | $332.5 | $882.2 | $953.7 |
| People-related costs | (78.5) | (84.7) | (247.3) | (255.0) |
| Royalties and other product costs | (33.9) | (62.7) | (120.3) | (168.2) |
| Technology costs | (20.9) | (19.4) | (62.4) | (59.0) |
| Outside service costs | (7.3) | (7.6) | (21.6) | (25.5) |
| Other costs | (11.7) | (11.8) | (32.9) | (31.1) |
| A&G Adjusted EBITDA | $134.6 | $146.3 | $397.7 | $414.9 |
| Intellectual Property | ||||
| Revenues | $194.7 | $197.8 | $590.2 | $593.0 |
| People-related costs | (68.0) | (73.4) | (210.6) | (219.8) |
| Royalties and other product costs | (16.6) | (17.9) | (50.7) | (55.2) |
| Technology costs | (12.8) | (13.5) | (38.1) | (38.4) |
| Outside service costs | (3.7) | (5.1) | (12.2) | (16.0) |
| Other costs | (6.9) | (6.1) | (20.1) | (18.4) |
| IP Adjusted EBITDA | $86.7 | $81.8 | $258.5 | $245.2 |
| Total Reportable Segments | ||||
| Revenues | $481.6 | $530.3 | $1,472.4 | $1,546.7 |
| People-related costs | (146.5) | (158.1) | (457.9) | (474.8) |
| Royalties and other product costs | (50.5) | (80.6) | (171.0) | (223.4) |
| Technology costs | (33.7) | (32.9) | (100.5) | (97.4) |
| Outside service costs | (11.0) | (12.7) | (33.8) | (41.5) |
| Other costs | (18.6) | (17.9) | (53.0) | (49.5) |
| Total Reportable Segments Adjusted EBITDA | $221.3 | $228.1 | $656.2 | $660.1 |
| Unallocated corporate costs(1) | (3.1) | (5.9) | (10.6) | (14.4) |
| Benefit (provision) for income taxes | (5.5) | (2.3) | (23.4) | (29.0) |
| Depreciation and amortization | (162.3) | (168.6) | (484.7) | (499.2) |
| Interest expense, net | (61.0) | (68.5) | (180.4) | (199.4) |
| Share-based compensation expense | (7.7) | (13.1) | (32.3) | (37.1) |
| Restructuring costs | (4.5) | (7.9) | (24.9) | (34.3) |
| Transaction related costs | 0.2 | (3.0) | (17.5) | (17.3) |
| Other(2) | (3.8) | 16.3 | (4.7) | (42.7) |
| Income (loss) from continuing operations, net of taxes | $(26.4) | $(24.9) | $(122.3) | $(213.3) |
(1)Represents corporate costs historically allocated to the LS&H segment that did not convey with the LS&H sale described in Note 2 - Assets Held for
Sale and Discontinued Operations.
(2)Includes the net impact of foreign exchange gains and losses related to the remeasurement of balances, the impact of initiatives to reduce our cost
structure related to the LS&H divestiture, and other items that do not reflect our ongoing operating performance.
Our CODM does not review assets by segment for the purpose of assessing performance or allocating resources due to the
significant amount of intangible assets acquired through business combinations, as well as the centralized nature of our
working capital management functions.
Note 13: Commitments and Contingencies
Lawsuits and Legal Claims
We are engaged in various legal proceedings, claims, audits, and investigations that have arisen in the ordinary course of
business. These matters may include among others, antitrust/competition claims, intellectual property infringement claims,
employment matters, and commercial matters. The outcome of the matters against us is subject to future resolution, including
the uncertainties of litigation.
From time to time, we are involved in litigation in the ordinary course of our business, including claims or contingencies that
may arise related to matters occurring prior to our acquisition of businesses. At the present time, primarily because the
matters are generally in early stages, we can give no assurance as to the outcome of any pending litigation to which we are
currently a party, and we are unable to determine the ultimate resolution of these matters or the effect they may have on us.
We have defended and will continue to vigorously defend ourselves against these claims. We maintain appropriate levels of
insurance, which we expect are likely to provide coverage for some of these liabilities or other losses that may arise from
these litigation matters.
Between January and March 2022, three putative securities class action complaints were filed in the United States District
Court for the Eastern District of New York against Clarivate and certain of its executives and directors alleging that there
were weaknesses in the Company’s internal controls over financial reporting and financial reporting procedures that it failed
to disclose in violation of federal securities law. The complaints were consolidated into a single proceeding in May 2022. In
August 2022, plaintiffs filed a consolidated amended complaint, seeking damages on behalf of a putative class of
shareholders who acquired Clarivate securities between July 30, 2020, and February 2, 2022, and/or acquired Clarivate
ordinary or preferred shares in connection with offerings on June 10, 2021, or Clarivate ordinary shares in connection with a
September 13, 2021, offering. The amended complaint, like the prior complaints, references an error in the accounting
treatment of an equity plan included in the Company’s 2020 business combination with CPA Global that was disclosed on
December 27, 2021, and related restatements issued on February 3, 2022, of certain of the Company’s previously issued
financial statements. The amended complaint also alleges that the Company and certain of its executives and directors made
false or misleading statements relating to the Company’s product quality and expected organic revenues and organic growth
rate, and that they failed to disclose significant known changes to the Company’s business model. Defendants moved to
dismiss the amended complaint in October 2022. Without deciding the motion, the court entered an order in June 2023,
allowing plaintiffs limited leave to amend, and plaintiffs filed an amended complaint in July 2023. In August 2023, the court
issued an order deeming defendants’ prior motions and briefs to be directed at the amended complaint and permitting
defendants to file supplemental briefs to address the new allegations in the amended complaint. Supplemental briefing on the
motions was completed in September 2023. In March 2026, the court granted in part and denied in part defendants’ motions
to dismiss the amended complaint. In May 2026, defendants filed their answers to the amended complaint.
In a separate but related litigation, in June 2022, a class action was filed in Pennsylvania state court in the Court of Common
Pleas of Philadelphia asserting claims under the Securities Act of 1933, based on substantially similar allegations, with
respect to alleged misstatements and omissions in the offering documents for two issuances of Clarivate ordinary shares in
June and September 2021. The Company moved to stay this proceeding in August 2022, and filed its preliminary objections
to the state court complaint in October 2022. After granting a partial stay in January 2023, the court denied a further stay of
the proceedings in April 2023. In April 2024, the court sustained the Company’s preliminary objections, but permitted
plaintiff leave to file an amended complaint, which plaintiff filed in May 2024. In August 2024, plaintiff filed a second
amended complaint, to which the Company filed preliminary objections in September 2024. In April 2025, the court issued
an order permitting the parties to take discovery on issues raised in the Company’s preliminary objections related to standing,
and to file supplemental briefs upon completion of such discovery. The parties filed their supplemental briefs in December
- In February 2026, following oral argument, the court entered an order sustaining in part the preliminary objections for
plaintiff’s failure to plead standing, dismissing the second amended complaint without prejudice, with leave for plaintiff to
file a third amended complaint, and overruling the remainder of the preliminary objections without prejudice to being
reasserted, if appropriate, in response to any third amended complaint. In March 2026, plaintiff filed a third amended
complaint. In April 2026, the Company filed preliminary objections to the third amended complaint. Briefing on the
preliminary objections was completed in June 2026. In September 2026, the court overruled the Company’s preliminary
objections, and the Company will file an answer to the third amended complaint in November 2026.
Clarivate does not believe that the claims alleged against it have merit and will vigorously defend against them. Given the
early stage of the proceedings, we are unable to estimate the reasonably possible loss or range of loss, if any, arising from
these matters.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.