Clarivate (NYSE: CLVT) hit by $221.7M charge, plans $600M LS&H sale
Clarivate Plc reported softer results for the quarter ended June 30, 2026. Revenue was $587.3 million, down 5% year over year, with declines across Academia & Government, Intellectual Property, and Life Sciences & Healthcare. A non‑cash goodwill impairment of $221.7 million in the LS&H segment drove a quarterly net loss of $268.6 million and a year‑to‑date loss of $308.8 million.
Despite lower revenue, Adjusted EBITDA was $247.2 million in Q2 with a 42.1% margin, and first‑half operating cash flow was $233.4 million, yielding Free cash flow of $122.9 million. Total debt declined to $4.25 billion after redeeming $100 million of 2026 notes and repurchasing portions of 2028 and 2029 notes. In July 2026 the company agreed to sell its LS&H business for $600.0 million (mostly cash), and management states it plans to use proceeds to reduce debt and focus on the A&G and IP segments; LS&H will be reported as a discontinued operation beginning in the third quarter of 2026.
Positive
- Clarivate agreed to divest its Life Sciences & Healthcare business for $600.0 million, with management stating it intends to use the largely cash proceeds to strengthen the balance sheet through debt reduction and increase strategic focus on its Academia & Government and Intellectual Property segments.
Negative
- The company recorded a non‑cash goodwill impairment charge of $221.7 million related to the Life Sciences & Healthcare reporting unit, contributing to a Q2 2026 net loss of $268.6 million and expanding year‑to‑date losses.
Filing Explained
The LS&H sale is agreed but not closed, with cash at closing and seller financing.
As a Form 10-Q, this filing is an unaudited quarterly report covering interim financial statements and liquidity updates; it reports a definitive agreement to sell LS&H, not a completed sale, with closing subject to regulatory approvals and customary conditions.
Because the company says the proceeds are expected to reduce debt, the sale is a potential balance-sheet deleveraging source rather than cash available today; the deferred payment and seller note mean the full purchase price is not cash at closing.
Key Figures
Q2 2026 Revenue: $587.3 million
Q2 2026 Net Loss: $268.6 million
Goodwill Impairment: $221.7 million
+5 more
8 metrics
Q2 2026 Revenue
$587.3 million
Three months ended June 30, 2026 total revenues
Q2 2026 Net Loss
$268.6 million
Net income (loss) for the three months ended June 30, 2026
Goodwill Impairment
$221.7 million
Non-cash goodwill impairment charge in LS&H for Q2 and first half 2026
Q2 2026 Adjusted EBITDA
$247.2 million
Adjusted EBITDA for the three months ended June 30, 2026
Q2 2026 Adjusted EBITDA Margin
42.1 %
Adjusted EBITDA as a percentage of revenues in Q2 2026
Operating Cash Flow H1 2026
$233.4 million
Net cash provided by operating activities for six months ended June 30, 2026
Total Debt Outstanding
$4,251.5 million
Total debt outstanding as of June 30, 2026 before discounts and issuance costs
LS&H Sale Price
$600.0 million
Agreed aggregate purchase price for divestiture of the LS&H business
Key Terms
Adjusted EBITDA, Free cash flow, goodwill impairment, cash flow hedges, +2 more
6 terms
Adjusted EBITDA financial
"Our CODM evaluates performance for our reportable segments based primarily on revenues and Adjusted EBITDA."
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Free cash flow financial
"We define Free cash flow as Net cash provided by operating activities less Capital expenditures."
Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.
goodwill impairment financial
"we recognized a non-cash goodwill impairment charge of $221.7 for the three and six months ended June 30, 2026."
Goodwill impairment occurs when a company’s valued reputation or brand strength, known as goodwill, is found to be worth less than previously recorded on its financial statements. This usually happens when the company's performance declines or market conditions change, signaling that the expected benefits from acquisitions or brand value are no longer as strong. It matters to investors because it can indicate that a company's assets are less valuable than initially thought, potentially affecting its overall financial health.
cash flow hedges financial
"These swaps are designated as cash flow hedges of the risk associated with floating interest rates."
A cash flow hedge is an accounting label companies use when they enter financial contracts—like currency or interest-rate agreements—to protect expected future cash payments or receipts from unpredictable moves. For investors, it signals that the company is trying to smooth out future cash variability (think of locking in a price to avoid surprises), which can reduce reported profit swings but also means the company has exposure to derivative instruments and their associated risks.
net investment hedge financial
"We have designated this swap as a net investment hedge."
annualized contract value financial
"Our ACV, at any point in time, represents the annualized value of all active customer subscription-based license agreements."
Annualized contract value (ACV) is the amount of revenue a company expects to earn from a contract in one year, expressed as a yearly figure even when the deal spans multiple years or starts partway through a year. It matters to investors because it converts varied contracts into a common annual measure—like turning different-length subscriptions into a single yearly price—so revenue trends, sales performance, and valuation comparisons are easier to see.
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FAQ
How did Clarivate (CLVT) perform financially in Q2 2026?
Clarivate generated $587.3 million in Q2 2026 revenue and reported a net loss of $268.6 million. Results reflected lower transactional and segment revenues plus a large goodwill impairment, partially offset by strong recurring revenue and Adjusted EBITDA of $247.2 million with a 42.1% margin.
What drove Clarivate (CLVT)'s Q2 2026 net loss?
The Q2 2026 net loss of $268.6 million was primarily driven by a $221.7 million non‑cash goodwill impairment in the Life Sciences & Healthcare reporting unit. Lower revenues and restructuring and transaction costs also weighed on GAAP earnings, despite solid underlying Adjusted EBITDA performance.
What are the key terms of Clarivate (CLVT)'s Life Sciences & Healthcare divestiture?
Clarivate entered a definitive agreement to sell its LS&H business for an aggregate $600.0 million: about $500.0 million in cash at closing, $25.0 million deferred cash, and a $75.0 million seller note. Management expects closing by the end of 2026, subject to customary approvals.
How much debt and cash does Clarivate (CLVT) have as of June 30, 2026?
At June 30, 2026, Clarivate held $217.7 million in cash and cash equivalents and had total debt outstanding of $4.25 billion. During the first half, it redeemed $100 million of 2026 notes and repurchased additional 2028 and 2029 notes, reducing overall indebtedness.
What were Clarivate (CLVT)'s key non-GAAP metrics in Q2 2026?
Q2 2026 Adjusted EBITDA was $247.2 million with an Adjusted EBITDA margin of 42.1%. For the first half, Adjusted EBITDA reached $488.4 million. Management also highlighted a 91.9% annual renewal rate and 1.5% organic ACV growth compared with June 30, 2025.
How strong was Clarivate (CLVT)'s cash flow in the first half of 2026?
For the six months ended June 30, 2026, Clarivate generated $233.4 million in net cash from operating activities and invested $110.5 million in capital expenditures, resulting in Free cash flow of $122.9 million. Cash flow reflected strong recurring revenue and working capital timing effects.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
For the quarterly period ended June 30, 2026
For the transition period from _________ to _______
Commission File No. 001-38911
(Exact name of registrant as specified in its charter)
Not applicable | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices) | Not applicable (Zip Code) |
Registrant’s telephone number, including area code: +44 207 4334000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller
reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
☒ | Accelerated filer | ☐ | ||||
Non-accelerated filer | ☐ | Smaller reporting company | ||||
Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of ordinary shares of the Company outstanding as of June 30, 2026, was 639,664,003 .
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Page | |
PART I – FINANCIAL INFORMATION | |
Item 1. Financial Statements (Unaudited) | 4 |
Condensed Consolidated Balance Sheets | 4 |
Condensed Consolidated Statements of Operations | 5 |
Condensed Consolidated Statements of Comprehensive Income (Loss) | 6 |
Condensed Consolidated Statements of Changes in Equity | 7 |
Condensed Consolidated Statements of Cash Flows | 8 |
Notes to the Condensed Consolidated Financial Statements | 9 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 20 |
Item 3. Quantitative and Qualitative Disclosures About Market Risk | 27 |
Item 4. Controls and Procedures | 27 |
PART II – OTHER INFORMATION | |
Item 1. Legal Proceedings | 28 |
Item 1A. Risk Factors | 28 |
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 28 |
Item 5. Other Information | 28 |
Item 6. Exhibits | 28 |
SIGNATURES | 29 |
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Cautionary Note Regarding Forward-Looking Statements
This quarterly report includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions, or
projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements”
within the meaning of the “safe harbor provisions” of the Private Securities Litigation Reform Act of 1995. These forward-
looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,”
“estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “will,” or “should” or, in each case,
their negative or other variations or comparable terminology. These forward-looking statements include all matters that are
not historical facts. They appear in a number of places throughout this quarterly report and include statements regarding our
intentions, beliefs, or current expectations concerning, among other things, the divestiture of our Life Sciences & Healthcare
business or any other strategic transactions we may explore, the anticipated use of proceeds from the divestiture of our Life
Sciences & Healthcare business, anticipated cost savings or other benefits, results of operations, financial condition, liquidity,
capital allocation plans and share repurchases, foreign exchange impacts, prospects, growth and shareholder value, strategies,
and the markets in which we operate. Such forward-looking statements are based on available current market material and
management’s expectations, beliefs, and forecasts concerning future events impacting us. Factors that may impact such
forward-looking statements include:
•our dependence on third parties, including public sources, for data, information, and other services, and our
relationships with such third parties;
•increased access to free or relatively inexpensive information sources;
•our ability to compete in the highly competitive industry in which we operate, and potential adverse effects of this
competition;
•our ability to maintain high annual renewal rates;
•our ability to maintain revenues if our products and services do not achieve and maintain broad market acceptance, or
if we are unable to keep pace with or adapt to rapidly changing technology, evolving industry standards, and changing
regulatory requirements;
•reductions in customers’ research budgets or government funding;
•the success of our Value Creation Plan;
•our loss of, or inability to attract and retain, key personnel;
•the effectiveness of our business continuity plans;
•our ability to derive fully the anticipated benefits from organic growth, existing or future acquisitions, joint ventures,
investments, or dispositions;
•our exposure to risk from the international scope of our operations, including potentially adverse tax consequences
from the international scope of our operations and our corporate and financing structure;
•our exposure to risk from having operations and employees in Israel;
•the strength of our brand and reputation;
•our level of indebtedness;
•our ability to obtain, protect, defend, or enforce our intellectual property and other proprietary rights;
•our ability to leverage artificial intelligence technologies (“AI”) in our products and services;
•our exposure to risk from the regulation of AI and other evolving technologies;
•any significant disruption in or unauthorized access to or breaches of our computer systems or those of third parties
that we utilize in our operations, including those relating to cybersecurity or arising from cyberattacks;
•our ability to comply with applicable data privacy and cybersecurity laws, rules, and regulations;
•our use of “open source” software in our products and services; and
•other factors beyond our control.
The forward-looking statements contained in this quarterly report are based on our current expectations and beliefs
concerning future developments and their potential effects on us. There can be no assurance that future developments
affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks and
uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be
materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties
include, but are not limited to, those factors described in Item 1A. Risk Factors of this quarterly report and Item 1A. Risk
Factors in our most recently filed annual report on Form 10-K. Should one or more of these risks or uncertainties materialize,
or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these
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forward-looking statements. We do not undertake any obligation to update or revise any forward-looking statements, whether
as a result of new information, future events, or otherwise, except as may be required under applicable securities laws.
Defined Terms and Presentation
We employ a number of defined terms in this quarterly report for clarity and ease of reference, which we have capitalized so
that you may recognize them as such. As used throughout this quarterly report, unless otherwise indicated or the context
otherwise requires, the terms “Clarivate,” the “Company,” “our,” “us,” and “we” refer to Clarivate Plc and its consolidated
subsidiaries.
Unless otherwise indicated, throughout this quarterly report, dollar and euro amounts are presented in millions, except for per
share amounts.
Website and Social Media Disclosure
We use our website (www.clarivate.com) and corporate social media accounts on Facebook, X, and LinkedIn (@Clarivate) as
routine channels of distribution of company information, including news releases, analyst presentations, and supplemental
financial information, as a means of disclosing material non-public information and for complying with our disclosure
obligations under Regulation FD promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities
Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Accordingly, investors should monitor our website and our corporate Facebook, X, and LinkedIn accounts in addition to
following press releases, SEC filings, and public conference calls and webcasts. Additionally, we provide notifications of
news or announcements as part of our investor relations website. Investors and others can receive notifications of new
information posted on our investor relations website in real time by signing up for email alerts.
None of the information provided on our website, in our press releases, public conference calls, and webcasts, or through
social media channels is incorporated into, or deemed to be a part of, this quarterly report or in any other report or document
we file with or furnish to the SEC, and any references to our website or our social media channels are intended to be inactive
textual references only.
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PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
Condensed Consolidated Balance Sheets – Unaudited
(In millions) | June 30, 2026 | December 31, 2025 | |
ASSETS | |||
Current assets: | |||
Cash and cash equivalents, including restricted cash | $ | $ | |
Accounts receivable, net | |||
Prepaid expenses | |||
Other current assets | |||
Total current assets | |||
Property and equipment, net | |||
Other intangible assets, net | |||
Goodwill | |||
Other non-current assets | |||
Deferred income taxes | |||
Operating lease right-of-use assets | |||
Total assets | $ | $ | |
LIABILITIES AND SHAREHOLDERS' EQUITY | |||
Current liabilities: | |||
Accounts payable | $ | $ | |
Accrued compensation | |||
Accrued expenses and other current liabilities | |||
Current portion of deferred revenues | |||
Current portion of operating lease liability | |||
Current portion of long-term debt | |||
Total current liabilities | |||
Long-term debt | |||
Other non-current liabilities | |||
Deferred income taxes | |||
Operating lease liabilities | |||
Total liabilities | |||
Commitments and contingencies (Note 12) | |||
Shareholders' equity: | |||
Ordinary Shares, and outstanding as of June 30, 2026 and December 31, 2025, respectively | |||
Accumulated other comprehensive loss | ( | ( | |
Accumulated deficit | ( | ( | |
Total shareholders' equity | |||
Total liabilities and shareholders' equity | $ | $ |
The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.
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CLARIVATE PLC
Condensed Consolidated Financial Statements
Condensed Consolidated Statements of Operations – Unaudited
Three Months Ended June 30, | Six Months Ended June 30, | ||||||
(In millions, except per share data) | 2026 | 2025 | 2026 | 2025 | |||
Revenues | $ | $ | $ | $ | |||
Operating expenses: | |||||||
Cost of revenues | |||||||
Selling, general and administrative costs | |||||||
Depreciation and amortization | |||||||
Goodwill and intangible asset impairments | |||||||
Restructuring costs | |||||||
Other operating expense (income), net | ( | ||||||
Total operating expenses | |||||||
Income (loss) from operations | ( | ( | ( | ||||
Interest expense, net | |||||||
Income (loss) before income taxes | ( | ( | ( | ( | |||
Provision (benefit) for income taxes | |||||||
Net income (loss) | $( | $( | $( | $( | |||
Per share: | |||||||
Basic | $( | $( | $( | $( | |||
Diluted | $( | $( | $( | $( | |||
Weighted average shares used to compute earnings per share: | |||||||
Basic | |||||||
Diluted | |||||||
The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.
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CLARIVATE PLC
Condensed Consolidated Financial Statements
Condensed Consolidated Statements of Comprehensive Income (Loss) – Unaudited
Three Months Ended June 30, | |||
(In millions) | 2026 | 2025 | |
Net income (loss) | $( | $( | |
Other comprehensive income (loss), net of tax: | |||
Hedging relationships, net of tax of | ( | ||
Defined benefit pension plans, net of tax | |||
Foreign currency translation adjustment | |||
Other comprehensive income (loss), net of tax | |||
Comprehensive income (loss) | $( | $( | |
Six Months Ended June 30, | |||
(In millions) | 2026 | 2025 | |
Net income (loss) | $( | $( | |
Other comprehensive income (loss), net of tax: | |||
Hedging relationships, net of tax of | ( | ||
Defined benefit pension plans, net of tax | |||
Foreign currency translation adjustment | ( | ||
Other comprehensive income (loss), net of tax | ( | ||
Comprehensive income (loss) | $( | $( | |
The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.
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CLARIVATE PLC
Condensed Consolidated Financial Statements
Condensed Consolidated Statements of Changes in Equity – Unaudited
Ordinary Shares | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total Shareholders’ Equity | ||||||
(In millions) | Shares | Amount | |||||||
Balance at December 31, 2025 | $ | $( | $( | $ | |||||
Vesting of restricted stock units | – | – | – | – | |||||
Share-based award activity | ( | – | – | ||||||
Repurchase and retirement of ordinary shares | ( | ( | – | – | ( | ||||
Net income (loss) | – | – | – | ( | ( | ||||
Other comprehensive income (loss) | – | – | ( | – | ( | ||||
Balance at March 31, 2026 | $ | $( | $( | $ | |||||
Vesting of restricted stock units | – | – | – | – | |||||
Share-based award activity | ( | – | – | ||||||
Repurchase and retirement of ordinary shares | – | – | – | – | – | ||||
Net income (loss) | – | – | – | ( | ( | ||||
Other comprehensive income (loss) | – | – | – | ||||||
Balance at June 30, 2026 | $ | $( | $( | $ | |||||
Ordinary Shares | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total Shareholders’ Equity | ||||||
(In millions) | Shares | Amount | |||||||
Balance at December 31, 2024 | $ | $( | $( | $ | |||||
Vesting of restricted stock units | – | – | – | – | |||||
Share-based award activity | ( | – | – | ||||||
Repurchase and retirement of ordinary shares | ( | ( | – | – | ( | ||||
Net income (loss) | – | – | – | ( | ( | ||||
Other comprehensive income (loss) | – | – | – | ||||||
Balance at March 31, 2025 | $ | $( | $( | $ | |||||
Vesting of restricted stock units | – | – | – | – | |||||
Share-based award activity | ( | – | – | ||||||
Repurchase and retirement of ordinary shares | ( | ( | – | – | ( | ||||
Net income (loss) | – | – | – | ( | ( | ||||
Other comprehensive income (loss) | – | – | – | ||||||
Balance at June 30, 2025 | $ | $( | $( | $ | |||||
The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.
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CLARIVATE PLC
Condensed Consolidated Financial Statements
Condensed Consolidated Statements of Cash Flows – Unaudited
Six Months Ended June 30, | |||
(In millions) | 2026 | 2025 | |
Cash Flows From Operating Activities | |||
Net income (loss) | $( | $( | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | |||
Share-based compensation | |||
Goodwill and intangible asset impairments | |||
Deferred income taxes | ( | ( | |
Amortization and write-off of debt issuance costs | |||
Other operating activities | ( | ||
Changes in operating assets and liabilities: | |||
Accounts receivable | ( | ||
Prepaid expenses | ( | ( | |
Other assets | ( | ||
Accounts payable | ( | ||
Accrued expenses and other current liabilities | ( | ( | |
Deferred revenues | |||
Operating leases, net | ( | ( | |
Other liabilities | ( | ||
Net cash provided by operating activities | |||
Cash Flows From Investing Activities | |||
Capital expenditures | ( | ( | |
Net cash used for investing activities | ( | ( | |
Cash Flows From Financing Activities | |||
Principal payments on debt | ( | ( | |
Proceeds from issuance of debt | |||
Payment of debt issuance and extinguishment costs | ( | ||
Repurchases of ordinary shares | ( | ( | |
Payments related to tax withholding for share-based compensation | ( | ( | |
Other financing activities | |||
Net cash used for financing activities | ( | ( | |
Effects of exchange rates | ( | ||
Net change in cash and cash equivalents, including restricted cash | ( | ||
Cash and cash equivalents, including restricted cash, beginning of period | |||
Cash and cash equivalents, including restricted cash, end of period | $ | $ | |
The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.
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CLARIVATE PLC
Notes to the Condensed Consolidated Financial Statements
Note 1: Nature of Operations and Summary of Significant Accounting Policies
Clarivate Plc (“Clarivate,” “us,” “we,” “our,” or the “Company”) is a public limited company incorporated under the laws of
Jersey, Channel Islands.
We are a leading global provider of transformative intelligence. We support the entire innovation lifecycle, from cultivating
curiosity to protecting the world’s critical intellectual property assets. We offer intelligence solutions, workflow solutions,
and tech-enabled services to our customers in the Academia & Government (“A&G”), Intellectual Property (“IP”), and Life
Sciences & Healthcare (“LS&H”) end markets, which form the basis of our three 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 11 - Segment Information.
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.
purchase of three months or less, and includes restricted cash of $13.1 and $12.6 as of June 30, 2026 and December 31, 2025,
respectively.
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
Significant Accounting Policies
Our significant accounting policies are those that we believe are important to the portrayal of our financial condition and
results of operations, as well as those that involve significant judgments or estimates about matters that are inherently
uncertain. There have been no material changes to the significant accounting policies discussed in Note 1 - Nature of
Operations and Summary of Significant Accounting Policies included in Part II, Item 8 of our annual report on Form 10-K for
the year ended December 31, 2025.
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.
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CLARIVATE PLC
Notes to the Condensed Consolidated Financial Statements
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: Revenues
We derive revenue through subscriptions to our product offerings, re-occurring contracts in our IP segment, and transactional
sales that are typically quoted on a product, data set, or project basis.
•Subscription-based revenues are recurring revenues that we typically earn under annual contracts, pursuant to which
we license the right to use our products to our customers or provide maintenance services over a contractual term. We
invoice and collect the subscription fee at the beginning of the subscription period. For multi-year agreements, we
generally invoice customers annually at the beginning of each annual coverage period. Cash received or receivable in
advance of completing the performance obligations is included in deferred revenue. We recognize subscription
revenue ratably over the contract term as the access or service is provided.
•Re-occurring revenues are derived solely from the patent and trademark renewal services provided by our IP
segment. Our services help customers maintain and protect their patents and trademarks in multiple jurisdictions
around the world. Because of the re-occurring nature of the patent and trademark lifecycle, our customers engage us on
a regular basis to ensure their intellectual property rights remain protected. These contracts typically include evergreen
clauses or are multi-year agreements. We invoice and recognize revenue upon delivery of the service.
•Transactional revenues are earned for specific deliverables that are typically quoted on a product, data set, or project
basis. Transactional revenues include content sales (including single-document and aggregated collection sales),
consulting engagements, and other professional services such as software implementation services. We typically
invoice and record revenue for this revenue stream upon delivery of the product, data set, project, or related
performance obligations.
revenues by segment):
Three Months Ended June 30, | Six Months Ended June 30, | ||||||
2026 | 2025 | 2026 | 2025 | ||||
Subscription | $ | $ | $ | $ | |||
Re-occurring | |||||||
Recurring revenues | |||||||
Transactional | |||||||
Revenues | $ | $ | $ | $ | |||
June 30, 2026 | December 31, 2025 | ||
Accounts receivable, net | $ | $ | |
Current portion of deferred revenues | $ | $ | |
Non-current portion of deferred revenues(1) | $ | $ |
(1)Included in Other non-current liabilities on the Condensed Consolidated Balance Sheets.
During the six months ended June 30, 2026, we recognized revenues of $568.2 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.
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Notes to the Condensed Consolidated Financial Statements
Note 3: Other Intangible Assets, Net and Goodwill
Other intangible assets, net
assets by major class:
June 30, 2026 | December 31, 2025 | ||||||||||
Gross | Accumulated Amortization | Net | Gross | Accumulated Amortization | Net | ||||||
Customer relationships | $ | $( | $ | $ | $( | $ | |||||
Technology and content | ( | ( | |||||||||
Computer software | ( | ( | |||||||||
Trade names and other | ( | ( | |||||||||
Definite-lived intangible assets | ( | ( | |||||||||
Indefinite-lived trade names | – | – | |||||||||
Other intangible assets, net | $ | $( | $ | $ | $( | $ | |||||
Amortization expense related to intangible assets was $180.0 and $185.2 for the three months ended June 30, 2026 and 2025,
respectively. For the six months ended June 30, 2026 and 2025, amortization expense was $358.7 and $365.8 , respectively.
Goodwill
A&G | IP | LS&H | Total Consolidated | ||||
Balance as of December 31, 2025 | $ | $ | $ | $ | |||
Goodwill impairment | ( | ( | |||||
Impact of foreign currency fluctuations | ( | ( | |||||
Balance as of June 30, 2026 | $ | $ | $ | $ |
During the second quarter of 2026, we identified indicators of impairment related to the LS&H reporting unit, including
developments in our evaluation of strategic alternatives. As a result, we performed an interim quantitative goodwill
impairment assessment as of June 30, 2026, using the anticipated sale price under negotiation as the best estimate of fair
value. Based on this assessment, the estimated fair value of the reporting unit was below its carrying amount, and we
recognized a non-cash goodwill impairment charge of $221.7 for the three and six months ended June 30, 2026. In July 2026,
we entered into a definitive agreement to sell the LS&H segment (refer to Note 13 - Subsequent Event for additional details).
Note 4: 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 June 30, 2026, we have outstanding interest rate swaps with an aggregate notional value of $1,751.1 . This amount
includes five swap arrangements currently in effect and two forward-starting swaps that are scheduled to commence on the
October 2026 maturity date of the May 2023 swaps, as further summarized in the table below:
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Notes to the Condensed Consolidated Financial Statements
Type | Notional Value | Effective Date | Maturity Date | |||
Swaps entered May 2023 | $ | May 2023 | October 2026 | |||
Swaps entered June 2025 | June 2025 | January 2031 | ||||
Swaps entered December 2025 | December 2025 | January 2031 | ||||
Forward-starting swaps entered August 2025 | October 2026 | January 2030 | ||||
Total | $ |
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 June 30,
2026, we estimate that approximately $6.5 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 6 -
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 6 -
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 6 - 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 June 30, 2026 and
December 31, 2025, the notional amount of our outstanding foreign currency forward contracts was $173.1 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 $(0.2 ) and $(1.0 ) for the three months ended June 30, 2026
and 2025, respectively, and $3.3 and $(3.3 ) for the six months ended June 30, 2026 and 2025, respectively.
Balance Sheets as of June 30, 2026 and December 31, 2025:
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Notes to the Condensed Consolidated Financial Statements
Balance Sheet Location | June 30, 2026 | December 31, 2025 | |||
Cash flow hedging relationships | |||||
Interest rate swaps | Other current assets | $ | $ | ||
Interest rate swaps | Other non-current assets | ||||
Interest rate swaps | Other non-current liabilities | ||||
Fair value hedging relationships | |||||
Cross-currency swaps | Other non-current assets | – | |||
Cross-currency swaps | Other non-current liabilities | ||||
Net investment hedge | |||||
Cross-currency swap | Accrued expenses and other current liabilities | ||||
Not designated as accounting hedges | |||||
Foreign currency forwards | Other current assets | ||||
Foreign currency forwards | Accrued expenses and other current liabilities | ||||
Total derivative assets | $ | $ | |||
Total derivative liabilities | $ | $ |
Note 5: Debt
June 30, 2026 | December 31, 2025 | |||||||||
Type | Maturity | Effective Interest Rate | Carrying Value | Effective Interest Rate | Carrying Value | |||||
Senior Secured Notes | 2026 | $ | $ | |||||||
Senior Secured Notes | 2028 | |||||||||
Senior Notes | 2029 | |||||||||
Revolving Credit Facility | 2029 | |||||||||
Term Loan Facility (Tranche 1) | 2031 | |||||||||
Term Loan Facility (Tranche 2) | 2031 | |||||||||
Finance lease | 2036 | |||||||||
Total debt outstanding | ||||||||||
Debt discounts and issuance costs | ( | ( | ||||||||
Current portion of long-term debt(1) | ( | ( | ||||||||
Long-term debt | $ | $ | ||||||||
(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 the six months ended June 30, 2026, we repurchased a portion of the Senior Secured Notes due 2028 and the Senior
Notes due 2029 for $111.1 in cash and retired the associated debt with an aggregate carrying value of $117.6 . These
transactions were accounted for as debt extinguishments, resulting in a net gain of $2.1 and $5.9 recorded within Interest
expense, net for the three and six months ended June 30, 2026, respectively.
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CLARIVATE PLC
Notes to the Condensed Consolidated Financial Statements
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 June 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 $3,931.6 and $4,369.9 at June 30,
2026 and December 31, 2025, respectively, and is considered Level 2 under the fair value hierarchy.
Note 6: Shareholders' Equity
Share Repurchase Program
In December 2024, the Board authorized a share repurchase program of up to $500.0 of our ordinary shares for a period of
two years, from January 1, 2025 through December 31, 2026. During the six months ended June 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”)
net earnings during the periods indicated (net of tax):
Six Months Ended June 30, 2026 | |||||||
Hedging relationships(1) | Defined benefit pension plans | Foreign currency translation adjustment(2) | AOCL | ||||
Balance as of December 31, 2025 | $ | $( | $( | $( | |||
Other comprehensive income (loss) before reclassifications | ( | ||||||
Reclassifications from AOCL to net earnings | ( | ( | ( | ||||
Net other comprehensive income (loss) | ( | ( | |||||
Balance as of June 30, 2026 | $ | $( | $( | $( | |||
Six Months Ended June 30, 2025 | |||||||
Hedging relationships(1) | Defined benefit pension plans | Foreign currency translation adjustment(2) | AOCL | ||||
Balance as of December 31, 2024 | $ | $( | $( | $( | |||
Other comprehensive income (loss) before reclassifications | ( | ||||||
Reclassifications from AOCL to net earnings | ( | ( | ( | ||||
Net other comprehensive income (loss) | ( | ||||||
Balance as of June 30, 2025 | $ | $( | $( | $( | |||
(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 4 - 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-
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Notes to the Condensed Consolidated Financial Statements
Note 7: 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 $16 of
additional costs associated with this plan, primarily in 2026.
•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.
Three Months Ended June 30, | Six Months Ended June 30, | ||||||
2026 | 2025 | 2026 | 2025 | ||||
Severance and related benefit costs | |||||||
Value Creation Plan | $ | $ | $ | $ | |||
Segment Optimization | |||||||
Exit and disposal costs | |||||||
Value Creation Plan | |||||||
Restructuring costs | $ | $ | $ | $ | |||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||
2026 | 2025 | 2026 | 2025 | ||||
Academia & Government | |||||||
Value Creation Plan | $ | $ | $ | $ | |||
Intellectual Property | |||||||
Value Creation Plan | |||||||
Segment Optimization | |||||||
Total IP | |||||||
Life Sciences & Healthcare | |||||||
Value Creation Plan | |||||||
Segment Optimization | |||||||
Total LS&H | |||||||
Restructuring costs | $ | $ | $ | $ | |||
Severance and related benefit costs | Exit and disposal costs | Total | |||
Reserve balance as of December 31, 2025 | $ | $ | $ | ||
Expenses recorded | |||||
Payments made | ( | ( | ( | ||
Noncash items | ( | ( | ( | ||
Reserve balance as of June 30, 2026 | $ | $ | $ | ||
Reserve balance as of December 31, 2024 | $ | $ | $ | ||
Expenses recorded | |||||
Payments made | ( | ( | ( | ||
Noncash items | ( | ( | |||
Reserve balance as of June 30, 2025 | $ | $ | $ |
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Notes to the Condensed Consolidated Financial Statements
Note 8: Other Operating Expense (Income), Net
Three Months Ended June 30, | Six Months Ended June 30, | ||||||
2026 | 2025 | 2026 | 2025 | ||||
Net foreign exchange loss (gain) | $ | $ | $( | $ | |||
Miscellaneous expense (income), net | ( | ( | ( | ||||
Other operating expense (income), net | $ | $ | $( | $ | |||
Note 9: 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 tax provision of $8.0 and $12.3 for the three months ended June 30, 2026 and 2025, respectively, was primarily
due to the mix of jurisdictions and legal entities in which pre-tax profits and losses were recognized.
The income tax provision of $19.4 and $31.1 for the six months ended June 30, 2026 and 2025, respectively, was primarily
due to the mix of jurisdictions and legal entities in which pre-tax profits and losses were recognized.
The non-cash goodwill impairment recorded during the second quarter of 2026 did not have a significant impact on our
income tax provision because it was mostly non-deductible for tax purposes.
Note 10: Earnings Per Share
Three Months Ended June 30, | Six Months Ended June 30, | ||||||
2026 | 2025 | 2026 | 2025 | ||||
Net income (loss) | $( | $( | $( | $( | |||
Basic, weighted average shares outstanding | |||||||
Weighted average effect of potentially dilutive shares | |||||||
Diluted, weighted average shares outstanding | |||||||
Basic EPS | $( | $( | $( | $( | |||
Diluted EPS | $( | $( | $( | $( | |||
Potential ordinary shares on a gross basis of 31.0 and 23.5 related to share-based awards were excluded from diluted EPS for
the three months ended June 30, 2026 and 2025, respectively, as their inclusion would have been antidilutive. Potential
ordinary shares on a gross basis of 26.3 and 18.8 related to share-based awards were excluded from diluted EPS for the six
months ended June 30, 2026 and 2025, respectively, as their inclusion would have been antidilutive.
Note 11: Segment Information
As discussed in Note 1 - Nature of Operations and Summary of Significant Accounting Policies, we have organized our
business into three reportable segments: Academia & Government, Intellectual Property, and Life Sciences & Healthcare.
Our chief operating decision maker (“CODM”) evaluates performance for our reportable segments based primarily on
revenues and Adjusted EBITDA. Adjusted EBITDA represents Net income (loss) before the Provision (benefit) for income
taxes, Depreciation and amortization, and Interest expense, net, adjusted to exclude share-based compensation, impairments,
restructuring expenses, the impact of certain non-cash fair value adjustments on financial instruments, acquisition and/or
disposal-related transaction costs, unrealized foreign currency gains/losses, legal settlements, and other items that are
included in Net income (loss) for the period that we do not consider indicative of our ongoing operating performance.
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.
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Notes to the Condensed Consolidated Financial Statements
reportable segment Adjusted EBITDA to Net income (loss) for the periods indicated:
Three Months Ended June 30, | Six Months Ended June 30, | ||||||
2026 | 2025 | 2026 | 2025 | ||||
Academia & Government | |||||||
Revenues | $ | $ | $ | $ | |||
People-related costs | ( | ( | ( | ( | |||
Royalties and other product costs | ( | ( | ( | ( | |||
Technology costs | ( | ( | ( | ( | |||
Outside service costs | ( | ( | ( | ( | |||
Other costs | ( | ( | ( | ( | |||
A&G Adjusted EBITDA | $ | $ | $ | $ | |||
Intellectual Property | |||||||
Revenues | $ | $ | $ | $ | |||
People-related costs | ( | ( | ( | ( | |||
Royalties and other product costs | ( | ( | ( | ( | |||
Technology costs | ( | ( | ( | ( | |||
Outside service costs | ( | ( | ( | ( | |||
Other costs | ( | ( | ( | ( | |||
IP Adjusted EBITDA | $ | $ | $ | $ | |||
Life Sciences & Healthcare | |||||||
Revenues | $ | $ | $ | $ | |||
People-related costs | ( | ( | ( | ( | |||
Royalties and other product costs | ( | ( | ( | ( | |||
Technology costs | ( | ( | ( | ( | |||
Outside service costs | ( | ( | ( | ( | |||
Other costs | ( | ( | ( | ( | |||
LS&H Adjusted EBITDA | $ | $ | $ | $ | |||
Total Reportable Segments | |||||||
Revenues | $ | $ | $ | $ | |||
People-related costs | ( | ( | ( | ( | |||
Royalties and other product costs | ( | ( | ( | ( | |||
Technology costs | ( | ( | ( | ( | |||
Outside service costs | ( | ( | ( | ( | |||
Other costs | ( | ( | ( | ( | |||
Total Reportable Segments Adjusted EBITDA | $ | $ | $ | $ | |||
Benefit (provision) for income taxes | ( | ( | ( | ( | |||
Depreciation and amortization | ( | ( | ( | ( | |||
Interest expense, net | ( | ( | ( | ( | |||
Share-based compensation expense | ( | ( | ( | ( | |||
Goodwill and intangible asset impairments | ( | ( | |||||
Restructuring costs | ( | ( | ( | ( | |||
Transaction related costs | ( | ( | ( | ( | |||
Other(1) | ( | ( | ( | ||||
Net income (loss) | $( | $( | $( | $( | |||
(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
operating performance.
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CLARIVATE PLC
Notes to the Condensed Consolidated Financial Statements
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 12: 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 are 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 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
2025. 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, and the Company’s preliminary objections remain pending.
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Notes to the Condensed Consolidated Financial Statements
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.
Note 13: Subsequent Event
In July 2026, we entered into a definitive agreement to divest our LS&H business to an affiliate of Altaris LLC for an
aggregate purchase price of $600.0 , consisting of approximately $500.0 in cash at closing, $25.0 in cash deferred to the later
of the completion of a transition services agreement and January 31, 2028 (but no later than January 31, 2028, in any case),
and a $75.0 seller note. As a result of the transaction, we expect to be able to increase our focus on our A&G and IP
businesses, and we anticipate that the proceeds from the sale will strengthen our balance sheet through reduced debt. We
anticipate that the transaction will close by the end of calendar year 2026, subject to customary closing conditions, including
regulatory approvals and the expiration of applicable waiting periods.
We have determined that the disposition of the LS&H business meets the criteria to be reported and presented as a
discontinued operation beginning in the third quarter of 2026.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 2. Management’s Discussion and Analysis of Financial Condition and Results
of Operations.
The following discussion should be read in conjunction with our historical financial statements and related notes included in
our annual report on Form 10-K for the year ended December 31, 2025 and the condensed consolidated financial statements
and related notes included elsewhere in this quarterly report on Form 10-Q. Certain statements in this section are forward-
looking, subject to the risks and uncertainties described in the Cautionary Note Regarding Forward-Looking Statements and
in Item 1A. Risk Factors of this quarterly report, as well as the factors described under Item 1A. Risk Factors in our most
recently filed annual report on Form 10-K.
Overview
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. Our aim is to fuel the world’s greatest breakthroughs
by harnessing the power of human ingenuity. From research and learning to commercialization, we offer intelligence
solutions, workflow solutions, and tech-enabled services to 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.
•Intelligence solutions. Continuously enriched, up-to-date knowledge assets, combining expert-curated data, structured
taxonomies, and analytical models that transform complex information into actionable insights powered by a unique
combination of AI-enabled software and human expertise.
•Workflow solutions. Automated, flexible software tools complemented by our enriched data sets and expert analysis
tailored to meet specific needs.
•Tech-enabled services. We are home to industry specialists, consultants, and data scientists with deep subject-matter
expertise and global experience.
In July 2026, we announced that we entered into a definitive agreement to sell the LS&H business. We anticipate that the
transaction will close by the end of 2026, subject to customary closing conditions, including regulatory approvals and the
expiration of applicable waiting periods. Beginning in the third quarter of 2026, the LS&H business will be presented as a
discontinued operation.
Key Performance Indicators
We regularly monitor organic revenue growth, annualized contract value (“ACV”), 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.
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 from the most directly comparable GAAP measures are provided further below.
Organic revenue growth
We define organic revenue as revenue generated from pricing, up-selling, securing new customers, sales of new or enhanced
products, and similar activities. Organic revenues exclude revenues from acquisitions and disposals (including divestitures)
completed within the past 12 months and the impact from changes in foreign currency exchange rates (“FX”).
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.
Annualized contract value
Our 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.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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, divestitures and disposals, and changes in FX.
Our organic ACV grew 1.5% compared to June 30, 2025, primarily driven by improved product pricing. Our total ACV for
June 30, 2026, compared to June 30, 2025, increased 3.1%, primarily due to improved product pricing and FX movements.
Annual renewal rate
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 improved product pricing is reflected in ACV, but not
in annual renewal rates.
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.
Our annual renewal rate of 91.9% as of June 30, 2026 remained stable compared to December 31, 2025.
Adjusted EBITDA and Adjusted EBITDA margin
We use Adjusted EBITDA as a basis for evaluating our ongoing operating performance, and we believe it is useful for
investors to understand the underlying trends of our operations. Adjusted EBITDA represents Net income (loss) before the
Provision (benefit) for income taxes, Depreciation and amortization, and Interest expense, net, adjusted to exclude share-
based compensation, impairments, restructuring expenses, the impact of certain non-cash fair value adjustments on financial
instruments, acquisition and/or disposal-related transaction costs, unrealized foreign currency gains/losses, legal settlements,
and other items that are included in Net income (loss) for the period that we do not consider indicative of our ongoing
operating performance. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by Revenues.
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. Our reconciliation between Net income (loss) and Net income (loss) margin and Adjusted EBITDA and Adjusted
EBITDA margin is provided further below.
Free cash flow
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.
We define Free cash flow as Net cash provided by operating activities less Capital expenditures. Our reconciliation between
Net cash provided by operating activities and Free cash flow is provided further below.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Three Months Ended June 30, | Six Months Ended June 30, | % Change | |||||||||
2026 | 2025 | 2026 | 2025 | QTD | YTD | ||||||
Revenues | $587.3 | $621.4 | $1,172.8 | $1,215.1 | (5) % | (3) % | |||||
Operating expenses: | |||||||||||
Cost of revenues | 185.5 | 203.6 | 377.6 | 410.6 | (9) % | (8) % | |||||
Selling, general and administrative costs | 181.6 | 181.1 | 357.9 | 359.5 | – % | – % | |||||
Depreciation and amortization | 185.7 | 190.9 | 369.7 | 376.3 | (3) % | (2) % | |||||
Goodwill and intangible asset impairments | 221.7 | – | 221.7 | – | N/M | N/M | |||||
Restructuring costs | 12.1 | 9.3 | 24.1 | 34.0 | 30 % | (29) % | |||||
Other operating expense (income), net | 0.9 | 29.6 | (8.2) | 48.6 | N/M | N/M | |||||
Total operating expenses | 787.5 | 614.5 | 1,342.8 | 1,229.0 | |||||||
Income (loss) from operations | (200.2) | 6.9 | (170.0) | (13.9) | |||||||
Interest expense, net | 60.4 | 66.6 | 119.4 | 130.9 | (9) % | (9) % | |||||
Income (loss) before income taxes | (260.6) | (59.7) | (289.4) | (144.8) | |||||||
Provision (benefit) for income taxes | 8.0 | 12.3 | 19.4 | 31.1 | (35) % | (38) % | |||||
Net income (loss) | $(268.6) | $(72.0) | $(308.8) | $(175.9) | |||||||
N/M - Represents a change approximately equal to or in excess of 100% or is not meaningful. | |||||||||||
In December 2024, the Board approved the wind-down of three product groups within the LS&H and A&G segments, which
is continuing into 2026 and partially affects prior year comparability as further discussed below.
Revenues
The following tables present our revenues by type, segment, and geography, as well as the components driving the changes
between periods.
Revenues by transaction type
Three Months Ended June 30, | Change | % of Change | ||||||||||
2026 | 2025 | $ | % | Acquisitions | Disposals | FX | Organic | |||||
Subscription | $403.3 | $405.7 | $(2.4) | (0.6) % | – % | (1.0) % | (0.3) % | 0.7 % | ||||
Re-occurring | 109.3 | 108.9 | 0.4 | 0.4 % | – % | – % | 0.4 % | – % | ||||
Recurring revenues | 512.6 | 514.6 | (2.0) | (0.4) % | – % | (0.7) % | (0.2) % | 0.5 % | ||||
Transactional | 74.7 | 106.8 | (32.1) | (30.1) % | – % | (14.1) % | (0.3) % | (15.7) % | ||||
Revenues | $587.3 | $621.4 | $(34.1) | (5.5) % | – % | (3.8) % | (0.2) % | (1.5) % | ||||
Subscription revenues benefited from organic growth driven by new sales, customer migrations, and pricing actions but
decreased overall primarily due to product group wind-downs within LS&H. Re-occurring revenues increased primarily due
to FX. Transactional revenues decreased primarily due to lower organic activity across all segments, driven in part by
customer migrations to subscription offerings, and product group wind-downs, primarily within A&G.
Six Months Ended June 30, | Change | % of Change | ||||||||||
2026 | 2025 | $ | % | Acquisitions | Disposals | FX | Organic | |||||
Subscription | $800.8 | $794.3 | $6.5 | 0.8 % | – % | (1.2) % | 0.8 % | 1.2 % | ||||
Re-occurring | 217.9 | 214.8 | 3.1 | 1.4 % | – % | (0.1) % | 2.3 % | (0.8) % | ||||
Recurring revenues | 1,018.7 | 1,009.1 | 9.6 | 1.0 % | – % | (0.8) % | 1.1 % | 0.7 % | ||||
Transactional | 154.1 | 206.0 | (51.9) | (25.2) % | – % | (16.3) % | 0.5 % | (9.4) % | ||||
Revenues | $1,172.8 | $1,215.1 | $(42.3) | (3.5) % | – % | (4.1) % | 1.0 % | (0.4) % | ||||
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Subscription revenues increased primarily due to organic growth driven by new sales, customer migrations, and pricing
actions, as well as FX, partially offset by product group wind-downs within LS&H. Re-occurring revenues increased
primarily due to FX. Transactional revenues decreased due to product group wind-downs, primarily within A&G, as well as
lower organic activity across all segments, driven in part by customer migrations to subscription offerings.
Revenues by segment
Three Months Ended June 30, | Change | % of Change | ||||||||||
2026 | 2025 | $ | % | Acquisitions | Disposals | FX | Organic | |||||
A&G | $300.3 | $318.5 | $(18.2) | (5.7) % | – % | (5.9) % | (0.1) % | 0.3 % | ||||
IP | 198.3 | 202.5 | (4.2) | (2.1) % | – % | – % | 0.2 % | (2.3) % | ||||
LS&H | 88.7 | 100.4 | (11.7) | (11.7) % | – % | (5.4) % | (1.1) % | (5.2) % | ||||
Revenues | $587.3 | $621.4 | $(34.1) | (5.5) % | – % | (3.8) % | (0.2) % | (1.5) % | ||||
A&G segment revenues benefited from subscription organic growth driven by new sales and pricing actions but decreased
overall due to product group wind-downs. IP segment revenues decreased primarily due to lower subscription and
transactional volumes. LS&H segment revenues decreased primarily due to product group wind-downs and lower
transactional activity.
Six Months Ended June 30, | Change | % of Change | ||||||||||
2026 | 2025 | $ | % | Acquisitions | Disposals | FX | Organic | |||||
A&G | $595.3 | $621.2 | $(25.9) | (4.2) % | – % | (6.1) % | 0.7 % | 1.2 % | ||||
IP | 395.5 | 395.2 | 0.3 | 0.1 % | – % | – % | 1.9 % | (1.8) % | ||||
LS&H | 182.0 | 198.7 | (16.7) | (8.4) % | – % | (6.0) % | (0.1) % | (2.3) % | ||||
Revenues | $1,172.8 | $1,215.1 | $(42.3) | (3.5) % | – % | (4.1) % | 1.0 % | (0.4) % | ||||
A&G segment revenues benefited from subscription organic growth driven by new sales and pricing actions but decreased
overall due to product group wind-downs. IP segment revenues increased due to FX, partially offset by lower organic
activity. LS&H segment revenues decreased due to product group wind-downs and lower transactional activity.
Revenues by geography
Three Months Ended June 30, | Change | % of Change | ||||||||||
2026 | 2025 | $ | % | Acquisitions | Disposals | FX | Organic | |||||
Americas | $309.8 | $331.9 | $(22.1) | (6.7) % | – % | (5.5) % | 0.1 % | (1.3) % | ||||
EMEA | 156.4 | 164.9 | (8.5) | (5.2) % | – % | (2.3) % | 0.6 % | (3.5) % | ||||
APAC | 121.1 | 124.6 | (3.5) | (2.8) % | – % | (1.2) % | (2.0) % | 0.4 % | ||||
Revenues | $587.3 | $621.4 | $(34.1) | (5.5) % | – % | (3.8) % | (0.2) % | (1.5) % | ||||
Americas revenues benefited from subscription organic growth but decreased overall primarily due to product group wind-
downs within A&G and LS&H. EMEA (Europe/Middle East/Africa) revenues decreased due to lower re-occurring and
transactional activity and product group wind-downs within A&G and LS&H. APAC (Asia Pacific) revenues decreased due
to FX and product group wind-downs within A&G and LS&H.
Six Months Ended June 30, | Change | % of Change | ||||||||||
2026 | 2025 | $ | % | Acquisitions | Disposals | FX | Organic | |||||
Americas | $618.1 | $653.0 | $(34.9) | (5.3) % | – % | (5.7) % | 0.4 % | – % | ||||
EMEA | 315.2 | 316.6 | (1.4) | (0.4) % | – % | (1.7) % | 3.1 % | (1.8) % | ||||
APAC | 239.5 | 245.5 | (6.0) | (2.4) % | – % | (2.2) % | (0.4) % | 0.2 % | ||||
Revenues | $1,172.8 | $1,215.1 | $(42.3) | (3.5) % | – % | (4.1) % | 1.0 % | (0.4) % | ||||
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Americas revenues benefited from subscription organic growth but decreased overall due to product group wind-downs
within A&G and LS&H. EMEA revenues decreased due to lower re-occurring and transactional activity and product group
wind-downs within A&G and LS&H, partially offset by favorable FX. APAC revenues decreased primarily due to product
group wind-downs within A&G and LS&H.
Cost of revenues
Cost of revenues consists of costs related to the production, servicing, and maintenance of our products and are composed
primarily of related personnel costs, data center services and licensing costs, and costs to acquire or produce content,
including royalty fees.
The decrease of 9% and 8% compared to the three and six months ended June 30, 2025, respectively, was primarily driven by
product wind-downs and improved cost management.
Selling, general and administrative costs
Selling, general and administrative (“SG&A”) costs include nearly all business costs not directly attributable to the
production, servicing, and maintenance of our products and are composed primarily of personnel costs, third-party
professional services fees, facility costs like rent and utilities, technology costs associated with our corporate infrastructure,
and transaction expenses associated with acquisitions, divestitures, and capital market activities including advisory, legal, and
other professional and consulting costs.
SG&A costs were largely unchanged compared to the respective comparative prior year periods.
Depreciation and amortization
Depreciation expense relates to our fixed assets, including computer hardware, leasehold improvements, and furniture and
fixtures. Amortization expense relates to our definite-lived intangible assets, including customer relationships, technology
and content, internally developed computer software, and trade names.
The decrease of 3% and 2% compared to the three and six months ended June 30, 2025, respectively, was primarily driven by
lower amortization related to certain acquired intangible assets.
Goodwill and intangible asset impairments
During the second quarter of 2026, we identified indicators of impairment related to the LS&H reporting unit and performed
an interim quantitative goodwill impairment assessment as of June 30, 2026. We determined the anticipated LS&H sale price
under negotiation was the best estimate of fair value and, because it was below its carrying amount, resulted in a non-cash
goodwill impairment charge of $221.7 for the three and six months ended June 30, 2026. For further information, see Note 3 -
Other Intangible Assets, Net and Goodwill included in Part I, Item 1 of this quarterly report.
Restructuring costs
Restructuring costs include certain involuntary termination benefits, contract terminations, and other exit or disposal
activities.
Restructuring costs in the current and prior year periods were driven by the Value Creation Plan, which was approved in the
fourth quarter of 2024 and is our only active restructuring program as of June 30, 2026. We expect this program to continue
throughout 2026 and into 2027. For further information, see Note 7 - Restructuring included in Part I, Item 1 of this quarterly
report.
Other operating expense (income), net
The net change of $28.7 and $56.8 compared to the three and six months ended June 30, 2025, respectively, was primarily
driven by the net impact of realized and unrealized gains and losses on foreign currency transactions, with the largest impacts
derived from transactions denominated in GBP. For further information, see Note 8 - Other Operating Expense (Income), Net
included in Part I, Item 1 of this quarterly report.
Interest expense, net
The decrease of 9% and 9% compared to the three and six months ended June 30, 2025, respectively, was primarily driven by
lower interest rates on our outstanding variable-rate debt and reduced total debt outstanding.
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Provision (benefit) for income taxes
The income tax provision of $8.0 and $12.3 for the three months ended June 30, 2026 and 2025, respectively, was primarily
due to the mix of jurisdictions and legal entities in which pre-tax profits and losses were recognized.
The income tax provision of $19.4 and $31.1 for the six months ended June 30, 2026 and 2025, respectively, was primarily
due to the mix of jurisdictions and legal entities in which pre-tax profits and losses were recognized.
The non-cash goodwill impairment recorded during the second quarter of 2026 did not have a significant impact on our
income tax provision because it was mostly non-deductible for tax purposes.
The current quarter effective tax rate may not be indicative of our effective tax rates for future periods.
Adjusted EBITDA and Adjusted EBITDA margin (non-GAAP measures)
The following table presents our calculation of Adjusted EBITDA and Adjusted EBITDA margin for the three and six
months ended June 30, 2026 and 2025, and reconciles these non-GAAP measures to Net income (loss) and Net income (loss)
margin for the same periods:
Three Months Ended June 30, | Six Months Ended June 30, | ||||||
2026 | 2025 | 2026 | 2025 | ||||
Net income (loss) | $(268.6) | $(72.0) | $(308.8) | $(175.9) | |||
Provision (benefit) for income taxes | 8.0 | 12.3 | 19.4 | 31.1 | |||
Depreciation and amortization | 185.7 | 190.9 | 369.7 | 376.3 | |||
Interest expense, net | 60.4 | 66.6 | 119.4 | 130.9 | |||
Share-based compensation expense | 15.1 | 18.5 | 29.7 | 29.6 | |||
Goodwill and intangible asset impairments | 221.7 | – | 221.7 | – | |||
Restructuring costs | 12.1 | 9.3 | 24.1 | 34.0 | |||
Transaction related costs | 10.2 | 8.1 | 18.4 | 14.4 | |||
Other(1) | 2.6 | 27.9 | (5.2) | 54.4 | |||
Adjusted EBITDA | $247.2 | $261.6 | $488.4 | $494.8 | |||
Net income (loss) margin | (45.7) % | (11.6) % | (26.3) % | (14.5) % | |||
Adjusted EBITDA margin | 42.1 % | 42.1 % | 41.6 % | 40.7 % | |||
(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
operating performance.
Liquidity and Capital Resources
We finance our operations primarily through cash generated by operating activities and through borrowing activities. As of
June 30, 2026, we had $217.7 of cash and $768.6 of available borrowing capacity under our revolving credit facility.
Cash Flows
We have historically generated significant cash flows from our operating activities. Our subscription-based revenue model
provides a steady and predictable source of revenue and cash flow for us, as we typically receive payments from our
customers at the start of the subscription period (usually 12 months) and recognize revenue ratably throughout that period.
Our high customer renewal rate, stable margins, and efforts to improve operating efficiencies and working capital
management also contribute to our ability to generate solid operating cash flows.
The following table presents our consolidated cash flows by activity:
Six Months Ended June 30, | Change | ||||||
2026 | 2025 | $ | % | ||||
Net cash provided by operating activities | $233.4 | $287.5 | $(54.1) | (19)% | |||
Net cash used for investing activities | $(110.5) | $(126.9) | $16.4 | (13)% | |||
Net cash used for financing activities | $(231.2) | $(110.5) | $(120.7) | 109% | |||
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Net cash provided by operating activities decreased as seasonal working capital outflows, primarily related to timing, more
than offset improved operating results, including the impact of non-cash operating activities.
Net cash used for investing activities decreased due to lower capital spending.
Net cash used for financing activities increased primarily due to the debt redemption and debt repurchases in the current year,
partially offset by higher share repurchase activity in the prior year.
Free cash flow (non-GAAP measure)
The following table reconciles our non-GAAP Free cash flow measure to Net cash provided by operating activities:
Six Months Ended June 30, | Change | ||||||
2026 | 2025 | $ | % | ||||
Net cash provided by operating activities | $233.4 | $287.5 | $(54.1) | (19)% | |||
Capital expenditures | (110.5) | (126.9) | 16.4 | (13)% | |||
Free cash flow | $122.9 | $160.6 | $(37.7) | (23)% | |||
Free cash flow decreased primarily due to the change in net cash provided by operating activities described above. Our
capital expenditures in both periods presented consisted primarily of capitalized labor associated with product and content
development.
Borrowings
As of June 30, 2026, we had $4,224.2 of outstanding borrowings under our notes and credit facilities. We incurred $119.4
and $130.9 of interest expense associated with our debt obligations during the six months ended June 30, 2026 and 2025,
respectively. Our contingent liabilities consist primarily of letters of credit and performance bonds and other similar
obligations in the ordinary course of business.
During the six months ended June 30, 2026, we repurchased a portion of the Senior Secured Notes due 2028 and the Senior
Notes due 2029 for $111.1 in cash and retired the associated debt with an aggregate carrying value of $117.6. These
transactions were accounted for as debt extinguishments, resulting in a net gain of $2.1 and $5.9 recorded within Interest
expense, net for the three and six months ended June 30, 2026, respectively.
For further discussion related to our outstanding borrowings and associated hedging activities, see Note 5 - Debt and Note 4 -
Derivative Instruments included in Part I, Item 1 of this quarterly report.
Commitments and Contingencies
In addition to the scheduled future debt repayments that we will need to make, we also have commitments and plans related
to our share repurchase program, capital expenditures, and other commitments in the ordinary course of business, primarily
for cloud computing services and software license costs. Any amounts for which we are currently liable are reflected in our
Condensed Consolidated Balance Sheets as Accounts payable or Accrued expenses and other current liabilities.
As of June 30, 2026, we had $257.4 of availability remaining under our share repurchase program. The share repurchase
authorization is valid through December 31, 2026. The share repurchase program does not obligate us to repurchase any set
dollar amount or number of shares and may be modified, suspended, or terminated at any time without prior notice. Under the
share repurchase program, we are authorized to conduct open-market purchases of our ordinary shares from time to time
through any method or program, including through Rule 10b5-1 trading plans or the use of other techniques as permitted by
our shareholder authorization, approved by the Board or a designated committee thereof, and subject to availability of
ordinary shares, price, market conditions, alternative uses of capital, and applicable regulatory requirements, at
management’s discretion.
From time to time, we may seek to refinance, redeem, repurchase, or retire our outstanding debt in open market purchases,
privately negotiated transactions, tender offers, or otherwise. Such refinancings, redemptions, repurchases, or retirements, if
any, would depend on prevailing market conditions, our liquidity requirements, contractual restrictions, and other factors.
In addition, we are engaged in various legal proceedings and claims that have arisen in the ordinary course of business and
have taken what we believe to be adequate reserves related to the litigation and threatened claims. We maintain appropriate
insurance policies in place, which are likely to provide some coverage for these liabilities or other losses that may arise from
litigation matters. For additional information about our legal proceedings and claims, see Note 12 - Commitments and
Contingencies included in Part I, Item 1 of this quarterly report.
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We require and will continue to need significant cash resources to, among other things, meet our debt service requirements,
fund our working capital requirements, make capital expenditures (including product and content development), and expand
our business through acquisitions. Based on our forecasts, we believe that cash flow from operations, available cash on hand,
borrowing capacity, and access to capital markets will be adequate to service debt, meet liquidity needs, and fund capital
expenditures and other business plans for both the next 12 months and the foreseeable future. Our future capital requirements
will depend on many factors, including the consummation of the announced sale of our LS&H business, the number of future
acquisitions, and the timing and extent of spending to support product development efforts. We could be required, or could
elect, to seek additional funding through public or private equity or debt financings; however, additional funds may not be
available on terms acceptable to us.
Critical Accounting Policies and Estimates
There have been no material changes to our critical accounting policies and estimates from those reported under Part II, Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies
and Estimates in our annual report on Form 10-K for the year ended December 31, 2025.
Recently Issued and Adopted Accounting Pronouncements
For recently issued and adopted accounting pronouncements, see Note 1 - Nature of Operations and Summary of Significant
Accounting Policies included in Part I, Item 1 of this quarterly report.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Market risk is the risk that changes in market prices, such as foreign currency exchange rates and interest rates, will affect our
cash flows or the fair value of our holdings of financial instruments. Market risks as of June 30, 2026 have not materially
changed from those discussed under Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk in our
annual report on Form 10-K for the year ended December 31, 2025.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Pursuant to Rules 13a-15(b) and 15d-15(b) under the Securities Exchange Act, we have evaluated, under the supervision and
with the participation of our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer
(“CFO”), the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act as of the end of the period covered by this report. In designing and evaluating our disclosure
controls and procedures, management recognizes that any controls and procedures, no matter how well designed and
operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of
disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to
apply judgment in evaluating the benefits of our controls and procedures relative to their costs.
Based on that evaluation, our CEO and CFO concluded that, as of June 30, 2026, our disclosure controls and procedures were
effective at the reasonable assurance level to ensure that the information required to be disclosed in the reports required to be
filed or submitted under the Securities Exchange Act is (i) recorded, processed, summarized, and reported within the time
periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to our management, including our
CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended June 30, 2026 that materially
affected, or are reasonably likely to materially affect, internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
For information related to legal proceedings, see Note 12 - Commitments and Contingencies included in Part I, Item 1 of this
quarterly report.
Item 1A. Risk Factors.
There have been no material changes to the risk factors associated with our business from those reported under Part I, Item
1A. Risk Factors in our annual report on Form 10-K for the year ended December 31, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 5. Other Information.
During the quarter ended June 30, 2026, no director or officer (as defined in Rule 16a-1 under the Exchange Act) of the
Company adopted or terminated a Rule 10b5-1 trading plan or adopted or terminated a non-Rule 10b5-1 trading arrangement
(as such terms are defined in Item 408(a) of Regulation S-K).
Item 6. Exhibits.
EXHIBIT INDEX
2.1 | Stock and Asset Purchase Agreement dated as of July 3, 2026 by and among Janus Buyer, LP, Camelot UK Bidco Limited, Clarivate Analytics (UK) Limited and Camelot U.S. Acquisition LLC (incorporated by reference to Exhibit 2.1 to Clarivate’s Form 8-K filed July 6, 2026) |
10.1*+ | Retention Agreement dated July 3, 2026, by and between Clarivate Analytics (US) LLC and Henry Levy |
10.2*+ | Separation Agreement, dated June 6, 2026, by and between Clarivate and Maroun S. Mourad |
31* | Certification of our Chief Executive Officer and our Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32* | Certification of our Chief Executive Officer and our Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
101* | The following information from our Form 10-Q for the quarter ended June 30, 2026, formatted in Inline Extensible Business Reporting Language: (i) Condensed Consolidated Balance Sheets (Unaudited), (ii) Condensed Consolidated Statements of Operations (Unaudited), (iii) Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited), (iv) Condensed Consolidated Statements of Changes in Equity (Unaudited), (v) Condensed Consolidated Statements of Cash Flows (Unaudited), and (vi) Notes to the Condensed Consolidated Financial Statements (Unaudited). |
104* | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
*Filed herewith.
+ Compensatory plan or arrangement.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized in the City of London, United Kingdom on July 29, 2026.
CLARIVATE PLC | |
By: | /s/ Jonathan M. Collins |
Name: Jonathan M. Collins | |
Title: Executive Vice President & Chief Financial Officer | |