CLARIVATE PLC
For the period ended Sep 30, 2025. Filed Oct 29, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Oct 29, 2025
CLVT$2.34+0.4%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-07-30.
0001764046-25-000096
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-10-29.
0001764046-25-000116
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 97 previous paragraphs and 97 current paragraphs.
70 unchanged; 21 reworded; 5 added; 6 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 10 previous and 10 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (5)
Current report
Subscription organic growth was driven by new sales and price increases, while the subscription disposals decrease was primarily attributed to the ScholarOne divestiture and product group wind-downs within LS&H. The re-occurring organic decline was primarily due to lower IP volumes and sales. The transactional organic decline was also primarily due to lower IP activity, while the transactional disposal increase was primarily due to higher transactional book sales in A&G wind-down products.
Current report
Subscription organic growth was driven by new sales, improved retention, and price increases, with the subscription disposals decrease primarily attributable to the ScholarOne divestiture and product group wind-downs within LS&H. Re-occurring organic revenues were flat, with FX translation gains driving the overall increase. The transactional organic decline was primarily due to lower IP activity, while the transactional disposal decrease was primarily due to the product group wind-downs in A&G and LS&H, as well as the Valipat divestiture.
Current report
The 3.9% increase compared to the three months ended September 30, 2024 was primarily driven by increased royalties associated with higher transactional book sales in A&G wind-down products. The 2.0% decrease compared to the nine months ended September 30, 2024 was primarily driven by the Valipat and ScholarOne divestitures, as well as product wind-downs.
Current report
In the third quarter of 2024, we recorded $13.8 of goodwill associated with a small acquisition within the IP segment reporting unit. We recorded an impairment to the goodwill because the IP reporting unit’s fair value was significantly below its carrying value based on the results of our second quarter 2024 goodwill impairment assessment.
Current report
The decrease in net cash provided by operating activities was primarily due to higher restructuring costs and related cash outflows compared to the prior year.
Removed paragraphs (6)
Previous report
Subscription revenues were flat, as organic growth, driven by new sales and price increases, and FX translation gains were offset by disposal-related reductions, primarily from the ScholarOne product group divestiture and product group wind-downs within LS&H. Re-occurring revenues increased modestly due to FX translation gains that were partially offset by lower IP patent renewal volumes. Transactional revenues decreased primarily due to product group wind-downs within A&G.
Previous report
Subscription revenues decreased due to the ScholarOne product group divestiture and product group wind-downs within LS&H, partially offset by organic growth driven by new sales and price increases. Re-occurring revenues increased primarily due to higher IP patent renewal volumes. Transactional revenues decreased primarily due to the Valipat product group divestiture and product group wind-downs within A&G.
Previous report
The decrease of 4.7% and 4.8% compared to the three and six months ended June 30, 2024, respectively, was primarily driven by product group wind-downs within A&G and cost management. As a percentage of revenues, cost of revenues were largely unchanged compared to the respective comparative prior year periods.
Previous report
In December 2021, the Organization for Economic Co-operation and Development (“OECD”) issued model rules for a new global minimum tax framework under its “Pillar Two” initiative, and various governments around the world have issued, or have announced that they plan to issue, legislation consistent with the OECD model rules. We are within the scope of the OECD Pillar Two model rules.
Previous report
During the third quarter of 2023, the United Kingdom enacted legislation consistent with the OECD model rules, which became effective January 1, 2024. Based on our most recent tax filings, country-by-country reporting, and financial information available, we believe that most of the jurisdictions in which we operate will meet the requirements for transitional safe harbor relief. Therefore, we do not expect the global minimum tax to have a material impact in 2025. However, future legislation or changes in our financial results could materially increase our global minimum tax expense.
Previous report
The decrease in net cash provided by operating activities was primarily due to an increase in restructuring costs.
Reworded paragraphs (21)
Previous wording
Our organic ACV grew 1.3% compared to June 30, 2024, primarily driven by price increases. Our total ACV of $1,535.6 as of June 30, 2025 declined 3.5% compared to $1,591.8 as of June 30, 2024, primarily due to the ScholarOne divestiture in November 2024 and the wind-down of certain product groups beginning in the first quarter of 2025.
Current wording
Our organic ACV grew 1.6% compared to September 30, 2024, primarily driven by price increases. Our total ACV of $1,542.7 as of September 30, 2025 declined 3.4% compared to $1,596.4 as of September 30, 2024, primarily due to the ScholarOne divestiture in November 2024 and the wind-down of certain product groups beginning in the first quarter of 2025.
Previous wording
Our annual renewal rate for the six months ended June 30, 2025 and 2024 was 93% and 92%, respectively.
Current wording
Our annual renewal rate for the nine months ended September 30, 2025 and 2024 was 93% and 92%, respectively.
Previous wording
A&G segment revenues decreased, as subscription growth driven by new sales and price increases, was offset by the ScholarOne product group divestiture and product group wind-downs. IP segment revenues increased modestly, primarily due to FX translation gains, partially offset by lower IP transactional volumes. LS&H segment revenues decreased primarily due to product group wind-downs.
Current wording
A&G segment revenues increased primarily due to subscription growth driven by new sales, improved retention, and price increases. IP segment revenues decreased primarily due to lower re-occurring and transactional volumes. LS&H segment revenues decreased primarily due to product group wind-downs.
Previous wording
A&G segment revenues decreased, as subscription growth, driven by new sales and price increases, was offset by the ScholarOne product group divestiture and product group wind-downs. IP segment revenues decreased primarily due to the Valipat product group divestiture. LS&H segment revenues decreased primarily due to product group wind-downs and lower subscription revenues.
Current wording
A&G segment revenues decreased primarily due to the ScholarOne divestiture and product group wind-downs, partially offset by subscription organic growth driven by new sales, improved retention, and price increases. IP segment revenues decreased primarily due to the Valipat divestiture and lower re-occurring and transactional volumes. LS&H segment revenues decreased primarily due to product group wind-downs and lower subscription revenues.
Previous wording
Americas revenues decreased primarily due to the ScholarOne divestiture and product group wind-downs within A&G and LS&H. EMEA (Europe/Middle East/Africa) revenues decreased primarily due to the ScholarOne product group divestitures and product group wind-downs within A&G. APAC (Asia Pacific) revenues decreased due to product group wind-downs within A&G.
Current wording
Americas revenues decreased primarily due to the ScholarOne divestiture and product group wind-downs within A&G and LS&H, partially offset by higher transactional book sales attributed to A&G wind-down products. EMEA (Europe/Middle East/Africa) revenues increased primarily due to FX translation gains and strong subscription and transactional orders in A&G. APAC (Asia Pacific) revenues decreased due to product group wind-downs within A&G.
Previous wording
The decrease of 2.2% and 4.7% compared to the three and six months ended June 30, 2024, respectively, was primarily driven by cost management and reductions in share-based compensation expense. As a percentage of revenues, SG&A costs were largely unchanged compared to the respective comparative prior year periods.
Current wording
The 3.2% decrease compared to the nine months ended September 30, 2024 was primarily driven by cost management and reductions in share-based compensation expense. As a percentage of revenues, SG&A costs were largely unchanged compared to the respective comparative prior year periods.
Previous wording
The increase of 3.5% and 3.4% compared to the three and six months ended June 30, 2024, respectively, was primarily driven by increased investment in content assets.
Current wording
The increase of 8.2% and 5.0% compared to the three and nine months ended September 30, 2024, respectively, was primarily driven by increased investment in computer software assets.
Previous wording
Charges for the three and six months ended June 30, 2025 were primarily associated with the Value Creation Plan, which began in the fourth quarter of 2024 and is expected to be substantially completed by the end of 2025. Charges for the three and six months ended June 30, 2024 were primarily associated with the Segment Optimization Program, which was substantively completed in 2024. For further information regarding each of our restructuring initiatives and impairment impacts, see Note 8 - Restructuring and Other Impairments included in Part I, Item 1 of this quarterly report.
Current wording
Charges for the three and nine months ended September 30, 2025 were primarily associated with the Value Creation Plan, which began in the fourth quarter of 2024 and is expected to be substantially completed by the end of 2025. Charges for the three and nine months ended September 30, 2024 were primarily associated with the Segment Optimization Program, which was substantively completed in 2024. For further information regarding each of our restructuring initiatives and impairment impacts, see Note 8 - Restructuring and Other Impairments included in Part I, Item 1 of this quarterly report.
Previous wording
The change of $26.0 compared to the three months ended June 30, 2024 was driven by the net impact of realized and unrealized gains and losses on foreign currency transactions, with the largest impacts derived from transactions denominated in GBP.
Current wording
The change of $38.5 compared to the three months ended September 30, 2024 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.
Previous wording
The change of $27.4 compared to the six months ended June 30, 2024 was driven by the net impact of realized and unrealized gains and losses on foreign currency transactions, with the largest impacts derived from transactions denominated in GBP, offset by a $14.8 loss on divestiture in the prior year period. For further information, see Note 9 - Other Operating Expense (Income), Net included in Part I, Item 1 of this quarterly report.
Current wording
The change of $11.1 compared to the nine months ended September 30, 2024 was primarily driven by a $14.8 loss on divestiture in the prior year period. For further information, see Note 9 - Other Operating Expense (Income), Net included in Part I, Item 1 of this quarterly report.
Previous wording
The decrease of 6.3% and 7.4% compared to the three and six months ended June 30, 2024, respectively, was driven by lower interest rates on our outstanding variable-rate debt and reduced borrowings under our notes and credit facilities.
Current wording
The decrease of 5.1% and 6.6% compared to the three and nine months ended September 30, 2024, respectively, was driven by lower interest rates on our outstanding variable-rate debt and reduced borrowings under our notes and credit facilities.
Previous wording
The income tax provision (benefit) of $12.3 and $(6.8) for the three months ended June 30, 2025 and 2024, respectively, was primarily due to the mix of jurisdictions in which pre-tax profits and losses were recognized and, in the prior year period, a $14.2 tax benefit was recorded associated with the goodwill impairment.
Current wording
The income tax provision of $3.8 and $15.1 for the three months ended September 30, 2025 and 2024, respectively, was primarily due to the mix of jurisdictions in which pre-tax profits and losses were recognized.
Previous wording
The income tax provision (benefit) of $31.1 and $8.2 for the six months ended June 30, 2025 and 2024, respectively, was primarily due to the mix of jurisdictions in which pre-tax profits and losses were recognized and, in the prior year period, an offsetting $14.2 tax benefit associated with the goodwill impairment.
Current wording
The income tax provision of $34.9 and $23.3 for the nine months ended September 30, 2025 and 2024, respectively, was primarily due to the mix of jurisdictions in which pre-tax profits and losses were recognized and, in the prior year period, an offsetting $14.2 tax benefit associated with the goodwill impairment.
Previous wording
The following table presents our calculation of Adjusted EBITDA and Adjusted EBITDA margin for the three and six months ended June 30, 2025 and 2024, and reconciles these non-GAAP measures to our Net income (loss) and Net income (loss) margin for the same periods:
Current wording
The following table presents our calculation of Adjusted EBITDA and Adjusted EBITDA margin for the three and nine months ended September 30, 2025 and 2024, and reconciles these non-GAAP measures to our Net income (loss) and Net income (loss) margin for the same periods:
Previous wording
We finance our operations primarily through cash generated by operating activities and through borrowing activities. As of June 30, 2025, we had $362.6 of cash and cash equivalents (including restricted cash of $10.3) and $693.5 of available borrowing capacity under our revolving credit facility.
Current wording
We finance our operations primarily through cash generated by operating activities and through borrowing activities. As of September 30, 2025, we had $318.7 of cash on hand and $768.5 of available borrowing capacity under our revolving credit facility.
Previous wording
The decrease in net cash used for investing activities was primarily due to cash used for acquisition and divestiture activity in the prior year period and lower capital spending in the current year.
Current wording
The decrease in net cash used for investing activities was primarily due to acquisition and divestiture-related outflows in the prior year, as well as lower capital expenditures in the current year.
Previous wording
The decrease in net cash used for financing activities was primarily due to payments on our term loans and MCPS dividends in the prior year period, offset by an increase in cash used to repurchase our ordinary shares in the current year.
Current wording
The increase in net cash used for financing activities was driven by higher share repurchases and debt repayments in the current year, partially offset by the MCPS dividend payments made in the prior year.
Previous wording
Free cash flow decreased due to the change in net cash provided by operating activities described above, partially offset by a slight reduction in capital expenditures. Our capital expenditures in both periods presented consisted primarily of capitalized labor, contract services, and other costs associated with product and content development.
Current wording
Free cash flow decreased due to the change in net cash provided by operating activities described above, partially offset by a reduction in capital expenditures. Our capital expenditures in both periods presented consisted primarily of capitalized labor, contract services, and other costs associated with product and content development.
Previous wording
As of June 30, 2025, we had $4,541.8 of outstanding borrowings under our notes and credit facilities. We incurred $130.9 and $141.3 of interest expense associated with our debt obligations during the six months ended June 30, 2025 and 2024, respectively. Our contingent liabilities consist primarily of letters of credit and performance bonds and other similar obligations in the ordinary course of business.
Current wording
As of September 30, 2025, we had $4,441.8 of outstanding borrowings under our notes and credit facilities. We incurred $199.4 and $213.5 of interest expense associated with our debt obligations during the nine months ended September 30, 2025 and 2024, respectively. Our contingent liabilities consist primarily of letters of credit and performance bonds and other similar obligations in the ordinary course of business.
Previous wording
In May 2025, we entered into an incremental $500.0 tranche of term loans under our term loan facility. These term loans carry an interest rate margin of 325 basis points per annum in the case of loans bearing interest by reference to term SOFR and are not subject to amortization. We used the issuance proceeds to redeem $500.0 aggregate principal amount of our outstanding Senior Secured Notes due 2026, plus accrued and unpaid interest through the redemption date of May 30, 2025. To offset the incremental interest expense impact of this refinancing, we entered into foreign currency swap transactions to effectively convert approximately 80% of the new term loan debt from U.S. dollars to Euro, economically reducing the interest rate by approximately 2%. For further discussion related to our outstanding borrowings and associated hedging activities, see Note 6 - Debt and Note 4 - Derivative Instruments included in Part I, Item 1 of this quarterly report.
Current wording
In May 2025, we entered into an incremental $500.0 tranche of term loans under our term loan facility. These term loans carry an interest rate margin of 325 basis points per annum in the case of loans bearing interest by reference to term SOFR and are not subject to amortization. We used the issuance proceeds to redeem $500.0 aggregate principal amount of our outstanding Senior Secured Notes due 2026, plus accrued and unpaid interest through the May 30, 2025 redemption date. To offset the incremental interest expense impact of this refinancing, we entered into foreign currency swap transactions to effectively convert approximately 80% of the new term loan debt from U.S. dollars to Euro, economically reducing the interest rate by approximately 2%. In September 2025, we redeemed an additional $100.0 of our outstanding Senior Secured Notes due 2026, plus accrued and unpaid interest through the September 30, 2025 redemption date.
Previous wording
As of June 30, 2025, we had $400.5 of availability remaining under our current share repurchase program. The share repurchase authorization is valid through December 31, 2026. The share repurchase program does not obligate us to repurchase any set dollar amount or number of shares and may be modified, suspended, or terminated at any time without prior notice. Under the share repurchase program, we are authorized to conduct open-market purchases of our ordinary shares from time to time through any method or program, including through Rule 10b5-1 trading plans or the use of other techniques as permitted by our shareholder authorization, approved by our Board of Directors or a designated committee thereof, and subject to availability of ordinary shares, price, market conditions, alternative uses of capital, and applicable regulatory requirements, at management’s discretion.
Current wording
As of September 30, 2025, we had $350.5 of availability remaining under our current share repurchase program. The share repurchase authorization is valid through December 31, 2026. The share repurchase program does not obligate us to repurchase any set dollar amount or number of shares and may be modified, suspended, or terminated at any time without prior notice. Under the share repurchase program, we are authorized to conduct open-market purchases of our ordinary shares from time to time through any method or program, including through Rule 10b5-1 trading plans or the use of other techniques as permitted by our shareholder authorization, approved by our Board of Directors or a designated committee thereof, and subject to availability of ordinary shares, price, market conditions, alternative uses of capital, and applicable regulatory requirements, at management’s discretion.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
For further discussion related to our outstanding borrowings and associated hedging activities, see Note 6 - Debt and Note 4 - Derivative Instruments included in Part I, Item 1 of this quarterly report.