0001764046false00-000000000017640462025-02-192025-02-19

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

February 19, 2025
Date of Report (date of earliest event reported)

CLARIVATE PLC
(Exact name of registrant as specified in its charter)
Jersey, Channel Islands
(State or other jurisdiction of incorporation or organization)
001-38911
(Commission File Number)
N/A
(I.R.S. Employer Identification No.)
70 St. Mary Axe
London
EC3A 8BE
United Kingdom
(Address of Principal Executive Offices)
(44) 207-433-4000
Registrant's telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Ordinary Shares, no par valueCLVTNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
☐


Item 2.02.  Results of Operations and Financial Condition.

On February 19, 2025, Clarivate Plc (the “Company”) issued a press release announcing earnings for the fourth quarter and year ended December 31, 2024. The press release has been furnished with this Form 8-K as Exhibit 99.1 and is posted on the investor relations section of the Company’s website (http://ir.clarivate.com/).
The information in this Item 2.02, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any filing pursuant to the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as otherwise expressly stated in such filing.

Item 7.01. Regulation FD Disclosure.

On February 19, 2025, the Company posted to its website supplemental information related to revenue, earnings, and guidance. The supplemental information has been furnished with this Current Report on Form 8-K as Exhibit 99.2 and is posted on the investor relations section of the Company’s website (http://ir.clarivate.com/).
The information in this Item 7.01, including Exhibit 99.2 furnished herewith, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any filing pursuant to the Securities Act or the Exchange Act, except as otherwise expressly stated in such filing.

Item 9.01.    Financial Statements and Exhibits
(d) Exhibits.
No.Description
99.1
99.2
104
The cover page from the Company's Current Report on Form 8-K dated February 19, 2025, formatted in Inline XBRL


SIGNATURE
 
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 hereunto duly authorized.

 CLARIVATE PLC
 
Date: February 19, 2025
By: /s/ Jonathan M. Collins
 Name: Jonathan M. Collins
 
Executive Vice President & Chief Financial Officer
 


Clarivate Reports Fourth Quarter and Full Year 2024 Results
— Accelerates transition from transactional to subscription and re-occurring revenue —
— Launches new product innovation for Academia & Government and Life Sciences & Healthcare —
— Repurchased $200 million ordinary shares and pre-paid $198 million of debt in 2024 as part of balanced capital allocation strategy —
— Initiates review of strategic alternatives including potential divestitures —
— Provides 2025 Outlook —

London, UK -- February 19, 2025 Clarivate Plc (NYSE: CLVT) (the “Company” or “Clarivate”), a leading global provider of transformative intelligence, today reported results for the fourth quarter and full year ended December 31, 2024.
Total revenue for the fourth quarter of 2024 was $663.0 million, compared to total revenue of $683.7 million in the fourth quarter of 2023. Organic revenues for the fourth quarter of 2024 decreased 0.7%, as an increase in subscription and transactional revenues was offset by lower re-occurring revenues, compared to the fourth quarter of 2023.
Net loss for the fourth quarter of 2024 was $191.8 million, or $0.27 per diluted share, an improvement compared to a net loss of $843.9 million, or $1.30 per diluted share, in the fourth quarter of 2023. Adjusted net income for the fourth quarter of 2024 was $145.5 million, or $0.21 per diluted share, compared to $163.4 million, or $0.23 per diluted share, for the fourth quarter of 2023. Adjusted EBITDA was $285.3 million for the fourth quarter of 2024, compared to Adjusted EBITDA of $298.2 million for the fourth quarter of 2023.
Total revenue for the full year of 2024 was $2.56 billion, compared to total revenue of $2.63 billion for the full year of 2023. Organic revenues decreased 1.4%, as an increase in subscription revenues was offset by lower transactional and re-occurring revenues.
Net loss for the full year of 2024 was $636.7 million, or $0.96 per diluted share, an improvement compared to a net loss of $911.2 million, or $1.47 per diluted share, for the full year of 2023. Adjusted net income for the full year of 2024 was $525.3 million, or $0.73 per diluted share, compared to $599.1 million, or $0.82 per diluted share, for the full year of 2023. Adjusted EBITDA was $1,060.4 million for the full year of 2024, compared to Adjusted EBITDA of $1,117.2 million for the full year of 2023.
Clarivate generated $357.5 million of free cash flow for the full year of 2024 and repurchased $200.0 million of ordinary shares and pre-paid $198.1 million of term-loan debt. In December 2024, the Board of Directors authorized a new share repurchase program of up to $500.0 million of the Company’s outstanding ordinary shares through open-market purchases for a period of two years, from January 1, 2025 through December 31, 2026.
“We are committed to reinvigorating our business to deliver healthy organic growth and build for the future,” said Matti Shem Tov, Chief Executive Officer. “Last year we released a string of AI-powered product enhancements, and as part of our Value Creation Plan (VCP), we recently launched new subscription-based solutions including ProQuest e-Books, ProQuest Digital Collections and DRG Fusion. We are focused on driving subscription and re-occurring revenue growth and plan to discontinue sales of certain low-margin transactional products in 2025 and 2026, which will improve our revenue predictability.”
Mr. Shem Tov continued: “Under our VCP initiatives, we are improving our sales execution by enhancing key leadership roles, realigning account management models around specialist areas, and investing in customer success teams. We are harnessing the power of technology and AI to accelerate product innovation and drive development velocity through customer collaboration. We believe the steps we are taking will improve our financial performance and operational efficiency.”
1

Selected Financial Information
Three Months Ended December 31,Change
Year Ended
December 31,
Change
(in millions, except percentages and per share data), (unaudited)20242023$%20242023$%
Revenues$663.0 $683.7 $(20.7)(3.0)%$2,556.7 $2,628.8 $(72.1)(2.7)%
Net income (loss)$(191.8)$(843.9)$652.1 77.3 %$(636.7)$(911.2)$274.5 30.1 %
Adjusted net income(1)
$145.5 $163.4 $(17.9)(11.0)%$525.3 $599.1 $(73.8)(12.3)%
Adjusted EBITDA(1)
$285.3 $298.2 $(12.9)(4.3)%$1,060.4 $1,117.2 $(56.8)(5.1)%
Diluted EPS$(0.27)$(1.30)$1.03 79.2 %$(0.96)$(1.47)$0.51 34.7 %
Adjusted diluted EPS(1)
$0.21 $0.23 $(0.02)(8.7)%$0.73 $0.82 $(0.09)(11.0)%
Net cash provided by operating activities$141.3 $190.9 $(49.6)(26.0)%$646.6 $744.2 $(97.6)(13.1)%
Free cash flow(1)
$59.1 $127.0 $(67.9)(53.5)%$357.5 $501.7 $(144.2)(28.7)%
Fourth Quarter 2024 Commentary
Revenues for the fourth quarter decreased $20.7 million, or 3.0%, to $663.0 million, primarily due to IP and A&G product group divestitures completed in 2024. Organic revenues decreased $5.0 million or 0.7%.
Subscription revenues for the fourth quarter decreased $3.8 million, or 0.9%, to $407.0 million. Organic subscription revenues increased 0.1%.
Re-occurring revenues for the fourth quarter decreased $7.1 million, or 6.0%, to $112.0 million. Organic re-occurring revenues decreased 5.4%, primarily due to lower IP patent renewal volume.
Transactional revenues for the fourth quarter decreased $9.8 million, or 6.4%, to $144.0 million. Organic transactional revenues increased 0.6%, primarily due to higher A&G sales.
Full Year 2024 Commentary
Revenues for the full year 2024 decreased $72.1 million, or 2.7%, to $2,556.7 million, primarily due to lower transactional sales across all three segments and the IP product group divestiture. Organic revenues decreased $35.9 million, or 1.4%.
Subscription revenues for the full year 2024 increased $8.7 million, or 0.5%, to $1,626.8 million. Organic subscription revenues increased 0.9%, driven by price increases, partially offset by lower net volume in IP and LS&H.
Re-occurring revenues for the full year 2024 decreased $14.8 million, or 3.3%, to $429.8 million. Organic re-occurring revenues decreased 3.1%, primarily due to lower IP patent renewal volume.
Transactional revenues for the full year 2024 decreased $66.0 million, or 11.7%, to $500.1 million. Organic transactional revenues decreased 6.6%, primarily due to lower A&G and LS&H sales.
Balance Sheet and Cash Flow
As of December 31, 2024, cash and cash equivalents of $295.2 million decreased $75.5 million compared to December 31, 2023.
The Company's total debt outstanding as of December 31, 2024 was $4,571.1 million, a decrease of $199.2 million compared to December 31, 2023, driven by accelerated debt repayments.
Net cash provided by operating activities of $646.6 million for the year ended December 31, 2024 decreased $97.6 million compared to the prior year period, primarily due to lower operating results and higher working capital requirements due to timing of payments. Free cash flow for the year ended December 31, 2024 was $357.5 million, a decrease of $144.2 million compared to the prior year period.

2

Review of Strategic Alternatives
Clarivate also announced that it has initiated the exploration of strategic alternatives including potential divestitures. The Company, in consultation with financial and legal advisors, will review and consider a full range of options focused on maximizing shareholder value, including divesting business units or an entire segment.

The Company intends to be diligent and thorough in reviewing its options and completing its review in a timely manner, but does not intend to comment until the process is concluded or it is otherwise determined that further disclosure is necessary or appropriate. There can be no assurance that the review process will result in any transaction or any other strategic change or outcome, or as to the timing of any of the foregoing.

Morgan Stanley & Co. LLC and Moelis & Company LLC are serving as financial advisors to the Company.

Outlook for 2025 (forward-looking statement)
“Our 2025 outlook includes the disposal of specific Academia & Government and Life Sciences & Healthcare transactional products, which are expected to be completed by the end of 2026,” said Jonathan Collins, Executive Vice President and Chief Financial Officer. “We currently expect recurring organic revenues (subscription and re-occurring revenues combined) to be flat, at the mid-point in 2025. We will continue to aggressively manage our cost structure and currently expect a balanced approach to capital allocation in 2025.”

The full year outlook presented below assumes no further acquisitions, divestitures, or unanticipated events.
2025 Outlook
Organic ACV
1.0% to 2.0%
Recurring Organic Revenue Growth
(1.0)% to 1.0%
Revenues
$2.28B to $2.40B
Adjusted EBITDA(1)
$940M to $1.00B
Adjusted EBITDA Margin(1)
40.5% to 42.5%
Adjusted Diluted EPS(1)(2)
$0.60 to $0.70
Free Cash Flow(1)
$300M to $380M

Notes to press release
(1) Non-GAAP measure. Please see “Reconciliations to Certain Non-GAAP Measures” in this release for important disclosures and reconciliations of these financial measures to the most directly comparable GAAP measure. These terms are defined elsewhere in this press release.
(2) Adjusted diluted EPS for 2025 is calculated based on approximately 696 million fully diluted adjusted weighted average ordinary shares outstanding.
3

Conference Call and Webcast
Clarivate will host a conference call and webcast today to review the results for the fourth quarter and full year at 9:00 a.m. Eastern Time. The webcast is open to all interested parties and may include forward-looking information.
The live webcast of the earnings call will be accessible through the investor relations section of the Company's website. To join the webcast please visit https://events.q4inc.com/attendee/673591630.

Interested parties may access the live audio broadcast. U.S. participants may call 800-715-9871; international participants may call +1 646-307-1963 (long-distance charges will apply). The conference ID number is 8621261.

A replay of the webcast will also be available on https://ir.clarivate.com beginning two hours after the conclusion of the live call and will remain available for one year.
Use of Non-GAAP Financial Measures
Non-GAAP results are financial measures that are not prepared in accordance with U.S. generally accepted accounting principles ("GAAP") and are presented only as a supplement to our financial statements based on GAAP. Non-GAAP financial information is provided to enhance the reader’s understanding of our financial performance, but none of these non-GAAP financial measures are recognized terms under GAAP. They are not measures of financial condition or liquidity, and should not be considered as an alternative to profit or loss for the period determined in accordance with GAAP or operating cash flows determined in accordance with GAAP. As a result, you should not consider such measures in isolation from, or as a substitute for, financial measures or results of operations calculated or determined in accordance with GAAP.
We use non-GAAP measures in our operational and financial decision-making. We believe that such measures allow us to focus on what we deem to be a more reliable indicator of ongoing operating performance and our ability to generate cash flow from operations, and we also believe that investors may find these non-GAAP financial measures useful for the same reasons. Non-GAAP measures are frequently used by securities analysts, investors, and other interested parties in their evaluation of companies comparable to us, many of which present non-GAAP measures when reporting their results. These measures can be useful in evaluating our performance against our peer companies because we believe the measures provide users with valuable insight into key components of GAAP financial disclosures. However, non-GAAP measures have limitations as analytical tools and because not all companies use identical calculations, our presentation of non-GAAP financial measures may not be comparable to other similarly titled measures of other companies.
Definitions and reconciliations of non-GAAP measures, such as Adjusted EBITDA, Adjusted EBITDA margin, Adjusted net income, Adjusted diluted EPS, and Free cash flow to the most directly comparable GAAP measures are provided within the schedules attached to this release. Our presentation of non-GAAP measures should not be construed as an inference that our future results will be unaffected by any of the adjusted items, or that any projections and estimates will be realized in their entirety or at all.
4

Forward-Looking Statements
This communication 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, and include statements regarding our intentions, beliefs, or current expectations concerning, among other things, anticipated cost savings, results of operations, financial condition, liquidity, prospects, growth, 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. 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 under the caption “Risk Factors” in our annual report on Form 10-K, along with our other filings with the U.S. Securities and Exchange Commission (“SEC”). 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 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. Please consult our public filings with the SEC or on our website at www.clarivate.com.
About Clarivate
Clarivate™ is a leading global provider of transformative intelligence. We offer enriched data, insights & analytics, workflow solutions and expert services in the areas of Academia & Government, Intellectual Property and Life Sciences & Healthcare. For more information, please visit www.clarivate.com.
5

Consolidated Balance Sheets (Unaudited)

As of December 31,
(In millions)20242023
ASSETS
Current assets:
Cash and cash equivalents, including restricted cash$295.2 $370.7 
Accounts receivable, net798.3 908.3 
Prepaid expenses85.9 88.5 
Other current assets65.2 68.0 
Assets held for sale— 26.7 
Total current assets1,244.6 1,462.2 
Property and equipment, net53.5 51.6 
Other intangible assets, net8,441.2 9,006.6 
Goodwill1,566.6 2,023.7 
Other non-current assets82.2 60.8 
Deferred income taxes48.5 46.7 
Operating lease right-of-use assets53.6 55.2 
Total assets$11,490.2 $12,706.8 
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable$124.5 $144.1 
Accrued compensation119.2 126.5 
Accrued expenses and other current liabilities310.1 315.2 
Current portion of deferred revenues859.1 983.1 
Current portion of operating lease liability20.6 24.4 
Liabilities held for sale— 6.7 
Total current liabilities1,433.5 1,600.0 
Long-term debt4,518.7 4,721.1 
Non-current portion of deferred revenues16.6 38.7 
Other non-current liabilities55.9 41.9 
Deferred income taxes273.3 249.6 
Operating lease liabilities53.2 63.2 
Total liabilities6,351.2 6,714.5 
Commitments and contingencies
Shareholders' equity:
Preferred Shares, no par value; 14.4 shares authorized; 5.25% Mandatory Convertible Preferred Shares, Series A, zero and 14.4 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively— 1,392.6 
Ordinary Shares, no par value; unlimited shares authorized; 691.4 and 666.1 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively12,978.8 11,740.5 
Accumulated other comprehensive loss(526.3)(495.3)
Accumulated deficit(7,313.5)(6,645.5)
Total shareholders' equity5,139.0 5,992.3 
Total liabilities and shareholders' equity$11,490.2 $12,706.8 
6

Consolidated Statements of Operations (Unaudited)

Three Months Ended December 31,Year Ended December 31,
(In millions, except per share data)
2024202320242023
Revenues$663.0 $683.7 $2,556.7 $2,628.8 
Operating expenses:
Cost of revenues227.7 231.6 869.2 906.4 
Selling, general and administrative costs180.8 180.4 727.6 739.7 
Depreciation and amortization186.0 180.8 727.0 708.3 
Goodwill and intangible asset impairments224.1 844.7 540.7 979.9 
Restructuring and other impairments5.4 14.7 19.6 40.0 
Other operating expense (income), net(98.7)19.7 (51.8)(10.8)
Total operating expenses725.3 1,471.9 2,832.3 3,363.5 
Income (loss) from operations(62.3)(788.2)(275.6)(734.7)
Fair value adjustment of warrants— (1.5)(5.2)(15.9)
Interest expense, net69.9 75.2 283.4 293.7 
Income (loss) before income taxes(132.2)(861.9)(553.8)(1,012.5)
Provision (benefit) for income taxes59.6 (18.0)82.9 (101.3)
Net income (loss)(191.8)(843.9)(636.7)(911.2)
Dividends on preferred shares— 19.1 31.3 75.4 
Net income (loss) attributable to ordinary shares$(191.8)$(863.0)$(668.0)$(986.6)
Per share:
Basic$(0.27)$(1.30)$(0.96)$(1.47)
Diluted$(0.27)$(1.30)$(0.96)$(1.47)
Weighted average shares used to compute earnings per share:
Basic702.8 665.0 693.6 671.6 
Diluted702.8 665.0 693.6 671.6 

7

Consolidated Statements of Cash Flows (Unaudited)
Year Ended December 31,
(In millions)
20242023
Cash Flows From Operating Activities
Net income (loss)$(636.7)$(911.2)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization727.0 708.3 
Share-based compensation59.9 109.0 
Restructuring and other impairments, including goodwill540.3 986.2 
Fair value adjustment of warrants(5.2)(15.9)
Gain on sale from divestitures(54.7)— 
Gain on legal settlement— (49.4)
Deferred income taxes21.2 (78.4)
Amortization of debt issuance costs16.4 18.2 
Other operating activities3.3 37.8 
Changes in operating assets and liabilities:
Accounts receivable92.6 (25.5)
Prepaid expenses1.5 1.7 
Other assets(0.8)35.1 
Accounts payable(15.0)41.2 
Accrued expenses and other current liabilities3.8 (44.4)
Deferred revenues(106.2)20.3 
Operating leases, net(9.6)(8.0)
Other liabilities8.8 (80.8)
Net cash provided by operating activities646.6 744.2 
Cash Flows From Investing Activities
Capital expenditures(289.1)(242.5)
Payments for acquisitions, net of cash acquired(32.0)(5.4)
Proceeds from divestitures, net of cash divested84.4 10.5 
Net cash provided by (used for) investing activities(236.7)(237.4)
Cash Flows From Financing Activities
Principal payments on term loans(198.1)(300.0)
Repayments of revolving credit facility— — 
Payment of debt issuance costs and discounts(20.1)0.1 
Repurchases of ordinary shares(200.0)(100.0)
Cash dividends on preferred shares(37.7)(75.5)
Payments related to tax withholding for share-based compensation(15.6)(20.6)
Other financing activities1.4 (0.5)
Net cash provided by (used for) financing activities(470.1)(496.5)
Effects of exchange rates(15.3)3.6 
Net change in cash and cash equivalents, including restricted cash(75.5)13.9 
Cash and cash equivalents, including restricted cash, beginning of period370.7 356.8 
Cash and cash equivalents, including restricted cash, end of period$295.2 $370.7 
Supplemental Cash Flow Information:
Cash paid for interest$265.3 $273.5 
Cash paid for income tax$52.9 $42.9 
8

Supplemental Revenues Information
Annualized contract value (“ACV”), at any point in time, represents the annualized value of all active customer subscription-based license agreements for the next 12 months, assuming those coming up for renewal during the measurement period are renewed at their current price level. Our organic ACV grew 0.9% in 2024, compared to 2023, primarily driven by price increases. Our total ACV for 2024, compared to 2023, declined 1.1% primarily due to the ScholarOne divestiture in November 2024.
The following tables present our revenues by type and by segment for the periods indicated, as well as the drivers of the variances between periods, including as a percentage of such revenues.
Three Months Ended December 31,Change% of Change
20242023$%AcquisitionsDisposalsFXOrganic
Subscription
$407.0 $410.8 $(3.8)(0.9)%0.2 %(1.2)%— %0.1 %
Re-occurring
112.0 119.1 (7.1)(6.0)%— %— %(0.6)%(5.4)%
Recurring revenues
$519.0 $529.9 $(10.9)(2.1)%0.1 %(0.9)%(0.2)%(1.1)%
Transactional
144.0 153.8 (9.8)(6.4)%0.3 %(7.3)%— %0.6 %
Revenues$663.0 $683.7 $(20.7)(3.0)%0.2 %(2.4)%(0.1)%(0.7)%
Year Ended
December 31,
Change% of Change
20242023$%AcquisitionsDisposalsFXOrganic
Subscription$1,626.8 $1,618.1 $8.7 0.5 %0.1 %(0.3)%(0.2)%0.9 %
Re-occurring429.8 444.6 (14.8)(3.3)%— %— %(0.2)%(3.1)%
Recurring revenues$2,056.6 $2,062.7 $(6.1)(0.3)%0.1 %(0.2)%(0.3)%0.1 %
Transactional
500.1 566.1 (66.0)(11.7)%0.2 %(5.3)%— %(6.6)%
Revenues$2,556.7 $2,628.8 $(72.1)(2.7)%0.1 %(1.3)%(0.1)%(1.4)%
Three Months Ended December 31,Change% of Change
20242023$%AcquisitionsDisposals
FX
Organic
Academia & Government$342.9 $339.4 $3.5 1.0 %— %(1.4)%0.1 %2.3 %
Intellectual Property209.1 225.6 (16.5)(7.3)%0.2 %(4.5)%(0.3)%(2.7)%
Life Sciences & Healthcare111.0 118.7 (7.7)(6.5)%0.7 %(1.2)%(0.2)%(5.8)%
Revenues$663.0 $683.7 $(20.7)(3.0)%0.2 %(2.4)%(0.1)%(0.7)%
Year Ended
December 31,
Change% of Change
20242023$%AcquisitionsDisposalsFXOrganic
Academia & Government$1,326.4 $1,323.3 $3.1 0.2 %— %(0.4)%(0.1)%0.7 %
Intellectual Property811.4 862.7 (51.3)(5.9)%0.1 %(3.1)%(0.2)%(2.7)%
Life Sciences & Healthcare418.9 442.8 (23.9)(5.4)%0.6 %(0.8)%(0.4)%(4.8)%
Revenues$2,556.7 $2,628.8 $(72.1)(2.7)%0.1 %(1.3)%(0.1)%(1.4)%
9

Reconciliations to Certain Non-GAAP Measures
Adjusted EBITDA and Adjusted EBITDA Margin
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. Net income (loss) margin is calculated by dividing Net income (loss) by Revenues. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by Revenues.
The following table presents our calculation of Adjusted EBITDA and Adjusted EBITDA margin for the fourth quarter and full year of 2024 and 2023, respectively, and reconciles these non-GAAP measures to our Net income (loss) and Net income (loss) margin for the same periods:
Three Months Ended December 31,
Year Ended
December 31,
(In millions, except percentages); (unaudited)
2024202320242023
Net income (loss)$(191.8)$(843.9)$(636.7)$(911.2)
Provision (benefit) for income taxes59.6(18.0)82.9 (101.3)
Depreciation and amortization186.0180.8 727.0 708.3 
Interest expense, net69.975.2 283.4 293.7 
Share-based compensation expense10.911.8 60.6 108.9 
Goodwill and intangible asset impairments
224.1844.7 540.7 979.9 
Restructuring and other impairments
5.414.7 19.6 40.0 
Fair value adjustment of warrants—(1.5)(5.2)(15.9)
Transaction related costs
4.33.1 17.9 8.2 
Other(1)
(83.1)31.3 (29.8)6.6 
Adjusted EBITDA$285.3 $298.2 $1,060.4 $1,117.2 
Net income (loss) margin(28.9)%(123.4)%(24.9)%(34.7)%
Adjusted EBITDA margin43.0 %43.6 %41.5 %42.5 %
(1) Includes the net impact of unrealized foreign currency gains and losses and other items that do not reflect our ongoing operating performance. The fourth quarter and full year 2024 amount includes a gain of $69.5 and a net gain of $54.7, respectively, from the divestitures completed in 2024. The full year 2023 amount includes a gain of $49.4 related to a legal settlement.
Adjusted net income and Adjusted diluted EPS
Adjusted net income represents Net income (loss), adjusted to exclude amortization related to acquired intangible assets, 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 and the associated income tax impact of such adjustments.
Adjusted diluted EPS is calculated by dividing Adjusted net income by Adjusted diluted weighted average shares. The Adjusted diluted weighted average shares calculation assumes that all instruments in the calculation are dilutive.
10

The following tables present our calculation of Adjusted net income and Adjusted diluted EPS for the fourth quarter and full year of 2024 and 2023, respectively, and reconciles these non-GAAP measures to our Net income (loss) and Diluted EPS for the same periods:
Three Months Ended December 31,
20242023
(In millions, except per share amounts); (unaudited)AmountPer ShareAmountPer Share
Net income (loss) and Diluted EPS$(191.8)$(0.27)$(843.9)$(1.27)
Amortization related to acquired intangible assets137.2 0.20 134.5 0.20 
Share-based compensation expense10.9 0.02 11.8 0.02 
Goodwill and intangible asset impairments224.1 0.32 844.7 1.27 
Restructuring and other impairments5.4 0.01 14.7 0.02 
Fair value adjustment of warrants— — (1.5)— 
Transaction related costs4.3 0.01 3.1 — 
Other(1)
(83.1)(0.13)31.3 0.04 
Income tax impact of related adjustments38.5 0.05 (31.3)(0.05)
Adjusted net income and Adjusted diluted EPS$145.5 $0.21 $163.4 $0.23 
Adjusted weighted average ordinary shares, diluted707.7724.4
(1) Includes the net impact of unrealized foreign currency gains and losses and other items that do not reflect our ongoing operating performance. The fourth quarter 2024 amount includes a gain of $69.5 from the ScholarOne divestiture.
Year Ended December 31,
20242023
(In millions, except per share amounts); (unaudited)AmountPer ShareAmountPer Share
Net income (loss) and Diluted EPS$(636.7)$(0.92)$(911.2)$(1.36)
Amortization related to acquired intangible assets554.1 0.80 564.3 0.84 
Share-based compensation expense60.6 0.09 108.9 0.16 
Goodwill and intangible asset impairments540.7 0.78 979.9 1.46 
Restructuring and other impairments
19.6 0.03 40.0 0.06 
Fair value adjustment of warrants(5.2)(0.01)(15.9)(0.02)
Transaction related costs17.9 0.03 8.2 0.01 
Other(1)
(29.8)(0.08)6.6 (0.06)
Income tax impact of related adjustments4.1 0.01 (181.7)(0.27)
Adjusted net income and Adjusted diluted EPS$525.3 $0.73 $599.1 $0.82 
Adjusted weighted average ordinary shares, diluted721.5731.3
(1) Includes the net impact of unrealized foreign currency gains and losses and other items that do not reflect our ongoing operating performance. The 2024 amount includes a net gain of $54.7 from divestitures and the 2023 amount includes a gain of $49.4 related to a legal settlement.
Free cash flow
Free cash flow represents Net cash provided by operating activities less Capital expenditures. The following table reconciles this non-GAAP measure to Net cash provided by operating activities for the same periods:
Three Months Ended December 31,Year Ended December 31,
(In millions); (unaudited)2024202320242023
Net cash provided by operating activities$141.3 $190.9 $646.6 $744.2 
Capital expenditures(82.2)(63.9)(289.1)(242.5)
Free cash flow$59.1 $127.0 $357.5 
 
$501.7 

11

Reconciliations to Certain Non-GAAP Measures - 2025 Outlook
Adjusted EBITDA and Adjusted EBITDA Margin
The following table presents our calculation of Adjusted EBITDA and Adjusted EBITDA margin for the 2025 outlook and reconciles these non-GAAP measures to our Net income (loss) and Net income (loss) margin for the same period:
Year Ending December 31, 2025
(Forecasted)
(In millions, except percentages); (unaudited)
Low High
Net income (loss)$(203)$(127)
Provision (benefit) for income taxes55 59 
Depreciation and amortization697 687 
Interest expense, net262 252 
Share-based compensation expense84 84 
Restructuring and other impairments(1)
30 30 
Transaction related costs10 10 
Other
5 5 
Adjusted EBITDA$940 $1,000 
Net income (loss) margin
(8.9)%(5.3)%
Adjusted EBITDA margin40.5 %42.5 %
(1) Reflects restructuring costs expected to be incurred in 2025 associated with the Value Creation Plan.
Adjusted diluted EPS
The following table presents our calculation of Adjusted diluted EPS for the 2025 outlook and reconciles this non-GAAP measure to our per share Net income (loss) for the same period:
Year Ending December 31, 2025
(Forecasted)
(Unaudited)LowHigh
Net income (loss)(0.28)(0.18)
Amortization related to acquired intangible assets0.75 0.75 
Share-based compensation expense0.12 0.12 
Restructuring and other impairments(1)
0.04 0.04 
Transaction related costs0.01 0.01 
Other0.01 0.01 
Income tax impact of related adjustments(0.05)(0.05)
Adjusted diluted EPS$0.60 $0.70 
Adjusted weighted-average ordinary shares (diluted)(2)
696 million
(1) Reflects restructuring costs expected to be incurred in 2025 associated with the Value Creation Plan.
(2) For the purposes of calculating adjusted diluted EPS, we have assumed the “if-converted” method of share dilution on a full year basis.
Free cash flow
The following table presents our calculation of Free cash flow for the 2025 outlook and reconciles this non-GAAP measure to our Net cash provided by operating activities for the same period:
Year Ending December 31, 2025
(Forecasted)
(In millions); (unaudited)
LowHigh
Net cash provided by operating activities$555 $635 
Capital expenditures(255)(255)
Free cash flow$300 $380 
12





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215-243-2202
13
Q4 2024 Earnings Call February 19, 2025

 
Safe Harbor Statement and Non-GAAP Financial Measures © 2025 Clarivate. All rights reserved. 2 Forward-Looking Statements This communication 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, and include statements regarding our intentions, beliefs, or current expectations concerning, among other things, anticipated cost savings, results of operations, financial condition, liquidity, prospects, growth, strategies, and the markets in which we operate. Such forward-looking statements 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 our 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 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. Please consult our public filings with the SEC, which are also available on our website at www.clarivate.com.

 
Safe Harbor Statement and Non-GAAP Financial Measures © 2025 Clarivate. All rights reserved. 3 Non-GAAP Financial Measures This presentation contains financial measures which have not been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), including Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Diluted EPS, Free Cash Flow, and Free Cash Flow Conversion. Non-GAAP financial measures are not recognized terms under GAAP, are not measures of financial condition or liquidity, and should not be considered as an alternative to profit or loss for the period determined in accordance with GAAP or operating cash flows determined in accordance with GAAP. As a result, you should not consider such measures in isolation from, or as a substitute for, financial measures or results of operations calculated or determined in accordance with GAAP. We use non-GAAP measures internally in our operational and financial decision-making, to assess the operating performance of our business, to assess performance for employee compensation purposes and to decide how to allocate resources. We believe that such measures allow us to focus on what we deem to be more reliable indicators of ongoing operating performance and our ability to generate cash flow from operations, and we also believe that investors may find these non-GAAP financial measures useful for the same reasons. Non-GAAP measures are frequently used by securities analysts, investors, and other interested parties in their evaluation of companies comparable to us, many of which present non-GAAP measures when reporting their results. Further, these measures can be useful in evaluating our performance against our peer companies because we believe they provide users with valuable insight into key components of our GAAP financial disclosure. However, non-GAAP measures have limitations as analytical tools and because not all companies use identical calculations, our presentation of non-GAAP financial measures may not be comparable to other similarly titled measures of other companies. Our presentation of non-GAAP measures should not be construed as an inference that our future results will be unaffected by any of the adjusted items, or that any projections and estimates will be realized in their entirety or at all. In the Appendix to this presentation, we provide definitions of these non-GAAP measures and reconciliations to the most directly comparable GAAP measures. Industry and Market Data The market data and other statistical information used throughout this presentation are based on industry publications and surveys, public filings, and various government sources. Industry publications and surveys generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of the included information. We have not independently verified such third-party information, nor have we ascertained the underlying economic assumptions relied upon in those sources, and we are unable to assure you of the accuracy or completeness of such information contained in this presentation. While we are not aware of any misstatements regarding our market, industry, or similar data presented herein, such data involve risks and uncertainties and are subject to change based on various factors.

 
Agenda 4© 2025 Clarivate. All rights reserved. Business Review Financial Review Q&A Matti Shem Tov Chief Executive Officer Jonathan Collins Executive Vice President and Chief Financial Officer

 
Matti Shem Tov Chief Executive Officer Business Review

 
Earnings Call Objectives © 2025 Clarivate. All rights reserved. 6 Provide additional detail and key initiatives Value Creation Plan 1 2024 Results Summary and analysis of financial results 3 2025 Outlook Provide financial guidance including VCP implications 4 Strategic Review Commenced strategic review of portfolio 2

 
Value Creation Plan To Drive Focus, Growth and Innovation Product & AI Accelerated Innovation Invest in proprietary assets and drive development velocity through customer collaboration Optimize ROI and Support Sales Execution Sales Improved Sales Execution Drive sales execution, customer engagement and retention Increase Organic Growth and Achieve Targets Revenue Business Model Optimization Focus on driving core subscription and re-occurring revenue improving predictability Increase Subscription and Re-occurring Revenue Mix Portfolio Solutions Rationalization Assess strategic alternatives to increase execution focus and optimize capital allocation Unlock Value for Shareholders 7 Value Creation Enablers Talent and Culture Cost Rationalization Enterprise Technology © 2025 Clarivate. All rights reserved.

 
Focus On Driving Core Subscription and Re-occurring Revenue Improving Predictability © 2025 Clarivate. All rights reserved. 8 Business Model Optimization Improved Sales Execution Accelerated Innovation Solutions Rationalization A&G Books | Accelerate Transition From Transactional To e-Book Subscriptions Launched ProQuest e-Books, largest corpus of e-Book titles, ~700K through subscription- based platform in February 2025, thereby discontinuing sales of transactional titles by end of 2025, driving increased focus on recurring revenue growth 1 Real World Data. A&G Information Solutions | Unify Content Portfolio Through Subscriptions Simplify our customer buying experience by combining aggregation and digital collections to create curriculum-aligned packages enhanced with generative academic AI, transitioning transactional customers to subscription-based model by end of 2025 LS&H RWD1 | Launch DRG Fusion Platform Powered By Real World Data Launched new modular subscription-based data analytics product to optimize commercial strategies and improve patient outcomes, exiting real world data direct licensing market, aiming to wind down by end of 2026

 
Scale And Invest In Dedicated Customer Success Teams Grow and effectively equip customer success teams to increase coverage and engagement, fortifying and growing retention rates alongside increasing up-sell and cross-sell across our customer base Drive Sales Execution, Customer Engagement And Retention © 2025 Clarivate. All rights reserved. 9 Business Model Optimization Improved Sales Execution Accelerated Innovation Solutions Rationalization Empower The Sales Organization Through Proven Leadership Hired and promoted proven sales leaders and industry experts into key leadership roles, strengthening go-to-market capabilities and driving closer alignment with core strategic priorities Optimize Account Management And Incentive Models Realigned account management models around specialist solution areas, capitalizing upon in-house expertise and aligning with customer needs. Refocus incentive models to drive subscription and re-occurring growth

 
IP | Accelerate Development Velocity In Patent Intelligence Build on December 2024 release of Derwent AI powered patent search, through launch of a suite of AI-led patent intelligence solutions, focusing on Patent Watch, R&D and IP Strategy use-cases, powered by our gold standard proprietary Derwent IP data Invest In Proprietary Assets And Drive Development Velocity Through Customer Collaboration © 2025 Clarivate. All rights reserved. 10 Business Model Optimization Improved Sales Execution Accelerated Innovation Solutions Rationalization A&G | Leverage Academic AI To Drive Innovation Accelerate development of Clarivate Academic AI technology platform, leveraging our proprietary and curated data assets to develop novel best-in-class features across flagship solutions, e.g. Web of Science, ProQuest and Alma LS&H | Infuse AI Across Cortellis Platform And Optimize Commercial Solutions Rapidly enhance Cortellis research and development platform through the integration of Scientific AI research assistants and optimize commercialization solutions through integration of expanded proprietary data sources and development of unified platforms

 
Assess Strategic Alternatives To Increase Execution Focus And Optimize Capital Allocation © 2025 Clarivate. All rights reserved. 11 Business Model Optimization Improved Sales Execution Accelerated Innovation Solutions Rationalization Optimize Solutions Portfolio Review solutions that may be diverting focus or financially dilutive to the overall business, assessing pathways to unlock increased long-term value and generate greater shareholder returns Evaluating Strategic Options Assess potential divestitures, including part of or an entire segment, to unlock value for shareholders; retained advisors to actively evaluate and pursue options Completed A&G ScholarOne Divestment Increased focus across core academic solutions, streamlining overall A&G portfolio and actively mitigating risk associated with selling to scholarly publisher market

 
Value Creation Plan Key Milestones © 2025 Clarivate. All rights reserved. 12 • Hired and promoted proven sales leaders and industry experts into leadership roles • IP | Launched AI-Powered Patent Search in Derwent • A&G | Completed ScholarOne Divestment • Completed business strategic review and portfolio assessment Q4 2024 Q2 2025Q1 2025 H2 2025 • A&G | Launch ProQuest e- Books (subscription platform) • A&G | Launch ProQuest Digital Collections (subscription product) • LS&H | Launch DRG Fusion subscription platform powered by RWD • Implement revised sales incentive models • Implement initiative to grow and scale customer success teams for all segments • A&G | Release e-Book Central AI-powered research assistant • LS&H | Release enhanced AI-powered search functionality in Cortellis • IP | Release upgrades to AI- powered Derwent Strategy Solution (Innography) • A&G | Complete disposal of transactional books sales • A&G | Complete Digital Collections transition from transaction to subscription model • IP | Release Derwent Patent Watch Solution • LS&H | Release new MedTech subscription solutions Improved Sales Execution Business Model Optimization Accelerated Innovation Solutions Rationalization     Execute program to drive internal cost efficiencies Evaluate strategic alternatives

 
Jonathan Collins Chief Financial Officer Financial Review

 
Q4 and FY 2024 Financial Results 14 Changes from Prior Year $m except per share data Q4 ‘24 Q4 ‘23 Change FY 24 FY 23 Change Revenues $663 $684 $(21) $2,557 $2,629 $(72) Income / (Loss) from Operations (62) (788) 726 (276) (735) 459 Fair Value Adjustment of Warrants (Gain) / Loss - (2) 2 (5) (16) 11 Interest Expense, Net 70 75 (5) 283 294 (11) Income Tax Expense (Benefit) 60 (18) 78 83 (101) 184 Net Income / (Loss) to Ordinary Shares $(192) $(863) $671 $(668) $(987) $319 Net Income / (Loss) Per Share, basic $(0.27) $(1.30) $1.03 $(0.96) $(1.47) $0.51 Adjusted EBITDA1 285 298 (13) 1,060 1,117 (57) Adjusted EBITDA Margin1 43.0% 43.6% (60 bps) 41.5% 42.5% (100 bps) Adjusted Diluted EPS1 $0.21 $0.23 $(0.02) $0.73 $0.82 $(0.09) Operating Cash Flow $141 $191 $(50) $647 $744 $(97) Capital Spending 82 64 18 289 243 46 Free Cash Flow1 59 127 (68) 358 502 (144) Revenues • ~¾ of Q4 and ~½ of FY decline attributed to divestitures Net Income • Q4 and FY improvements over the prior year primarily due to lower goodwill impairment Operating Cash Flow • Q4 and FY lower than prior year due to lower Adj. EBITDA and higher working capital 1 See the Appendix for a reconciliation of GAAP to Non-GAAP measures. Note: Amounts in table may not sum due to rounding. © 2025 Clarivate. All rights reserved.

 
Changes from Prior Year Q4 2024 Revenues and Adj. EBITDA1 15 Organic • Rate of decline pared from (1.5%) Q3 YTD to (0.7%) in Q4 on improved transactional sales Inorganic • Valipat and ScholarOne divestitures net of nominal contributions from GlobalQ and Rowan Foreign Exchange • Minimal top-line impact on translations, bottom-line headwind due to lower transactional gains Revenues Adj. EBITDA1 Year + Better - Worse $ millions Q4 2023 Organic Inorganic FX Q4 2024 $684 ($5) ($15) $663 $298 43.6% $285 43.0% $1 ($8) ($6) ($1) © 2025 Clarivate. All rights reserved.1 See the Appendix for a reconciliation of GAAP to Non-GAAP measures. 2 Subscription Revenues + Re-occurring Revenues. Note: Amounts in table may not sum due to rounding.

 
Changes from Prior Year FY 2024 Revenues and Adj. EBITDA1 16 Organic • Revenue decline was entirely driven by transactional • Modest operating cost reduction as efficiencies more than offset inflation Inorganic • Valipat and ScholarOne divestitures net of nominal contributions from GlobalQ and Rowan Foreign Exchange • Modest translation headwind due to stronger USD and lower transactional gains Revenues Adj. EBITDA1 Year + Better - Worse $ millions FY 2023 Organic Inorganic FX FY 2024 $2,629 ($35) ($32) $2,557 $1,117 42.5% $1,060 41.5% ($30) ($18) ($9) ($5) © 2025 Clarivate. All rights reserved.1 See the Appendix for a reconciliation of GAAP to Non-GAAP measures. 2 Subscription Revenues + Re-occurring Revenues. Note: Amounts in table may not sum due to rounding. Recurring2 $2 Transactional ($37)

 
Q4 and FY 2024 Cash Flow 17 Free Cash Flow1 • FY decline due to lower Adj. EBITDA, higher working capital due to timing of payments, and higher capital spending to drive product innovation Capital Allocation • Repurchased 19m shares in Q4 and prepaid $140m on Term Loan funded by sale proceeds from ScholarOne sale and cash on hand • FY capital allocation balanced between share repurchases and deleveraging • Increased use of cash in Other due to Term Loan refinancing and Fx $m Q4 ‘24 Q4 ‘23 Change FY 24 FY 23 Change Adj. EBITDA1 $285 $298 $(13) $1,060 $1,117 $(57) One-Time Costs2 (13) (7) (6) (46) (61) 15 Interest (93) (97) 4 (265) (274) 9 Taxes (18) (14) (4) (53) (43) (10) Working Capital (16) 14 (30) (23) 21 (44) Other3 (4) (4) - (26) (16) (10) Operating Cash Flow 141 191 (50) 647 744 (97) Capital Spending (82) (64) (18) (289) (243) (46) Free Cash Flow1 $59 $127 $(68) $358 $502 $(144) Free Cash Flow Conversion1 21% 43% (22%) 34% 45% (11%) Preferred Dividend - (19) 19 (38) (76) 38 Share Repurchase (100) - (100) (200) (100) (100) Debt Repayment (140) (150) 10 (198) (300) 102 M&A 106 (3) 109 55 5 50 Other4 (18) 8 (26) (53) (17) (36) Cash Flow $(93) $(37) $(56) $(76) $14 $(90) © 2025 Clarivate. All rights reserved. Changes from Prior Year 1 See the Appendix for a reconciliation of GAAP to Non-GAAP measures. 2 Includes restructuring-related severance and transaction cost. 3 Includes impaired contractual costs and refinancing cost. 4 Fx, Tax withholding for share-based compensation and refinancing cost. Note: Amounts in table may not sum due to rounding.

 
FY 2024 Illustrative Implications of Value Creation Plan Strategic Disposals 18© 2025 Clarivate. All rights reserved. Key Metrics 2024A 2024A Exc. Disposals1 Organic Growth (1.4)% ~(0.7)% ▲ ~+70 bps Recurring Revenue Mix3 80% ~87% ▲ ~+700 bps Adj. EBITDA Margin2 41.5% ~43% ▲ ~+150 bps Organic Growth • Strategic disposals were ~70 bps drag on 2024 results Revenues / Mix • Strategic disposals represent ~$200m of organically declining transactional revenues in 2024, lowered recurring revenue mix by ~700 bps Adj. EBITDA / Margin • Estimated profit contribution from the strategic disposals was ~20- 25% lowering margins ~150 bps Free Cash Flow • Strategic disposals contributed little to FCF, estimated at ~$10m (Adj. EBITDA less Capex) Revenues 2,557 ~2,357 ▼ ~(200) Adj. EBITDA2 1,060 ~1,015 ▼ ~(45) Capex 289 ~255 ▼ ~(35) FCF $ /%2 358 / 34% ~348 / ~34% ~(10) / ~Flat 1 Three disposals detailed on page 8. These measures are illustrative, are not pro forma financial results prepared in accordance with Article 11 of Regulation S-X, and have not been audited or reviewed by our independent accounting firm. 2 See the Appendix for a reconciliation of GAAP to Non-GAAP measures. 3 (Subscription + Re-occurring) / Total Revenues. Note: Amounts in table may not sum due to rounding.

 
FY 2025 Guidance 19 Organic ACV • Expect inflection this year as return on product investments will begin to materialize Recurring Organic Growth • Strategic disposal benefit affects transactional revenues, which are excluded from this metric Revenues / Mix • Range contemplates recurring organic variation, transactional variability including the rate of decline in disposals, and Fx • Strategic disposals to improve recurring revenue mix by ~5% Adj. EBITDA / Margin / FCF • Expect to maintain Adj. EBITDA margin and FCF conversion despite lower revenue due to strategic disposals and cost rationalization 1 See the Appendix for a reconciliation of GAAP to Non-GAAP measures. 2 Subscription + Re-occurring order types. 3 (Subscription + Re-occurring) / Total Revenues. 4 Mid Point included for illustrative purposes only. © 2025 Clarivate. All rights reserved.Mid Point4Guidance Range +60 bpsOrganic ACV 1.0% 2.0% ~1.5% Recurring Revenue Mix3 83% 87% ~85% +500 bps Adj. EBITDA1 $940m $1,000m ~$970m ($90m) Adj. EBITDA Margin1 40.5% 42.5% ~41.5% ~Flat Adj. Diluted EPS1 70₵60₵ ~65₵ (8₵) Free Cash Flow1 $300m $380m ~$340m ~($20m) ($215m)Revenues $2,280m $2,400m ~$2,340m ~Flat Recurring Organic Growth2 (1.0)% 1.0% ~Flat Mid Point vs. PY

 
FY 2025 Revenues and Adj. EBITDA1 Outlook 20 2024A 2025T $2,557 ~$2,340 $1,060 41.5% ~$970 ~41.5% Revenues Adj. EBITDA1 Year + Better - Worse $ millions FX ~($25) ~($10) © 2025 Clarivate. All rights reserved. Organic ~($10) ~($20) Inorganic Disposals ~($140) ~($40) Changes from Prior Year Organic • Expect modest revenue decline due to remaining transactional business • Profit headwind due to continued investments in product innovation partially offset by VCP cost rationalization Inorganic Disposals • Books and Digital Collections transactional revenues gone by year end, RWD by end of 2026 Inorganic Divestitures • ScholarOne and Valipat divestitures Foreign Exchange • Expect modest translation headwind associated with recent strengthening of USD Inorganic Divestitures ~($40) ~($20) Transactional 1 See the Appendix for a reconciliation of GAAP to Non-GAAP measures. 2 Subscription Revenues + Re-occurring Revenues. Note: Amounts in table may not sum due to rounding.

 
FY 2025 Cash Flow Outlook 21 $m 2025 Outlook 2024 Actuals Change Adj. EBITDA1 ~$970 $1,060 ~$(90) One-Time Costs2 ~(45) (46) ~0 Interest ~(245) (265) ~20 Taxes ~(55) (53) ~0 Working Capital ~(5) (23) ~20 Other3 ~(25) (26) ~0 Operating Cash Flow ~595 647 ~(50) Capital Spending ~(255) (289) ~35 Free Cash Flow1 ~$340 $358 ~$(20) Free Cash Flow Conversion1 ~35% 34% ~+1% Preferred Dividend 0 (38) ~40 Share Repurchase ~(300) (200) ~40 Debt Repayment (198) M&A 55 Other4 ~(40) (53) ~15 Cash Flow ~$0 $(76) ~$75 © 2025 Clarivate. All rights reserved. Changes from Prior Year Free Cash Flow1 • Lower interest, working capital, and capital spending expected to largely offset lower profit to improve FCF conversion by ~1% Capital Allocation • Maintain flexibility between share repurchases and deleveraging 1 See the Appendix for a reconciliation of GAAP to Non-GAAP measures. 2 Includes restructuring-related severance and transaction cost. 3 Includes impaired contractual costs and refinancing cost. 4 Fx, Tax withholding for share-based compensation and refinancing cost. Note: Amounts in table may not sum due to rounding.

 
Shareholder Value Creation Focus © 2025 Clarivate. All rights reserved. 22 Best-In-Class Data & Workflow Assets Products Colleagues Strong Foundation To Build Upon Multiple Paths To Drive Shareholder Value Talented Team With Deep Expertise Trusted Provider, Blue Chip Customer Base Robust Financial Profile Scaled Information Services Provider Across The Innovation Value Chain Execution of Value Creation Plan • Focus on recurring revenue business lines will improve execution • Drive predictable and recurring organic growth • Deliver stable and consistent profit and cash flow Assessment of Strategic Alternatives • Comprehensive review of strategic alternatives • Seeking alternatives to unlock shareholder value • Retained advisors and actively evaluating options

 
Q&A Session

 
Appendix Presentation of Certain Non-GAAP Financial Measures

 
25© 2025 Clarivate. All rights reserved. Presentation of Certain Non-GAAP Financial Measures Adjusted EBITDA and Adjusted EBITDA margin Adjusted EBITDA represents net income (loss) before the provision (benefit) for income taxes, depreciation and amortization, and interest expense, net, adjusted to exclude acquisition and/or disposal-related transaction costs, share-based compensation, restructuring expenses, impairments, the impact of certain non-cash fair value adjustments on financial instruments, unrealized foreign currency gains/losses, legal settlements, and other items that are included in net income (loss) for the period that we do not consider indicative of our ongoing operating performance. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by Revenues. Net income (loss) margin is calculated by dividing Net income (loss) by Revenues. Adjusted net income and Adjusted diluted EPS Adjusted net income represents net income (loss), adjusted to exclude acquisition and/or disposal-related transaction costs, amortization related to acquired intangible assets, share-based compensation, restructuring expenses, impairments, the impact of certain non-cash fair value adjustments on financial instruments, unrealized foreign currency gains/losses, legal settlements, and other items that are included in net income (loss) for the period that we do not consider indicative of our ongoing operating performance and the associated income tax impact of such adjustments. Adjusted diluted EPS is calculated by dividing Adjusted net income by Adjusted diluted weighted average shares. The adjusted diluted weighted average shares calculation assumes that all instruments in the calculation are dilutive. Free cash flow and Free cash flow conversion Free cash flow represents Net cash provided by (used for) operating activities less capital expenditures. Free cash flow conversion is calculated by dividing Free cash flow by Adjusted EBITDA. Operating cash flow conversion is calculated by dividing Net cash provided by (used for) operating activities by Net income (loss).

 
Reconciliation of Non-GAAP Financial Measures 26 Net income (loss) to Adjusted EBITDA and Adjusted EBITDA margin $m Q4 ‘24 Q4 ‘23 FY ’24 FY ’23 Net income (loss) $(191.8) $(843.9) $(636.7) $(911.2) Provision (benefit) for income taxes 59.6 (18.0) 82.9 (101.3) Depreciation and amortization 186.0 180.8 727.0 708.3 Interest expense, net 69.9 75.2 283.4 293.7 Share-based compensation expense 10.9 11.8 60.6 108.9 Goodwill and intangible asset impairments 224.1 844.7 540.7 979.9 Restructuring and other impairments 5.4 14.7 19.6 40.0 Fair value adjustment of warrants — (1.5) (5.2) (15.9) Transaction related costs 4.3 3.1 17.9 8.2 Other1 (83.1) 31.3 (29.8) 6.6 Adjusted EBITDA $285.3 $298.2 $1,060.4 $1,117.2 Net income (loss) margin (28.9)% (123.4)% (24.9)% (34.7)% Adjusted EBITDA margin 43.0% 43.6% 41.5% 42.5% © 2025 Clarivate. All rights reserved. Descriptions 1. Includes the net impact of unrealized foreign currency gains and losses and other items that do not reflect our ongoing operating performance. The fourth quarter and full year 2024 amount includes a gain of $69.5 and a net gain of $54.7, respectively, from the divestitures completed in 2024. The full year 2023 amount includes a gain of $49.4 related to a legal settlement.

 
Reconciliation of Non-GAAP Financial Measures 27 Net income (loss) and Net income (loss) per share to Adjusted net income and Adjusted diluted EPS Q4 ‘24 Q4 ‘23 FY ’24 FY ‘23 $m except per share data Amount Per Share Amount Per Share Amount Per Share Amount Per Share Net income (loss) and EPS $(191.8) $(0.27) $(843.9) $(1.27) $(636.7) $(0.92) $(911.2) $(1.36) Amortization related to acquired intangible assets 137.2 0.20 134.5 0.20 554.1 0.80 564.3 0.84 Share-based compensation expense 10.9 0.02 11.8 0.02 60.6 0.09 108.9 0.16 Goodwill and intangible asset impairments 224.1 0.32 844.7 1.27 540.7 0.78 979.9 1.46 Restructuring and other impairments 5.4 0.01 14.7 0.02 19.6 0.03 40.0 0.06 Fair value adjustment of warrants — — (1.5) — (5.2) (0.01) (15.9) (0.02) Transaction related costs 4.3 0.01 3.1 — 17.9 0.03 8.2 0.01 Other1 (83.1) (0.13) 31.3 0.04 (29.8) (0.08) 6.6 (0.06) Income tax impact of related adjustments 38.5 0.05 (31.3) (0.05) 4.1 0.01 (181.7) (0.27) Adjusted net income and Adjusted diluted EPS $145.5 $0.21 $163.4 $0.23 $525.3 $0.73 $599.1 $0.82 Adjusted weighted average shares, diluted 707.7 724.4 721.5 731.3 © 2025 Clarivate. All rights reserved. Descriptions 1. Includes the net impact of unrealized foreign currency gains and losses and other items that do not reflect our ongoing operating performance. The fourth quarter 2024 amount includes a gain of $69.5 from the ScholarOne divestiture. The full year 2024 amount includes a net gain of $54.7 from divestitures and the full year 2023 amount includes a gain of $49.4 related to a legal settlement.

 
Reconciliation of Non-GAAP Financial Measures 28 Net cash provided by operating activities to Free cash flow and Free cash flow conversion $m Q4 ‘24 Q4 ‘23 FY ’24 FY ’23 Net cash provided by operating activities $141.3 $190.9 $646.6 $744.2 Capital expenditures (82.2) (63.9) (289.1) (242.5) Free cash flow $59.1 $127.0 $357.5 $501.7 Operating cash flow conversion (73.7)% (22.6)% (101.6)% (81.7)% Free cash flow conversion 20.7% 42.6% 33.7% 44.9% © 2025 Clarivate. All rights reserved.

 
Reconciliation of Non-GAAP Financial Measures – 2025 Outlook 29© 2025 Clarivate. All rights reserved. The following table presents our calculation of Adjusted EBITDA and Adjusted EBITDA margin for the 2025 outlook and reconciles these non-GAAP measures to our Net income (loss) and Net income (loss) margin for the same period: Net income (loss) to Adjusted EBITDA and Adjusted EBITDA margin Year Ending December 31, 2025 (Forecasted) $m Low High Net income (loss) $(203) $(127) Provision (benefit) for income taxes 55 59 Depreciation and amortization 697 687 Interest expense, net 262 252 Share-based compensation expense 84 84 Restructuring and other impairments1 30 30 Transaction related costs 10 10 Other 5 5 Adjusted EBITDA $940 $1,000 Net income (loss) margin (8.9)% (5.3)% Adjusted EBITDA margin 40.5% 42.5% Descriptions 1. Reflects restructuring costs expected to be incurred in 2025 associated with the Value Creation Plan.

 
Reconciliation of Non-GAAP Financial Measures – 2025 Outlook 30© 2025 Clarivate. All rights reserved. The following table presents our calculation of Adjusted diluted EPS for the 2025 outlook and reconciles this non-GAAP measure to our Net income (loss) per share for the same period: Net income (loss) per fully diluted weighted shares outstanding to Adjusted diluted EPS Year Ending December 31, 2025 (Forecasted) $m Low High Net income (loss) per share $(0.28) $(0.18) Amortization related to acquired intangible assets 0.75 0.75 Share-based compensation expense 0.12 0.12 Restructuring and other impairments1 0.04 0.04 Transaction related costs 0.01 0.01 Other 0.01 0.01 Income tax impact of related adjustments (0.05) (0.05) Adjusted diluted EPS $0.60 $0.70 Adjusted weighted average shares, diluted2 696 million Descriptions 1. Reflects restructuring costs expected to be incurred in 2025 associated with the Value Creation Plan. 2. For the purposes of calculating Adjusted diluted EPS, we have assumed the "if-converted" method of share dilution on a full year basis.

 
Reconciliation of Non-GAAP Financial Measures – 2025 Outlook 31 Net cash provided by operating activities to Free cash flow and Free cash flow conversion Year Ending December 31, 2025 (Forecasted) $m Low High Net cash provided by operating activities $555 $635 Capital expenditures (255) (255) Free cash flow $300 $380 Operating cash flow conversion (273.4)% (500.0)% Free cash flow conversion 31.9% 38.0% © 2025 Clarivate. All rights reserved. The following table presents our calculation of Free cash flow and Free cash flow conversion for the 2025 outlook and reconciles these non-GAAP measures to our Net cash provided by operating activities for the same period:

 
© 2025 Clarivate Clarivate and its logo, as well as all other trademarks used herein, are trademarks of their respective owners and used under license. About Clarivate Clarivate is a leading global provider of transformative intelligence. We offer enriched data, insights & analytics, workflow solutions and expert services in the areas of Academia & Government, Intellectual Property and Life Sciences & Healthcare. For more information, please visit www.clarivate.com

 
v3.25.0.1
Document and Entity Information Document
Feb. 19, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 19, 2025
Entity Registrant Name CLARIVATE PLC
Entity Incorporation, State or Country Code Y9
Entity File Number 001-38911
Entity Tax Identification Number 00-0000000
Entity Address, Address Line One 70 St. Mary Axe
Entity Address, City or Town London
Entity Address, Postal Zip Code EC3A 8BE
Entity Address, Country GB
City Area Code 44
Local Phone Number 207-433-4000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Ordinary Shares, no par value
Trading Symbol CLVT
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001764046
Amendment Flag false
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