What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-02-19 compared with 2024-02-27 · 359 added, 484 removed, 875 unchanged (49% of the section changed)

14 unchanged sentences

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO because a material weakness in internal control over financial reporting existed as of that date as the Company did not design and maintain effective controls related to the preparation and review of the footnote disclosures included in the Company’s consolidated financial statements, including controls related to the completeness and accuracy of the underlying information used in the preparation of the footnote disclosures.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

The material weakness referred to above is described in Management's Report on Internal Control over Financial Reporting appearing under Item 9A.

We considered this material weakness in determining the nature, timing, and extent of audit tests applied in our audit of the 2023 consolidated financial statements, and our opinion regarding the effectiveness of the Company’s internal control over financial reporting does not affect our opinion on those consolidated financial statements.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in management's report referred to above.

Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits.

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The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill Impairment Assessments for the Intellectual Property and Life Sciences and Healthcare Reporting Units

As described in Notes 1 and 6 to the consolidated financial statements, the Company’s consolidated goodwill balance was $2,023.7 million as of December 31, 2023 and the goodwill associated with the Intellectual Property and the Life Sciences and Healthcare reporting units was $0 and $913.9 million, respectively.

Goodwill Impairment Assessments for the Life Sciences and Healthcare Reporting Unit

As described in Notes 1 and 6 to the consolidated financial statements, the Company’s consolidated goodwill balance was $1,566.6 million as of December 31, 2024 and the goodwill associated with the Life Sciences and Healthcare reporting unit was $477.8 million.

Goodwill is not amortized, but instead is tested for impairment annually as of the first day of the fourth quarter, or more frequently if events or changes in circumstances indicate that the asset might be impaired.

Goodwill impairment testing is performed at the reporting unit level.

Management estimates the fair value of a reporting unit using a discounted cash flow model based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate.

Management estimates the fair value of a reporting unit using a discounted cash flow (DCF) analysis based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate.

As disclosed by management, significant judgments and estimates made in this analysis include projected revenue growth rates and EBITDA margins, tax rates, terminal values and discount rates.

Based on the annual quantitative analysis, management determined the carrying value of the Intellectual Property and Life Sciences and Healthcare reporting units exceeded their respective fair values, resulting in a goodwill impairment charge of $579.2 million related to the Intellectual Property reporting unit and $265.5 million related to the Life Sciences and Healthcare reporting unit.

The principal considerations for our determination that performing procedures relating to the goodwill impairment assessments for the Intellectual Property and Life Sciences and Healthcare reporting units is a critical audit matter are (i) the significant judgment by management when developing the fair value estimates of the reporting units;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to projected revenue growth rates, EBITDA margins, terminal growth rate and discount rates;

In the second quarter of 2024, primarily due to sustained declines in the Company’s share price, management performed an interim quantitative goodwill impairment assessment and determined for the Life Sciences and Healthcare reporting unit, the carrying value exceeded its fair value;

consequently, management recorded a goodwill impairment charge of $302.8 million.

In the fourth quarter of 2024, management performed its annual goodwill impairment assessment and determined for the Life Sciences and Health reporting unit, the carrying value exceeded its fair value;

consequently, management recorded a goodwill impairment charge of $149.1 million.

The principal considerations for our determination that performing procedures relating to the goodwill impairment assessments of the Life Sciences and Healthcare reporting unit is a critical audit matter are (i) the significant judgment by management when developing the fair value estimates of the Life Sciences and Healthcare reporting unit;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to projected revenue growth rates, projected EBITDA margins, terminal growth rate and discount rate;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessments, including controls over the valuation of the Intellectual Property and Life Sciences and Healthcare reporting units.

These procedures also included, among others (i) testing management’s process for developing the fair value estimates of the reporting units;

(ii) evaluating the appropriateness of the discounted cash flow model used by management;

(iii) testing the completeness and accuracy of underlying data used in the discounted cash flow model;

and (iv) evaluating the reasonableness of the significant assumptions used by management related to projected revenue growth rates, EBITDA margins, terminal growth rate and discount rates.

Evaluating management’s assumptions related to projected revenue growth rates and EBITDA margins involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the Intellectual Property and Life Sciences and Healthcare reporting units;

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessments, including controls over the valuation of the Life Sciences and Healthcare reporting unit.

These procedures also included, among others (i) testing management’s process for developing the fair value estimates of the Life Sciences and Healthcare reporting unit;

(ii) evaluating the appropriateness of the DCF analysis used by management;

(iii) testing the completeness and accuracy of underlying data used in the DCF analysis;

and (iv) evaluating the reasonableness of the significant assumptions used by management related to projected revenue growth rates, projected EBITDA margins, terminal growth rate and discount rate.

Evaluating management’s assumptions related to projected revenue growth rates and projected EBITDA margins involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the Life Sciences and Healthcare reporting unit;

(ii) the consistency with external market and industry data;

and (iii) whether the assumptions

were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the discounted cash flow model and (ii) the reasonableness of the terminal growth rate and discount rates assumptions.

and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the DCF analysis and (ii) the reasonableness of the terminal growth rate and discount rate assumptions.

/s/ PricewaterhouseCoopers LLP

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14.4 shares authorized;

5.25 % Mandatory Convertible Preferred Shares, Series A, 14.4 shares issued and outstanding as of both December 31, 2023 and December 31, 2022

1,392.6 1,392.6

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

Ordinary Shares, no par value;

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2024 2023 2022

Revenues, net $ 2,628.8 $ 2,659.8 $ 1,876.9

Revenues $ 2,556.7 $ 2,628.8 $ 2,659.8

Operating expenses:

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Balance at December 31, 2021 683.1 $ 11,827.9 14.4 $ 1,392.6 0.5 $ ( 16.9 ) $ 326.7 $ ( 1,604.4 ) $ 11,925.9

Exercise of Private Placement Warrants 0.2 3.6 — — — — — — 3.6

Reclassification of EBT Shares ( 0.5 ) — — — — — — — —

Exercise of stock options 0.4 0.9 — — — — — — 0.9

Vesting of restricted stock units 2.9 — — — — — — — —

Issuance of ordinary shares, net 257.3 6,980.6 — — — — — — 6,980.6

Share-based award activity ( 1.3 ) 83.2 — — — — — — 83.2

Repurchases of ordinary shares — — — — ( 183.8 ) ( 5,211.5 ) — — ( 5,211.5 )

Retirement of treasury shares ( 183.8 ) ( 5,211.5 ) — — 183.8 5,211.5 — — —

Issuance of preferred shares, net — — 14.4 1,392.6 — — — — 1,392.6

Issuance of treasury shares, net — — — — ( 5.8 ) 179.1 — ( 41.6 ) 137.5

Repurchase and retirement of ordinary shares ( 10.7 ) ( 167.3 ) — — — — — ( 7.7 ) ( 175.0 )

Sale of treasury shares 0.5 — — — ( 0.5 ) 16.9 — ( 11.2 ) 5.7

Dividends to preferred stockholders — — — — — — — ( 75.4 ) ( 75.4 )

— — — — — — — ( 270.5 ) ( 270.5 )

Other comprehensive loss

— — — — — — ( 165.7 ) — ( 165.7 )

Net income (loss) — — — — — — — ( 3,960.2 ) ( 3,960.2 )

Other comprehensive income (loss) — — — — — — ( 992.6 ) — ( 992.6 )

Balance at December 31, 2022 674.4 $ 11,744.7 14.4 $ 1,392.6 — $ — $ ( 665.9 ) $ ( 5,658.9 ) $ 6,812.5

Reclassification of EBT Shares ( 0.5 ) — — — — — — — —

Exercise of stock options 0.3 1.6 — — — — — — 1.6

1 unchanged sentence

Share-based award activity ( 2.4 ) 94.2 — — — — — — 94.2

Repurchases of ordinary shares ( 10.7 ) — — — 10.7 ( 175.0 ) — — ( 175.0 )

Retirement of treasury shares — ( 167.3 ) — — ( 10.7 ) 175.0 — ( 7.7 ) —

Sale of treasury shares 0.5 — — — ( 0.5 ) 16.9 — ( 11.2 ) 5.7

Repurchase and retirement of ordinary shares ( 13.8 ) ( 100.0 ) — — — — — — ( 100.0 )

Dividends to preferred shareholders — — — — — — — ( 75.4 ) ( 75.4 )

Net loss — — — — — — — ( 3,960.2 ) ( 3,960.2 )

Other comprehensive loss — — — — — — ( 992.6 ) — ( 992.6 )

Net income (loss) — — — — — — — ( 911.2 ) ( 911.2 )

Other comprehensive income (loss) — — — — — — 170.6 — 170.6

Balance at December 31, 2023 666.1 $ 11,740.5 14.4 $ 1,392.6 — $ — $ ( 495.3 ) $ ( 6,645.5 ) $ 5,992.3

674.4 $ 11,744.7 14.4 $ 1,392.6 — $ — $ ( 665.9 ) $ ( 5,658.9 ) $ 6,812.5

Exercise of stock options 0.3 1.6 — — — — — — 1.6

Vesting of restricted stock units 6.7 — — — — — — — —

Share-based award activity ( 2.3 ) 45.7 — — — — — — 45.7

Repurchases of ordinary shares ( 13.8 ) — — — 13.8 ( 100.0 ) — — ( 100.0 )

Retirement of treasury shares — ( 100.0 ) — — ( 13.8 ) 100.0 — — —

Conversion of preferred shares into ordinary shares 55.3 1,392.6 ( 14.4 ) ( 1,392.6 ) — — — — —

Repurchase and retirement of ordinary shares ( 34.4 ) ( 200.0 ) — — — — — — ( 200.0 )

Dividends to preferred shareholders — — — — — — — ( 31.3 ) ( 31.3 )

— — — — — — — ( 911.2 ) ( 911.2 )

Other comprehensive income

— — — — — — 170.6 — 170.6

Net income (loss) — — — — — — — ( 636.7 ) ( 636.7 )

Other comprehensive income (loss) — — — — — — ( 31.0 ) — ( 31.0 )

Balance at December 31, 2024 691.4 $ 12,978.8 — $ — — $ — $ ( 526.3 ) $ ( 7,313.5 ) $ 5,139.0

666.1 $ 11,740.5 14.4 $ 1,392.6 — $ — $ ( 495.3 ) $ ( 6,645.5 ) $ 5,992.3

The accompanying Notes are an integral part of these Consolidated Financial Statements.

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Net income (loss) $ ( 636.7 ) $ ( 911.2 ) $ ( 3,960.2 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization 727.0 708.3 710.5

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Other liabilities 8.8 ( 80.8 ) ( 23.8 )

Net cash provided by (used for) operating activities 744.2 509.3 323.8

Net cash provided by operating activities 646.6 744.2 509.3

Cash Flows From Investing Activities

Capital expenditures ( 289.1 ) ( 242.5 ) ( 202.9 )

Payments for acquisitions and cost method investments, net of cash acquired ( 5.4 ) ( 24.8 ) ( 3,930.3 )

Payments for acquisitions, net of cash acquired ( 32.0 ) ( 5.4 ) ( 24.8 )

Proceeds from divestitures, net of cash divested 84.4 10.5 285.0

10.5 285.0 4.3

Net cash provided by (used for) investing activities ( 236.7 ) ( 237.4 ) 57.3

Cash Flows From Financing Activities

Proceeds from issuance of debt — — 1,842.6

Proceeds from revolving credit facility — — 175.0

Principal payments on term loan ( 300.0 ) ( 321.5 ) ( 28.6 )

Principal payments on term loans ( 198.1 ) ( 300.0 ) ( 321.5 )

Repayments of revolving credit facility — — ( 175.0 )

Payment of debt issuance costs and discounts ( 20.1 ) 0.1 ( 2.1 )

Proceeds from issuance of preferred shares — — 1,392.6

Proceeds from issuance of ordinary shares — — 728.0

Proceeds from issuance of treasury shares — 5.7 139.9

Repurchases of ordinary shares ( 200.0 ) ( 100.0 ) ( 175.0 )

Cash dividends on preferred shares ( 37.7 ) ( 75.5 ) ( 75.4 )

Proceeds from stock options exercised 0.5 0.9 18.6

Payments related to finance lease ( 1.0 ) ( 1.9 ) ( 0.2 )

Payments related to tax withholding for stock-based compensation ( 20.6 ) ( 14.9 ) ( 24.9 )

Payments related to tax withholding for share-based compensation ( 15.6 ) ( 20.6 ) ( 14.9 )

Other financing activities 1.4 ( 0.5 ) 4.7

Net cash provided by (used for) financing activities ( 470.1 ) ( 496.5 ) ( 759.2 )

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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 provider of proprietary and comprehensive information, analytics, professional services, and workflow software that enable users across government and academic institutions, life science and healthcare companies, corporations, and law firms to power the entire innovation lifecycle, from cultivating curiosity to protecting the world’s critical intellectual property assets.

We have three reportable segments:

Academia & Government (“A&G”), Intellectual Property (“IP”), and Life Sciences & Healthcare (“LS&H”).

Our segment structure is organized based on the products we offer and the markets they serve.

We are a leading global provider of transformative intelligence.

We connect people and organizations to the intelligence they can trust to transform their perspective, their work, and our world.

We support the entire innovation lifecycle, from cultivating curiosity to protecting the world’s critical intellectual property assets.

We offer enriched data, insights & analytics, workflow solutions, and expert 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 16 - Segment Information .

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The most significant of these estimates relate to the initial valuation of acquired long-lived and intangible assets and goodwill, subsequent impairment analyses, and income taxes.

Management evaluates these estimates, assumptions, and judgments on an ongoing basis by reference to historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

We evaluate these estimates, assumptions, and judgments on an ongoing basis by reference to our historical experience and other factors, including expectations of future events that we believe are reasonable under the circumstances.

Concentration of Credit Risk

14 unchanged sentences

The carrying value of cash and cash equivalents, accounts receivable, accounts payable, and other accruals readily convertible into cash approximate fair value because of the short-term nature of the instruments.

As further discussed in Note 2 - Acquisitions and Divestitures, we have classified the contingent consideration associated with the Valipat divestiture within Level 3 of the fair value hierarchy.

As further discussed in Note 9 - Debt, we have classified our debt instruments within Level 2 of the fair value hierarchy.

As further described in Note 8 - Derivative Instruments, we have also classified our derivative instruments within Level 2 of the fair value hierarchy.

As discussed in Note 11 - Private Placement Warrants , we have classified our warrants within Level 3 of the fair value hierarchy.

We have also classified our derivative instruments described in Note 8 - Derivative Instruments within Level 2 of the fair value hierarchy.

CLARIVATE PLC

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We account for lease and non-lease components as a single lease component.

CLARIVATE PLC

Notes to the Consolidated Financial Statements

(In millions or as otherwise noted)

Goodwill and Other Intangible Assets

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The excess of the purchase price over the fair values of identifiable assets and liabilities is recorded as goodwill.

CLARIVATE PLC

Notes to the Consolidated Financial Statements

(In millions or as otherwise noted)

Definite-lived intangible assets are generally amortized on a straight-line basis over the following estimated useful lives:

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For discussion of the analysis and results of our impairment tests, see Note 6 - Other Intangible Assets, Net and Goodwill and Note 13 - Restructuring and Other Impairments.

Accrued expenses and other current liabilities

Accrued expenses and other current liabilities consisted of the following:

Liabilities due to customers $ 84.8 $ 62.0

Accrued royalties 79.3 75.4

Miscellaneous accruals 146.0 177.8

Accrued expenses and other current liabilities $ 310.1 $ 315.2

CLARIVATE PLC

Notes to the Consolidated Financial Statements

(In millions or as otherwise noted)

We recognize income taxes under the asset and liability method.

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tax expense resulting from Global Intangible Low Taxed Income (“GILTI”) as a current period expense.

CLARIVATE PLC

Notes to the Consolidated Financial Statements

(In millions or as otherwise noted)

In assessing the realizability of deferred tax assets, we consider all available positive and negative evidence factors.

21 unchanged sentences

These contracts typically include evergreen clauses or are multi-year agreements.

We invoice and record revenue upon delivery of the service or report.

• Transactional and other revenues are earned for specific deliverables that are typically quoted on a product, data set, or project basis.

Transactional and other 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, or project, although for longer software implementation projects, we will periodically bill and recognize revenue in connection with the completion of related performance obligations.

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, or project, although for longer software implementation projects, we will periodically invoice and recognize revenue in connection with the completion of related performance obligations.

When multiple performance obligations exist in a single contract, the transaction price is allocated to each performance obligation in proportion to the standalone selling price of each performance obligation.

1 unchanged sentence

Discounts applied to the contract are allocated based on the same proportion of standalone selling prices.

CLARIVATE PLC

Notes to the Consolidated Financial Statements

(In millions or as otherwise noted)

For transactions that involve a third party, we evaluate whether we are acting as the principal or the agent in the transaction by considering factors such as control of the specified goods or services before they are transferred to the customer, fulfillment responsibility, collection risk, and discretion in establishing price.

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We treat these commission costs as costs to obtain a contract and are therefore considered contract assets.

We capitalize certain of these commission costs within Prepaid expenses and Other non-current assets on the Consolidated

CLARIVATE PLC

Notes to the Consolidated Financial Statements

(In millions or as otherwise noted)

Balance Sheets.

We capitalize certain of these commission costs within Prepaid expenses and Other non-current assets on the Consolidated Balance Sheets.

The costs are amortized to Selling, general and administrative costs within the Consolidated Statements of Operations.

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Legal costs expected to be incurred in connection with a loss contingency are expensed and accrued at the outset of the legal matter giving rise to the estimated legal costs.

We reassess the sufficiency of the accrual each reporting period.

Other Operating (Income) Expense, Net

Other operating expense (income), net consists of the following:

Other operating expense (income), net consisted of the following:

Year Ended December 31,

2024 2023 2022

Gain on sale from divestitures Note 2 $ — $ ( 278.5 ) $ —

Gain on sale from divestitures

Note 2 $ ( 54.7 ) $ — $ ( 278.5 )

Gain on legal settlement

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The effects of foreign currency translation adjustments are included as a component of Accumulated other comprehensive income (loss) in the accompanying Consolidated Balance Sheets.

CLARIVATE PLC

Notes to the Consolidated Financial Statements

(In millions or as otherwise noted)

Earnings Per Share

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Diluted EPS reflects the potential dilution that could occur if securities were exercised or converted into ordinary shares, as calculated using the treasury stock method.

CLARIVATE PLC

Notes to the Consolidated Financial Statements

(In millions or as otherwise noted)

Recently Issued Accounting Standards

In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Improvements to Reportable Segment Disclosures , which requires disclosure of incremental segment information on an annual and interim basis.

The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 on a retrospective basis.

Early adoption is permitted.

We are currently assessing the impact of this update on our consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures , which is designed to provide greater income tax disclosure transparency by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction.

1 unchanged sentence

Early adoption is permitted.

We are currently assessing the impact of this update on our consolidated financial statements and related disclosures.

We are currently assessing the impact of this update on our related disclosures.

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.

Acquisitions and Divestitures

2021 Acquisition of ProQuest

On December 1, 2021, we acquired 100 % of ProQuest, a leading global software, data and analytics provider to academic, research and national institutions, and its subsidiaries from Cambridge Information Group (“CIG”), Atairos and certain other equity holders (collectively, the “Seller Group”).

The aggregate consideration in connection with the closing of the ProQuest acquisition was $ 5,002.3 , net of $ 52.5 cash acquired.

The aggregate consideration was composed of (i) $ 1,094.9 from the issuance of 46.9 million ordinary shares to the Seller Group and (ii) approximately $ 3,959.9 in total cash consideration, including approximately $ 917.5 to fund the repayment of ProQuest debt.

The excess of the purchase price over the net tangible and intangible assets was recorded to Goodwill and primarily reflected the assembled workforce and expected synergies, with the majority being deductible for tax purposes.

For additional information, see Note 6 - Other Intangible Assets, net and Goodwill .

Total transaction costs incurred in connection with the acquisition were $ 16.2 and $ 63.0 for the year ended December 31, 2022 and 2021, respectively.

ProQuest is reported primarily as part of our A&G segment.

CLARIVATE PLC

Notes to the Consolidated Financial Statements

(In millions or as otherwise noted)

The following table summarizes the final purchase price allocation based on the fair value of assets acquired and liabilities assumed as of the close date of December 1, 2021:

Purchase Price Allocation

Accounts receivable $ 114.7

Prepaid expenses 23.2

Other current assets 23.7

Property and equipment, net 65.2

Other intangible assets (1)

Other non-current assets 18.0

Deferred income taxes 3.5

Operating lease right-of-use assets 28.4

Total assets $ 3,810.4

Accounts payable 17.1

Accrued expenses and other current liabilities 133.2

Current portion of long-term debt 1.1

Current portion of deferred revenue 335.2

Current portion of operating lease liabilities 8.0

Long-term debt 33.4

Deferred income taxes 58.9

Non-current portion of deferred revenue 6.8

Other non-current liabilities 91.3

Operating lease liabilities 23.1

Total liabilities 708.1

Fair value of acquired identifiable assets and liabilities $ 3,102.3

Purchase price, net of cash acquired $ 5,002.3

Fair value of acquired identifiable assets and liabilities 3,102.3

Goodwill $ 1,900.0

(1) $ 3,528.0 relates to the valued intangible assets as per the purchase price allocation with the remaining amount attributable to acquired assets under construction.

The identifiable intangible assets acquired are amortized on a straight-line basis over their estimated useful lives.

The following table summarizes the estimated fair value of ProQuest’s identifiable intangible assets acquired and their remaining amortization period (in years) as of the close date:

Fair Value Remaining

Amortization Period

Customer relationships $ 2,773.0 17 - 23

Technology and content 709.3 5 - 17

Trade names 45.7 2 - 10

Total identifiable intangible assets $ 3,528.0

Unaudited pro forma information for the year ended December 31, 2021 as if the acquisition had occurred January 1, 2020, is as follows:

Pro forma revenues, net $ 2,703.0

Pro forma net loss attributable to shareholders $ ( 175.4 )

The unaudited pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative of results of operations that would have been achieved had the acquisition taken place on the date indicated, or the

2024 Divestiture of ScholarOne

In the fourth quarter of 2024, in connection with focusing our efforts on our core A&G business assets, we sold our ScholarOne product group for net cash proceeds of $ 103.6 .

As a result of the divestiture, we recognized a gain of $ 69.5 , which is included in Other operating expense (income), net in the Consolidated Statements of Operations.

2024 Divestiture of Valipat

During the second quarter of 2023, we agreed to sell a small product group within our IP segment, Valipat, for $ 33.8 , payable in annual installments over ten years .

As of December 31, 2024, the fair value of this contingent consideration receivable was $ 25.0 , net of cash receipts, of which almost all is classified as Other non-current assets in the Consolidated Balance Sheets.

We will remeasure this receivable on a recurring basis and record adjustments, as needed, based on the length of time remaining under the commercial agreement and changes in the amount to be realized each year based on actual financial results.

Changes in fair value measurement of the contingent consideration is based on Level 3 inputs.

The transaction closed in April 2024 and we recognized a loss of $ 14.8 , which is included in Other operating expense (income), net in the Consolidated Statements of Operations.

Prior to the held-for-sale determination and accompanying impairment testing as of June 30, 2023, the carrying amount of the expected assets to be disposed of consisted almost entirely of purchase-related identifiable customer relationship intangible assets of $ 158.3 .

These intangible assets were reduced to estimated fair value of $ 26.1 based on the estimated present value of the consideration to be paid over ten years.

The related impairment charge of $ 132.2 is included in Goodwill and intangible asset impairments in the Consolidated Statements of Operations for the year ended December 31, 2023.

2022 Divestiture of MarkMonitor Domain Management Business

In October 2022, we completed the sale of the MarkMonitor Domain Management business within our IP segment and we recognized a gain of $ 278.5 , which is included in Other operating expense (income), net in the Consolidated Statement of Operations.

The aggregate closing consideration primarily included proceeds, net of cash transferred of $ 285.0 and deferred closing consideration of $ 10.6 that was subsequently received during the year ended December 31, 2023 .

CLARIVATE PLC

1 unchanged sentence

(In millions or as otherwise noted)

future consolidated results of our operations.

The pro forma financial information presented above has been derived from our historical consolidated financial statements and from the historical accounting records of ProQuest.

The unaudited pro forma results include certain pro forma adjustments to net loss that were directly attributable to the acquisition assuming that it occurred on January 1, 2020, including the following:

(i) additional amortization expense that would have been recognized relating to the acquired intangible assets, (ii) adjustments to interest expense to reflect the removal of ProQuest debt and our additional borrowings in conjunction with the acquisition, and (iii) the removal of $ 63.0 of acquisition-related transaction costs and $ 55.0 of other one-time costs related to undrawn bridge commitment fees.

2023 Pending Divestiture

During the second quarter 2023, we entered into a commercial agreement to sell a small product group within our IP segment for approximately $ 34 payable over ten years .

The divestiture enables improved focus on our core IP business assets and empowers product development and innovation teams to build upon our market-leading IP intelligence, IP lifecycle management, and IP services solutions.

The transaction, which is expected to close during the second quarter of 2024, does not represent a strategic shift, nor is it expected to have a material impact on our operations or financial results.

Accordingly, the divestiture met the held-for-sale criteria but did not qualify as a discontinued operation as of December 31, 2023.

These intangible assets were reduced to estimated fair value of $ 26.1 based on the estimated present value of the consideration to be paid over ten years .

The related impairment charge of $ 132.2 , as well as a goodwill impairment charge of $ 3.0 related to its allocated portion of the IP segment reporting unit’s goodwill balance, is included in Goodwill and intangible asset impairments in the Consolidated Statement of Operations for the year ended December 31, 2023.

The carrying amount of the intangible assets and the remaining deferred tax liabilities associated with those intangibles included in the disposal group were $ 26.7 and $ 6.7 , respectively, and were reclassified to Assets held for sale and Liabilities held for sale on the Consolidated Balance Sheet as of December 31, 2023.

2022 Divestiture of MarkMonitor Domain Management Business

On October 31, 2022, we completed the sale of the MarkMonitor Domain Management business (IP segment) to Newfold Digital, a leading web presence solutions provider.

The aggregate closing consideration included proceeds, net of cash transferred of $ 285.0 , deferred closing consideration of $ 10.6 , and other of $ 0.5 .

We received the deferred closing consideration during the year ended December 31, 2023.

As a result of the sale, we recorded a net gain of $ 278.5 , which is included in Other operating expense (income), net in the Consolidated Statement of Operations for the year ended December 31, 2022 and we wrote-off $ 10.6 of Other intangible assets, net and $ 42.8 of Goodwill associated with the divested business from the Consolidated Balance Sheet as of December 31, 2022.

We disaggregate our revenues by transaction type, by segment (see Note 16 - Segment Information), and by geography.

4 unchanged sentences

Re-occurring revenues 429.8 444.6 441.9

Transactional and other revenues 566.1 599.1 393.3

Revenues, net $ 2,628.8 $ 2,659.8 $ 1,876.9

CLARIVATE PLC

Notes to the Consolidated Financial Statements

(In millions or as otherwise noted)

Transactional revenues

500.1 566.1 599.1

Revenues $ 2,556.7 $ 2,628.8 $ 2,659.8

Year Ended December 31,

3 unchanged sentences

APAC 507.5 515.8 499.2

Revenues, net $ 2,628.8 $ 2,659.8 $ 1,876.9

Revenues $ 2,556.7 $ 2,628.8 $ 2,659.8

For the year ended December 31, 2024, 2023, and 2022, approximately 50 %, 49 %, and 50 % of our revenues, respectively, were attributed to customers in the U.S., while no other country accounted for more than 10% of our revenues.

Costs to Obtain a Contract

The capitalized amount of sales commissions included in Prepaid expenses was $ 19.7 and $ 27.7 , and in Other non-current assets was $ 23.8 and $ 15.5 as of December 31, 2023 and 2022, respectively.

As of December 31, 2024 and 2023, the capitalized amount of sales commissions included in Prepaid expenses was $ 15.4 and $ 19.7 , respectively, and the capitalized amount included in Other non-current assets was $ 21.4 and $ 23.8 , respectively.

We have not recorded any impairments against these capitalized commission costs.

Contract Balances

Accounts receivable, net Current

deferred revenues Non-current

deferred revenues

December 31, 2022 $ 872.1 $ 947.5 $ 38.5

December 31, 2023 908.3 983.1 38.7

Increase (decrease) $ 36.2 $ 35.6 $ 0.2

December 31, 2021 $ 906.4 $ 1,030.4 $ 54.2

December 31, 2022 872.1 947.5 38.5

Increase (decrease) $ ( 34.3 ) $ ( 82.9 ) $ ( 15.7 )

The following table presents our contract balances:

Accounts receivable, net $ 798.3 $ 908.3

Current portion of deferred revenues $ 859.1 $ 983.1

Non-current portion of deferred revenues $ 16.6 $ 38.7

During the year ended December 31, 2024, we recognized revenues of $ 868.2 attributable to deferred revenues recorded at the beginning of the period, primarily consisting of subscription revenues recognized ratably over the contractual term.

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Accounts Receivable

Our Accounts receivable, net balance consisted of the following as of December 31, 2023 and 2022:

Our Accounts receivable, net balance consisted of the following:

Accounts receivable $ 814.5 $ 934.9

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Accounts receivable, net $ 798.3 $ 908.3

CLARIVATE PLC

Notes to the Consolidated Financial Statements

(In millions or as otherwise noted)

The change in our accounts receivable allowance related to the following activity during each of the years presented:

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$ 16.2 $ 26.6 $ 27.1

CLARIVATE PLC

Notes to the Consolidated Financial Statements

(In millions or as otherwise noted)

Property and Equipment, Net

26 unchanged sentences

Intangible assets amortization expense was $ 708.0 , $ 685.1 , and $ 675.3 during the years ended December 31, 2024, 2023, and 2022, respectively.

In connection with the assets and liabilities held-for-sale as of December 31, 2023, we recorded an intangible assets impairment charge of $ 132.2 primarily associated with purchase-related customer relationships.

For further details, see Note 2 - Acquisitions and Divestitures .

In December 2024, our Board approved the wind-down of three product groups within the LS&H and A&G segments in connection with the Value Creation Plan and we recorded an intangible assets impairment charge of $ 75.0 to write down the carrying values of the associated intangibles, primarily technology and content assets, to their respective estimated net book values.

CLARIVATE PLC

Notes to the Consolidated Financial Statements

(In millions or as otherwise noted)

In connection with the Valipat divestiture and related assets and liabilities held-for-sale as of December 31, 2023 (see Note 2 - Acquisitions and Divestitures for further details), we recorded an intangible assets impairment charge of $ 132.2 during the year ended December 31, 2023, primarily associated with purchase-related customer relationships.

As of December 31, 2024, the remaining weighted-average estimated useful life (in years) of our definite-lived intangible assets, by major class and in total, was as follows:

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Trade names and other

CLARIVATE PLC

Notes to the Consolidated Financial Statements

(In millions or as otherwise noted)

As of December 31, 2023, estimated future amortization expense related to definite-lived intangible assets is as follows:

As of December 31, 2024, estimated future amortization expense related to definite-lived intangible assets was as follows:

Thereafter 5,209.1

5 unchanged sentences

Balance as of December 31, 2022 $ 1,109.8 $ 590.3 $ 1,176.4 $ 2,876.5

Acquisition measurement period adjustments 2.9 — 2.1 5.0

Divestiture (1)

— ( 42.8 ) — ( 42.8 )

Goodwill impairment

6 unchanged sentences

— ( 13.8 ) ( 451.9 ) ( 465.7 )

Divestiture (1)

( 20.6 ) — — ( 20.6 )

Impact of foreign currency fluctuations

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Balance as of December 31, 2024 $ 1,088.8 $ — $ 477.8 $ 1,566.6

(1) Relates to the divestiture of the MarkMonitor business in 2022.

For further details, see Note 2 - Acquisitions and Divestitures.

(2) The total goodwill impairment charge reflected in the Consolidated Statements of Operations during the year ended December 31, 2022 was $ 4,449 .

The difference represents the CTA impact from amounts recorded in our subsidiaries with functional currencies other than USD.

(3) The impact of foreign currency fluctuations was primarily driven by changes in the GBP/USD translation rate as of December 31, 2022 compared to December 31, 2021.

(4) In connection with the assets and liabilities held-for-sale as of December 31, 2023, a $ 3.0 impairment was recorded related to its allocated portion of the IP segment reporting unit’s goodwill balance.

(1) Related to the ScholarOne divestiture and its allocated portion of the A&G segment reporting unit’s goodwill balance.

For further details, see Note 2 - Acquisitions and Divestitures.

In both 2024 and 2023, we completed quantitative goodwill impairment assessments using a DCF analysis to estimate the fair value of each of our reporting units.

The discount rates were derived using a capital asset pricing model and analysis of published rates for industries relevant to each reporting unit to estimate the cost of equity financing.

For additional information related to our goodwill impairment testing policy and procedures, see Note 1 - Nature of Operations and Summary of Significant Accounting Policies .

In 2023, we performed our annual goodwill impairment assessment in the fourth quarter using a quantitative approach.

The annual assessment coincided with a change in our reporting units wherein the legacy ProQuest and Web of Science Group reporting units were combined into a single reporting unit, A&G.

There was no impact to the reportable segments or operating segments.

The goodwill impairment assessment included an analysis of the impacted reporting units immediately before and immediately after the change and concluded there was no impairment in either scenario.

Based on the annual quantitative analysis, we determined that the carrying value of the IP and LS&H segment reporting units exceeded their respective fair values, resulting in a goodwill impairment charge of $ 844.7 as follows:

In the fourth quarter of 2023, we performed our annual goodwill impairment assessment and determined that the carrying value of the IP and LS&H segment reporting units exceeded their respective fair values, resulting in a goodwill impairment charge of $ 844.7 as follows:

(i) $ 579.2 related to the IP reporting unit within the IP segment and (ii) $ 265.5 related to the LS&H reporting unit within the LS&H segment.

The impairments were primarily due to worsening macroeconomic and market conditions.

In the third quarter of 2022, we recorded a goodwill impairment charge of $ 4,407.9 as follows:

(i) $ 1,745.8 related to the ProQuest reporting unit within the A&G segment;

(ii) $ 2,569.1 related to the former IP Management reporting unit within

Separate from the annual quantitative goodwill impairment assessment, in connection with the Valipat divestiture (see Note 2 - Acquisitions and Divestitures for further details), we recorded a $ 3.0 goodwill impairment related to its allocated portion of the IP segment reporting unit’s goodwill balance.

CLARIVATE PLC

1 unchanged sentence

(In millions or as otherwise noted)

the IP segment;

and (iii) $ 93.0 related to the former Patent reporting unit within the IP segment.

For our annual impairment testing as of October 1, we utilized a qualitative assessment and concluded there was no impairment.

In the second quarter of 2024, primarily due to sustained declines in our share price, we determined that it was appropriate to perform an interim quantitative goodwill impairment assessment and concluded that the estimated fair value of the A&G reporting unit was substantially in excess of its carrying value.

For the LS&H reporting unit, we determined the carrying value exceeded its fair value;

consequently, we recorded a goodwill impairment charge of $ 302.8 .

In the third quarter of 2024, we recorded $ 13.8 of goodwill associated with a small acquisition within the IP 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 interim quantitative impairment assessment.

In the fourth quarter of 2024, we performed our annual goodwill impairment assessment and, while the estimated fair value decreased for all reporting units, we concluded that the estimated fair value of the A&G reporting unit continued to be substantially in excess of its carrying value.

For the LS&H reporting unit, we determined the carrying value exceeded its fair value;

consequently, we recorded a goodwill impairment charge of $ 149.1 .

The impairment was primarily due to sustained declines in our share price.

We currently lease office space and certain equipment under non-cancelable operating lease agreements.

We also have one financing lease for office space.

Some of the leases include renewal options to extend the lease term which we do not consider with respect to the lease term used for calculating the lease liability because the renewal options allow us to maintain operational flexibility, and we are not reasonably certain we will exercise the renewal options.

Some of our leases include renewal options, which we do not consider with respect to the lease term used for calculating the lease liability because the renewal options allow us to maintain operational flexibility, and we are not reasonably certain we will exercise the renewal options.

The following table presents the components of our lease cost, supplemental cash flow disclosures, and other information related to our lease arrangements:

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Finance lease cost:

Amortization of right-of-use assets 0.5 10.8 1.3

Interest on lease liabilities 2.1 1.2 0.1

Total lease cost $ 27.4 $ 31.0 $ 42.8

23 unchanged sentences

2027 13.7 3.4

2027 11.0 3.4

Thereafter 15.3 26.3

8 unchanged sentences

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 exchange rate risk and interest rate swaps to mitigate interest rate risk.

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.

Interest Rate Swaps

1 unchanged sentence

We have designated the interest rate swaps as cash flow hedges of the risk associated with floating interest rates on designated future monthly interest payments.

As of December 31, 2023, our outstanding interest rate swaps have an aggregate notional value of $ 1,112.4 and maturities ranging from March 2024 to October 2026.

For additional information on our outstanding term loan facility, see Note 9 - Debt .

As of December 31, 2024, our outstanding interest rate swaps have an aggregate notional value of $ 750.8 and mature in October 2026.

The fair value of the interest rate swaps is the estimated amount that we would receive or pay to terminate such agreements, taking into account market interest rates and the remaining time to maturities or using market inputs with mid-market pricing as a practical expedient for bid-ask spread.

Changes in fair value are recorded to Accumulated other comprehensive income loss (“AOCL”) in the Consolidated Balance Sheets with a related offset in derivative asset or liability, and the amounts reclassified out of AOCL are recorded within Interest expense, net in the Consolidated Statements of Operations.

Changes in fair value are recorded in Accumulated other comprehensive loss (“AOCL”) in the Consolidated Balance Sheets with a related offset in derivative asset or liability, and the amounts reclassified out of AOCL are recorded in Interest expense, net in the Consolidated Statements of Operations.

Any gain or loss will be subsequently reclassified into net earnings in the same period during which transactions affect earnings, or upon termination of the arrangements.

For additional information on changes recorded to AOCL, see Note 10 - Shareholders' Equity .

As of December 31, 2023, we estimate that $ 17.2 of pre-tax gain related to interest rate swaps recorded in AOCL is expected to be reclassified into earnings within the next twelve months.

For additional information on our outstanding Term Loan Facility, see Note 9 - Debt .

As of December 31, 2024, we estimate that approximately $ 8.8 of pre-tax gain related to interest rate swaps recorded in AOCL will be reclassified into earnings within the next 12 months.

Cross-Currency Swaps

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We have not designated these contracts as accounting hedges.

These contracts are initially recognized at fair value at the date the contracts are entered into and are subsequently remeasured to their fair value at the end of each reporting period.

We assess the fair value of these instruments, considering current and anticipated movements in future interest rates and the relevant currency spot and future rates available in the market.

We initially recognize these contracts at fair value on the execution date and subsequently remeasure the contracts to their fair value at the end of each reporting period.

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.

We receive third-party valuation reports to corroborate our determination of fair value.

Accordingly, these instruments are classified as Level 2 inputs.

We recognize the associated realized and unrealized gains and losses in Other operating expense (income), net in the Consolidated Statements of Operations.

For the years ended December 31, 2023, 2022, and 2021, we recognized a loss (gain) from the mark to market adjustment of $( 0.8 ), $ 1.2 , and $ 6.9 , respectively.

We recognized a loss (gain) from the fair value adjustment of $ 2.3 , $( 0.8 ), and $ 1.2 , for the years ended December 31, 2024, 2023, and 2022, respectively.

The notional amount of outstanding foreign currency contracts was $ 91.1 and $ 140.5 as of December 31, 2024 and December 31, 2023, respectively.

The following table provides information on the location and fair value amounts of our derivative instruments as of December 31, 2023 and December 31, 2022:

The following table provides information on the location and fair value amounts of our derivative instruments:

Balance Sheet Classification 2024 2023

Asset Derivatives

Derivatives designated as accounting hedges:

Designated as accounting hedges:

Interest rate swaps Other current assets $ — $ 4.1

Interest rate swaps Other non-current assets 14.7 17.7

Derivatives not designated as accounting hedges:

Cross-currency swaps

Other non-current assets 3.7 —

Not designated as accounting hedges:

Foreign currency forwards Other current assets — 1.3

1 unchanged sentence

Liability Derivatives

Derivatives designated as accounting hedges:

Designated as accounting hedges:

Cross-currency swaps

Other non-current liabilities $ — $ 2.0

Derivatives not designated as accounting hedges:

Not designated as accounting hedges:

Foreign currency forwards Accrued expenses and other current liabilities 1.1 0.1

11 unchanged sentences

Senior Secured Notes 2028 3.875 % 921.2 3.875 % 921.2

Senior Secured Notes 2026 4.500 % 700.0 4.500 % 700.0

Revolving Credit Facility 2029 7.107 % — 8.206 % —

Term Loan Facility 2031 7.107 % 1,999.2 8.470 % 2,197.4

Senior Secured Notes 2026 4.500 % 700.0 4.500 % 700.0

Finance lease

3 unchanged sentences

Current portion of long-term debt ( 1.3 ) ( 1.2 )

( 1.2 ) ( 1.0 )

Long-term debt $ 4,518.7 $ 4,721.1

(1) See Note 18 - Related Party Transactions for additional information.

Financing Transactions

Senior Notes (2029) and Senior Secured Notes (2028)

Interest on the Senior Notes due 2029 and the Senior Secured Notes due 2028 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 the existing credit facilities and Senior Secured Notes due 2026.

Both of these 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 existing credit facilities and Senior Secured Notes due 2026.

The Senior Secured Notes and Senior Notes are subject to redemption as a result of certain changes in control at 101 % of the principal amount, plus accrued and unpaid interest to the date of purchase.

At our election, these Notes may be redeemed (i) prior to June 30, 2024, at a redemption price equal to 100 % of the aggregate principal amount of the Notes being redeemed, plus a “make-whole” premium and accrued and unpaid interest to the date of redemption;

(ii) prior to June 30, 2024, we may use funds, in an aggregate amount not exceeding the net cash proceeds of one or more specified equity offerings, to redeem up to 40 % of the aggregate principal amount of the Senior Notes and Senior Secured Notes at a redemption price equal to 104.875 % and 103.875 % of the aggregate principal amount being redeemed, respectively, plus accrued and unpaid interest and additional amounts to the date of redemption provided that at least 50 % of the original aggregate principal amount of the Notes issued on the Closing Date remains outstanding after the redemption (or all Notes are redeemed substantially concurrently) and the redemption occurs within 120 days of the date of the closing of such equity offering;

or, (iii) on or after June 30, 2024, during the 12 month period commencing on June 30 of each of the years referenced below based on the call premiums listed below, plus accrued and unpaid interest to the date of redemption.

Interest on the Senior Notes due 2029 and Senior Secured Notes due 2028 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 and Senior Secured Notes due 2026.

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 and Senior Secured Notes due 2026.

The Senior Notes due 2029 and Senior Secured Notes due 2028 are subject to redemption as a result of certain changes in control at 101 % of the principal amount, plus accrued and unpaid interest to the date of purchase.

Additionally, at our election, both series of Notes may be redeemed during the 12 month period commencing on June 30 of each of the years referenced below based on the call premiums listed below, plus accrued and unpaid interest to the date of redemption.

Redemption Price

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2026 and thereafter 100.000 % 100.000 %

The Indentures governing our Senior Notes due 2029 and Senior Secured Notes due 2028 contain covenants which, among other things, limit the incurrence of additional indebtedness (including acquired indebtedness), issuance of certain preferred stock, the payment of dividends, making restricted payments and investments, the purchase or acquisition or retirement for value of any equity interests, the provision of loans or advances to restricted subsidiaries, the sale or lease or transfer of any

CLARIVATE PLC

Notes to the Consolidated Financial Statements

(In millions or as otherwise noted)

properties to any restricted subsidiaries, the transfer or sale of assets, and the creation of certain liens.

The indentures governing these Notes contain covenants which, among other things, limit the incurrence of additional indebtedness (including acquired indebtedness), issuance of certain preferred stock, the payment of dividends, making restricted payments and investments, the purchase or acquisition or retirement for value of any equity interests, the provision of loans or advances to restricted subsidiaries, the sale or lease or transfer of any properties to any restricted subsidiaries, the transfer or sale of assets, and the creation of certain liens.

As of December 31, 2024, we were in compliance with all of the indenture covenants.

1 unchanged sentence

Interest on the Senior Secured Notes due 2026 is payable semi-annually to holders of record on May 1 and November 1 of each year.

The Senior Secured Notes due 2026 are secured on a first-lien pari passu basis with borrowings under the Credit Facilities and Senior Secured Notes due 2028.

These Notes are guaranteed on a joint and several basis by each of our indirect subsidiaries that is an obligor or guarantor under the Credit Facilities and are secured on a first-priority basis by the collateral now owned or hereafter acquired by Camelot Finance S.A.

The Senior Secured Notes due 2026 are secured on a first-lien pari passu basis with borrowings under our credit facilities and Senior Secured Notes due 2028.

These 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 and are secured on a first-priority basis by the collateral now owned or hereafter acquired by Camelot Finance S.A.

(the issuer) and each of the guarantors that secures the issuer’s and such guarantor’s obligations under our credit facilities (subject to permitted liens and other exceptions).

The Senior Secured Notes due 2026 are subject to redemption as a result of certain changes in tax laws or treaties of (or their interpretation by) a relevant taxing jurisdiction at 100 % of the principal amount, plus accrued and unpaid interest to the date of redemption, and upon certain changes in control at 101 % of the principal amount, plus accrued and unpaid interest to the date of purchase.

Additionally, at our election, the Notes may be redeemed on November 1, 2024 and thereafter at 100% of the principal amount, plus accrued and unpaid interest to the date of redemption.

CLARIVATE PLC

Notes to the Consolidated Financial Statements

(In millions or as otherwise noted)

The Senior Secured Notes due 2026 are subject to redemption as a result of certain changes in tax laws or treaties of (or their interpretation by) a relevant tax jurisdiction at 100 % of the principal amount, plus accrued and unpaid interest to the date of redemption, and upon certain changes in control at 101 % of the principal amount, plus accrued and unpaid interest to the date of purchase.

Additionally, at our election, the Notes may be redeemed at 100% of the principal amount, plus accrued and unpaid interest to the date of redemption.

The Credit Facilities

Borrowings under the Credit Facilities, bear interest at a floating rate which can be, at our option, either (i) a Eurocurrency rate plus an applicable margin or (ii) an alternate base rate (equal to the highest of (i) the rate which Bank of America, N.A.

announces as its prime lending rate, (ii) the Federal Funds Effective Rate plus one-half of 1.00 % and (iii) the Eurocurrency rate for an interest period of one month for loans denominated in dollars plus 1.00 % plus an applicable margin).

In January 2024, we refinanced our existing Term Loan Facility and extended the maturity date of our Revolving Credit Facility, which together are our Credit Facilities, as further described below.

The strategic refinancing provides improved financial flexibility, including extending our debt maturities and lowering our annual cash interest costs.

Borrowings under the Credit Facilities bear interest at a floating rate equal to (i) Term SOFR (as defined in the Credit Agreement) for the interest period elected by us plus 2.75 % per annum, in the case of Term SOFR loans, and (ii) an alternate base rate (“ABR”), equal to the highest of (a) the Federal Funds Rate plus one-half of 1.0 %, (b) the Prime Rate, and (c) Term SOFR with an interest period of one month plus 1.0 %, plus 1.75 % per annum, in the case of ABR loans.

The Credit Facilities are secured by substantially all of our assets and the assets of all of our U.S.

3 unchanged sentences

The Credit Facilities provide that, upon the occurrence of certain events of default, our obligations thereunder may be accelerated and the lending commitments terminated.

Such events of default include payment defaults to the lenders, material inaccuracies of representations and warranties, covenant defaults, cross-defaults to other material indebtedness (including the Senior Secured Notes due 2026 and 2028 and Senior Notes 2029), voluntary and involuntary bankruptcy proceedings, material money judgments, loss of perfection over a material portion of collateral, material ERISA/pension plan events, certain change of control events, and other customary events of default, in each case subject to threshold, notice, and grace period provisions.

Such events of default include payment defaults to the lenders, material inaccuracies of representations and warranties, covenant defaults, cross-defaults to other material indebtedness (including the Senior Secured Notes due 2026, the Senior Secured Notes due 2028, and the Senior Notes due 2029), voluntary and involuntary bankruptcy proceedings, material money judgments, loss of perfection over a material portion of collateral, material ERISA/pension plan events, certain change of control events, and other customary events of default, in each case subject to threshold, notice, and grace period provisions.

We may be subject to certain negative covenants, including either a fixed charge coverage ratio, total first lien net leverage ratio, or total net leverage ratio if certain conditions are met.

1 unchanged sentence

Revolving Credit Facility (2029)

The Revolving Credit Facility provides for revolving loans, same-day borrowings, and letters of credit pursuant to commitments in an aggregate principal amount of $ 750.0 , with a letter of credit sublimit of $ 80.0 .

The maturity date for revolving credit commitments is March 31, 2027, subject to a “springing” maturity date that is 90 days prior to the maturity date of (i) the term loans outstanding under the credit facility or (ii) the 4.50% Senior Secured Notes due 2026.

The Revolving Credit Facility carries a base interest rate at Term SOFR, plus a 0.1 % SOFR adjustment, plus 3.25 % per annum (or 2.75 % per annum, based on first lien leverage ratios) or Prime plus a margin of 2.25 % per annum, as applicable depending on the borrowing.

Our revolving credit facility provides for revolving loans, same-day borrowings, and letters of credit.

Proceeds of loans made under the revolving credit facility may be borrowed, repaid, and reborrowed prior to maturity.

In the January 2024 refinancing, we reduced our revolving credit facility from $ 750.0 to $ 700.0 (with a letter of credit sublimit of $ 77.0 ) and extended the maturity date from March 31, 2027 to January 31, 2029, subject to a “springing” maturity date that is 91 days prior to the maturity date of the Senior Secured Notes due 2026 and 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 dates.

All other terms related to the revolving credit facility were substantively unchanged.

The Revolving Credit Facility carries a base interest rate at Term SOFR, plus 3.25 % per annum (or 2.75 % per annum, based on first lien leverage ratios) or Prime plus a margin of 2.25 % per annum, as applicable depending on the borrowing.

The Revolving Credit Facility interest rate margins will decrease upon the achievement of certain first lien net leverage ratios (as the term is used in the Credit Agreement) and is subject to a commitment fee rate of 0.5 % per annum (or 0.375 % per annum, based on first lien leverage ratios) times the unutilized amount of total revolving commitments.

4 unchanged sentences

Term Loan Facility (2031)

We have a Term Loan Facility due in 2026, which was fully drawn at closing in October 2021.

During each of the years ended December 31, 2023 and 2022, we made prepayments of $ 300.0 towards the Term Loan Facility.

In the January 2024 refinancing, we made a prepayment of $ 47.4 on the existing term loans due in 2026 and then refinanced the remaining term loans with a new $ 2,150.0 tranche of term loans maturing in 2031.

The interest rate margin for the new term loan facility decreased from 300 to 275 basis points per annum in the case of loans bearing interest by reference to Term SOFR.

The term loans amortize in equal quarterly installments (the first installment was paid on June 28, 2024) equivalent to a rate of 1.00 % per annum, with the balance due at maturity.

Any optional prepayments are applied against the scheduled quarterly installments of principal in the direct order of maturity.

We paid the first and second quarterly installments and, during the fourth quarter of 2024, made prepayments of $ 140.0 .

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.

7 unchanged sentences

Shareholders' Equity

As of December 31, 2023, there were unlimited shares of ordinary stock authorized and 666.1 million shares issued and outstanding, with no par value.

We did not hold any shares as treasury shares as of December 31, 2023 and December 31, 2022.

Our ordinary shareholders are entitled to one vote per share.

MCPS Offering

In June 2021, we completed a public offering of 14.4 million of our 5.25 % Series A Mandatory Convertible Preferred Shares (“MCPS”), which included 1.9 million of our MCPS that the underwriters purchased pursuant to their option to purchase additional shares.

We received approximately $ 1,392.7 in net proceeds from the offering.

Dividends on our MCPS are payable, as and if declared by our Board of Directors, at an annual rate of 5.25 % of the liquidation preference of $ 100.00 per share.

We may pay declared dividends on March 1, 2024 and June 1, 2024 prior to the automatic conversion of these shares.

Each of our convertible preferred shares has a liquidation preference of $ 100.00 .

As of December 31, 2023, we accrued $ 6.4 of preferred share dividends within Accrued expenses and other current liabilities.

While the dividends on the MCPS are cumulative, they are not paid until declared by our Board of Directors.

If the dividends are not declared, they will continue to accumulate until paid, due to a backstop contained in the agreement (even if never declared).

On June 1, 2024, our MCPS will automatically convert into between 3.2052 and 3.8462 of our ordinary shares (respectively, the “Minimum Conversion Rate” and “Maximum Conversion Rate”), each subject to anti-dilution adjustments.

The number of our ordinary shares issuable on conversion of the convertible preferred shares will be determined based on an Average VWAP per ordinary share over the settlement period.

At any time prior to June 1, 2024, holders may elect to convert each convertible preferred share into ordinary shares at the Minimum Conversion Rate.

Holders of the preferred shares have the right to convert all or any portion of their shares at any time until the close of business on the mandatory conversion date.

The preferred shares are not redeemable at our election before the mandatory conversion date and the holders of the preferred shares do not have any voting rights.

Treasury Shares

CPA Global Acquisition Shares - During the year ended December 31, 2021, 5.8 million shares held in the Employee Benefit Trust (“EBT”), further described in Note 12 - Share-based Compensation , were sold at an average net price per share of $ 23.78 to fund the payment to the respective employees via payroll in the first quarter of 2022 as it relates to the first lock-up period and vesting date, which occurred on October 1, 2021.

Given the original share value of $ 30.99 as of the

Conversion of Preferred Shares into Ordinary Shares

On June 3, 2024, all 14.4 million outstanding shares of our 5.25 % Series A Mandatory Convertible Preferred Shares (“MCPS”) automatically converted into 55.3 million ordinary shares at a conversion rate of 3.8462 ordinary shares per MCPS share.

All accumulated preferred dividends were paid prior to the conversion.

Share Repurchase Program

In February 2022, our Board of Directors approved the purchase of up to $ 1,000.0 of our ordinary shares through open-market purchases, to be executed through December 31, 2023.

During the year ended December 31, 2022, we repurchased approximately 10.7 million ordinary shares for $ 175.0 at an average price of $ 16.33 per share.

All repurchased shares were subsequently retired at an average price of $ 15.61 per share and were restored as authorized but unissued ordinary shares.

In accordance with ASC Topic 505, Equity, we reduced our ordinary shares account by the carrying amount at the time of formal retirement and, due to the difference from the original repurchase share value, an associated loss of $( 7.7 ) was recognized in the Consolidated Statement of Changes in Equity.

In May 2023, our Board of Directors approved the extension of the share repurchase authorization, but reduced the authorization from $ 1,000.0 to $ 500.0 .

D uring the year ended December 31, 2023, we repurchased approximately 13.8 million ordinary shares for $ 100.0 at an average price of $ 7.22 per s hare and, during the year ended December 31, 2024, we repurchased approximately 34.4 million ordinary shares for $ 200.0 at an average price of $ 5.81 per share.

All repurchased shares were immediat ely retired and restored as authorized but unissued ordinary shares.

The authorization for this share repurchase program terminated on December 31, 2024.

In December 2024, our Board authorized a new 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.

CLARIVATE PLC

1 unchanged sentence

(In millions or as otherwise noted)

date of the acquisition, an associated loss was recognized within the Consolidated Statement of Changes in Equity in the amount of $( 41.6 ).

During the year ended December 31, 2022, the last remaining 0.5 million shares held in the EBT were sold at an average net price per share of $ 10.72 and an associated loss was recognized within the Consolidated Statement of Changes in Equity in the amount of $( 11.2 ).

Share Repurchase Program and Share Retirements - In February 2022, our Board of Directors approved the purchase of up to $ 1,000.0 of our ordinary shares through open-market purchases, to be executed through December 31, 2023.

During the year ended December 31, 2022, we repurchased 10.7 million ordinary shares at an average price per share of $ 16.33 with a total carrying value of $ 175.0 , all of which were subsequently retired at an average price at retirement of $ 15.61 and were restored as authorized but unissued ordinary shares.

Upon formal retirement and in accordance with ASC Topic 505, Equity , we reduced our ordinary shares account by the carrying amount of the treasury shares.

Additionally, given the differences of the original repurchase share value and the value at the time of formal retirements, an associated loss was recognized within the Consolidated Statement of Changes in Equity in the amount of $( 7.7 ).

In May 2023, our Board of Directors approved the extension of the share repurchase authorization through December 31, 2024, and reduced the authorization from $ 1,000.0 to $ 500.0 .

To enable the buybacks under the Board’s authorization, we obtained shareholder approval on July 27, 2023 to permit us to conduct open-market purchases of up to 100.0 million of our ordinary shares from time to time as approved by the Board of Directors at a minimum purchase price of $ 1 per share and maximum purchase price of $ 35 per share.

During the year ended December 31, 2023 , we repurchased 13.8 million ordinary shares for $ 100.0 at an average price of $ 7.22 per s hare.

The repurchased shares were immediately retired and restored as authorized but unissued ordinary shares.

As of December 31, 2023, we had $ 400.0 of availability remaining under the Board’s authorization program.

Accumulated Other Comprehensive Income (Loss) (“AOCI” or “AOCL”)

The tables below provide information about the changes in Accumulated Other Comprehensive Income (Loss) by component and the related amounts reclassified to net earnings during the periods indicated (net of tax):

The table below provides information about the changes in Accumulated Other Comprehensive Income (Loss) by component and the related amounts reclassified to net earnings during the periods indicated (net of tax).

The foreign currency translation adjustment component of AOCL represents the impact of translating foreign subsidiary asset and liability balances from their local currency to USD.

The change in each period below was primarily related to foreign subsidiaries whose local currency is GBP.

Interest rate swaps Defined benefit pension plans Foreign currency translation adjustment Accumulated Other Comprehensive Income (Loss)

2 unchanged sentences

Other comprehensive income (loss) before reclassifications 41.1 2.9 ( 1,032.5 ) ( 988.5 )

Reclassifications from AOCI to net earnings 2.9 — — 2.9

Reclassifications from AOCL to net earnings ( 4.1 ) — — ( 4.1 )

Net other comprehensive income (loss)

1 unchanged sentence

Balance as of December 31, 2022 $ 38.1 $ 1.5 $ ( 705.5 ) $ ( 665.9 )

$ 1.1 $ ( 1.4 ) $ 327.0 $ 326.7

Other comprehensive income (loss) before reclassifications 14.9 ( 1.1 ) 194.2 208.0

Reclassifications from AOCI to net earnings ( 4.1 ) — — ( 4.1 )

Reclassifications from AOCL to net earnings ( 36.8 ) — ( 0.6 ) ( 37.4 )

Net other comprehensive income (loss)

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Balance as of December 31, 2024 $ 10.7 $ ( 0.4 ) $ ( 536.6 ) $ ( 526.3 )

CPA Global Acquisition Shares

During the year ended December 31, 2022, the Employee Benefit Trust (“EBT”), established for the CPA Global Equity Plan, was terminated after the last remaining 0.5 million treasury shares held in the EBT were sold at an average price of $ 10.72 per share.

Due to the difference from the original value of $ 30.99 per share as of the CPA Global acquisition date in October 2020, an associated loss of $( 11.2 ) was recognized in the Consolidated Statement of Changes in Equity.

Private Placement Warrants

In connection with the acquisition of Churchill Capital Corp consummated on May 13, 2019, we had warrants outstanding for certain individuals to purchase an aggregate of 52.8 million ordinary shares with an exercise price of $ 11.50 per share, consisting of 34.5 million public warrants and 18.3 million private placement warrants.

As of December 31, 2023, there were 17.8 million unexercised private placement warrants, which expire in May 2024.

We account for the private placement warrants as a liability that is reported at fair value on the balance sheet on a recurring basis.

We determine the fair value of the warrants using a Black-Scholes option valuation model;

accordingly, the warrants are classified as Level 3 financial instruments within the fair value hierarchy and are subject to remeasurement at each

CLARIVATE PLC

Notes to the Consolidated Financial Statements

(In millions or as otherwise noted)

balance sheet date.

The total fair value of private placement warrants represented a liability balance of $ 5.1 and $ 21.0 as of December 31, 2023 and December 31, 2022, respectively, and was classified within Accrued expenses and other current liabilities and Other non-current liabilities, respectively, in the Consolidated Balance Sheets.

Any change in fair value is recognized as a fair value adjustment of warrants in the Consolidated Statements of Operations.

The following table summarizes the changes in the private placement warrants liability for the year ended December 31, 2023 and 2022:

Balance as of January 1 $ 21.0 $ 227.8

Fair value adjustment of warrants ( 15.9 ) ( 206.8 )

Exercise of Private Placement Warrants — —

Balance as of December 31 $ 5.1 $ 21.0

In May 2024, the remaining 17.8 million private placement warrants expired unexercised.

These warrants had an exercise price of $ 11.50 per share and were valued using a Black-Scholes option valuation model and classified as Level 3 financial instruments within the fair value hierarchy.

The warrants were subject to remeasurement at each balance sheet date and represented a liability balance of zero and $ 5.1 as of December 31, 2024 and December 31, 2023, respectively, classified within Accrued expenses and other current liabilities in the Consolidated Balance Sheets.

The change in fair value was recognized as a fair value adjustment of warrants in the Consolidated Statements of Operations.

Share-based Compensation

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As of December 31, 2024 and 2023, approximately 20.7 million and 26.8 million shares, respectively, of our ordinary shares were available for share-based awards.

CLARIVATE PLC

Notes to the Consolidated Financial Statements

(In millions or as otherwise noted)

Total share-based compensation expense for the years ended December 31, 2024, 2023, and 2022, comprised the following:

8 unchanged sentences

Provision (benefit) for income taxes $ ( 2.2 ) $ ( 8.7 ) $ ( 8.3 )

Stock Options

No stock option awards have been granted to plan participants since 2019.

Outstanding options were granted to plan participants at a price equal to the market price on the grant date, and their fair value was determined using a Black-Scholes model.

As of December 31, 2023 and 2022, there was no unrecognized compensation cost related to outstanding stock options.

A summary of stock option activity for the year ended December 31, 2023, is presented below:

Options Weighted

Average Exercise

Price per Share Weighted-Average

Contractual Life

(in years) Aggregate

Outstanding at December 31, 2022 3.7 $ 13.12 3.96 $ 1.2

Exercised ( 0.2 ) 7.08 — 0.5

Forfeited ( 0.4 ) 14.91 — —

Outstanding at December 31, 2023 3.1 $ 13.41 3.07 $ 1.4

Vested and exercisable at December 31, 2023 3.1 $ 13.41 3.07 $ 1.4

(1) Represents the difference between the closing price of our ordinary shares on December 31, 2023 and the exercise price, multiplied by the number of in-the-money stock options as of that date.

CLARIVATE PLC

Notes to the Consolidated Financial Statements

(In millions or as otherwise noted)

The total intrinsic value of stock options exercised during the years ended December 31, 2023, 2022, and 2021 was approximately $ 0.5 , $ 0.8 , and $ 43.4 , respectively.

Restricted Share Units (“RSUs”) and Performance Share Units (“PSUs”)

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Granted 9.1 6.89 2.6 7.77

Exercised/Vested ( 7.5 ) 13.18 ( 0.1 ) 13.21

Forfeited/Unexercised ( 1.5 ) 12.48 ( 0.8 ) 20.87

( 6.6 ) 12.10 ( 0.3 ) 15.15

( 1.0 ) 9.55 ( 1.1 ) 9.10

Outstanding at December 31, 2024 12.3 $ 8.27 4.0 $ 10.48

3 unchanged sentences

For the years ended December 31, 2024, 2023, and 2022, the fair value of RSUs vested was $ 45.3 , $ 62.4 , and $ 39.9 , respectively, and the fair value of PSUs vested was insignificant.

CPA Global Equity Plan

In connection with the CPA Global acquisition in October 2020, an EBT was established for the CPA Global Equity Plan.

Vesting for the awards was determined by reference to the respective lock-up period for the management and non-management participant groups.

Compensation expense associated with the awards was recorded in share-based compensation expense, with changes in fair value being recorded at the end of each reporting period.

The last remaining shares were sold and the EBT was terminated during the year ended December 31, 2022.

Compensation expense associated with this plan for the years ended December 31, 2022 and 2021, was $ 8.1 and $ 82.9 , respectively.

Restructuring and Other Impairments

Restructuring costs, including lease impairments

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:

• Segment Optimization Program - During the second quarter of 2023, we approved a restructuring plan to streamline operations within targeted areas of the Company to reduce operational costs, with the primary cost savings driver being from a reduction in workforce.

Stock Options

No stock option awards have been granted to plan participants since 2019.

Outstanding options were granted to plan participants at a price equal to the market price on the grant date, and their fair value was determined using a Black-Scholes model.

As of December 31, 2024 and 2023, there was no unrecognized compensation cost related to outstanding stock options.

As of December 31, 2024, we have 1.9 million options vested and exercisable at a weighted average exercise price per share of $ 12.60 with a weighted-average remaining contractual life of 3.4 years.

CLARIVATE PLC

1 unchanged sentence

(In millions or as otherwise noted)

• One Clarivate Program - During the second quarter of 2021, we approved a restructuring plan to streamline operations within targeted areas of the company to reduce operational costs, with the primary cost savings driver being from a reduction in workforce.

• ProQuest Acquisition Integration Program - During the fourth quarter of 2021, we approved a restructuring plan to streamline operations within targeted areas of the company to reduce operational costs, with the primary cost savings driver being from a reduction in workforce.

• Other Restructuring Programs - During 2020 and the fourth quarter of 2019, we engaged a strategic consulting firm to assist us in optimizing our structure and cost base, resulting in the implementation of several cost-saving and margin improvement programs designed to generate substantial incremental cash flows.

As of December 31, 2023, we expect to incur approximately $ 20 of additional restructuring costs associated with the Segment Optimization Program, which we expect to incur primarily within 2024.

We do not expect to incur any significant further costs associated with the other programs.

Restructuring and Other Impairments

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 a cost rationalization component.

We expect to incur approximately $ 30 of additional restructuring costs, primarily from a reduction in workforce, a majority of which we expect to incur in 2025.

• 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 now substantially complete.

• ProQuest Acquisition Integration - During the fourth quarter of 2021, 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.

• One Clarivate and other restructuring programs - During the second quarter of 2021, 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.

These programs are complete.

The following table summarizes the pre-tax charges by activity and program during the periods indicated:

2 unchanged sentences

Severance and related benefit costs:

Segment Optimization Program 13.4 — —

One Clarivate Program — 16.7 17.3

ProQuest Acquisition Integration Program 16.7 22.9 1.9

Other Restructuring Programs — ( 0.4 ) 38.1

Value Creation Plan

$ 0.5 $ — $ —

Segment Optimization

ProQuest Acquisition Integration

( 0.1 ) 16.7 22.9

One Clarivate and other restructuring programs

Total Severance and related benefit costs

20.3 30.1 39.2

Exit and disposal costs:

Value Creation Plan

Segment Optimization Program 0.3 — —

One Clarivate Program — — 2.7

ProQuest Acquisition Integration Program 0.2 2.2 —

Other Restructuring Programs — 1.0 8.4

ProQuest Acquisition Integration

One Clarivate and other restructuring programs

Total Exit and disposal costs

Lease abandonment costs:

Segment Optimization Program 3.7 — —

One Clarivate Program — — —

ProQuest Acquisition Integration Program — 24.3 —

Other Restructuring Programs ( 0.1 ) — 61.1

Value Creation Plan

Segment Optimization

( 1.1 ) 3.7 —

ProQuest Acquisition Integration

One Clarivate and other restructuring programs

Total Lease abandonment costs

( 1.1 ) 3.6 24.3

Restructuring costs

$ 19.6 $ 33.9 $ 66.7

The following table summarizes the pre-tax charges by program and segment during the periods indicated:

CLARIVATE PLC

1 unchanged sentence

(In millions or as otherwise noted)

The following table summarizes the pre-tax charges by program and segment during the periods indicated:

Year Ended December 31,

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Academia & Government:

One Clarivate Program — 9.3 7.0

ProQuest Acquisition Integration Program 9.1 26.5 0.7

Value Creation Plan

$ 0.1 $ — $ —

Segment Optimization 7.0 4.8 —

Other Restructuring Programs ( 0.1 ) 0.4 24.9

Total Academia & Government $ 13.8 $ 36.2 $ 32.6

ProQuest Acquisition Integration

( 0.1 ) 9.1 26.5

One Clarivate and other restructuring programs

— ( 0.1 ) 9.7

7.0 13.8 36.2

Intellectual Property:

One Clarivate Program — 4.4 9.1

ProQuest Acquisition Integration Program 4.6 15.3 0.8

Value Creation Plan

Segment Optimization 5.3 4.6 —

Other Restructuring Programs — 0.2 58.8

Total Intellectual Property $ 9.2 $ 19.9 $ 68.7

ProQuest Acquisition Integration

One Clarivate and other restructuring programs

Life Sciences & Healthcare:

One Clarivate Program — 3.0 3.9

ProQuest Acquisition Integration Program 3.2 7.6 0.4

Segment Optimization 6.8 7.7 —

Other Restructuring Programs — — 23.9

Total Life Sciences & Healthcare $ 10.9 $ 10.6 $ 28.2

ProQuest Acquisition Integration

One Clarivate and other restructuring programs

6.8 10.9 10.6

Restructuring costs

$ 19.6 $ 33.9 $ 66.7

The table below summarizes the activity related to the restructuring reserves across each of our cost-saving programs during the periods indicated:

Severance and Related Benefit Costs Exit, Disposal, and Abandonment Costs Total

The table below summarizes the changes in our restructuring reserves by activity during the periods indicated:

Severance and related benefit costs

Exit, disposal, and abandonment costs

Reserve balance as of December 31, 2022 $ 11.5 $ 0.1 $ 11.6

2 unchanged sentences

Noncash items ( 5.8 ) — ( 5.8 )

( 4.5 ) ( 24.6 ) ( 29.1 )

Reserve balance as of December 31, 2023 $ 5.9 $ 1.4 $ 7.3

3 unchanged sentences

Reserve balance as of December 31, 2024 $ 2.3 $ — $ 2.3

(1) For the year ended December 31, 2022, noncash items primarily represent non-cash adjustments related to operating and finance lease abandonments of $ 23.6 based on the estimate of future recoverable cash flows.

Other impairments

In the fourth quarter of 2023, we recorded a charge of approximately $ 6.1 related to the impairment of two equity investments, both of which are now fully impaired.

Provision (benefit) for income taxes analyzed by jurisdiction was as follows:

CLARIVATE PLC

1 unchanged sentence

(In millions or as otherwise noted)

The components of the Provision (benefit) for income taxes by jurisdiction were as follows:

Year Ended December 31,

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Provision (benefit) for income taxes $ 82.9 $ ( 101.3 ) $ ( 28.9 )

The components of Income (loss) before income tax are as follows:

The components of Income (loss) before income tax were as follows:

Year Ended December 31,

4 unchanged sentences

Income (loss) before income tax $ ( 553.8 ) $ ( 1,012.5 ) $ ( 3,989.1 )

A reconciliation of the statutory U.K.

income tax rate to the Company’s effective tax rate is as follows:

CLARIVATE PLC

Notes to the Consolidated Financial Statements

(In millions or as otherwise noted)

While we are a public limited company incorporated under the laws of Jersey, Channel Islands, we are a tax resident of the United Kingdom.

The following table presents a reconciliation between the statutory U.K.

income tax rate and our effective tax rate:

Year Ended December 31,

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BEAT ( 1.2 ) % ( 0.7 ) % ( 0.2 ) %

Tax rate modifications — % — % 17.4 %

Change in tax law

( 9.6 ) % — % — %

Valuation allowances

2 unchanged sentences

Other permanent differences ( 1.2 ) % ( 0.6 ) % — %

Non-deductible transaction costs — % — % ( 0.8 ) %

Withholding tax ( 0.7 ) % ( 0.5 ) % — %

4 unchanged sentences

Impairments ( 18.8 ) % ( 15.4 ) % ( 6.0 ) %

Tax exempt gain

( 1.1 ) % — % 1.3 %

1.8 % 0.6 % 0.1 %

Other ( 1.5 ) % ( 0.3 ) % 0.1 %

1 unchanged sentence

( 15.0 ) % 10.0 % 0.7 %

The income tax provision of $ 82.9 for the year ended December 31, 2024 was primarily driven by a $ 53.9 expense related to a new 15% corporate income tax enacted by a tax law change in Jersey, Channel Islands, a $ 10.2 expense to establish valuation allowances, and expenses from the mix of tax jurisdictions in which pre-tax profits and losses were recognized.

These were partially offset by benefits of $ 16.6 and $ 14.2 associated with the impairment of intangible assets and goodwill, respectively.

The income tax benefit of $ 101.3 for the year ended December 31, 2023 was driven by a $ 70.4 benefit recorded on the settlement of an open tax dispute (inclusive of indirect tax impacts, interest, and penalties), benefits of $ 33.0 and $ 22.7 associated with the impairment of intangible assets and goodwill, respectively, and a $ 21.2 benefit relating to the partial release of valuation allowances.

These primary components resulting in the overall income tax benefit were partially offset by expenses from the mix of tax jurisdictions in which pre-tax profits and losses were recognized.

CLARIVATE PLC

1 unchanged sentence

(In millions or as otherwise noted)

The primary components of the income tax benefit for the year ended December 31, 2023, is the recognition of $( 21.2 ) of net tax (benefit) due to release of valuation allowance recorded against certain U.S.

federal and state tax attributes.

This release of valuation allowance is netted against the overall increase in the valuation allowance due to current year losses in various jurisdictions reflected in the Deferred Tax Valuation Allowance table below.

In addition, we recognized a $( 70.4 ) net tax (benefit) on the settlement of an open tax dispute;

the tax benefit is inclusive of indirect tax impacts, interest, and penalties.

The primary component of the income tax benefit for the year ended December 31, 2022, is the recognition of $( 63.2 ) of net tax (benefit) due to the release of valuation allowance associated with an internal legal entity restructuring.

This release of valuation allowance is netted against the overall increase in the valuation allowance due to current year losses in various jurisdictions, inclusive of the impacts of impairments, reflected in the Deferred Tax Valuation Allowance table below.

The tax effects of the significant components of temporary differences giving rise to our deferred income tax assets and liabilities are as follows:

Deferred Tax Assets and Liabilities

The tax effects of the significant components of temporary differences giving rise to our deferred income tax assets and liabilities were as follows:

Accounts receivable $ 1.9 $ 3.6

17 unchanged sentences

Net deferred tax liabilities $ ( 224.8 ) $ ( 202.9 )

In the Consolidated Balance Sheets, deferred tax assets and liabilities are shown net if they are in the same jurisdiction.

The components of the net deferred tax liabilities as reported on the Consolidated Balance Sheets are as follows:

Deferred tax assets and liabilities are presented net in the Consolidated Balance Sheets if they are in the same jurisdiction.

The components of the net deferred tax liability, as reported in the Consolidated Balance Sheets, were as follows:

Deferred tax asset $ 48.5 $ 46.7

1 unchanged sentence

Net deferred tax liability $ ( 224.8 ) $ ( 202.9 )

Deferred Tax Assets and Liabilities

We are required to assess the realization of our deferred tax assets and the need for a valuation allowance.

2 unchanged sentences

During the years ended December 31, 2024 and 2023, the valuation allowance increased by $ 23.1 and $ 77.3 , respectively.

CLARIVATE PLC

Notes to the Consolidated Financial Statements

(In millions or as otherwise noted)

As of December 31, 2024, we had U.S.

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In general, we are not permanently reinvesting our foreign earnings offshore.

CLARIVATE PLC

Notes to the Consolidated Financial Statements

(In millions or as otherwise noted)

Deferred Tax Valuation Allowance

The following table shows the change in the deferred tax valuation as follows:

The following table summarizes the changes in our deferred tax valuation allowance:

2024 2023 2022

6 unchanged sentences

Change charged to goodwill

— ( 8.0 ) 82.8

Ending balance, December 31

1 unchanged sentence

Uncertain Tax Positions

Unrecognized tax benefits represent the difference between the tax benefits that we are able to recognize for financial reporting purposes and the tax benefits that have been recognized or expect to be recognized in filed tax returns.

The total amount of net unrecognized tax benefits that, if recognized, would impact our effective tax rate were $ 26.0 and $ 83.8 as of December 31, 2023 and 2022, respectively.

The total amount of net unrecognized tax benefits that, if recognized, would impact our effective tax rate was $ 30.8 and $ 26.0 as of December 31, 2024 and 2023, respectively.

We recognize accrued interest and penalties associated with uncertain tax positions as part of the tax provision.

1 unchanged sentence

Interest and penalties recognized for the years ended December 31, 2024, 2023, and 2022 were $ 0.7 , $( 23.2 ), and $ 3.0 .

We are unable to estimate the range of the reasonably possible changes to our uncertain tax positions within the next twelve months.

We estimate possible changes to our uncertain tax positions within the next twelve months to be approximately $ 1.2 .

We file income tax returns in the U.K., the U.S., and various other jurisdictions.

7 unchanged sentences

Increases for acquisitions (recorded against goodwill) — — 1.4

Increases for return to provisions — — 11.0

Decreases for tax positions taken in prior years ( 0.5 ) ( 54.1 ) ( 19.3 )

Decreases related to settlements with taxing authorities ( 6.2 ) — —

Decreases related to settlements with tax authorities

Decreases due to statute expirations ( 0.1 ) ( 0.2 ) ( 2.9 )

8 unchanged sentences

2024 2023 2022

Net income (loss) available to ordinary shareholders $ ( 911.2 ) $ ( 3,960.2 ) $ ( 270.5 )

Net income (loss)

$ ( 636.7 ) $ ( 911.2 ) $ ( 3,960.2 )

Dividends on preferred shares 31.3 75.4 75.4

Net income (loss) attributable to ordinary shares $ ( 668.0 ) $ ( 986.6 ) $ ( 4,035.6 )

Basic weighted-average number of ordinary shares outstanding 671.6 676.1 631.0

Weighted average shares, basic

693.6 671.6 676.1

Basic EPS $ ( 0.96 ) $ ( 1.47 ) $ ( 5.97 )

2 unchanged sentences

Net income (loss) attributable to ordinary shares, diluted $ ( 668.0 ) $ ( 986.6 ) $ ( 4,233.2 )

Shares used in computing net income (loss) attributable to per share to ordinary shareholders, basic 671.6 676.1 631.0

Weighted-average effect of potentially dilutive shares to purchase ordinary shares — 2.5 9.8

Diluted weighted-average number of ordinary shares outstanding 671.6 678.6 640.8

Weighted average shares, basic

693.6 671.6 676.1

Weighted average effect of potentially dilutive shares

Weighted average shares, diluted

693.6 671.6 678.6

Diluted EPS $ ( 0.96 ) $ ( 1.47 ) $ ( 6.24 )

Potential ordinary shares on a gross basis of 32.7 million, 11.0 million, and 9.6 million options, RSUs, PSUs, and Warrants were excluded from diluted EPS for the year ended December 31, 2023, 2022, and 2021, respectively, as their inclusion would have been anti-dilutive or their performance metric was not met.

Potential ordinary shares on a gross basis, related to share-based awards and private placement warrants were excluded from diluted EPS in each period presented as their inclusion would have been anti-dilutive.

Potential shares of 20.2 million, 32.7 million, and 11.0 million were excluded for the years ended December 31, 2024, 2023, and 2022, respectively.

For additional information, see Note 11 - Private Placement Warrants and Note 12 - Share-based Compensation .

The potential dilutive effect of our MCPS outstanding during the period was calculated using the if-converted method assuming the conversion as of the earliest period reported or at the date of issuance, if later.

The resulting weighted-average ordinary shares of 55.3 million related to our MCPS are not included in the dilutive weighted-average ordinary shares outstanding calculation for the year ended December 31, 2023, as their effect would be anti-dilutive.

For additional information about our MCPS, see Note 10 - Shareholders' Equity .

As a result of the MCPS conversion described in Note 10 - Shareholders' Equity , during the year ended December 31, 2024, the converted MCPS shares were included in basic EPS for the period subsequent to the conversion.

Prior to the conversion, the MCPS shares were evaluated for inclusion in diluted EPS using the if-converted method and, in each period presented, were excluded from diluted EPS as their inclusion would have been antidilutive.

Segment Information

Operating segments are components of an enterprise for which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance.

As discussed in Note 1 - Nature of Operations and Summary of Significant Accounting Policies , we have three reportable operating segments:

Academia & Government (“A&G”), Intellectual Property (“IP”), and Life Sciences & Healthcare (“LS&H”).

An overview of our segment structure, organized based on the products we offer and the markets they serve is as follows:

Helps customers educate the world by advancing research excellence and student success to accelerate real-world outcomes.

We help academic and government institutions advance knowledge to build a better world.

Within the A&G segment, we provide Research and Analytics, Content Aggregation, and Workflow Software solutions.

Enables organizations worldwide to unlock innovation, establish strong brands, and effectively protect critical IP assets through our trusted IP data, software, and expertise.

We help customers establish, protect, and manage their intellectual property.

Within the IP segment, we provide IP Maintenance, IP Intelligence, and IP Management solutions.

CLARIVATE PLC

Notes to the Consolidated Financial Statements

(In millions or as otherwise noted)

Empowers customers to deliver treatments that improve patient lives and create a healthier tomorrow.

Our intelligence solutions, transformative data, and technology equip our customers with the insight and foresight needed across all of their initiatives from early-stage drug discovery right through commercialization and beyond.

Within the LS&H segment, we provide Research and Development, Regulatory and Safety, and Commercialization solutions.

Our Chief Executive Officer is identified as the CODM, who evaluates performance based primarily on segment revenues and Adjusted EBITDA.

We use the same accounting policies for our segments as those described in Note 1 - Nature of Operations and Summary of Significant Accounting Policies .

For disaggregated revenues by type and by geographic region, see Note 3 - Revenues .

The CODM does not review assets by segment for the purpose of assessing performance or allocating resources.

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, MCPS dividend expense, unrealized foreign currency gains/losses, restructuring expenses, non-operating income and/or expense, the impact of certain non-cash fair value adjustments on financial instruments, legal settlements, impairments, and other items that are included in Net income (loss) for the period that we do not consider indicative of our ongoing operating performance.

Revenues by segment

The following table summarizes revenues by reportable segment for the periods indicated:

Year Ended December 31,

2023 2022 2021

As discussed in Note 1 - Nature of Operations and Summary of Significant Accounting Policies , we have organized our business into the following three reportable segments, based on the different products and services we offer and the markets we serve:

• Academia & Government.

Working with the scientific and academic community, we empower institutions and libraries to drive research excellence and student outcomes by connecting trusted content, deep expertise, and responsible innovation.

Our A&G segment is home to research, education, and library solutions, including Web of Science, ProQuest, Ex Libris, and Innovative.

• Intellectual Property.

Our comprehensive intellectual property data, software, and expertise helps companies drive innovation, law firms achieve practice excellence, and organizations worldwide effectively manage and protect critical IP assets.

Our IP segment is home to Derwent Innovation, CompuMark, Innography, IPfolio, FoundationIP, and other IP solutions.

• Life Sciences & Healthcare.

Total Revenues, net $ 2,628.8 $ 2,659.8 $ 1,876.9

Adjusted EBITDA by segment

The following table presents segment profitability and a reconciliation to Net income (loss) for the periods indicated:

Our connected data, deep expertise, and intelligence platforms empower life sciences and healthcare organizations with the contextual intelligence needed to deliver safe, effective, and commercially successful treatments and solutions to patients faster.

Our LS&H segment is home to comprehensive solutions used by pharma, biotech, and medtech companies, including Cortellis, Medtech, Market Access and Commercialization, and deep consulting expertise.

CLARIVATE PLC

1 unchanged sentence

(In millions or as otherwise noted)

Our chief operating decision maker (“CODM”) is our chief executive officer (“CEO”), who evaluates performance for our reportable segments based primarily on revenues and Adjusted EBITDA.

Our CEO uses these measures predominantly during the annual budgeting process and the quarterly forecast update and reporting process to identify and evaluate investment decisions that provide the best opportunities to accelerate revenue growth and provide incremental margin improvement.

Our CEO 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.

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.

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.

The following table summarizes reportable segment revenues, expenses, and profit and provides a reconciliation of total reportable segment Adjusted EBITDA to Net income (loss) for the periods indicated:

Year Ended December 31,

1 unchanged sentence

Academia & Government

$ 1,326.4 $ 1,323.3 $ 1,280.1

People-related costs

( 349.7 ) ( 352.8 ) ( 379.1 )

Royalties and other product costs

( 248.5 ) ( 247.7 ) ( 253.1 )

Technology costs

( 80.5 ) ( 75.6 ) ( 69.6 )

Outside service costs

( 39.9 ) ( 43.0 ) ( 46.2 )

( 44.0 ) ( 45.7 ) ( 46.6 )

A&G Adjusted EBITDA

$ 563.8 $ 558.5 $ 485.5

Intellectual Property

Revenues $ 811.4 $ 862.7 $ 927.1

People-related costs ( 283.3 ) ( 277.7 ) ( 272.8 )

Royalties and other product costs ( 76.1 ) ( 91.3 ) ( 113.5 )

Technology costs ( 46.3 ) ( 44.6 ) ( 43.0 )

Outside service costs ( 21.1 ) ( 22.7 ) ( 28.7 )

Other costs ( 26.1 ) ( 26.0 ) ( 26.1 )

IP Adjusted EBITDA

$ 358.5 $ 400.4 $ 443.0

Life Sciences & Healthcare

Total Adjusted EBITDA $ 1,117.2 $ 1,112.7 $ 800.4

Provision (benefit) for income taxes 101.3 28.9 ( 12.3 )

Revenues $ 418.9 $ 442.8 $ 452.6

People-related costs ( 190.8 ) ( 188.0 ) ( 170.0 )

Royalties and other product costs ( 37.6 ) ( 43.5 ) ( 42.5 )

Technology costs ( 27.1 ) ( 24.5 ) ( 21.6 )

Outside service costs ( 13.0 ) ( 14.4 ) ( 20.6 )

Other costs ( 12.3 ) ( 14.1 ) ( 13.7 )

LS&H Adjusted EBITDA

$ 138.1 $ 158.3 $ 184.2

CLARIVATE PLC

Notes to the Consolidated Financial Statements

(In millions or as otherwise noted)

Total Reportable Segments

Revenues $ 2,556.7 $ 2,628.8 $ 2,659.8

People-related costs ( 823.8 ) ( 818.5 ) ( 821.9 )

Royalties and other product costs ( 362.2 ) ( 382.5 ) ( 409.1 )

Technology costs ( 153.9 ) ( 144.7 ) ( 134.2 )

Outside service costs ( 74.0 ) ( 80.1 ) ( 95.5 )

Other costs ( 82.4 ) ( 85.8 ) ( 86.4 )

Total Reportable Segments Adjusted EBITDA $ 1,060.4 $ 1,117.2 $ 1,112.7

Reconciliation to net income (loss)

Benefit (provision) for income taxes ( 82.9 ) 101.3 28.9

Depreciation and amortization ( 727.0 ) ( 708.3 ) ( 710.5 )

Interest expense, net ( 283.4 ) ( 293.7 ) ( 270.3 )

Fair value adjustment of warrants

15.9 206.8 81.3

Transaction related costs (1)

( 8.2 ) ( 14.2 ) ( 46.2 )

Share-based compensation expense ( 60.6 ) ( 108.9 ) ( 102.2 )

Gain on sale from divestitures

Restructuring and other impairments

( 40.0 ) ( 66.7 ) ( 129.5 )

Goodwill and intangible asset impairments ( 540.7 ) ( 979.9 ) ( 4,449.1 )

Restructuring and lease impairments ( 19.6 ) ( 40.0 ) ( 66.7 )

Fair value adjustment of warrants 5.2 15.9 206.8

Transaction related costs ( 17.9 ) ( 8.2 ) ( 14.2 )

29.8 ( 6.6 ) 304.4

Net income (loss) $ ( 636.7 ) $ ( 911.2 ) $ ( 3,960.2 )

Dividends on preferred shares ( 75.4 ) ( 75.4 ) ( 41.5 )

Net income (loss) attributable to ordinary shares $ ( 986.6 ) $ ( 4,035.6 ) $ ( 312.0 )

(1) Includes costs incurred to complete business combination transactions, including acquisitions, dispositions, and capital market activities and include advisory, legal, and other professional and consulting costs.

2021 also includes the mark-to-market adjustment gains on the contingent stock consideration associated with the CPA Global and DRG acquisitions.

(2) Primarily reflects 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.

2023 also includes a $ 49.4 gain on legal settlement (for further information, see Note 17 - Commitments and Contingencies).

Assets by Geography

The following table summarizes our assets by geography, which is based on operations and physical location:

(1) Includes the net impact of unrealized foreign currency gains and losses and other items that do not reflect our ongoing operating performance.

This amount includes a net gain on sale of $ 54.7 from divestitures in 2024, a gain of $ 49.4 related to a legal settlement in 2023, and a gain on sale of $ 278.5 from a divestiture in 2022.

See Note 2 - Acquisitions and Divestitures and Note 17 - Commitments and Contingencies for further details.

Long-Lived Assets by Geography

The following table summarizes our long-lived assets by geography, based on physical location.

Long-lived assets consists of Property and equipment, net and Operating lease right-of-use assets and excludes Goodwill, Other intangible assets, net, Deferred income taxes, and Other assets.

Year Ended December 31,

Americas $ 8,372.2 $ 6,306.1

$ 35.0 $ 41.0

APAC 348.6 537.6

Total Assets $ 12,706.8 $ 13,954.6

Total long-lived assets $ 107.1 $ 106.8

Commitments and Contingencies

5 unchanged sentences

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.

CLARIVATE PLC

1 unchanged sentence

(In millions or as otherwise noted)

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.

During the year ended December 31, 2023 , we reached settlement related to a large legal claim, which was covered by insurance.

11 unchanged sentences

In a separate but related litigation, on June 7, 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 on August 19, 2022, and filed its preliminary objections to the state court complaint on October 21, 2022, which remains pending.

The Company moved to stay this proceeding on August 19, 2022, and filed its preliminary objections to the state court complaint on October 21, 2022.

After granting a partial stay on January 4, 2023, the court denied a further stay of the proceedings on April 17, 2023.

On April 24, 2024, the court sustained the Company’s preliminary objections, but permitted plaintiff leave to file an amended complaint, which plaintiff filed on May 28, 2024.

On August 29, 2024, plaintiff filed a second amended complaint, to which the Company filed preliminary objections on September 30, 2024.

Clarivate does not believe that the claims alleged in the complaints 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.

Related Party Transactions

Certain of our directors are affiliated with customers and a vendor of ours.

During the years ended December 31, 2023, 2022, and 2021, we recognized revenues of $ 1.4 , $ 2.4 and $ 1.0 , respectively, related to these customers, and incurred expenses of $ 4.9 , $ 4.5 , and $ 0.0 , respectively, related to the vendor.

We had $ 0.3 and $ 0.2 of total receivables outstanding and had no payables outstanding related to these customers and vendor as of December 31, 2023 and 2022, respectively.

On May 15, 2021, we entered into an agreement with Capri Acquisition Topco Limited (“Capri”) and Solaro ExchangeCo Limited (“NewCo”), and for certain limited purposes, Leonard Green & Partners, L.P.

Capri and NewCo are controlled by LGP and held our ordinary shares beneficially owned by LGP and certain other existing shareholders.

Under the agreement, Capri contributed 177.2 million of its Clarivate ordinary shares to NewCo.

We then acquired NewCo in exchange for the issuance of the same number of Clarivate ordinary shares to Capri.

This transaction did not involve any change in beneficial ownership of our ordinary shares and the issuance of the new ordinary shares to Capri were exempt from the registration requirements of the Securities Act under Section 4(a)(2) thereof.

Pursuant to authority granted to us by shareholders at the 2021 Annual General Meeting, following the acquisition of Newco, we purchased the ordinary shares held by Newco for a nominal price and then canceled such shares.

This was a non-cash financing transaction that had a net immaterial impact on the Consolidated Financial Statements.

On December 1, 2021, we acquired ProQuest from CIG, Atairos, and certain other equity holders.

As part of the acquisition, we assumed a finance lease in which CIG is the lessor.

For the year ended December 31, 2023, $ 2.1 of interest expense and $ 0.5 of amortization associated with the finance lease asset is reflected in the Consolidated Statements of Operations.

As of December 31, 2023, the finance lease asset was $ 8.0 and is included within Property and equipment, net (see Note 5 - Property and Equipment, Net ) and the corresponding lease liability was $ 30.3 and is treated as an item of indebtedness within the Consolidated Balance Sheets (see Note 9 - Debt ).

CLARIVATE PLC

Notes to the Consolidated Financial Statements

(In millions or as otherwise noted)

Subsequent Events

In January 2024, we refinanced our existing Term Loan Facility and extended the maturity date of our Revolving Credit Facility.

We refinanced all of our existing term loans with a new $ 2,150 tranche of term loans maturing in 2031, with an interest rate margin of 275 basis points per annum in the case of loans bearing interest by reference to term SOFR.

The new term loan facility effectively extended the maturity of our existing term loans by approximately 5 years.

The new term loans amortize in equal quarterly installments equivalent to 1.00 % per annum, with the balance due at maturity.

Concurrently, we refinanced our Revolving Credit Facility with a replacement $ 700 million facility, which effectively extends the maturity of the revolving credit facility from 2027 to 2029.

The strategic refinancing provides improved financial flexibility, including extending our debt maturities and lowering our annual cash interest costs.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data