Earnings release
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CLARIVATE REPORTS THIRD QUARTER 2026RESULTS, DELIVERING CLEAR PATH TO VALUECREATION Company Release - 11/3/2026 6:00 AM ET — Improved recurring organic revenue growth driven by portfolio transformation and AI-led innovation — — Updates 2026 financial outlook following the divestiture of Life Sciences & Healthcaresegment — LONDON, Nov. 3, 2026 /PRNewswire/ -- Clarivate Plc (NYSE: CLVT) (the "Company" or"Clarivate"), a leading global provider of transformative intelligence, today reported resultsfor the third quarter ended September 30, 2026. Executive Commentary Matti Shem Tov, Chief Executive Officer: "Third quarter results continued to improve across key metrics, including organic recurringrevenue growth and the return to positive ACV growth in the Intellectual Property segment.We also achieved a major milestone with the early close of the Life Sciences & Healthcaresegment divestiture, positioning us for enhanced value creation in our two market-leadingsegments, Academia & Government and Intellectual Property. The growing commercialtraction and customer validation from our AI-led innovation within A&G and IP give usconfidence in our ability to deliver on our commitments of accelerating sustained organicgrowth, expanding free cash flow and reducing leverage." Michael Easton, Executive Vice President and Chief Financial Officer: "We are seeing the benefits of disciplined execution across the business, with improvinggrowth trends, strong margins and continued free cash flow generation. Our focus remainson translating organic growth into sustainable earnings and free cash flow, whilemaintaining a disciplined approach to capital allocation. Looking ahead, we are wellpositioned to further strengthen our financial profile and enhance our financial flexibility." Third Quarter 2026 Results Total revenues were $567.9 million, including the Life Sciences & Healthcare segment("LS&H"), which was divested on October 6, 2026, compared to total revenues of $623.1million for the third quarter of 2025, primarily due to inorganic disposals. ExcludingLS&H, which is now presented as discontinued operations, total revenues were $481.6million, compared to total revenues of $530.3 million for the third quarter of 2025,primarily due to inorganic disposals.
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Organic revenues for continuing operations increased 0.4% as organic subscription growthof 1.5% and organic re-occurring growth of 0.7% was partially offset by lower organictransactional revenues. Organic ACV for continuing operations grew 1.8% compared to September 30, 2025,reflecting continued progress toward a more sustainable, subscription-led revenue base. Net loss, including LS&H, was $80.8 million, or $0.13 per diluted share, compared to a netloss of $28.3 million, or $0.04 per diluted share, for the third quarter of 2025, driven by a$62.2 million non-cash LS&H goodwill impairment charge. Adjusted net income, includingLS&H, was $136.0 million, or $0.21 per diluted share, compared to $119.3 million, or$0.18 per diluted share, for the third quarter of 2025. Adjusted EBITDA, including LS&H,was $245.3 million, compared to Adjusted EBITDA of $252.4 million for the third quarterof 2025. First Nine Months 2026 Results Total revenues were $1,740.7 million, including the LS&H segment, compared to totalrevenues of $1,838.2 million, primarily due to inorganic disposals. Excluding the LS&Hsegment, which is now presented as discontinued operations, total revenues were $1,472.4million, compared to total revenues of $1,546.7 million for the first nine months of 2025,primarily due to inorganic disposals. Organic revenues for continuing operations increased 0.1%, as a 0.9% increase in organicrecurring revenues (subscription and re-occurring) was offset by lower organictransactional revenues. Net loss, including LS&H, was $389.6 million, or $0.61 per diluted share, compared to anet loss of $204.2 million, or $0.30 per diluted share, for the first nine months of 2025,driven by a $283.9 million non-cash LS&H goodwill impairment charge. Adjusted netincome, including LS&H, was $378.4 million, or $0.59 per diluted share, compared to$338.4 million, or $0.49 per diluted share, for the first nine months of 2025. AdjustedEBITDA, including LS&H, was $733.7 million, compared to Adjusted EBITDA of $747.2million for the first nine months of 2025. Clarivate, including LS&H, generated $399.0 million of operating cash flow and $233.1million of free cash flow during the first nine months of 2026. Selected Financial Information (In millions, except percentages and per share data), (unaudited) Three Months Ended September 30, Change Nine Months Ended September 30, Change 2026 2025 $ % 2026 2025 $ % Revenues, including discontinued operations $ 567.9 $ 623.1 $ (55.2) (8.9) % $ 1,740.7 $ 1,838.2 $ (97.5) (5.3) %
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Revenues, continuing operations $ 481.6 $ 530.3 $ (48.7) (9.2) % $ 1,472.4 $ 1,546.7 $ (74.3) (4.8) % Net income (loss) $ (80.8) $ (28.3) $ (52.5) N/M $ (389.6) $ (204.2) $ (185.4) N/M Adjusted net income $ 136.0 $ 119.3 $ 16.7 14.0 % $ 378.4 $ 338.4 $ 40.0 11.8 % Adjusted EBITDA, including discontinued operations $ 245.3 $ 252.4 $ (7.1) (2.8) % $ 733.7 $ 747.2 $ (13.5) (1.8) % Adjusted EBITDA, continuing operations $ 218.2 $ 222.2 $ (4.0) (1.8) % $ 645.6 $ 645.7 $ (0.1) – % Diluted EPS, continuing operations $ (0.04) $ (0.04) $ 0.00 – % $ (0.19) $ (0.31) $ 0.12 (38.7) % Diluted EPS, discontinued operations $ (0.09) $ 0.00 $ (0.09) N/M $ (0.42) $ 0.01 $ (0.43) N/M Diluted EPS, including discontinued operations $ (0.13) $ (0.04) $ (0.09) N/M $ (0.61) $ (0.30) $ (0.31) N/M Adjusted diluted EPS $ 0.21 $ 0.18 $ 0.03 16.7 % $ 0.59 $ 0.49 $ 0.10 20.4 % Net cash provided by operating activities $ 165.6 $ 181.1 $ (15.5) (8.6) % $ 399.0 $ 468.6 $ (69.6) (14.9) % Free cash flow $ 110.2 $ 115.5 $ (5.3) (4.6) % $ 233.1 $ 276.1 $ (43.0) (15.6) % Third Quarter 2026 Continuing Operations Commentary Subscription revenues increased $2.4 million, or 0.7%, to $338.3 million. Organicsubscription revenues increased 1.5%, primarily due to new sales and pricing actions. Re-occurring revenues increased $0.5 million, or 0.5%, to $105.8 million. Organic re-occurring revenues increased 0.7%, primarily due to higher IP volumes. Recurring revenues, which consist of subscription and re-occurring revenues, increased1.3% organically, or $5.7 million. Transactional revenues decreased $51.6 million to $37.5 million, primarily due to productgroup wind-downs within A&G. On an organic basis, the decline was 12.4%, or $3.9million, primarily due to lower activity across both segments, driven in part by customermigration to higher margin subscription products as we focus on our recurring revenues. Balance Sheet and Cash Flow As of September 30, 2026, cash and cash equivalents of $257.0 million decreased $72.2million compared to December 31, 2025. Total debt outstanding was $4,176.1 million as of September 30, 2026, a decrease of $293.8million compared to the prior year, driven by a $100.0 million accelerated debt repaymentin January 2026 resulting in the full redemption of the senior secured notes due November (1) (1) (1) (1) (1)
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2026, as well as the retirement of $192.6 million aggregate principal of the senior securednotes due 2028 and senior notes due 2029 through a series of debt repurchases at anapproximate 5% discount to par. Net cash provided by operating activities including discontinued operations for the firstnine months of 2026 was $399.0 million compared to $468.6 million in the prior yearperiod. Free cash flow including discontinued operations for the first nine months of 2026was $233.1 million compared to $276.1 million in the prior year period. On October 6, 2026 the company completed the sale of the LS&H segment for net cashproceeds of $488.4 million. Updates 2026 outlook excluding discontinued operations (forward-looking statement) The full year 2026 outlook presented below assumes no further acquisitions, divestitures, orunanticipated events. The Q4 2026 outlook presented below is provided in connection withthe completion of the LS&H divestiture and also assumes no further acquisitions,divestitures, or unanticipated events. Full Year 2026 Outlook Q4 2026 Outlook ACV Organic Growth 1.75% to 2.25% 1.75% to 2.25% Recurring Organic Revenue Growth 1.00% to 1.50% 2.00% to 2.50% Revenues $1.965B to $1.985B $490M to $510M Adjusted EBITDA $0.865B to $0.885B $215M to $235M Adjusted EBITDA Margin 43.0% to 45.0% 44.0% to 46.0% Adjusted Diluted EPS $0.73 to $0.77 $0.14 to $0.18 Free Cash Flow $320M to $340M $85M to $105M Notes to press release (1) Non-GAAP measure. Please see "Reconciliations to Certain Non-GAAP Measures" in this release for important disclosures and reconciliations of these financial measures to the most directly comparable GAAP measure. These terms are defined elsewhere in this press release. (2) Adjusted diluted EPS for the full year and Q4 2026 outlooks are calculated based on approximately 646 million fully diluted adjusted weighted average ordinary shares outstanding. The full year 2026 outlook includes results from discontinued operations for the nine months ended September 30, 2026 and excludes results from discontinued operations for the three months ended December 31, 2026. (1) (1) (1)(2) (1)(3)
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(3) Free cash flow includes results from discontinued operations for the nine months ended September 30, 2026 and excludes results from discontinued operations for the three months ended December 31, 2026. Conference Call and Webcast Clarivate will host a conference call and webcast today to review the results for the thirdquarter at 8:30 a.m. Eastern Time. The webcast is open to all interested parties and mayinclude forward-looking information. The live webcast of the earnings call will be accessible through the investor relationssection of the Company's website. To join the webcast please visithttps://events.q4inc.com/attendee/388781202. Interested parties may access the live audio broadcast. U.S. participants may call 833-461-5787; international participants may call +1 585-542-9983 (long-distance charges willapply). The conference ID number is 388 781 202. A replay of the webcast will also be available on https://ir.clarivate.com beginning twohours after the conclusion of the live call and will remain available for one year. Use of Non-GAAP Financial Measures This release contains financial measures that have not been prepared in accordance withU.S. generally accepted accounting principles ("GAAP"), including Adjusted EBITDA,Adjusted EBITDA margin, Adjusted net income, Adjusted diluted EPS, and Free cash flow.Non-GAAP financial measures are not recognized terms under GAAP, are not measures offinancial condition or liquidity, and should not be considered as an alternative to profit orloss for the period determined in accordance with GAAP or operating cash flowsdetermined in accordance with GAAP. As a result, you should not consider such measuresin isolation from, or as a substitute for, financial measures or results of operationscalculated or determined in accordance with GAAP. We use non-GAAP measures internally in our operational and financial decision-making, toassess the operating performance of our business, to assess performance for employeecompensation purposes, and to decide how to allocate resources. We believe that suchmeasures allow us to focus on what we deem to be more reliable indicators of ongoingoperating performance and our ability to generate cash flow from operations, and we alsobelieve that investors may find these non-GAAP financial measures useful for the samereasons. Non-GAAP measures are frequently used by securities analysts, investors, andother interested parties in their evaluation of companies comparable to us, many of whichpresent non-GAAP measures when reporting their results. Further, these measures can beuseful in evaluating our performance against our peer companies because we believe theyprovide users with valuable insight into key components of our GAAP financial disclosure.
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However, non-GAAP measures have limitations as analytical tools and because not allcompanies use identical calculations, our presentation of non-GAAP financial measuresmay not be comparable to other similarly titled measures of other companies. Definitions and reconciliations of non-GAAP measures to the most directly comparableGAAP measures are provided within the schedules attached to this release. Ourpresentation of non-GAAP measures should not be construed as an inference that our futureresults will be unaffected by any of the adjusted items, or that any projections and estimateswill be realized in their entirety or at all. Forward-Looking Statements This release includes statements that express our opinions, expectations, beliefs, plans,objectives, assumptions, or projections regarding future events or future results andtherefore are, or may be deemed to be, "forward-looking statements" within the meaning ofthe "safe harbor provisions" of the Private Securities Litigation Reform Act of 1995. Theseforward-looking statements include all matters that are not historical facts, includingstatements relating to our intentions, beliefs, or current expectations concerning, amongother things, any future strategic transactions we may explore, the anticipated use ofproceeds from the divestiture of our Life Sciences & Healthcare business, and any relatedcost savings or other benefits, our results of operations, financial condition, liquidity, capitalallocation plans and share repurchases, foreign exchange impacts, our prospects, growth,strategies and shareholder value, the markets in which we operate, our financial guidancefor the fiscal year 2026 and key drivers thereof and underlying assumptions, the impact oranticipated benefits of our Value Creation Plan and other growth strategies, the globalmacroeconomic uncertainty and volatility, the impact of artificial intelligence ("AI") on ourbusiness and strategy, and the timing of any of the foregoing. These forward-lookingstatements can generally be identified by the use of forward-looking terminology, includingthe terms "believes," "estimates," "anticipates," "expects," "seeks," "projects," "intends,""plans," "may," "will," or "should" or, in each case, their negative or other variations orcomparable terminology. Such forward-looking statements are based on available currentmarket material and management's expectations, beliefs, and forecasts concerning futureevents impacting us. These forward-looking statements involve a number of risks anduncertainties (some of which are beyond our control) or other assumptions that may causeactual results or performance to be materially different from those expressed or implied bythese forward-looking statements. These risks and uncertainties include, but are not limitedto, those factors described in Item 1A. Risk Factors in our annual report on Form 10-K,along with our other filings with the U.S. Securities and Exchange Commission ("SEC").There can be no assurance that future developments affecting us will be those that we haveanticipated. Should one or more of these risks or uncertainties materialize, or should any ofthe assumptions prove incorrect, actual results may vary in material respects from thoseprojected in these forward-looking statements. We do not undertake any obligation toupdate or revise any forward-looking statements, whether as a result of new information,
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future events, or otherwise, except as may be required under applicable securities laws.Please consult our public filings with the SEC, which are also available on our website atwww.clarivate.com. About Clarivate Clarivate is a leading global provider of transformative intelligence. We offer enriched data,insights & analytics, workflow solutions and expert services in the areas of Academia &Government and Intellectual Property. For more information, please visitwww.clarivate.com. Condensed Consolidated Balance Sheets – Unaudited (In millions) September 30, 2026 December 31, 2025 ASSETS Current assets: Cash and cash equivalents, including restricted cash $ 257.0 $ 329.2 Accounts receivable, net 747.4 696.8 Prepaid expenses 95.7 79.2 Other current assets 61.6 62.0 Current assets held for sale 70.6 142.8 Total current assets 1,232.3 1,310.0 Property and equipment, net 44.6 52.0 Other intangible assets, net 7,155.5 7,515.9 Goodwill 1,088.8 1,088.9 Other non-current assets 109.3 59.9 Deferred income taxes 19.4 16.1 Operating lease right-of-use assets 38.7 45.4 Non-current assets held for sale 679.7 981.2 Total assets $ 10,368.3 $ 11,069.4 LIABILITIES AND SHAREHOLDERS' EQUITY
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Current liabilities: Accounts payable $ 117.2 $ 138.8 Accrued compensation 87.3 114.6 Accrued expenses and other current liabilities 276.3 260.0 Current portion of deferred revenues 761.3 737.4 Current portion of operating lease liability 16.3 17.8 Current portion of long-term debt 1.6 101.5 Current liabilities held for sale 144.5 198.7 Total current liabilities 1,404.5 1,568.8 Long-term debt 4,136.8 4,321.5 Other non-current liabilities 72.6 81.1 Deferred income taxes 195.0 201.8 Operating lease liabilities 29.2 37.3 Non-current liabilities held for sale 15.8 16.0 Total liabilities 5,853.9 6,226.5 Commitments and contingencies Shareholders' equity: Ordinary Shares, no par value; unlimited shares authorized; 639.9 and 640.7 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively 12,825.8 12,810.6 Accumulated other comprehensive loss (407.2) (453.1) Accumulated deficit (7,904.2) (7,514.6) Total shareholders' equity 4,514.4 4,842.9 Total liabilities and shareholders' equity $ 10,368.3 $ 11,069.4 Condensed Consolidated Statements of Operations – Unaudited
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Three Months Ended September 30, Nine Months Ended September 30, (In millions, except per share data) 2026 2025 2026 2025 Revenues $ 481.6 $ 530.3 $ 1,472.4 $ 1,546.7 Operating expenses: Cost of revenues 139.0 178.5 442.4 511.3 Selling, general and administrative costs 134.6 145.7 447.3 453.2 Depreciation and amortization 162.3 168.6 484.7 499.2 Restructuring costs 4.5 7.9 24.9 34.3 Other operating expense (income), net 1.1 (16.3) (8.4) 33.6 Total operating expenses 441.5 484.4 1,390.9 1,531.6 Operating income (loss) 40.1 45.9 81.5 15.1 Interest expense, net 61.0 68.5 180.4 199.4 Income (loss) from continuing operations before income taxes (20.9) (22.6) (98.9) (184.3) Provision (benefit) for income taxes 5.5 2.3 23.4 29.0 Income (loss) from continuing operations, net of taxes (26.4) (24.9) (122.3) (213.3) Income (loss) from discontinued operations, net of taxes (54.4) (3.4) (267.3) 9.1 Net income (loss) $ (80.8) $ (28.3) $ (389.6) $ (204.2) Basic earnings (loss) per share: Continuing operations $ (0.04) $ (0.04) $ (0.19) $ (0.31) Discontinued operations (0.09) – (0.42) 0.01 Basic earnings (loss) per share $ (0.13) $ (0.04) $ (0.61) $ (0.30) Diluted earnings (loss) per share: Continuing operations $ (0.04) $ (0.04) $ (0.19) $ (0.31) Discontinued operations (0.09) – (0.42) 0.01
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Diluted earnings (loss) per share $ (0.13) $ (0.04) $ (0.61) $ (0.30) Weighted average shares used to compute earnings per share: Basic 639.7 668.3 639.9 679.7 Diluted 639.7 668.3 639.9 679.7 Condensed Consolidated Statements of Cash Flows – Unaudited Nine Months Ended September 30, (In millions) 2026 2025 Cash Flows From Operating Activities Net income (loss) $ (389.6) $ (204.2) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 532.0 568.1 Share-based compensation 40.2 45.4 Goodwill and intangible asset impairments 283.9 – Loss on classification as held for sale 10.1 – Deferred income taxes (9.8) (11.6) Amortization and write-off of debt issuance costs 9.9 11.3 Other operating activities (16.5) 29.9 Changes in operating assets and liabilities: Accounts receivable 19.3 6.2 Prepaid expenses (14.9) (7.2) Other assets (7.0) 0.5 Accounts payable (26.9) 11.7 Accrued expenses and other current liabilities (20.6) 27.3
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Deferred revenues (7.4) (8.3) Operating leases, net (2.6) (4.3) Other liabilities (1.1) 3.8 Net cash provided by operating activities 399.0 468.6 Cash Flows From Investing Activities Capital expenditures (165.9) (192.5) Net cash used for investing activities (165.9) (192.5) Cash Flows From Financing Activities Principal payments on debt (284.2) (600.0) Proceeds from issuance of debt – 500.0 Payment of debt issuance and extinguishment costs – (9.5) Repurchases of ordinary shares (18.1) (149.5) Payments related to tax withholding for share-based compensation (6.8) (9.6) Other financing activities 4.1 3.4 Net cash used for financing activities (305.0) (265.2) Effects of exchange rates (0.3) 12.6 Net change in cash and cash equivalents, including restricted cash (72.2) 23.5 Cash and cash equivalents, including restricted cash, beginning of period 329.2 295.2 Cash and cash equivalents, including restricted cash, end of period $ 257.0 $ 318.7 Supplemental Revenues Information Annualized contract value ("ACV"), at any point in time, represents the annualized value ofall active customer subscription-based license agreements for the next 12 months, assumingthose coming up for renewal during the measurement period are renewed at their currentprice level. Our organic ACV grew 1.8% compared to September 30, 2025, primarilydriven by improved product pricing. Our total ACV for September 30, 2026, compared toSeptember 30, 2025, increased 3.6%, primarily due to improved product pricing and FXmovements.
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The following tables present our revenues by type and segment, as well as the componentsdriving the changes between periods. Revenues by transaction type (In millions, except percentages); (unaudited) Three Months Ended September 30, Change % of Change 2026 2025 $ % AcquisitionsDisposals FX Organic Subscription $ 338.3 $ 335.9 $ 2.4 0.7 % — % (0.1) %(0.7) % 1.5 % Re-occurring 105.8 105.3 0.5 0.5 % — % — %(0.2) % 0.7 % Recurring revenues 444.1 441.2 2.9 0.7 % — % (0.1) %(0.5) % 1.3 % Transactional 37.5 89.1 (51.6) (57.9) % — % (45.3) %(0.2) %(12.4) % Revenues $ 481.6 $ 530.3 $ (48.7) (9.2) % — % (9.1) %(0.5) % 0.4 % (In millions, except percentages); (unaudited) Nine Months Ended September 30, Change % of Change 2026 2025 $ % AcquisitionsDisposals FX Organic Subscription $ 1,004.7 $ 989.4 $ 15.3 1.5 % — % (0.2) %0.4 % 1.3 % Re-occurring 323.7 320.1 3.6 1.1 % — % (0.1) %1.5 % (0.3) % Recurring revenues 1,328.4 1,309.5 18.9 1.4 % — % (0.2) %0.7 % 0.9 % Transactional 144.0 237.2 (93.2) (39.3) % — % (30.1) %0.4 % (9.6) % Revenues $ 1,472.4 $ 1,546.7 $ (74.3) (4.8) % — % (5.5) %0.6 % 0.1 % Revenues by segment
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(In millions, except percentages); (unaudited) Three Months Ended September 30, Change % of Change 2026 2025 $ % AcquisitionsDisposals FX Organic Academia & Government $ 286.9 $ 332.5 $ (45.6) (13.7) % — % (14.1) %(0.5) % 0.9 % Intellectual Property 194.7 197.8 (3.1) (1.6) % — % (0.6) %(0.6) % (0.4) % Revenues $ 481.6 $ 530.3 $ (48.7) (9.2) % — % (9.1) %(0.5) % 0.4 % (In millions, except percentages); (unaudited) Nine Months Ended September 30, Change % of Change 2026 2025 $ % AcquisitionsDisposals FX Organic Academia & Government $ 882.2 $ 953.7 $ (71.5) (7.5) % — % (8.9) %0.3 % 1.1 % Intellectual Property 590.2 593.0 (2.8) (0.5) % — % (0.3) %1.1 % (1.3) % Revenues $ 1,472.4 $ 1,546.7 $ (74.3) (4.8) % — % (5.5) %0.6 % 0.1 % Reconciliations to Certain Non-GAAP Measures Adjusted EBITDA and Adjusted EBITDA margin Adjusted EBITDA represents Net income (loss) before the Provision (benefit) for incometaxes, Depreciation and amortization, and Interest expense, net, adjusted to exclude share-based compensation, impairments, restructuring expenses, the impact of certain non-cashfair value adjustments on financial instruments, acquisition and/or disposal-relatedtransaction costs, unrealized foreign currency gains/losses, legal settlements, and otheritems that are included in Net income (loss) for the period that we do not considerindicative of our ongoing operating performance. Net income (loss) margin is calculated bydividing Net income (loss) by Revenues. Adjusted EBITDA margin is calculated bydividing Adjusted EBITDA by Revenues. The following table presents our calculation of Adjusted EBITDA and Adjusted EBITDAmargin for the three and nine months ended September 30, 2026 and 2025 and reconcilesthese non-GAAP measures to our Income (loss) from continuing operations, net of taxesand Income (loss) from continuing operations margin for the same periods: Three Months Ended September 30, Nine Months Ended September 30,
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(In millions, except percentages); (unaudited) 2026 2025 2026 2025 Income (loss) from continuing operations, net of taxes $ (26.4) $ (24.9) $ (122.3) $ (213.3) Provision (benefit) for income taxes 5.5 2.3 23.4 29.0 Depreciation and amortization 162.3 168.6 484.7 499.2 Interest expense, net 61.0 68.5 180.4 199.4 Share-based compensation expense 7.7 13.1 32.3 37.1 Restructuring costs 4.5 7.9 24.9 34.3 Transaction related costs (0.2) 3.0 17.5 17.3 Other 3.8 (16.3) 4.7 42.7 Adjusted EBITDA $ 218.2 $ 222.2 $ 645.6 $ 645.7 Income (loss) from continuing operations margin (5.5) % (4.7) % (8.3) % (13.8) % Adjusted EBITDA margin 45.3 % 41.9 % 43.8 % 41.7 % (1) Includes the net impact of foreign exchange gains and losses related to the remeasurement of balances, the impact of initiatives to reduce our cost structure related to the LS&H divestiture, and other items that do not reflect our ongoing operating performance. The following table presents our calculation of Adjusted EBITDA, including discontinuedoperations and Adjusted EBITDA margin for the three and nine months ended September30, 2026 and 2025 and reconciles these non-GAAP measures to our Net income (loss) andNet income (loss) margin for the same periods: Three Months Ended September 30, Nine Months Ended September 30, (In millions, except percentages); (unaudited) 2026 2025 2026 2025 Net income (loss) $ (80.8) $ (28.3) $ (389.6) $ (204.2) Provision (benefit) for income taxes 7.7 3.8 27.1 34.9 Depreciation and amortization 162.3 191.8 532.0 568.1 Interest expense, net 61.0 68.5 180.4 199.4 Share-based compensation expense 10.8 16.0 40.5 45.6 (1)
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Goodwill and intangible asset impairments 62.2 — 283.9 — Loss on classification as held for sale 10.1 — 10.1 — Restructuring costs 4.9 11.9 29.0 45.9 Transaction related costs 8.1 4.1 26.5 18.5 Other (1.0) (15.4) (6.2) 39.0 Adjusted EBITDA, including discontinued operations $ 245.3 $ 252.4 $ 733.7 $ 747.2 Net income (loss) margin (14.9) % (4.5) % (22.6) % (11.1) % Adjusted EBITDA margin 43.2 % 40.5 % 42.1 % 40.6 % (1) Includes the net impact of foreign exchange gains and losses related to the remeasurement of balances and other items that do not reflect our ongoing operating performance. Adjusted net income and Adjusted diluted EPS Adjusted net income represents Net income (loss), adjusted to exclude amortization relatedto acquired intangible assets, share-based compensation, impairments, restructuringexpenses, the impact of certain non-cash fair value adjustments on financial instruments,acquisition and/or disposal-related transaction costs, unrealized foreign currencygains/losses, legal settlements, and other items that are included in net income (loss) for theperiod that we do not consider indicative of our ongoing operating performance and theassociated income tax impact of such adjustments. Adjusted diluted EPS is calculated by dividing Adjusted net income by Adjusted dilutedweighted average shares. The Adjusted diluted weighted average shares calculationassumes that all instruments in the calculation are dilutive. The following tables present our calculation of Adjusted net income including discontinuedoperations and Adjusted diluted EPS including discontinued operations for the three andnine months ended September 30, 2026 and 2025 and reconciles these non-GAAPmeasures to our Net income (loss) and diluted EPS for the same periods: Three Months Ended September 30, 2026 2025 (In millions, except per share amounts); (unaudited) Amount Per Share Amount Per Share Net income (loss) and Diluted EPS $ (80.8) $ (0.13) $ (28.3) $ (0.04) (1)
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Amortization related to acquired intangible assets 122.6 0.19 136.7 0.20 Share-based compensation expense 10.8 0.02 16.0 0.02 Goodwill and intangible asset impairments 62.2 0.10 — — Loss on classification as held for sale 10.1 0.02 — — Restructuring costs 4.9 0.01 11.9 0.02 Transaction related costs 8.1 0.01 4.1 0.01 Other 0.7 (0.01) (14.0) (0.02) Income tax impact of related adjustments (2.6) — (7.1) (0.01) Adjusted net income and Adjusted diluted EPS $ 136.0 $ 0.21 $ 119.3 $ 0.18 Adjusted weighted average ordinary shares, diluted 643.6 675.5 (1) Includes the net impact of foreign exchange gains and losses related to the remeasurement of balances and other items that do not reflect our ongoing operating performance. Nine Months Ended September 30, 2026 2025 (In millions, except per share amounts); (unaudited) Amount Per Share Amount Per Share Net income (loss) and Diluted EPS $ (389.6) $ (0.61) $ (204.2) $ (0.30) Amortization related to acquired intangible assets 393.3 0.61 410.0 0.60 Share-based compensation expense 40.5 0.06 45.6 0.07 Goodwill and intangible asset impairments 283.9 0.44 — — Loss on classification as held for sale 10.1 0.02 — — Restructuring costs 29.0 0.05 45.9 0.07 Transaction related costs 26.5 0.04 18.5 0.03 Other (1.2) — 40.5 0.05 Income tax impact of related adjustments (14.1) (0.02) (17.9) (0.03) (1) (1)
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Adjusted net income and Adjusted diluted EPS $ 378.4 $ 0.59 $ 338.4 $ 0.49 Adjusted weighted average ordinary shares, diluted 644.5 685.0 (1) Includes the net impact of foreign exchange gains and losses related to the remeasurement of balances and other items that do not reflect our ongoing operating performance. Free cash flow Free cash flow represents Net cash provided by operating activities less Capitalexpenditures. The following table presents our calculation of Free cash flow includingdiscontinued operations for the three and nine months ended September 30, 2026 and 2025and reconciles this non-GAAP measure to Net cash provided by operating activities for thesame periods: Three Months Ended September 30, Nine Months Ended September 30, (In millions); (unaudited) 2026 2025 2026 2025 Net cash provided by operating activities $ 165.6 $ 181.1 $ 399.0 $ 468.6 Capital expenditures (55.4) (65.6) (165.9) (192.5) Free cash flow $ 110.2 $ 115.5 $ 233.1 $ 276.1 Reconciliations to Certain Non-GAAP Measures - 2026 Outlook Adjusted EBITDA and Adjusted EBITDA margin The following table presents our calculation of Adjusted EBITDA and Adjusted EBITDAmargin for continuing operations for the 2026 outlook and reconciles these non-GAAPmeasures to our Net income (loss) and Net income (loss) margin for the same period: Year Ending December 31, 2026 (Forecasted) (In millions); (unaudited) Low High Net income (loss) $ (154) $ (144) Provision (benefit) for income taxes 45 45 Depreciation and amortization 650 650 Interest expense, net 225 230
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Share-based compensation expense 45 50 Restructuring costs 30 30 Transaction related costs 35 35 Other (11) (11) Adjusted EBITDA $ 865 $ 885 Net income (loss) margin (7.8) % (7.3) % Adjusted EBITDA margin 43.0 % 45.0 % (1) Reflects restructuring costs expected to be incurred in 2026 associated with the Value Creation Plan. Adjusted diluted EPS The following table presents our calculation of Adjusted diluted EPS for the 2026 outlook,including the impact of discontinued operations for the first nine months, and reconcilesthis non-GAAP measure to our Net income (loss) per share for the same period: Year Ending December 31, 2026 (Forecasted) (Unaudited) Low High Net income (loss) per share $ (0.65) $ (0.62) Amortization related to acquired intangible assets 0.80 0.80 Share-based compensation expense 0.07 0.08 Goodwill and intangible asset impairments 0.46 0.46 Restructuring costs 0.05 0.05 Transaction related costs 0.05 0.05 Other (0.02) (0.02) Income tax impact of related adjustments (0.03) (0.03) Adjusted diluted EPS $ 0.73 $ 0.77 (1) (1)
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Adjusted weighted average ordinary shares, diluted~650 million (1) Reflects restructuring costs expected to be incurred in 2026 associated with the Value Creation Plan. Free cash flow The following table presents our calculation of Free cash flow for the 2026 outlook,including the impact of discontinued operations for the first nine months, and reconcilesthis non-GAAP measure to our Net cash provided by operating activities for the sameperiod: Year Ending December 31, 2026 (Forecasted) (In millions); (unaudited) Low High Net cash provided by operating activities $ 550 $ 570 Capital expenditures (230) (230) Free cash flow $ 320 $ 340 View original content to download multimedia:https://www.prnewswire.com/news-releases/clarivate-reports-third-quarter-2026-results-delivering-clear-path-to-value-creation-302927166.html SOURCE Clarivate Plc