Jersey0001764046false00-000000000017640462023-08-032023-08-030001764046us-gaap:CommonStockMember2023-08-032023-08-030001764046us-gaap:SeriesAPreferredStockMember2023-08-032023-08-030001764046clvt:PreferredStockPurchaseRightsMember2023-08-032023-08-03

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

August 3, 2023
Date of Report (date of earliest event reported)

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

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

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

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Ordinary Shares, no par valueCLVTNew York Stock Exchange
5.25% Series A Mandatory Convertible Preferred Shares, no par valueCLVT PR ANew York Stock Exchange
Series B Preferred Stock Purchase Rights-New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐


Item 2.02.  Results of Operations and Financial Condition.

On August 3, 2023, Clarivate Plc (the “Company”) issued a press release announcing earnings for the second quarter ended June 30, 2023. The press release has been furnished with this Form 8-K as Exhibit 99.1 and is posted on the investor relations section of the Company’s website (http://ir.clarivate.com/).
The information in this Item 2.02, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any filing pursuant to the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as otherwise expressly stated in such filing.

Item 7.01. Regulation FD Disclosure.

On August 3, 2023, the Company posted to its website supplemental information related to revenue, earnings and guidance. The supplemental information has been furnished with this Current Report on Form 8-K as Exhibit 99.2 and is posted on the investor relations section of the Company’s website (http://ir.clarivate.com/).
The information in this Item 7.01, including Exhibit 99.2 furnished herewith, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any filing pursuant to the Securities Act or the Exchange Act, except as otherwise expressly stated in such filing.

Item 9.01.    Financial Statements and Exhibits
(d) Exhibits.
No.Description
99.1
99.2
104
The cover page from the Company's Current Report on Form 8-K dated August 3, 2023, formatted in Inline XBRL


SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 CLARIVATE PLC
 
Date: August 3, 2023
By: /s/ Jonathan M. Collins
 Name: Jonathan M. Collins
 
Executive Vice President & Chief Financial Officer
 


Clarivate Reports Second Quarter 2023 Results
— Updates 2023 Outlook —

London, UK -- August 3, 2023 Clarivate Plc - (NYSE: CLVT) (the “Company” or “Clarivate”), a global leader in connecting people and organizations to intelligence they can trust, today reported results for the second quarter.

Second Quarter 2023 Financial Highlights
•Revenues of $668.8 million decreased 2.6%, and 3.5% at constant currency(1), driven primarily by the divestiture of MarkMonitor in October 2022, for which there were no comparable amounts in the current year period
•Organic revenues(1) decreased 0.4% as an increase in subscription revenues of 2.9% was offset by a decline in re-occurring revenues of 1.6% and transactional and other revenues of 7.5%
•Net loss attributable to ordinary shares of $141.7 million increased $185.4 million driven primarily by the impairment charge in the current year period; Net loss per diluted share of $0.21 decreased by $0.21
•Adjusted Net Income(1) of $152.2 million decreased 7.8%; Adjusted Income per diluted share(1) of $0.21 decreased 4.5% or $0.01
•Adjusted EBITDA(1) of $284.9 million increased 3.8% driven by cost savings from integration programs; Adjusted EBITDA Margin(1) of 42.6% increased 270 basis points
•Net cash provided by operating activities increased $65.2 million to $162.4 million; Free cash flow(1) increased $55.3 million to $104.8 million, allowing for continued deleveraging through further debt reduction and share repurchases

First Half of 2023 Financial Highlights
•Revenues of $1,297.9 million decreased 3.8%, and 3.3% at constant currency(1), driven primarily by the divestiture of MarkMonitor in October 2022, for which there were no comparable amounts in the current year period
•Organic revenues(1) decreased 0.3% as an increase in subscription revenues of 2.9% was offset by a decline in re-occurring revenues of 1.7% and transactional and other revenues of 7.9%
•Net loss attributable to ordinary shares of $117.0 million decreased $211.5 million driven primarily by the impairment charge in the current year period and lower mark-to-market gain on financial instruments; Net loss per diluted share of $0.17 decreased by $0.10
•Adjusted Net Income(1) of $283.1 million decreased 11.6%; Adjusted Income per diluted share(1) of $0.39 decreased 9.3% or $0.04
•Adjusted EBITDA(1) of $537.6 million increased 0.2% driven by cost savings from integration programs; Adjusted EBITDA Margin(1) of 41.4% increased 160 basis points
•Net cash provided by operating activities increased $225.3 million to $389.9 million; Free cash flow(1) increased $197.5 million to $273.0 million

“Clarivate continued to deliver on operational progress during the quarter, reinforcing the value proposition of our mission critical solutions across key sectors. The Academia & Government segment delivered improved results following the successful integration of ProQuest and recent product enhancements, which are driving new business, increased usage and higher retention rates,” said Jonathan Gear, Chief Executive Officer. “We are taking steps to leverage the power of our portfolio, particularly in the Intellectual Property and Life Sciences & Healthcare segments, which fell short of expectations this quarter. With an established, resilient business model,
1

and a new organizational structure and leadership well in place to enhance accountability, we remain confident in our strategy to deliver accelerating organic growth and margin expansion, as highlighted in our March Investor Day. We remain focused on creating value for our customers, colleagues, and shareholders.”


Selected Financial Information
The prior year results include MarkMonitor, which was divested on October 31, 2022, for which there are no comparable amounts in the current year periods.
Three Months Ended June 30,ChangeSix Months Ended June 30,Change
(in millions, except percentages and per share data), (unaudited)20232022 $%20232022$%
Revenues, net$668.8 $686.6 $(17.8)(2.6)%$1,297.9 $1,348.8 $(50.9)(3.8)%
Net (loss) income attributable to ordinary shares$(141.7)$43.7 $(185.4)(424.3)%$(117.0)$94.5 $(211.5)(223.8)%
Net loss per share, diluted$(0.21)$— $(0.21)(100.0)%$(0.17)$(0.07)$(0.10)(142.9)%
Weighted-average ordinary shares (diluted)675.9 678.4 — (0.4)%675.4 683.2 — (1.1)%
Adjusted EBITDA(1)
$284.9 $274.4 $10.5 3.8 %$537.6 $536.7 $0.9 0.2 %
Adjusted net income(1)
$152.2 $165.1 $(12.9)(7.8)%$283.1 $320.2 $(37.1)(11.6)%
Adjusted diluted EPS(1)
$0.21 $0.22 $(0.01)(4.5)%$0.39 $0.43 $(0.04)(9.3)%
Adjusted weighted-average ordinary shares (diluted)(1)
734.9 736.6 — (0.2)%734.8 741.6 — (0.9)%
Net cash provided by operating activities$162.4 $97.2 $65.2 67.0 %$389.9 $164.6 $225.3 136.9 %
Free cash flow(1)
$104.8 $49.5 $55.3 111.6 %$273.0 $75.5 $197.5 261.5 %
(Amounts in tables may not sum due to rounding)
(1) Non-GAAP measure. Please see “Reconciliation to Certain Non-GAAP measures” in this earnings release for important disclosures and reconciliations of these financial measures to the most directly comparable GAAP measure. These terms are defined elsewhere in this earnings release.
Second Quarter 2023 Commentary
Subscription revenues for the second quarter decreased $1.4 million, or 0.3%, to $406.0 million, and decreased 1.6% on a constant currency basis(1), due to the divestiture of MarkMonitor. Organic subscription revenues(1) increased 2.9%, primarily due to price increases and the benefit of net installations.
Re-occurring revenues for the second quarter decreased $1.0 million, or 0.9% to $111.0 million, and decreased 1.6% on a constant currency basis(1). Organic re-occurring revenues(1) decreased 1.6%, primarily driven by the timing of accelerated patent renewals in the prior year period.
Transactional and other revenues for the second quarter decreased $16.2 million, or 9.6%, to $151.8 million, and decreased 9.8% on a constant currency basis(1). Organic transactional and other revenues(1) decreased 7.5%. primarily due to lower transactional sales in Life Sciences & Healthcare and Intellectual Property segments.
Balance Sheet and Cash Flow
As of June 30, 2023, cash and cash equivalents of $436.1 million increased $87.3 million compared to December 31, 2022 due to working capital improvements.
The Company's total debt outstanding as of June 30, 2023 was $4,920.8 million, a decrease of $150.5 million compared to December 31, 2022 due to $150.0 million accelerated debt prepayments on our Term Loan.
Net cash provided by operating activities of $389.9 million for the six months ended June 30, 2023 increased $225.3 million compared to $164.6 million for the prior year, primarily due to the prior year employee payroll payments related to the CPA Global Equity Plan and working capital improvements. Free cash flow(1) for the six months ended June 30, 2023, was $273.0 million, an increase of $197.5 million compared to the prior year period.
2


Updated Outlook for 2023 (forward-looking statement)

“We revised our 2023 outlook due to lower than expected transactional sales of Life Sciences and Healthcare products and consulting services, and lower recurring sales of patent renewals,” said Jonathan Collins, Executive Vice President and Chief Financial Officer. “However, we reaffirmed our Adjusted EBITDA Margin outlook, and still expect our revenues, Adjusted EBITDA, Adjusted Diluted EPS and Free Cash Flow to be within our original ranges. We continue to anticipate generating strong cash flow, which we currently expect to allocate between debt repayment to achieve our target of below four-times net leverage by the end of the year and share repurchases.”
The full year outlook presented below assumes no further acquisitions, divestitures, or unanticipated events.

Updated 2023 OutlookPrior 2023 Outlook
Revenues
$2.60B to $2.67B
$2.63B to $2.73B
Organic Revenue Growth
0.00% to 2.00%
2.75% to 3.75%
Adjusted EBITDA
$1.09B to $1.14B
$1.10B to $1.16B
Adjusted EBITDA MarginNo change
42.0% to 42.5%
Adjusted Diluted EPS(2)
$0.77 to $0.83
$0.75 to $0.85
Free Cash Flow
$450M to $500M
$450M to $550M

(2) Adjusted Diluted EPS for 2023 is calculated based on approximately 738 million fully diluted weighted average ordinary shares outstanding.

The outlook includes Non-GAAP measures. Please see "Reconciliation to Certain Non-GAAP measures" presented below for important disclosure and reconciliations of these financial measures to the most directly comparable GAAP measures. These terms are defined elsewhere in this earnings release.
3

Conference Call and Webcast
Clarivate will host a conference call and webcast today to review the results for the second quarter at 9:00 a.m. Eastern Time. The conference call will be simultaneously webcast on the Investor Relations section of the Company’s website.
Interested parties may access the live audio broadcast by dialing +1 404-975-4839 or toll-free +1 833-470-1428 (in North America) and 44 208 068 2558 or toll free 44 808 189 6484 (internationally). The conference ID number is 677201. To join the webcast please visit https://events.q4inc.com/attendee/182614049. A replay will also be available on https://ir.clarivate.com.

Use of Non-GAAP Financial Measures
Non-GAAP results are not presentations made in accordance with U.S. generally accepted accounting principles ("GAAP") and are presented only as a supplement to our financial statements based on GAAP. Non-GAAP financial information is provided to enhance the reader’s understanding of our financial performance, but none of these non-GAAP financial measures are recognized terms under GAAP. They are not measures of financial condition or liquidity, and should not be considered as an alternative to profit or loss for the period determined in accordance with GAAP or operating cash flows determined in accordance with GAAP. As a result, you should not consider such measures in isolation from, or as a substitute for, financial measures or results of operations calculated or determined in accordance with GAAP.
We use non-GAAP measures in our operational and financial decision-making. We believe that such measures allow us to focus on what we deem to be a more reliable indicator of ongoing operating performance and our ability to generate cash flow from operations, and we also believe that investors may find these non-GAAP financial measures useful for the same reasons. Non-GAAP measures are frequently used by securities analysts, investors, and other interested parties in their evaluation of companies comparable to us, many of which present non-GAAP measures when reporting their results. These measures can be useful in evaluating our performance against our peer companies because we believe the measures provide users with valuable insight into key components of GAAP financial disclosures. However, non-GAAP measures have limitations as analytical tools and because not all companies use identical calculations, our presentation of non-GAAP financial measures may not be comparable to other similarly titled measures of other companies.
Definitions and reconciliations of non-GAAP measures, such as Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Diluted EPS, Free Cash Flow, Standalone Adjusted EBITDA, organic revenue, organic subscription revenue, organic re-occurring revenue, and organic transactional and other revenue to the most directly comparable GAAP measures are provided within the schedules attached to this release. Our presentation of non-GAAP measures should not be construed as an inference that our future results will be unaffected by any of the adjusted items, or that any projections and estimates will be realized in their entirety or at all.
We calculate constant currency by converting the non-U.S. dollar income statement balances for the most current year to U.S. dollars by applying the average exchange rates of the preceding year.
4

Forward-Looking Statements
This communication contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. These statements, which express management’s current views concerning future business, events, trends, contingencies, financial performance, or financial condition, appear at various places in this communication and may use words like “aim,” “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “goal,” “intend,” “likely,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “see,” “seek,” “should,” “strategy,” “strive,” “target,” “will,” and “would” and similar expressions, and variations or negatives of these words. Examples of forward-looking statements include, among others, statements we make regarding: guidance outlook and predictions relating to expected operating results, such as revenue growth and earnings; strategic actions such as acquisitions, joint ventures, and dispositions, including the anticipated benefits therefrom, and our success in integrating acquired businesses; anticipated levels of capital expenditures in future periods; our ability to successfully realize cost savings initiatives and transition services expenses; our belief that we have sufficient liquidity to fund our ongoing business operations; expectations of the effect on our financial condition of claims, litigation, environmental costs, the impact of inflation, the impact of foreign currency fluctuations, the COVID-19 pandemic and governmental responses thereto, international hostilities, contingent liabilities, and governmental and regulatory investigations and proceedings; and our strategy for customer retention, growth, product development, market position, financial results, and reserves. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on management’s current beliefs, expectations, and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy, and other future conditions. Because forward-looking statements relate to the future, they are difficult to predict and many of which are outside of our control. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include those factors discussed under the caption “Risk Factors” in our annual report on Form 10-K, along with our other filings with the U.S. Securities and Exchange Commission (“SEC”). However, those factors should not be considered to be a complete statement of all potential risks and uncertainties. Additional risks and uncertainties not known to us or that we currently deem immaterial may also impair our business operations. Forward-looking statements are based only on information currently available to our management and speak only as of the date of this communication. We do not assume any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws. Please consult our public filings with the SEC or on our website at www.clarivate.com.

About Clarivate
Clarivate™ is a leading global information services provider. We connect people and organizations to intelligence they can trust to transform their perspective, their work and our world. Our subscription and technology-based solutions are coupled with deep domain expertise and cover the areas of Academia & Government, Intellectual Property and Life Sciences & Healthcare. For more information, please visit clarivate.com.
5

Condensed Consolidated Balance Sheets
(In millions)
(unaudited)
June 30, 2023December 31, 2022
Assets
Current assets:
Cash and cash equivalents$436.1 $348.8 
Restricted cash7.0 8.0 
Accounts receivable, net769.7 872.1 
Prepaid expenses101.9 89.4 
Other current assets76.8 76.9 
Assets held for sale26.1 0.0 
Total current assets1,417.6 1,395.2 
Property and equipment, net50.7 54.5 
Other intangible assets, net9,186.4 9,437.7 
Goodwill2,895.5 2,876.5 
Other non-current assets76.0 97.9 
Deferred income taxes26.5 24.2 
Operating lease right-of-use assets52.9 58.9 
Total Assets$13,705.6 $13,944.9 
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable$108.2 $101.4 
Accrued compensation101.2 132.1 
Accrued expenses and other current liabilities317.1 352.1 
Current portion of deferred revenues939.6 947.5 
Current portion of operating lease liability24.2 25.7 
Current portion of long-term debt1.1 1.0 
Liabilities held for sale6.5 0.0 
Total current liabilities1,497.9 1,559.8 
Long-term debt4,863.2 5,005.0 
Non-current portion of deferred revenues37.9 38.5 
Other non-current liabilities41.4 140.1 
Deferred income taxes262.1 316.1 
Operating lease liabilities64.8 72.9 
Total liabilities6,767.3 7,132.4 
Commitments and contingencies
Shareholders’ equity:
Preferred Shares, no par value; 14.4 shares authorized; 5.25% Mandatory Convertible Preferred Shares, Series A, 14.4 shares issued and outstanding as of both June 30, 2023 and December 31, 2022 1,392.6 1,392.6 
Ordinary Shares, no par value; unlimited shares authorized as of June 30, 2023 and December 31, 2022; 676.1 and 674.4 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively11,809.2 11,744.7 
Accumulated other comprehensive loss(487.6)(665.9)
Accumulated deficit(5,775.9)(5,658.9)
Total shareholders’ equity6,938.3 6,812.5 
Total Liabilities and Shareholders’ Equity$13,705.6 $13,944.9 
6

Condensed Consolidated Statement of Operations
(In millions)
(unaudited)
Three Months Ended June 30,
20232022
Revenues, net$668.8 $686.6 
Operating expenses:
Cost of revenues224.2 244.1 
Selling, general and administrative costs192.9 186.1 
Depreciation and amortization178.1 175.6 
Restructuring and lease impairments12.2 19.2 
Goodwill and intangible asset impairments135.2 — 
Other operating expense (income), net14.5 (24.6)
Total operating expenses757.1 600.4 
(Loss) income from operations(88.3)86.2 
Mark to market gain on financial instruments(2.9)(49.0)
Interest expense and amortization of debt discount, net73.0 62.3 
(Loss) income before income taxes(158.4)72.9 
(Benefit) provision for income taxes(35.3)10.5 
Net (loss) income(123.1)62.4 
Dividends on preferred shares18.6 18.7 
Net (loss) income attributable to ordinary shares$(141.7)$43.7 
Per share:
Basic$(0.21)$0.06 
Diluted$(0.21)$0.00 
Weighted average shares used to compute earnings per share:
Basic675.9 674.3 
Diluted675.9 678.4 

7

Condensed Consolidated Statement of Operations
(In millions)
(unaudited)
Six Months Ended June 30,
20232022
Revenues, net$1,297.9 $1,348.8 
Operating expenses:
Cost of revenues453.9 493.3 
Selling, general and administrative costs387.7 379.8 
Depreciation and amortization350.7 352.0 
Restructuring and lease impairments21.6 30.9 
Goodwill and intangible asset impairments135.2 — 
Other operating income, net(17.5)(38.3)
Total operating expenses1,331.6 1,217.7 
(Loss) income from operations(33.7)131.1 
Mark to market gain on financial instruments(1.8)(149.4)
Interest expense and amortization of debt discount, net146.6 121.8 
(Loss) income before income taxes(178.5)158.7 
(Benefit) provision for income taxes(98.9)26.8 
Net (loss) income(79.6)131.9 
Dividends on preferred shares37.4 37.4 
Net (loss) income attributable to ordinary shares$(117.0)$94.5 
Per share:
Basic$(0.17)$0.14 
Diluted$(0.17)$(0.07)
Weighted average shares used to compute earnings per share:
Basic675.4 678.3 
Diluted675.4 683.2 
8

Condensed Consolidated Statements of Cash Flows
(In millions)
(unaudited)
Six Months Ended June 30,
20232022
Cash Flows From Operating Activities
Net (loss) income$(79.6)$131.9 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization350.7 352.0 
Share-based compensation71.6 47.2 
Restructuring and impairments138.7 (1.0)
Mark to market gain on financial instruments(1.8)(149.4)
Amortization of debt issuance costs9.1 7.6 
Gain on legal settlement(49.4)— 
Deferred income taxes(47.8)(0.9)
Other operating activities18.8 (33.6)
Changes in operating assets and liabilities:
Accounts receivable121.7 53.8 
Prepaid expenses(11.9)(26.9)
Other assets38.6 (24.8)
Accounts payable6.2 (8.8)
Accrued expenses and other current liabilities(74.2)(150.3)
Deferred revenues(18.4)(29.5)
Operating leases, net(4.5)3.4 
Other liabilities(77.9)(6.1)
Net cash provided by operating activities389.9 164.6 
Cash Flows From Investing Activities
Capital expenditures(116.9)(89.1)
Payments for acquisitions and cost method investments, net of cash acquired(1.1)(14.3)
Proceeds from divestitures, net of cash and restricted cash10.5 — 
Net cash used in investing activities(107.5)(103.4)
Cash Flows From Financing Activities
Principal payments on term loan(150.0)(14.3)
Payment of debt issuance costs and discounts0.1 (2.1)
Proceeds from issuance of treasury shares— 0.9 
Repurchases of ordinary shares— (175.0)
Cash dividends on preferred shares(37.7)(37.7)
Proceeds from stock options exercised— 0.5 
Payments related to finance lease(0.5)(1.0)
Payments related to tax withholding for stock-based compensation(9.7)(10.7)
Net cash used in financing activities(197.8)(239.4)
Effects of exchange rates1.7 (36.5)
Net increase (decrease) in cash and cash equivalents$87.3 $(71.2)
Net decrease in restricted cash(1.0)(143.5)
Net increase (decrease) in cash and cash equivalents, and restricted cash86.3 (214.7)
9

Beginning of period:
Cash and cash equivalents$348.8 $430.9 
Restricted cash8.0 156.7 
Total cash and cash equivalents, and restricted cash, beginning of period356.8 587.6 
End of period:
Cash and cash equivalents436.1 359.7 
Restricted cash7.0 13.2 
Total cash and cash equivalents, and restricted cash, end of period$443.1 $372.9 
Supplemental Cash Flow Information:
Cash paid for interest$136.4 $113.4 
Cash paid for income tax$22.5 $23.7 
Capital expenditures included in accounts payable$10.3 $23.8 
Non-Cash Financing Activities:
Retirement of treasury shares— (175.0)
Dividends accrued on our 5.25% Series A Mandatory Convertible Preferred Shares6.2 6.2 
Total Non-Cash Financing Activities$6.2 $(168.8)
10

Reconciliations to Certain Non-GAAP Measures
(Amounts in tables may not sum due to rounding)
Adjusted EBITDA and Adjusted EBITDA Margin
Adjusted EBITDA represents Net income (loss) before the provision for income taxes, depreciation and amortization, and interest expense adjusted to exclude acquisition and disposal-related transaction costs, losses on extinguishment of debt, share-based compensation, unrealized foreign currency remeasurement, transformational and restructuring expenses, acquisition-related adjustments to deferred revenues prior to the adoption of FASB ASU No. 2021-08 in 2021, non-operating income or expense, the impact of certain non-cash mark-to-market adjustments on financial instruments, legal settlements, impairments, and other items that are included in net income (loss) for the period that the Company does not consider indicative of its ongoing operating performance and certain unusual items impacting results in a particular period. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by Revenues, net plus the impact of the deferred revenue purchase accounting adjustments relating to acquisitions prior to 2021.

The following table presents our calculation of Adjusted EBITDA and Adjusted EBITDA Margin for the three and six months ended June 30, 2023 and 2022 and reconciles these measures to our Net income (loss) for the same periods:
 Three Months Ended June 30,Six Months Ended June 30,
(in millions, except percentages); (unaudited)2023202220232022
Net (loss) income attributable to ordinary shares$(141.7)$43.7 $(117.0)$94.5 
Dividends on preferred shares18.618.7 37.4 37.4 
Net (loss) income$(123.1)$62.4 $(79.6)$131.9 
(Benefit) provision for income taxes(35.3) 10.5 (98.9) 26.8 
Depreciation and amortization178.1 175.6 350.7  352.0 
Interest expense and amortization of debt discount, net73.0 62.3 146.6  121.8 
Deferred revenues adjustment— 0.8 —  0.6 
Transaction related costs(1)
0.7 5.1 2.4  11.8 
Share-based compensation expense30.5 22.1 71.7  59.1 
Restructuring and lease impairments(2)
12.219.2 21.6 30.9 
Goodwill and intangible asset impairments(3)
135.2— 135.2 — 
Mark-to-market gain on financial instruments(4)
(2.9)(49.0)(1.8)(149.4)
Other(5)
16.5 (34.6)(10.3) (48.8)
Adjusted EBITDA$284.9 $274.4 $537.6 $536.7 
Adjusted EBITDA Margin42.6 %39.9 %41.4 %39.8 %
(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.
(2) Primarily reflects severance and related benefit costs related to approved restructuring programs.
(3) Primarily includes the intangible assets impairment recorded during the three months ended June 30, 2023 related to Assets Held for Sale and Divested Operations.
(4) Reflects mark-to-market adjustments on financial instruments under ASC 815, Derivatives and Hedging.
(5) The current year periods primarily include net losses on foreign exchange re-measurement and other individually insignificant items that do not reflect our ongoing operating performance. The current year-to-date period was offset by a gain on legal settlement. The prior year periods include net gains on foreign exchange re-measurement and other individually insignificant items that do not reflect our ongoing operating performance.





11

Adjusted Net Income and Adjusted Diluted EPS
Adjusted Net Income is calculated using Net income (loss), adjusted to exclude acquisition or disposal-related transaction costs (such costs include net income from continuing operations before the provision for income taxes, depreciation and amortization, and interest income and expense from the divested business), amortization related to acquired intangible assets, share-based compensation, mandatory convertible preferred share dividend expense, unrealized foreign currency remeasurement, transformational and restructuring expenses, acquisition-related adjustments to deferred revenues prior to the adoption of FASB ASU No. 2021-08 in 2021, the impact of certain non-cash mark-to-market adjustments on financial instruments, legal settlements, impairments, and other items that are included in net income (loss) for the period that the Company does not consider indicative of its ongoing operating performance and certain unusual items impacting results in a particular period, and the income tax impact of any adjustments.
We calculate Adjusted Diluted EPS by using Adjusted Net Income divided by Adjusted diluted weighted average shares for the period. The Adjusted diluted weighted average shares assumes that all instruments in the calculation are dilutive.
The following table presents our calculation of Adjusted Net Income and Adjusted Diluted EPS for the three and six months ended June 30, 2023 and 2022 and reconciles these measures to our Net income (loss) and EPS for the same periods:
Three Months Ended June 30,

20232022
(in millions, except per share amounts); (unaudited)AmountPer ShareAmountPer Share
Net loss attributable to ordinary shares, diluted$(141.7)$(0.21)$(3.1)$— 
Change in fair value of private placement warrants— — 46.8 0.07 
Net (loss) income attributable to ordinary shares$(141.7)$(0.21)$43.7 $0.06 
Dividends on preferred shares18.6 0.03 18.7 0.03 
Net (loss) income$(123.1)$(0.18)$62.4 $0.09 
Deferred revenues adjustment— — 0.8 — 
Transaction related costs(1)
0.7 — 5.1 0.01 
Share-based compensation expense30.5 0.05 22.1 0.03 
Amortization related to acquired intangible assets143.5 0.21 146.1 0.22 
Restructuring and lease impairments(2)
12.2 0.02 19.2 0.03 
Goodwill and intangible asset impairments(3)
135.2 0.20 — — 
Mark-to-market gain on financial instruments(4)
(2.9)— (49.0)(0.07)
Other(5)
16.5 — (34.6)(0.08)
Income tax impact of related adjustments(60.4)(0.09)(7.0)(0.01)
Adjusted net income and Adjusted diluted EPS$152.2 $0.21 $165.1 $0.22 
Adjusted weighted-average ordinary shares (Diluted)734.9736.6
(1-5) Refer to associated line item descriptions provided for the Adjusted EBITDA reconciliation table above.








12

Six Months Ended June 30,
20232022
(in millions, except per share amounts); (unaudited)AmountPer ShareAmountPer Share
Net loss attributable to ordinary shares, diluted$(117.0)$(0.17)$(47.2)$(0.07)
Change in fair value of private placement warrants— — 141.7 0.21 
Net (loss) income attributable to ordinary shares$(117.0)$(0.17)$94.5 $0.14 
Dividends on preferred shares37.4 0.06 37.4 0.05 
Net (loss) income$(79.6)$(0.12)$131.9 $0.19 
Deferred revenues adjustment— — 0.6 — 
Transaction related costs(1)
2.4 — 11.8 0.02 
Share-based compensation expense71.7 0.11 59.1 0.09 
Amortization related to acquired intangible assets287.9 0.43 295.8 0.43 
Restructuring and lease impairments(2)
21.6 0.03 30.9 0.05 
Goodwill and intangible asset impairments(3)
135.2 0.20 — — 
Mark-to-market gain on financial instruments(4)
(1.8)— (149.4)(0.22)
Other(5)
(10.3)(0.05)(48.8)(0.11)
Income tax impact of related adjustments(144.0)(0.21)(11.7)(0.02)
Adjusted net income and Adjusted diluted EPS$283.1 $0.39 $320.2 $0.43 
Adjusted weighted-average ordinary shares (Diluted)734.8741.6
(1-5) Refer to associated line item descriptions provided for the Adjusted EBITDA reconciliation table above.





















13


Free Cash Flow
Free cash flow is calculated using net cash provided by operating activities less capital expenditures. The following table reconciles our non-GAAP free cash flow measure to Net cash provided by operating activities:
Three Months Ended June 30,Six Months Ended June 30,
(in millions); (unaudited)2023202220232022
Net cash provided by operating activities$162.4 $97.2 $389.9 $164.6 
Capital expenditures(57.6)(47.7)(116.9)(89.1)
Free cash flow$104.8 $49.5 $273.0 
 
$75.5 

14

Required Reported Data
Standalone Adjusted EBITDA
We are required to report Standalone Adjusted EBITDA, which is identical to Consolidated EBITDA and EBITDA as such terms are defined under our credit facilities, dated as of October 31, 2019, and the indentures governing our secured notes due 2026 issued by Camelot Finance S.A. and guaranteed by certain of our subsidiaries, and the indentures governing the secured and unsecured notes issued by Clarivate Science Holdings Corporation in August 2021, respectively. In addition, the credit facilities and the indentures contain certain restrictive covenants that govern debt incurrence and the making of restricted payments, among other matters. These restrictive covenants utilize Standalone Adjusted EBITDA as a primary component of the compliance metric governing our ability to undertake certain actions otherwise proscribed by such covenants. Standalone Adjusted EBITDA reflects further adjustments to Adjusted EBITDA for cost savings already implemented.
Because Standalone Adjusted EBITDA is required pursuant to the terms of the reporting covenants under the credit facilities and the indentures and because this metric is relevant to lenders and noteholders, management considers Standalone Adjusted EBITDA to be relevant to the operation of its business.
Standalone Adjusted EBITDA is calculated under the credit facilities and the indentures by using our Consolidated Net income (loss) for the trailing 12-month period (defined in the credit facilities and the indentures as our U.S. GAAP net income adjusted for certain items specified in the credit facilities and the indentures) adjusted for items including: taxes, interest expense, depreciation and amortization, non-cash charges, including impairments, expenses related to capital markets transactions, acquisitions and dispositions, restructuring and business optimization charges and expenses, consulting and advisory fees, run-rate cost savings to be realized as a result of actions taken or to be taken in connection with an acquisition, disposition, restructuring or cost savings or similar initiatives, “run rate” expected cost savings, operating expense reductions, restructuring charges and expenses and synergies related to the transition projected by us, costs related to any management or equity stock plan, other adjustments that were presented in the offering memorandum used in connection with the issuance of the secured notes due in 2026, and earnout obligations incurred in connection with an acquisition or investment.
15


The following table bridges Net loss to Adjusted EBITDA to Standalone Adjusted EBITDA, as Adjusted EBITDA reflects a substantial portion of the adjustments that comprise Standalone Adjusted EBITDA for the period presented:

(in millions); (unaudited)Twelve months ended June 30, 2023
Net loss attributable to ordinary shares$(4,247.1)
Dividends on preferred shares 75.4 
Net loss$(4,171.7)
(Benefit) provision for income taxes(154.6)
Depreciation and amortization709.2 
Interest expense and amortization of debt discount, net295.1 
Deferred revenues adjustment0.4 
Transaction related costs4.8 
Share-based compensation expense114.8 
Gain on sale from divestitures(1)
(278.5)
Restructuring and lease impairments(2)
57.4 
Goodwill and intangible asset impairments(3)
4,584.3 
Mark-to-market gain on financial instruments(4)
(59.2)
Other11.6 
Adjusted EBITDA$1,113.6 
Realized foreign exchange gain(23.1)
Cost savings(5)
13.2 
Standalone Adjusted EBITDA$1,103.7 
(1) Represents the net gain from the sale of the MarkMonitor Domain Management business during the three months ended December 31, 2022.
(2) Primarily reflects severance and related benefit costs related to approved restructuring programs.
(3) Primarily includes the intangible assets impairment recorded during the three months ended June 30, 2023 related to Assets Held for Sale and Divested Operations.
(4) Reflects mark-to-market adjustments on financial instruments under ASC 815, Derivatives and Hedging.
(5) Reflects the estimated annualized run-rate cost savings, net of actual cost savings realized, related to restructuring and other cost savings initiatives undertaken during the period (exclusive of any cost reductions in our estimated standalone operating costs), including synergies related to acquisitions.

The foregoing adjustment (5) is an estimate and is not intended to represent a pro forma adjustment presented within the guidance of Article 11 of Regulation S-X. Although we believe the estimate is reasonable, actual results may differ from the estimate, and any difference may be material. See “Forward-Looking Statements.”
16


Annualized Contract Value (“ACV”) represents the annualized value for the next 12 months of subscription-based client license agreements, assuming that all expiring license agreements during that period are renewed at their current price level. We calculate ACV on a constant currency basis to exclude the effect of foreign currency fluctuations. The following table presents our Annualized Contract Value (“ACV”) as of the periods indicated.
June 30,Change
(in millions, except percentages); (unaudited)20232022
2023 vs. 2022(1)
Annualized Contract Value$1,567.2 $1,625.9 $(58.7)(3.6)%
(1) The change in ACV is primarily due to the divestiture of MarkMonitor in October 2022 and changes in foreign exchange rates, supplemented by organic ACV growth of 2.8% largely attributed to the impact of price increases.

The following table presents the amounts of our subscription, re-occurring and transactional and other revenues, including as a percentage of our total revenues, for the periods indicated, as well as the drivers of the variances between periods.
Variance Increase/(Decrease)Percentage of Factors Increase/(Decrease)
Three Months Ended June 30,Total Variance (Dollars)Total Variance (Percentage)Acquisitions
Disposals(1)
FX Impact
Organic
(in millions, except percentages); (unaudited)20232022
Subscription revenues$406.0 $407.4 $(1.4)(0.3)%— %(4.4)%1.2 %2.9 %
Re-occurring revenues111.0 112.0 (1.0)(0.9)%— %— %0.7 %(1.6)%
Transactional and other revenues151.8 168.0 (16.2)(9.6)%— %(2.3)%0.2 %(7.5)%
Deferred revenues adjustment— (0.8)0.8 100.0 %100.0 %— %— %— %
Revenues, net$668.8 $686.6 $(17.8)(2.6)%0.1 %(3.2)%0.9 %(0.4)%
(1) Represents revenues from the MarkMonitor divestiture completed in October 2022 and from the assets held-for-sale disposal group.
Variance Increase/(Decrease)
Percentage of Factors Increase/(Decrease)
Six Months Ended June 30,
Total Variance
(Dollars)
Total Variance
(Percentage)
Acquisitions
Disposals(1)
FX Impact
Organic
(in millions, except percentages); (unaudited)20232022
Subscription revenues$799.2 $811.2 $(12.0)(1.5)%— %(4.4)%— %2.9 %
Re-occurring revenues218.7 226.5 (7.8)(3.4)%— %— %(1.8)%(1.7)%
Transactional and other revenues280.0 311.7 (31.7)(10.2)%— %(1.5)%(0.8)%(7.9)%
Deferred revenues adjustment— (0.6)0.6 100.0 %100.0 %— %— %— %
Revenues, net$1,297.9 $1,348.8 $(50.9)(3.8)%— %(3.0)%(0.5)%(0.3)%
(1) Represents revenues from the MarkMonitor divestiture completed in October 2022 and from the assets held-for-sale disposal group.

17


The following table presents our revenues by Segment for the periods indicated, as well as the drivers of the variances between periods, including as a percentage of such revenues.
Variance Increase/(Decrease)Percentage of Factors Increase/(Decrease)
Three Months Ended June 30,Total Variance (Dollars)Total Variance (Percentage)Acquisitions
Disposals(1)
FX Impact
Organic
(in millions, except percentages); (unaudited)20232022
Academia & Government$342.0 $332.7 $9.3 2.8 %— %— %1.0 %1.8 %
Intellectual Property216.3 239.2 (22.9)(9.6)%— %(9.1)%0.6 %(1.1)%
Life Sciences & Healthcare110.5 115.5 (5.0)(4.3)%— %— %1.0 %(5.4)%
Deferred revenues adjustment— (0.8)0.8 100.0 %100.0 %— %— %— %
Revenues, net$668.8 $686.6 $(17.8)(2.6)%0.1 %(3.2)%0.9 %(0.4)%
(1) Represents revenues from the MarkMonitor divestiture completed in October 2022 and from the assets held-for-sale disposal group.

Variance Increase/(Decrease)
Percentage of Factors Increase/(Decrease)
Six Months Ended June 30,
Total Variance (Dollars)
Total Variance (Percentage)
Acquisitions
Disposals(1)
FX Impact
Organic
(in millions, except percentages); (unaudited)20232022
Academia & Government$656.7 $644.5 $12.2 1.9 %— %— %— %1.9 %
Intellectual Property425.4 480.8 (55.4)(11.5)%— %(8.4)%(1.4)%(1.7)%
Life Sciences & Healthcare215.8 224.1 (8.3)(3.7)%— %— %— %(3.7)%
Deferred revenues adjustment— (0.6)0.6 100.0 %100.0 %— %— %— %
Revenues, net$1,297.9 $1,348.8 $(50.9)(3.8)%— %(3.0)%(0.5)%(0.3)%
(1) Represents revenues from the MarkMonitor divestiture completed in October 2022 and from the assets held-for-sale disposal group.

18


The following table presents our calculation of Revenues, net for the 2023 outlook:
Variance Increase / (Decrease)Percentage of Factors Increase / (Decrease)
Year Ending December 31,Total Variance (Dollars)Total Variance (Percentage)AcquisitionsDisposalsFX ImpactOrganic
(in millions, except percentages)2023 Outlook mid-point2022
Revenues, net$2,635 $2,660 $(25)(0.9)%— %(2.6)%0.7 %1.0 %

The following table presents our calculation of Adjusted EBITDA and Adjusted EBITDA Margin for the 2023 outlook and reconciles these measures to our Net loss for the same period:
Year Ending December 31, 2023
(Forecasted)
(in millions, except percentages)LowHigh
Net loss attributable to ordinary shares$(217)$(167)
Dividends on preferred shares(1)
75 75 
Net loss$(142)$(92)
(Benefit) provision for income taxes(55)(55)
Depreciation and amortization709 709 
Interest expense and amortization of debt discount, net288 288 
Restructuring and lease impairments(2)
33 33 
Goodwill and intangible asset impairments(3)
135 135 
Transaction related costs2 2 
Mark to market adjustment on financial instruments(2)(2)
Share-based compensation expense131 131 
Other(4)
(10)(10)
Adjusted EBITDA$1,090 $1,140 
Adjusted EBITDA margin42.0 %42.5 %
(1) Dividends on our mandatory convertible preferred shares (“MCPS”) are payable quarterly at an annual rate of 5.25% of the liquidation preference of $100 per share. For the purposes of calculating net loss attributable to Clarivate, we have excluded the accrued and anticipated MCPS dividends.
(2) Reflects restructuring costs expected to be incurred in 2023 associated with the ProQuest acquisition and Segment Optimization restructuring programs.
(3) Primarily includes the intangible assets impairment recorded during the three months ended June 30, 2023 related to Assets Held for Sale and Divested Operations
(4) Primarily includes the gain on legal settlement partially offset by a net loss on foreign exchange re-measurement.

19


The following table presents our calculation of Adjusted Diluted EPS for the 2023 outlook and reconciles this measure to our Net loss per share for the same period:
Year Ending December 31, 2023
(Forecasted)
LowHigh
(in millions)Per SharePer Share
Net loss attributable to ordinary shares$(0.29)$(0.23)
Dividends on preferred shares(1)
0.10 0.10 
Net loss$(0.19)$(0.13)
Restructuring and lease impairments(2)
0.04 0.04 
Goodwill and intangible asset impairments(3)
0.18 0.18 
Share-based compensation expense0.18 0.18 
Amortization related to acquired intangible assets0.78 0.78 
Other(4)
(0.01)(0.01)
Income tax impact of related adjustments(0.21)(0.21)
Adjusted Diluted EPS$0.77 $0.83 
Adjusted weighted-average ordinary shares (Diluted)(5)
738 million
(1-4) Refer to associated line item descriptions provided for the Adjusted EBITDA outlook reconciliation table above.
(5) For the purposes of calculating adjusted earnings per share, the Company has excluded the accrued and anticipated MCPS dividends and assumed the “if-converted” method of share dilution.

The following table presents our calculation of Free cash flow for the 2023 outlook and reconciles this measure to our Net cash provided by operating activities for the same period:
Year Ending December 31, 2023
(Forecasted)
(in millions)LowHigh
Net cash provided by operating activities$695 $745 
Capital expenditures(245)(245)
Free cash flow$450 $500 


Media Contact:
Amy Bourke-Waite, Senior Director, Corporate Communications
newsroom@clarivate.com
Investor Relations Contact:
Mark Donohue, Vice President, Investor Relations
investor.relations@clarivate.com
215-243-2202
20
Q2 2023 Earnings Call August 3, 2023

 
Mark Donohue VP Investor Relations 1. Introduction

 
Forward-Looking Statements This communication contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. These statements, which express management’s current views concerning future business, events, trends, contingencies, financial performance, or financial condition, appear at various places in this communication and may use words like “aim,” “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “goal,” “intend,” “likely,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “see,” “seek,” “should,” “strategy,” “strive,” “target,” “will,” and “would” and similar expressions, and variations or negatives of these words. Examples of forward-looking statements include, among others, statements we make regarding: guidance outlook and predictions relating to expected operating results, such as revenue growth and earnings; strategic actions such as acquisitions, joint ventures, and dispositions, including the anticipated benefits therefrom, and our success in integrating acquired businesses; anticipated levels of capital expenditures in future periods; our ability to successfully realize cost savings initiatives and transition services expenses; our belief that we have sufficient liquidity to fund our ongoing business operations; expectations of the effect on our financial condition of claims, litigation, environmental costs, the impact of inflation, the impact of foreign currency fluctuations, the COVID-19 pandemic and governmental responses thereto, international hostilities, contingent liabilities, and governmental and regulatory investigations and proceedings; and our strategy for customer retention, growth, product development, market position, financial results, and reserves. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on management’s current beliefs, expectations, and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy, and other future conditions. Because forward-looking statements relate to the future, they are difficult to predict and many of which are outside of our control. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include those factors discussed under the caption “Risk Factors” in our annual report on Form 10-K, along with our other filings with the U.S. Securities and Exchange Commission (“SEC”). However, those factors should not be considered to be a complete statement of all potential risks and uncertainties. Additional risks and uncertainties not known to us or that we currently deem immaterial may also impair our business operations. Forward-looking statements are based only on information currently available to our management and speak only as of the date of this communication. We do not assume any obligation to publicly provide revisions or updates to any forward- looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws. Please consult our public filings with the SEC or on our website at www.clarivate.com. Non-GAAP Financial Measures This presentation contains financial measures which have not been calculated in accordance with United States generally accepted accounting principles (“GAAP”), including Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Diluted EPS, Free Cash Flow, and Organic/Inorganic Revenues because they are a basis upon which our management assesses our performance, and we believe they reflect the underlying trends and indicators of our business. Although we believe these measures may be useful for investors for the same reasons, these financial measures should not be considered as an alternative to GAAP financial measures as a measure of the Company’s financial condition, profitability, performance and liquidity. In addition, these financial measures may not be comparable to similar measures used by other companies. At the Appendix to this presentation, we provide further descriptions of these non-GAAP measures and reconciliations of these non-GAAP measures to the corresponding most closely related GAAP measures. Industry and Market Data In this presentation, we refer to certain information and statistics from third-party sources. Although we believe that these sources are reliable, we have not independently verified the accuracy or completeness of such third-party sources and disclaim any liability with respect to the data therein that have been included in this presentation and cannot guarantee their accuracy or completeness. Safe Harbor Statement and Non-GAAP Financial Measures 3

 
Agenda 1. Introduction 2. Business Review 3. Financial Review 4. Q&A Mark Donohue Vice President Investor Relations Jonathan Gear Chief Executive Officer Jonathan Collins Executive Vice President and Chief Financial Officer All 4

 
Jonathan Gear Chief Executive Officer 2. Business Review

 
Q2 2023 highlights 6 ~Flat organic growth1 3% org. subscription growth1 43% margin1 +3% points YoY 37% conversion +$55M YoY (1₵) YoY Divestiture and interest rates Revenues Adj. EBITDA¹ Free Cash Flow1 Adj. EPS1 $669M $285M $105M 21₵ Onboarded new segment presidents and embedded operating model Partnership with AI21 Labs as part of generative AI strategy Launched AI-powered Brand Landscape Analyzer for IP professionals Developed Cortellis™ Generative AI Proof of Concept Published 2022 sustainability report, advancing on our ESG goals 1See the Appendix for a reconciliation of GAAP to Non-GAAP measures.

 
A&G growth continued in Research & Analytics and key wins across Workflow Software Solutions 7 A&G Segment Highlights • Successfully expanded industry-leading metric, Journal Impact Factor, to more than 9,000 additional quality journals, to reinforce role as reliable indicator of trustworthiness, as well as a measure of scholarly impact, at the journal level • Integrated ProQuest™ Dissertations & Theses Global and Web of Science™ Platforms enhancing analysis of emerging research trends and early career scholarship. Released July 13, 2023 • Launched ProQuest One Psychology providing ejournals articles, ebooks, streaming videos and dissertations in a single search interface offering the single largest collection of vetted, multi-format scholarly content A&G Business Performance • Bar Veinstein joined as President, bringing 10+ years of industry experience • Continued growth momentum across Research and Analytics ; new subscription growth rate up 840 bps 1H ‘23 • Achieved key wins across Workflow Software Solutions with flagship library software solution, Alma™

 
IP key wins with flagship IP management system IPfolio and differentiated product integrations 8 IP Segment Highlights • Signed largest ever patent annuities deal, commencing Jan ’24 • Mitsubishi Electric selected IPfolio™ to optimize IP management operations • Launched the next generation of AI-powered IP forecasting tools, enabling greatly improved cost management and tracking, budget planning, and reporting • Published Clarivate Top 100 New Brands™ report, using our transformative brand IP intelligence to identify new brands which have surged in popularity IP Business Performance • Gordon Samson assigned as President, leveraging 9+ years industry experience at CPA Global • Driving turnaround in Patent Intelligence business through product innovation • ‘23 revenue shortfall of ~$20m in Patent Renewals business largely driven by lower industry volumes due to macro forces; expect to return to historical growth in ’24

 
LS&H new product releases across R&D and healthcare provider solutions 9 LS&H Segment Highlights • Multi-million-dollar RWD analytics project extension at top 5 Pharma company • Expanded Cortellis™ product portfolio, strengthening Competitive Intelligence offerings with Cortellis™ Analyst Forecast • US FDA signed three-year extension, enabling agency-wide access to OFF- X™ translational safety intelligence solution • Released new version of Healthbase platform, providing market intelligence on 3,200+ health systems and 2M+ health practitioners LS&H Business Performance • Henry Levy joined as President, with 20+ years experience across Life Sciences consulting, CRO and SaaS leadership • Commercialization sub-segment experiencing macro headwinds • Pivoting near-term real-world data (RWD) go-to-market strategy to optimize long-term success of analytics platform • ~$40m revenue shortfall in ’23 in commercialization products (RWD) and services (consulting) caused by macro forces and near-term channel strategy

 
• Strategic partnership with AI21 Labs, a pioneer in generative AI • Partnership will combine curated and trusted Clarivate content with AI21 Labs’ state-of-the-art large language models (LLM’s) for AI-powered conversational search and discovery • Rigorous internal and external testing to ensure our commitment to using AI responsibly and effectively whilst upholding core academic principles and values • Roll out in partnership with our customers, user groups and partners Partnership with AI21 Labs as part of Generative AI Strategy Unleashing the power of AI to shape the next generation of solutions for libraries and academic institutions Conversational Discovery Curated and Trusted Content State of Art LLM’s 10

 
• Charts a new direction for trademark and brand research, empowering IP professionals to make decisions with greater agility, efficiency and confidence • Brings together curated Clarivate content (trademarks, case law and competitive intelligence) with cloud technology and proprietary patented AI and machine learning powered analytics • Provides IP professional with a real-time, holistic view of brand risk through an integrated solution, accelerating time to market and enabling informed decision making in hours, instead of days • Future product releases to leverage AI capabilities in order to identify intellectual property infringements Single workflow solution enabling instant assessment of brand commercial and legal risks Launched AI-powered Brand Landscape Analyzer for IP professionals 11 Proprietary Clarivate Content Integrated Workflow Solution AI Powered Analytics Engine 5M+ Global Trademark Litigation Cases 185+ Global Trademark Registers

 
Developed Cortellis™ Generative AI Proof of Concept 12 Proprietary Data Billions of proprietary data points across solutions Analytical Transparency History of infusing AI across solutions to drive insights Accurate Intelligence 100+ years of deep industry and domain expertise • Developed proof of concept fusing LLM’s and proprietary capabilities / algorithms bringing together structured and unstructured Life Science & Healthcare data, enabling customers to interact with complex data and make informed decisions faster • Launched proof of concept to select group of customers, ~50 for feedback and input into future development • Proof of concept will underpin conversational discovery across broader Clarivate Life Sciences & Healthcare datasets, and future releases planned for later this year, spanning R&D and strategy and business development Bringing together curated Life Science & Healthcare datasets and Generative AI capabilities

 
Published 2022 sustainability report, advancing on our ESG goals 13 46% of 2022 Clarivate revenue is aligned with UN Sustainable Development Goals 25,000 hours Volunteered by Clarivate colleagues around the world in 2022 81M+ patients supported through chronic diseases by improving their understanding of medicines 130M+ students use our solutions to enhance their learning and research experience 48/50 of the top R&D companies work with us to accelerate innovation Shortlisted for 2023 Responsible Business Award | Sustainable Development Goals Pioneer Award

 
Jonathan Collins Chief Financial Officer 3. Financial Review

 
Q2 2023 Financial Results 15 Changes from Prior Year $m except per share data Q2 ‘23 Q2 ‘22 Change Revenues, net $669 $687 $(18) Income / (Loss) from Operations (88) 86 (174) M-t-M (Gain) / Loss on private warrants (3) (49) 46 Interest Expense, Net 73 62 11 Income Tax Expense (Benefit) (35) 11 (46) Net Income (Loss) attributable to ordinary shares $(142) $44 $(186) Net Income / (Loss) Per Share, basic $(0.21) $0.06 $(0.27) Adjusted EBITDA1 285 274 11 Adjusted EBITDA Margin1 42.6% 39.9% 270 bps Adjusted Diluted EPS1 $0.21 $0.22 $(0.01) Operating Cash Flow $162 $97 $65 Capital Spending 58 48 10 Free Cash Flow1 105 50 55 Revenues • Revenues are lower due to divestiture of MarkMonitor Domains business in Q4 2022 Net Income • Non-cash impairment of intangible assets of $135m • Change in net foreign exchange loss impact of $35m Operating Cash Flow • Operating cash flow increased $65m on lower working capital requirements • Increased capital spending to drive product innovation 1See the Appendix for a reconciliation of GAAP to Non-GAAP measures.

 
Changes from Prior Year Q2 2023 Revenues and Adj. EBITDA1 16 Organic Growth • Subscription growth at 3% • Transactional and re-occurring declined 5% Inorganic Impact • Divestiture of MarkMonitor business in Q4 2022 Cost Synergies • Carryover savings from PQ acquisition integration, net of certain costs to achieve Foreign Exchange • Favorable translation impact on weaker USD • Profit benefit exceeds revenue as transactional FX loss in Q2 ‘22 did not repeat in Q2 ’23 1See the Appendix for a reconciliation of GAAP to Non-GAAP measures. Q2 2022A Organic1 Inorganic1 Cost Synergies FX Q2 2023A $687 ($3) ($21) $6 $669 $274 39.9% $285 42.6% ($3) ($10) $15 $9 Revenues Adj. EBITDA1 Year + Better - Worse $ millions

 
Q2 2023 Cash Flow 17 Changes from Prior Year Free Cash Flow • Interest cost increase due to higher interest rates partially offset by deleveraging • Working capital improvement due to unwind of patent renewal accelerations in Q2 ’22 and improved collections Capital Allocation • $25m term loan repayment in April bringing H1 total to $150m • Net leverage at 4.0x as of 6/30 • Obtained approval from shareholders to extend share repurchase authorization • Other includes $10m deferred proceeds from MarkMonitor 1See the Appendix for a reconciliation of GAAP to Non-GAAP measures. $m Q2 ‘23 Q2 ‘22 Change Adj. EBITDA1 $285 $274 $11 One-Time Costs (14) (17) 3 Interest (96) (86) (10) Taxes (20) (20) - Working Capital / Other 7 (54) 61 Operating Cash Flow 162 97 65 Capital Spending (58) (48) (10) Free Cash Flow1 $105 $50 $55 Conversion 37% 18% +19%pts Preferred Dividend (19) (19) - Share Repurchase - (120) 120 Debt Repayment (25) (7) (18) Other 11 (45) 56 Cash Flow $72 $(141) $213

 
Updated FY 2023 Outlook 18 Updated Full Year Guidance Ranges Organic Growth • Lowering range by ~225 bps at mid-point or ($60)m • LS&H driving ~150 bps or ~($40)m due to commercialization products and services • IP driving ~75 bps or ~($20)m due to patent renewals Revenues • Mid-point at low end of original range as organic reduction partially offset by ~$20m of favorable Fx translation net of ~$(5)m from small divestiture (Q4) Profit Margin and EPS • At mid-point of original ranges Free Cash Flow • Slightly lower on reduced Adj. EBITDA and higher interest 1See the Appendix for a reconciliation of GAAP to Non-GAAP measures. Updated Guidance MidpointUpdated Guidance Range Organic Growth1 0.0% 3.75%2.0% ~1.0% 2.75% Free Cash Flow1 $450m $550m $500m Profit Margin1 42.0% 42.5% ~42.25% Adj. Diluted EPS1 75₵ 85₵ ~80₵ Revenues $2,600m $2,730m ~$2,635m $2,670m Adj. EBITDA1 $1,090m $1,160m ~$1,115m $1,140m Original Guidance Range 83₵77₵ ~$475m $2,630m $1,100m

 
FY 2023 Organic Growth Phasing 19 Subscription • Expect stable growth from subscription business, which comprises ~60% of total revenues Re-occurring • Anticipate sequential improvement in re-occurring revenues due to timing of accelerations in 2022 partially offset by lower volumes Transactional • Expect transactional business to improve in H2 due to softer comps Revenue Type First Half Second Half2 Full Year Subscription1 3% ~3% ~3% Re-occurring1 (2)% ~2% ~0% Transactional1 (8)% ~0% ~(4)% Organic Growth1 0% ~2% ~1% 1See the Appendix for a reconciliation of GAAP to Non-GAAP measures. 2Growth numbers assume the mid-point of the revised guidance range.

 
Updated FY 2023 Revenues and Adj. EBITDA1 Outlook 20 Organic Growth • Largely driven by A&G segment as LS&H and IP expected to be relatively flat Inorganic Impact • Primarily ~$65m MarkMonitor divestment in Q4 2022 • ~$5m IP divestment in Q4 2023 Cost Synergies • Carry over savings from PQ acquisition integration, net of certain costs to achieve Foreign Exchange • Favorable translation impact on weaker USD • Profit headwind despite revenue benefit as transactional FX gains in ‘22 will not repeat in ’23 1See the Appendix for a reconciliation of GAAP to Non-GAAP measures. 2022A Organic1 Inorganic1 Cost Synergies FX 2023T $2,660 ~$25 ~($70) ~$20 ~$2,635 $1,113 41.8% ~$1,115 ~42.3% ~$0 ~($30) ~$40 ~($10) Changes from Prior Year Revenues Adj. EBITDA1 Year + Better - Worse $ millions

 
Updated FY 2023 Cash Flow Outlook 21 Changes from Prior Year Free Cash Flow • One-time costs better than prior year due to materially lower acquisition integration costs • Interest cost increase due to higher interest rates partially offset by deleveraging • Lower working capital requirements offsetting increased capital spending to drive product innovation Capital Allocation • Flexibility of balanced capital allocation in H2 between debt prepayment and share repurchase • Anticipate achieving leverage target of <4x by year end 1See the Appendix for a reconciliation of GAAP to Non-GAAP measures. 2 2022 actuals includes costs related to acquisitions and divestitures and change in restricted cash relating to the CPA Global employee benefits payment. $m 2023 Outlook 2022 Actuals Change Adj. EBITDA1 ~$1,115 $1,113 ~$0 One-Time Costs ~(60) (215) ~155 Interest ~(275) (252) ~(25) Taxes ~(50) (64) ~15 Working Capital / Other ~(10) (73) ~65 Operating Cash Flow ~720 509 ~210 Capital Spending ~(245) (203) ~(40) Free Cash Flow1 ~$475 $306 ~$170 Conversion ~43% 28% ~15% Preferred Dividend ~(75) (75) ~0 Share Repurchase ~(400) (175) ~275 Debt Repayment (500) Other2 ~0 362 ~(360) Cash Flow ~$0 $(82) ~$80

 
Financial Objectives 22 H1 KPIs... Flat Organic Growth 160bps Profit Margin Expansion 51% Free Cash Flow Conversion $150M Term Loan Pre-payment Accelerate organic growth to market levels 1 Durable margins through the investment cycle 2 Attractive cash flow engine 3 Disciplined capital allocation 4 In Line / Exceeding Expectations Below Expectations

 
4. Q&A Session

 
© 2023 Clarivate Clarivate and its logo, as well as all other trademarks used herein are trademarks of their respective owners and used under license. About Clarivate Clarivate is the leading global information services provider. We connect people and organizations to intelligence they can trust to transform their perspective, their work and our world. Our subscription and technology-based solutions are coupled with deep domain expertise and cover the areas of Academia & Government, Life Sciences & Healthcare and Intellectual Property. For more information, please visit clarivate.com

 
Appendix

 
This presentation contains financial measures which have not been calculated in accordance with generally accepted accounting principles in the United States of America (“US GAAP“), including Organic/Inorganic Revenues, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Diluted EPS and Free Cash Flow because they are a basis upon which our management assesses our performance, and we believe they reflect the underlining trends and indicators of our business. Organic/Inorganic Revenues Organic revenues illustrates growth in businesses owned by the Company after twelve months, at constant currency. Inorganic revenues illustrates growth in the business via acquisitions and divestitures. Adjusted EBITDA Adjusted EBITDA represents Net income (loss) before the provision for income taxes, depreciation and amortization, interest income and expense adjusted to exclude acquisition and disposal-related transaction costs (such costs include net income from continuing operations before provision for income taxes, depreciation and amortization and interest income and expense from divestitures), share-based compensation, mandatory convertible preferred share dividend expense, unrealized foreign currency remeasurement, transformational and restructuring expenses, acquisition-related adjustments to deferred revenues prior to the adoption of FASB ASU No. 2021-08 in 2021, non-operating income or expense, the impact of certain non-cash mark-to-market adjustments on financial instruments, legal settlements, impairments, and other items that are included in net income (loss) for the period that the Company does not consider indicative of its ongoing operating performance and certain unusual items impacting results in a particular period. In evaluating Adjusted EBITDA, you should be aware that in the future the Company may incur expenses that are the same as or similar to some of the included adjustments. The Company’s presentation of Adjusted EBITDA should not be construed as an inference that the Company’s future results will be unaffected by any of the adjusted items, or that the Company’s projections and estimates will be realized in their entirety or at all. © 2023 Clarivate Plc. All rights reserved. 26 Presentation of Certain Non-GAAP Financial Measures 26

 
Adjusted EBITDA The use of Adjusted EBITDA instead of US GAAP has limitations as an analytical tool, and you should not consider Adjusted EBITDA in isolation, or as a substitute for analysis of the Company’s results of operations and operating cash flows as reported under US GAAP. For example, Adjusted EBITDA does not reflect: – the Company’s cash expenditures or future requirements for capital expenditures – changes in, or cash requirements for, the Company’s working capital needs – interest expense, or the cash requirements necessary to service interest or principal payments, on the Company’s debt – any cash income taxes that the Company may be required to pay – any cash requirements for replacements of assets that are depreciated or amortized over their estimated useful lives and may have to be replaced in the future – all non-cash income or expense items that are reflected in the Company’s statements of cash flows The Company’s definition of and method of calculating Adjusted EBITDA may vary from the definitions and methods used by other companies when calculating Adjusted EBITDA, which may limit their usefulness as comparative measures. The Company prepared the information included in this presentation based upon available information and assumptions and estimates that it believes are reasonable. The Company cannot assure you that its estimates and assumptions will prove to be accurate. Adjusted EBITDA Margin Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by Revenues, net plus the impact of the deferred revenue purchase accounting adjustments relating to acquisitions prior to 2021. © 2023 Clarivate Plc. All rights reserved. 27 Presentation of Certain Non-GAAP Financial Measures 27

 
Adjusted Net Income and Adjusted Diluted EPS We use Adjusted Net Income and Adjusted Diluted Earnings Per Share ("Adjusted Diluted EPS") in our analysis of the financial performance of the Company. We believe Adjusted Net Income and Adjusted Diluted EPS are meaningful measures of the performance of the Company because they adjust for items that do not directly affect our ongoing operating performance in the period. Adjusted Net Income is calculated using Net income (loss), adjusted to exclude acquisition or disposal-related transaction costs (such costs include net income from continuing operations before the provision for income taxes, depreciation and amortization and interest income and expense from the divested business), amortization related to acquired intangible assets, share- based compensation, mandatory convertible preferred share dividend expense, unrealized foreign currency remeasurement, transformational and restructuring expenses, acquisition- related adjustments to deferred revenues, the impact of certain non-cash mark-to-market adjustments on financial instruments, legal settlements, impairments, and other items that are included in net income (loss) for the period that the Company does not consider indicative of its ongoing operating performance and certain unusual items impacting results in a particular period, and the income tax impact of any adjustments. We calculate Adjusted Diluted EPS by using Adjusted Net Income divided by Adjusted diluted weighted average shares for the period. The Adjusted diluted weighted average shares assumes that all instruments in the calculation are dilutive. Free Cash Flow We use Free Cash Flow in our operational and financial decision-making and believe Free Cash Flow is useful to investors because similar measures are frequently used by securities analysts, investors, ratings agencies and other interested parties to evaluate the ability of companies to service their debt. Free Cash Flow is calculated using net cash provided by operating activities, less capital expenditures. © 2023 Clarivate Plc. All rights reserved. 28 Presentation of Certain Non-GAAP Financial Measures 28

 
© 2023 Clarivate Plc. All rights reserved. 29 The following table presents the amounts of our subscription, re-occurring, and transactional and other revenues, including as a percentage of our total revenues, for the periods indicated, as well as the drivers of the variances between periods. Variance Increase/(Decrease) Percentage of Factors Increase/(Decrease) Three Months Ended June 30, Total Variance (Dollars) Total Variance (Percentage) Acquisitions Disposals FX Impact Organic (in millions, except percentages); (unaudited) 2023 2022 Subscription revenues $ 406.0 $ 407.4 $ (1.4) (0.3) % — % (4.4) % 1.2% 2.9% Re-occurring revenues 111.0 112.0 (1.0) (0.9) % — % — % 0.7% (1.6)% Transactional and other revenues 151.8 168.0 (16.2) (9.6) % — % (2.3) % 0.2% (7.5)% Deferred revenues adjustment — (0.8) 0.8 100.0 % 100.0% — % — % —% Revenues, net $ 668.8 $ 686.6 $ (17.8) (2.6) % 0.1 % (3.2) % 0.9 % (0.4) % Reconciliation of Non-GAAP Financial Measures (QTD) 29

 
© 2023 Clarivate Plc. All rights reserved. 30 Variance Increase/(Decrease) Percentage of Factors Increase/(Decrease) Six Months Ended June 30, Total Variance (Dollars) Total Variance (Percentage) Acquisitions Disposals FX Impact Organic (in millions, except percentages); (unaudited) 2023 2022 Subscription revenues $ 799.2 $ 811.2 $ (12.0) (1.5) % — % (4.4)% — % 2.9% Re-occurring revenues 218.7 226.5 (7.8) (3.4) % — % — % (1.8)% (1.7)% Transactional and other revenues 280.0 311.7 (31.7) (10.2) % — % (1.5)% (0.8)% (7.9)% Deferred revenues adjustment — (0.6) 0.6 100.0 % 100.0 % — % — % —% Revenues, net $ 1,297.9 $ 1,348.8 $ (50.9) (3.8) % — % (3.0) % (0.5) % (0.3)% Reconciliation of Non-GAAP Financial Measures (YTD) 30 The following table presents the amounts of our subscription, re-occurring, and transactional and other revenues, including as a percentage of our total revenues, for the periods indicated, as well as the drivers of the variances between periods.

 
Net Income (Loss) to Adjusted EBITDA © 2023 Clarivate Plc. All rights reserved. 31 Three Months Ended June 30, Six Months Ended June 30, (in millions); (unaudited) 2023 2022 2023 2022 Net income (loss) attributable to ordinary shares $ (141.7) $ 43.7 $ (117.0) $ 94.5 Dividends on preferred shares 18.6 18.7 37.4 37.4 Net income (loss) (123.1) 62.4 (79.6) 131.9 (Benefit) provision for income taxes (35.3) 10.5 (98.9) 26.8 Depreciation and amortization 178.1 175.6 350.7 352.0 Interest expense and amortization of debt discount, net 73.0 62.3 146.6 121.8 Deferred revenues adjustment — 0.8 — 0.6 Transaction related costs(1) 0.7 5.1 2.4 11.8 Share-based compensation expense 30.5 22.1 71.7 59.1 Restructuring and lease impairments(2) 12.2 19.2 21.6 30.9 Goodwill and intangible asset impairments(3) 135.2 — 135.2 — Mark-to-market gain on financial instruments(4) (2.9) (49.0) (1.8) (149.4) Other(5) 16.5 (34.6) (10.3) (48.8) Adjusted EBITDA $ 284.9 $ 274.4 $ 537.6 $ 536.7 Adjusted EBITDA Margin 42.6% 39.9% 41.4% 39.8% Descriptions Adjusted EBITDA adjustments 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. 2. Primarily reflects severance and related benefit costs related to approved restructuring programs. 3. Primarily includes the intangible assets impairment recorded during the three months ended June 30, 2023 related to Assets Held for Sale and Divested Operations. 4. Reflects mark-to-market adjustments on the Private Placement Warrants under ASC 815, Derivatives and Hedging. 5. The current year periods primarily include net losses on foreign exchange re- measurement and other individually insignificant items that do not reflect our ongoing operating performance. The current year-to-date period was offset by a gain on legal settlement. The prior year periods include net gains on foreign exchange re-measurement and other individually insignificant items that do not reflect our ongoing operating performance. Reconciliation of Non-GAAP Financial Measures 31

 
FY 2022 Net Loss to Adjusted EBITDA © 2023 Clarivate Plc. All rights reserved. 32 Descriptions Adjusted EBITDA adjustments 1. Reflects the deferred revenues adjustment made as a result of purchase accounting prior to the adoption of ASU No. 2021-08, "Accounting for Contract Assets and Contract Liabilities from Contracts with Customers". This guidance was applied retrospectively to all business combinations for which the acquisition date occurs during or subsequent to 2021. 2. 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. 3. Represents the net gain from the sale of the MarkMonitor Domain Management business. 4. Primarily reflects costs related to restructuring and impairment associated with the One Clarivate and ProQuest restructuring programs. 5. Reflects mark-to-market adjustments on the Private Placement Warrants under ASC 815, Derivatives and Hedging. 6. Primarily reflects the net impact of foreign exchange gains and losses related to the re- measurement of balances and other items that do not reflect our ongoing operating performance. Year Ended December 31, (in millions); (unaudited) 2022 Net loss attributable to ordinary shares $ (4,035.6) Dividends on preferred shares 75.4 Net loss (3,960.2) (Benefit) provision for income taxes (28.9) Depreciation and amortization 710.5 Interest expense and amortization of debt discount, net 270.3 Deferred revenues adjustment(1) 1.0 Transaction related costs(2) 14.2 Share-based compensation expense 102.2 Gain on sale of divestitures(3) (278.5) Restructuring and impairment(4) 66.7 Goodwill impairment 4,449.1 Mark-to-market gain on financial instruments(5) (206.8) Other(6) (26.9) Adjusted EBITDA $ 1,112.7 Adjusted EBITDA Margin 41.8 % Reconciliation of Non-GAAP Financial Measures 32

 
© 2023 Clarivate Plc. All rights reserved. 33 Descriptions Adjusted Net Income and Adjusted Diluted EPS adjustments 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. 2. Primarily reflects severance and related benefit costs related to approved restructuring programs. 3. Primarily includes the intangible assets impairment recorded during the three months ended June 30, 2023 related to Assets Held for Sale and Divested Operations. 4. Reflects mark-to-market adjustments on the Private Placement Warrants under ASC 815, Derivatives and Hedging. 5. The current year periods primarily include net losses on foreign exchange re-measurement and other individually insignificant items that do not reflect our ongoing operating performance. The current year-to-date period was offset by a gain on legal settlement. The prior year periods include net gains on foreign exchange re-measurement and other individually insignificant items that do not reflect our ongoing operating performance. Three Months Ended June 30, 2023 2022 (in millions, except per share amounts); (unaudited) Amount Per Share Amount Per Share Net loss attributable to ordinary shares, diluted $ (141.7) $ (0.21) $ (3.1) $ — Change in fair value of private placement warrants — — 46.8 0.07 Net (loss) income attributable to ordinary shares (141.7) (0.21) 43.7 0.06 Dividends on preferred shares 18.6 0.03 18.7 0.03 Net (loss) income (123.1) (0.18) 62.4 0.09 Deferred revenues adjustment — — 0.8 — Transaction related costs(1) 0.7 — 5.1 0.01 Share-based compensation expense 30.5 0.05 22.1 0.03 Amortization related to acquired intangible assets 143.5 0.21 146.1 0.22 Restructuring and lease impairments(2) 12.2 0.02 19.2 0.03 Goodwill and intangible asset impairments(3) 135.2 0.20 — — Mark-to-market gain on financial instruments(4) (2.9) — (49.0) (0.07) Other(5) 16.5 — (34.6) (0.08) Income tax impact of related adjustments (60.4) (0.09) (7.0) (0.01) Adjusted Net Income and Adjusted Diluted EPS $152.2 $ 0.21 $ 165.1 $ 0.22 Adjusted weighted average ordinary shares (Diluted) 734.9 736.6 Reconciliation of Non-GAAP Financial Measures (QTD) 33 Net Loss and Net Loss Per Share to Adjusted Net Income and Adjusted Diluted EPS

 
© 2023 Clarivate Plc. All rights reserved. 34 Descriptions Adjusted Net Income and Adjusted Diluted EPS adjustments 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. 2. Primarily reflects severance and related benefit costs related to approved restructuring programs. 3. Primarily includes the intangible assets impairment recorded during the three months ended June 30, 2023 related to Assets Held for Sale and Divested Operations. 4. Reflects mark-to-market adjustments on the Private Placement Warrants under ASC 815, Derivatives and Hedging. 5. The current year periods primarily include net losses on foreign exchange re-measurement and other individually insignificant items that do not reflect our ongoing operating performance. The current year-to-date period was offset by a gain on legal settlement. The prior year periods include net gains on foreign exchange re-measurement and other individually insignificant items that do not reflect our ongoing operating performance. Six Months Ended June 30, 2023 2022 (in millions, except per share amounts); (unaudited) Amount Per Share Amount Per Share Net loss attributable to ordinary shares, diluted $ (117.0) $ (0.17) $ (47.2) $ (0.07) Change in fair value of private placement warrants — — 141.7 0.21 Net (loss) income attributable to ordinary shares (117.0) (0.17) 94.5 0.14 Dividends on preferred shares 37.4 0.06 37.4 0.05 Net income (loss) (79.6) (0.12) 131.9 0.19 Deferred revenues adjustment — — 0.6 — Transaction related costs(1) 2.4 — 11.8 0.02 Share-based compensation expense 71.7 0.11 59.1 0.09 Amortization related to acquired intangible assets 287.9 0.43 295.8 0.43 Restructuring and lease impairments(2) 21.6 0.03 30.9 0.05 Goodwill and intangible asset impairments(3) 135.2 0.20 — — Mark-to-market gain on financial instruments(4) (1.8) — (149.4) (0.22) Other(5) (10.3) (0.05) (48.8) (0.11) Income tax impact of related adjustments (144.0) (0.21) (11.7) (0.02) Adjusted net income and Adjusted Diluted EPS $ 283.1 $ 0.39 $ 320.2 $ 0.43 Adjusted weighted average ordinary shares (Diluted) 734.8 741.6 Reconciliation of Non-GAAP Financial Measures (YTD) 34 Net Loss and Net Loss Per Share to Adjusted Net Income and Adjusted Diluted EPS

 
© 2023 Clarivate Plc. All rights reserved. 35 Three Months Ended June 30, Six Months Ended June 30, (in millions); (unaudited) 2023 2022 2023 2022 Net cash provided by operating activities $ 162.4 $ 97.2 $ 389.9 $ 164.6 Capital expenditures (57.6) (47.7) (116.9) (89.1) Free cash flow $ 104.8 $ 49.5 $ 273.0 $ 75.5 Year Ended December 31, (in millions); (unaudited) 2022 Net cash provided by operating activities $ 509.3 Capital expenditures (202.9) Free cash flow $ 306.4 Reconciliation of Non-GAAP Financial Measures 35 Net Cash Provided By Operating Activities to Free Cash Flow

 
© 2023 Clarivate Plc. All rights reserved. 36 Year Ending December 31, 2023 (Forecasted) Low High (in millions) Net loss attributable to ordinary shares $(217) $(167) Dividends on preferred shares(1) 75 75 Net loss (142) (92) Provision for income taxes (55) (55) Depreciation and amortization 709 709 Interest expense and amortization of debt discount, net 288 288 Restructuring and lease impairments(2) 33 33 Goodwill and intangible asset impairments(3) 135 135 Transaction related costs 2 2 Mark to market adjustment on financial instruments (2) (2) Share-based compensation expense 131 131 Other(4) (10) (10) Adjusted EBITDA $ 1,090 $ 1,140 Adjusted EBITDA margin 42.0 % 42.5 % Variance Increase/(Decrease) Percentage of Factors Increase/(Decrease) Year Ending December 31, Total Variance (Dollars) Total Variance (Percentage) Acquisitions Disposal FX Impact Organic (in millions) 2023 Outlook mid- point 2022 Revenues, net $ 2,635 $ 2,660 $ (25) (0.9) % — % (2.6) % 0.7 % 1.0% Descriptions 1. Dividends on our mandatory convertible preferred shares (“MCPS”) are payable quarterly at an annual rate of 5.25% of the liquidation preference of $100 per share. For the purposes of calculating net loss attributable to Clarivate, we have excluded the accrued and anticipated MCPS dividends. 2. Primarily reflects restructuring costs expected to be incurred in 2023 associated with the ProQuest acquisition and Segment Optimization restructuring programs. 3. Primarily includes the intangible assets impairment recorded in connection with a disposal group held-for-sale as of June 30, 2023 4. Primarily includes the gain on legal settlement partially offset by a net loss on foreign exchange re-measurement. The following table presents our calculation of Revenues, net for the FY2023 outlook: Revenues, net Adjusted EBITDA The following table presents our calculation of Adjusted EBITDA for the FY2023 outlook and reconciles this measure to our Net income (loss) for the same period: Reconciliation of Non-GAAP Financial Measures 36

 
© 2023 Clarivate Plc. All rights reserved. 37 Year Ending December 31, 2023 (Forecasted) Low High Per Share Per Share Net loss attributable to ordinary shares $ (0.29) $ (0.23) Dividends on preferred shares(1) 0.10 0.10 Net loss (0.19) (0.13) Restructuring and impairments(2) 0.04 0.04 Goodwill and intangible asset impairments(3) 0.18 0.18 Share-based compensation expense 0.18 0.18 Amortization related to acquired intangible assets 0.78 0.78 Other(4) (0.01) (0.01) Income tax impact of related adjustments (0.21) (0.21) Adjusted Diluted EPS $ 0.77 $ 0.83 Weighted average ordinary shares (Diluted)(5) 738 million Descriptions Adjusted Diluted EPS Adjustments 1. Dividends on our mandatory convertible preferred shares (“MCPS”) are payable quarterly at an annual rate of 5.25% of the liquidation preference of $100 per share. For the purposes of calculating net loss attributable to Clarivate, we have excluded the accrued and anticipated MCPS dividends. 2. Primarily reflects restructuring costs expected to be incurred in 2023 associated with the ProQuest acquisition and Segment Optimization restructuring programs. 3. Primarily includes the intangible assets impairment recorded in connection with a disposal group held-for-sale as of June 30, 2023 4. Primarily includes the gain on legal settlement offset by a net loss on foreign exchange re-measurement. 5. For the purposes of calculating adjusted earnings per share, the Company has excluded the accrued and anticipated MCPS dividends and assumed the “if-converted” method of share dilution. The following table presents our calculation of Adjusted Diluted EPS for the FY2023 outlook and reconciles this measure to our Net income (loss) per share for the same period: Reconciliation of Non-GAAP Financial Measures 37 Net Income (Loss) Per Fully Diluted Weighted Shares Outstanding to Adjusted Diluted EPS

 
© 2023 Clarivate Plc. All rights reserved. 38 Year Ending December 31, 2023 (Forecasted) (in millions) Low High Net cash provided by operating activities $ 695 $ 745 Capital expenditures (245) (245) Free cash flow $ 450 $ 500 Reconciliation of Non-GAAP Financial Measures 38 Net Cash Provided by Operating Activities to Free Cash Flow The following table presents our calculation of Free cash flow for the FY2023 outlook and reconciles this measure to our Net cash provided by operating activities for the same period:

 
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