8-K

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

May 9, 2023 (May 4, 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 class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary Shares, no par value	CLVT	New York Stock Exchange
5.25% Series A Mandatory Convertible Preferred Shares, no par value	CLVT PR A	New 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 May 9, 2023, Clarivate Plc (the “Company”) issued a press release announcing earnings for the first quarter ended March 31, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b)

Steen Lomholt-Thomsen, Chief Revenue Officer of Clarivate Plc (the “Company”) will depart from his position, effective July 1, 2023. Following such date, Mr. Lomholt-Thomsen will remain available in an advisory capacity until December 31, 2023.

(e)

On May 4, 2023, the Company entered into a separation agreement with Mr. Lomholt-Thomsen. Pursuant to the terms of the separation agreement, Mr. Lomholt-Thomsen will remain an employee of the Company through December 31, 2023 and will be eligible to receive his base salary and contractual benefits through such date. The separation agreement provides that, subject to Mr. Lomholt-Thomsen’s execution of a release of claims and continued compliance with the terms of the separation agreement (including restrictive covenants), following Mr. Lomholt-Thomsen’s departure from the Company he will be entitled to benefits under the Company’s Executive Severance Plan, consisting of the following: (i) cash severance in the total amount of approximately $1,690,471 (converted from pounds (GBP) at the exchange rate as of May 4, 2023) payable (a) one-third within 30 days of his termination date and (b) two-thirds within 90 days of his termination date; and (ii) accelerated vesting of 192,054 unvested restricted stock units. In addition, Mr. Lomholt-Thomsen will remain eligible to receive a 2023 annual bonus under the Company’s annual incentive plan, calculated based on actual performance and paid at such time as bonuses are generally paid.

Pursuant to the terms of the separation agreement, Mr. Lomholt-Thomsen is subject to certain restrictive covenants, and reaffirmed the restrictive covenants contained in his contract of employment with the Company, including 12-month post-termination non-compete and non-solicit obligations, a perpetual confidentiality obligation, a cooperation covenant and intellectual property assigning provisions.

The foregoing description of the agreement with Mr. Lomholt-Thomsen contained herein does not purport to be complete and is qualified in its entirety by reference to the complete text of his agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.

Item 7.01. Regulation FD Disclosure.

On May 9, 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	Press release issued by Clarivate Plc dated May 09, 2023
99.2	Supplemental Information dated May 09, 2023
104	The cover page from the Company's Current Report on Form 8-K dated May 9, 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: May 9, 2023	By: /s/ Jonathan M. Collins
	Name: Jonathan M. Collins
	Executive Vice President & Chief Financial Officer

EX-99.1

Clarivate Reports First Quarter 2023 Results

— Reaffirmed 2023 Outlook —

London, UK-- May 9, 2023 Clarivate Plc - (NYSE: CLVT) (the “Company” or “Clarivate”), a global leader in connecting people and organizations to intelligence they can trust to transform their world, today reported results for the first quarter ended March 31, 2023.

First Quarter 2023 Financial Highlights

•Revenues of $629.1 million decreased 5.0%, and 3.1% 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 and year-over-year strengthening of the US dollar

•Organic revenues(1) decreased 0.2% as an increase in subscription revenues of 3.1% was partially offset by a decline in re-occurring revenues of 1.7% and transactional and other revenues of 8.3%

•Net income attributable to ordinary shares of $24.7 million decreased $26.1 million driven by the mark-to-market gain on financial instruments in the prior year quarter and an increase in interest costs, which was partially offset by a tax benefit in the current year quarter; Net income per diluted share of $0.04 increased by $0.10

•Adjusted Net Income(1) of $130.9 million decreased 15.6%; Adjusted Income per diluted share(1) of $0.18 decreased 14.3% or $0.03

•Adjusted EBITDA(1) of $252.7 million decreased 3.7% driven by the divestiture of MarkMonitor, partially offset by cost savings from integration programs; Adjusted EBITDA Margin(1) of 40.2% increased 60 basis points

•Net cash provided by operating activities increased $160.1 million to $227.5 million; Free cash flow(1) increased $142.2 million to $168.2 million, allowing for continued deleveraging through further debt reduction

“Clarivate delivered results in line with our expectations for the first quarter including improved subscription revenue and strong cash flow,” said Jonathan Gear, Chief Executive Officer. “We hit a meaningful milestone with the growth inflection of Web of Science driven by higher renewals and an increase in new subscriptions. We recently completed the hiring of our three Segment Presidents, which will help us continue transforming into an insights-driven strategic partner with a keen focus on great customer experiences.”

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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 period.

	Three Months Ended March 31,				Change
(in millions, except percentages and per share data), (unaudited)	2023		2022		$		%
Revenues, net	$	629.1	$	662.2	$	(33.1)	(5.0)	%
Net income attributable to ordinary shares	$	24.7	$	50.8	$	(26.1)	(51.4)	%
Net income (loss) per share, diluted	$	0.04	$	(0.06)	$	0.10	166.7	%
Weighted-average ordinary shares (diluted)	679.3		688.0		—		(1.3)	%
Adjusted EBITDA(1)	$	252.7	$	262.3	$	(9.6)	(3.7)	%
Adjusted net income(1)	$	130.9	$	155.1	$	(24.2)	(15.6)	%
Adjusted diluted EPS(1)	$	0.18	$	0.21	$	(0.03)	(14.3)	%
Adjusted weighted-average ordinary shares (diluted)(1)	734.7		746.3		—		(1.6)	%
Net cash provided by operating activities	$	227.5	$	67.4	$	160.1	237.5	%
Free cash flow(1)	$	168.2	$	26.0	$	142.2	546.9	%
(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.

First Quarter 2023 Operating Results

Revenues, net for the first quarter decreased $33.1 million, or 5.0%, to $629.1 million, and decreased 3.1% on a constant currency basis(1), primarily due to the divestiture of MarkMonitor and the strengthening of the U.S. dollar which had a negative foreign exchange impact on revenue for the first quarter of 2023. Organic revenues(1) decreased $1.4 million or 0.2%.

Subscription revenues for the first quarter decreased $10.6 million, or 2.6%, to $393.2 million, and decreased 1.3% on a constant currency basis(1), due to the divestiture of MarkMonitor. Organic subscription revenues(1) increased 3.1%, primarily due to price increases and the benefit of net installations.

Re-occurring revenues for the first quarter decreased $6.8 million, or 5.9% to $107.7 million, and decreased 1.7% on a constant currency basis(1). Organic re-occurring revenues(1) decreased 1.7%, primarily driven by the timing of accelerated patent renewals in the prior year period.

Transactional and other revenues for the first quarter decreased $15.5 million, or 10.8%, to $128.2 million, and decreased 8.9% on a constant currency basis(1). Organic transactional and other revenues(1) decreased 8.3%. primarily due to lower transactional sales in Life Sciences & Healthcare and Intellectual Property.

Balance Sheet and Cash Flow

As of March 31, 2023, cash and cash equivalents of $364.2 million increased $15.4 million compared to December 31, 2022.

The Company's total debt outstanding as of March 31, 2023 was $4,946.1 million, a decrease of $125.2 million compared to December 31, 2022 due to a $125.0 million accelerated debt repayment on the Term Loan B.

Net cash provided by operating activities of $227.5 million for the three months ended March 31, 2023 increased $160.1 million compared to $67.4 million for the prior year, primarily due to the prior year employee

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payroll payments related to the CPA Global Equity Plan. Free cash flow(1) for the three months ended March 31, 2023, was $168.2 million, an increase of $142.2 million compared to the prior year period.

Reaffirmed Outlook for 2023 (forward-looking statement)

“We reaffirmed our 2023 outlook and continue to expect an acceleration of our organic growth through the remainder of this year given the strong comparisons in the first half of 2022,” said Jonathan Collins, Executive Vice President and Chief Financial Officer. “We anticipate generating strong cash flows and utilizing the proceeds to invest in product innovation and strengthen our balance sheet.”

The full year outlook presented below assumes no further acquisitions, divestitures, or unanticipated events.

	2023 Outlook
Revenues	$2.63B to $2.73B
Organic Revenue Growth	2.75% to 3.75%
Adjusted EBITDA	$1.10B to $1.16B
Adjusted EBITDA Margin	42.0% to 42.5%
Adjusted Diluted EPS(2)	$0.75 to $0.85
Free Cash Flow	$450M to $550M

(2)Adjusted Diluted EPS for 2023 is calculated based on approximately 740 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.

Conference Call and Webcast

Clarivate will host a conference call and webcast today to review the results for the first 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 337609. To join the webcast please visit https://events.q4inc.com/attendee/487478929. 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

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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.

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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.

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Condensed Consolidated Balance Sheets

(In millions)

(unaudited)

	March 31, 2023		December 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	364.2	$	348.8
Restricted cash	10.1		8.0
Accounts receivable, net	838.6		872.1
Prepaid expenses	111.4		89.4
Other current assets	127.0		76.9
Total current assets	1,451.3		1,395.2
Property and equipment, net	52.3		54.5
Other intangible assets, net	9,396.9		9,437.7
Goodwill	2,891.5		2,876.5
Other non-current assets	63.9		97.9
Deferred income taxes	24.7		24.2
Operating lease right-of-use assets	58.9		58.9
Total Assets	$	13,939.5	$	13,944.9
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	101.7	$	101.4
Accrued compensation	80.1		132.1
Accrued expenses and other current liabilities	362.1		352.1
Current portion of deferred revenues	1,040.1		947.5
Current portion of operating lease liability	24.6		25.7
Current portion of long-term debt	1.1		1.0
Total current liabilities	1,609.7		1,559.8
Long-term debt	4,884.8		5,005.0
Warrant liabilities	22.1		21.0
Non-current portion of deferred revenues	38.0		38.5
Other non-current liabilities	40.0		119.1
Deferred income taxes	313.6		316.1
Operating lease liabilities	72.0		72.9
Total liabilities	6,980.2		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 March 31, 2023 and December 31, 2022	1,392.6		1,392.6
Ordinary Shares, no par value; unlimited shares authorized at March 31, 2023 and December 31, 2022; 675.6 and 674.4 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively	11,778.4		11,744.7
Accumulated other comprehensive loss	(577.5)		(665.9)
Accumulated deficit	(5,634.2)		(5,658.9)
Total shareholders’ equity	6,959.3		6,812.5
Total Liabilities and Shareholders’ Equity	$	13,939.5	$	13,944.9

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Condensed Consolidated Statement of Operations
(In millions)
(unaudited)
	Three Months Ended March 31,
	2023		2022
Revenues, net	$	629.1	$	662.2
Operating expenses:
Cost of revenues	229.7		249.2
Selling, general and administrative costs	194.8		193.7
Depreciation and amortization	172.6		176.4
Restructuring and impairment	9.4		11.7
Other operating income, net	(32.0)		(13.7)
Total operating expenses	574.5		617.3
Income from operations	54.6		44.9
Mark to market loss (gain) on financial instruments	1.1		(100.4)
Interest expense and amortization of debt discount, net	73.6		59.5
(Loss) income before income taxes	(20.1)		85.8
(Benefit) provision for income taxes	(63.6)		16.3
Net income	43.5		69.5
Dividends on preferred shares	18.8		18.7
Net income attributable to ordinary shares	$	24.7	$	50.8
Per share:
Basic	$	0.04	$	0.07
Diluted	$	0.04	$	(0.06)
Weighted average shares used to compute earnings per share:
Basic	674.8		682.5
Diluted	679.3		688.0

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Condensed Consolidated Statements of Cash Flows

(In millions)

(unaudited)

	Three Months Ended March 31,
	2023		2022
Cash Flows From Operating Activities
Net income	$	43.5	$	69.5
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	172.6		176.4
Share-based compensation	40.7		24.6
Restructuring and impairment	0.5		(0.9)
Mark to market loss (gain) on financial instruments	1.1		(100.4)
Amortization of debt issuance costs	5.1		3.6
Gain on legal settlement	(49.4)		—
Other operating activities	8.1		(14.1)
Changes in operating assets and liabilities:
Accounts receivable	42.3		40.2
Prepaid expenses	(21.7)		(20.8)
Other assets	13.7		(18.5)
Accounts payable	(0.1)		(10.3)
Accrued expenses and other current liabilities	(33.0)		(143.9)
Deferred revenues	85.5		63.3
Operating leases, net	(2.0)		(0.5)
Other liabilities	(79.4)		(0.8)
Net cash provided by operating activities	$	227.5	$	67.4
Cash Flows From Investing Activities
Capital expenditures	(59.3)		(41.4)
Payments for acquisitions and cost method investments, net of cash acquired	(1.1)		(1.3)
Net cash used in investing activities	$	(60.4)	$	(42.7)
Cash Flows From Financing Activities
Principal payments on term loan	(125.0)		(7.2)
Payment of debt issuance costs and discounts	—		(2.1)
Repurchases of ordinary shares	—		(55.1)
Cash dividends on preferred shares	(18.9)		(18.9)
Proceeds from stock options exercised	—		0.4
Payments related to finance lease	(0.2)		(0.5)
Payments related to tax withholding for stock-based compensation	(7.5)		(5.4)
Net cash used in financing activities	$	(151.6)	$	(88.8)
Effects of exchange rates	2.0		(7.8)
Net increase in cash and cash equivalents	15.4		69.3
Net increase (decrease) in restricted cash	2.1		(141.2)
Net increase (decrease) in cash and cash equivalents, and restricted cash	$	17.5	$	(71.9)
Beginning of period:

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Cash and cash equivalents	$	348.8	$	430.9
Restricted cash	8.0		156.7
Total cash and cash equivalents, and restricted cash, beginning of period	$	356.8	$	587.6
End of period:
Cash and cash equivalents	364.2		500.2
Restricted cash	10.1		15.5
Total cash and cash equivalents, and restricted cash, end of period	$	374.3	$	515.7
Supplemental Cash Flow Information:
Cash paid for interest	$	40.7	$	27.8
Cash paid for income tax	$	3.0	$	3.6
Capital expenditures included in accounts payable	$	6.0	$	7.7
Non-Cash Financing Activities:
Retirement of treasury shares	—		(33.3)
Treasury share purchases settled after period end	—		11.3
Dividends accrued on our 5.25% Series A Mandatory Convertible Preferred Shares	6.4		6.4
Total Non-Cash Financing Activities	$	6.4	$	(15.6)

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, goodwill impairment 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.

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The following table presents our calculation of Adjusted EBITDA and Adjusted EBITDA Margin for thethree months ended March 31, 2023 and 2022 and reconciles these measures to our Net income for the same periods:

	Three Months Ended March 31,
(in millions, except percentages); (unaudited)	2023			2022
Net income attributable to ordinary shares	$	24.7		$	50.8
Dividends on preferred shares	18.8			18.7
Net income	$	43.5		$	69.5
(Benefit) provision for income taxes	(63.6)			16.3
Depreciation and amortization	172.6			176.4
Interest expense and amortization of debt discount, net	73.6			59.5
Deferred revenues adjustment	—			(0.2)
Transaction related costs(1)	1.7			6.7
Share-based compensation expense	41.2			37.0
Restructuring and impairment(2)	9.4			11.7
Mark-to-market loss (gain) on financial instruments(3)	1.1			(100.4)
Other(4)	(26.8)			(14.2)
Adjusted EBITDA	$	252.7		$	262.3
Adjusted EBITDA Margin	40.2		%	39.6		%
(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) Reflects mark-to-market adjustments on financial instruments under ASC 815, Derivatives and Hedging. Warrant instruments that do not meet the criteria to be considered indexed to an entity's own stock shall be initially classified as a liability at their estimated fair values, regardless of the likelihood that such instruments will ever be settled in cash. In periods subsequent to issuance, changes in the estimated fair value of the liabilities are reported through earnings.
(4) The current year period primarily includes the gain on legal settlement, which was partially offset by a net loss on foreign exchange re-measurement. The prior year period includes a net gain on foreign exchange re-measurement and other individually insignificant items that do not reflect our ongoing operating performance.

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, goodwill impairment 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 assumed that all instruments in the calculation are dilutive.

10

The following table presents our calculation of Adjusted Net Income and Adjusted Diluted EPS for the three months ended March 31, 2023 and 2022 and reconciles these measures to our Net income (loss) and EPS for the same periods:

	Three Months Ended March 31,				Three Months Ended March 31,
	2023				2022
(in millions, except per share amounts); (unaudited)	Amount		Per Share		Amount		Per Share
Net income (loss) attributable to ordinary shares, diluted	$	24.7	$	0.04	$	(44.1)	$	(0.06)
Change in fair value of private placement warrants	—		—		94.9		0.14
Net income attributable to ordinary shares	24.7		0.04		50.8		0.07
Dividends on preferred shares	18.8		0.03		18.7		0.03
Net income	43.5		0.06		69.5		0.10
Deferred revenues adjustment	—		—		(0.2)		—
Transaction related costs(1)	1.7		—		6.7		0.01
Share-based compensation expense	41.2		0.06		37.0		0.05
Amortization related to acquired intangible assets	144.4		0.21		149.7		0.22
Restructuring and impairment(2)	9.4		0.01		11.7		0.02
Mark-to-market loss (gain) on financial instruments(3)	1.1		—		(100.4)		(0.15)
Other(4)	(26.8)		(0.04)		(14.2)		(0.03)
Income tax impact of related adjustments	(83.6)		(0.12)		(4.7)		(0.01)
Adjusted net income and Adjusted diluted EPS	$	130.9	$	0.18	$	155.1	$	0.21
Adjusted weighted-average ordinary shares (Diluted)	734.7				746.3
(1) Includes costs incurred to complete business combination transactions, which was comprised of acquisitions, dispositions and capital market activities, as well as advisory, legal, and other professional and consulting costs.
(2) Primarily reflects severance and related benefit costs related to approved restructuring programs.
(3) Reflects mark-to-market adjustments on financial instruments under ASC 815, Derivatives and Hedging. Warrant instruments that do not meet the criteria to be considered indexed to an entity's own stock shall be initially classified as a liability at their estimated fair values, regardless of the likelihood that such instruments will ever be settled in cash. In periods subsequent to issuance, changes in the estimated fair value of the liabilities are reported through earnings.
(4) The current year period primarily includes the gain on legal settlement, which was partially offset by a net loss on foreign exchange re-measurement. The prior year period includes a net gain on foreign exchange re-measurement and other individually insignificant items that do not reflect our ongoing operating performance.

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 March 31,
(in millions); (unaudited)	2023		2022
Net cash provided by operating activities	$	227.5	$	67.4
Capital expenditures	(59.3)		(41.4)
Free cash flow	$	168.2	$	26.0

11

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 goodwill impairment, 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.

12

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 March 31, 2023
Net loss attributable to ordinary shares	$	(4,061.7)
Dividends on preferred shares	75.5
Net loss	(3,986.2)
(Benefit) provision for income taxes	(108.8)
Depreciation and amortization	706.7
Interest expense and amortization of debt discount, net	284.4
Deferred revenues adjustment	1.2
Transaction related costs(1)	9.2
Share-based compensation expense	106.4
Gain on sale from divestitures	(278.5)
Restructuring and impairment(2)	64.4
Goodwill impairment	4,449.1
Mark-to-market gain on financial instruments(3)	(105.3)
Other(4)	(39.5)
Adjusted EBITDA	$	1,103.1
Realized foreign exchange gain	(16.4)
Cost savings(5)	24.0
Standalone Adjusted EBITDA	$	1,110.7
(1-4) Refer to associated line item descriptions provided for the Adjusted EBITDA table for the three months ended March 31, 2023 above.
(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.”

13

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.

	March 31,				Change
(in millions, except percentages); (unaudited)	2023		2022		2023 vs. 2022(1)
Annualized Contract Value	$	1,555.2	$	1,606.5	$	(51.3)	(3.2)	%
(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 3.3% 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 March 31,				Total Variance (Dollars)		Total Variance (Percentage)		Acquisitions		Disposals		FX Impact		Organic
(in millions, except percentages); (unaudited)	2023		2022
Subscription revenues	$	393.2	$	403.8	$	(10.6)	(2.6)	%	—	%	(4.4)	%	(1.3)	%	3.1	%
Re-occurring revenues	107.7		114.5		(6.8)		(5.9)	%	—	%	—	%	(4.2)	%	(1.7)	%
Transactional and other revenues	128.2		143.7		(15.5)		(10.8)	%	—	%	(0.6)	%	(1.9)	%	(8.3)	%
Deferred revenues adjustment	—		0.2		(0.2)		(100.0)	%	(100.0)	%	—	%	—	%	—	%
Revenues, net	$	629.1	$	662.2	$	(33.1)	(5.0)	%	—	%	(2.8)	%	(1.9)	%	(0.2)	%

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 March 31,				Total Variance (Dollars)		Total Variance (Percentage)		Acquisitions		Disposals		FX Impact		Organic
(in millions, except percentages); (unaudited)	2023		2022
Academia and Government	$	314.7	$	311.8	$	2.9	0.9	%	—	%	—	%	(1.2)	%	2.1	%
Intellectual Property	209.1		241.6		(32.5)		(13.5)	%	—	%	(7.6)	%	(3.3)	%	(2.5)	%
Life Sciences & Healthcare	105.3		108.6		(3.3)		(3.0)	%	—	%	—	%	(1.1)	%	(1.9)	%
Deferred revenues adjustment	—		0.2		(0.2)		(100.0)	%	(100.0)	%	—	%	—	%	—	%
Revenues, net	$	629.1	$	662.2	$	(33.1)	(5.0)	%	—	%	(2.8)	%	(1.9)	%	(0.2)	%

14

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)		Acquisitions		Disposals		FX Impact		Organic
(in millions, except percentages)	2023 Outlook mid-point		2022
Revenues, net	$	2,680	$	2,660	$	20	0.8	%	—	%	(2.4)	%	(0.1)	%	3.3	%

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)	Low			High
Net loss attributable to ordinary shares	$	(108)		$	(48)
Dividends on preferred shares(1)	75			75
Net (loss) income	(32)			28
(Benefit) provision for income taxes	(10)			(10)
Depreciation and amortization	720			720
Interest expense and amortization of debt discount, net	286			286
Restructuring and impairment(2)	29			29
Transaction related costs	2			2
Mark to market adjustment on financial instruments	1			1
Share-based compensation expense	130			130
Other(3)	(27)			(27)
Adjusted EBITDA	$	1,100		$	1,160
Adjusted EBITDA margin	42.0		%	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) Primarily reflects restructuring costs expected to be incurred in 2023 associated with the ProQuest acquisition restructuring program.
(3) Primarily includes the gain on legal settlement partially offset by a net loss on foreign exchange re-measurement.

15

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)
	Low		High
	Per Share		Per Share
Net loss attributable to ordinary shares	$	(0.15)	$	(0.06)
Dividends on preferred shares(1)	0.10		0.10
Net (loss) income	(0.04)		0.04
Restructuring and impairment(2)	0.04		0.04
Share-based compensation expense	0.18		0.18
Amortization related to acquired intangible assets	0.77		0.77
Other	(0.04)		(0.03)
Income tax impact of related adjustments	(0.15)		(0.15)
Adjusted Diluted EPS	$	0.75	$	0.85
Adjusted weighted-average ordinary shares (Diluted)(3)	740 million
(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 restructuring program.
(3)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)	Low		High
Net cash provided by operating activities	$	690	$	790
Capital expenditures	(240)		(240)
Free cash flow	$	450	$	550

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

16

EX-99.2

Q1 2023 Earnings Call May 9, 2023

2 Mark Donohue VP Investor Relations 1. Introduction

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

4 Safe Harbor Statement and Non-GAAP Financial Measures 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.

5 Jonathan Gear Chief Executive Officer 2. Business Review

6 Q1 Highlights Revenues ~Flat organic growth 3% org. subscription growth $629M Adj. EBITDA1 40% margin +60 bps YoY $253M Free Cash Flow1 66% conversion +$142M YoY $168M Adj. EPS1 (3₵) YoY Divestiture and interest rates 18₵ Completed leadership transition Evolved industry thought leadership, e.g. Top 100 Global Innovators and Drugs to Watch Achieved Web of Science growth inflection point Enhanced governance through board of directors' changes Continued deleveraging through further debt paydown 1See the Appendix for a reconciliation of GAAP to Non-GAAP measures. Leveraging generative AI to continually evolve our solutions

7 Achieved Web of Science growth inflection point Renewal rate +350 bps YoY 96% New subscription growth +500 bps YoY 16% Organic growth +400 bps YoY 3% Pre-Print Citation Index launch (Q1) Enhanced content through 2M+ pre- prints advancing scientific progress InCites - Alma Integration (Q2) InCites integration to help librarians rapidly analyze content collections Journal Impact Factor Expansion (Q2) Expand and provide flagship bibliometric KPI to ~9,000 new journals Research and Analytics Returning to market growth rates in Research & Analytics ‘22 ‘23

Identified 15 potential late-stage treatments that are forecast to deliver sales greater than $1 billion within 5 years, through Cortellis™, Clarivate Real World Data and Analytics, Web of Science™ and Derwent Innovation™ 8 Evolved industry thought leadership Bringing together our enriched best-in-class data across Derwent World Patents Index™ (DWPI™), Derwent Patent Citation Index™ and Web of Science™ to identify the world’s top innovators and key future trends Top 100 Global Innovators™ Recognizing cutting-edge innovators defining their respective sectors Drugs to Watch™ Predicting blockbuster drugs which will benefit millions of patients

Citations in world’s largest curated citation database¹ Interconnected real-word data patient records Editorially enhanced and curated patent records Billions of Proprietary Best-In-Class Data Assets Machine Learning Deep Learning Generative AI & Large Language Models (LLMs) Artificial Intelligence Powered Solutions Workflow Software (SaaS) Expert Services Enriched Data Analytics & Insights Mission Critical, Expertly Curated Industry Solutions 9 Leveraging generative AI to continually evolve our solutions 1 World’s largest publisher-neutral citation database. Continued deployment of AI across our portfolio to ensure only gold standard content is indexed within Web of Science™, build next generation search in Derwent™ and predictive analytics in Cortellis™ Leveraging machine learning in LS&H to generate future success predictors in Cortellis™, e.g. clinical trials success, regulatory approvals Use of computer vision and image recognition in CompuMark™ for faster classification and assessment of trademarks Deployment of LLMs to classify research papers and preprint articles in Web of Science™ and dissertations in ProQuest Dissertations & Theses Global™

Henry Levy President, Life Sciences & Healthcare • Joined from Veeva Systems, a leader in cloud software for LS&H, serving as President, Global R&D and Quality • Deep industry experience (25+ years) with a track record of helping customers use data and technology to transform their businesses Gordon Samson President, Intellectual Property • Joined October 2020 with CPA Global acquisition, serving as Chief Operating Officer since 2014 • Successful track record of driving growth in the IP industry and beyond, having held senior executive roles for 20+ years Bar Veinstein President, Academia & Government • Joined from Taranis, served as CEO, formerly President of Ex Libris, now part of Clarivate, for 11 years • 25+ years of leadership experience with deep expertise across Academia & Government, cloud software, AI and analytics 10 Completed leadership transition

11 Enhanced governance through board of directors’ changes • Reduced board size to 11 Improved efficiency • Nominated Dr. Saraubh Saha as new independent director • Dr. Saha is a physician-scientist, pharmaceutical executive, and biotech entrepreneur dedicated to discovering and developing novel life-changing medicines • Currently CEO of Centessa Pharmaceuticals. Formerly held roles at Bristol Myers Squibb, Atlas Venture, Delinia, Synlogic and McKinsey & Company Further bolstering our deep industry expertise across our segments

12 Continued deleveraging through further debt paydown • $500M debt paydown in 2022. Targeting ~$400M in 2023, achieved $125M in Q1 • Aiming for <4x net leverage in 2023 • Long-term objective of <3x net leverage by end of 2025 $500M ~$400M 4x <4x <3x 0.0 1.0 2.0 3.0 4.0 5.0 6.0 7.0 $0 $100 $200 $300 $400 $500 $600 2022A 2023E 2024E 2025E Debt Paydown Net Leverage

13 Jonathan Collins Chief Financial Officer 3. Financial Review

14 Q1 2023 Financial Results Changes from Prior Year See the Appendix for a reconciliation of GAAP to Non-GAAP measures. $m except per share data Q1 ‘23 Q1 ‘22 Change Revenues, net $629 $662 $(33) Adjusted EBITDA 253 262 (9) Adjusted EBITDA Margin 40.2% 39.6% 60 bps Income from Operations 55 45 10 M-t-M Loss / (Gain) on private warrants 1 (100) 101 Interest Expense, Net 74 60 14 Income Tax (Benefit) Expense (64) 16 (80) Net Income 25 51 (26) Net Income Per Share, basic $0.04 $0.07 $(0.03) Adjusted Diluted EPS $0.18 $0.21 $(0.03) Operating Cash Flow $228 $67 $160 Capital Spending 59 41 18 Free Cash Flow 168 26 142 Revenue • Revenue 5% lower due to MarkMonitor Divestiture and Fx headwinds • ~Flat organic growth YoY Net Income • Net Income decreased by $26m due to Mark-to-Market gain on private warrants in Q1 ‘22 of $100m, partly offset by favorable income tax dispute resolution of $70m Operating Cash Flow • Operating and Free Cash Flow up $161m on lower one-time costs, namely CPA Global equity plan payment in Q1 '22 • Increased capital investment YoY to drive product innovation

$262 $253$10 $9 $3 $13 $1 $19 $13 $662 $629 Q1 2022 Organic Inorganic Cost Synergies FX Q1 2023 15 Q1 2023 Revenues and Adj. EBITDA1 changes vs. Prior Year Organic Growth • ~Flat organic growth was in line with expectation • Continued to invest in organic growth leading to negative profit conversion Inorganic Impact • MarkMonitor divestiture Cost Synergies • Cost synergies, net of certain cost to achieve, contributed $13m of profit Foreign Exchange • Top line translation Fx loss of $13m and $5m EBITDA conversion, with offset from transactional Fx gain impact (+$2m) Revenues Adj. EBITDA1 Year + Better - Worse $ millions 1See the Appendix for a reconciliation of GAAP to Non-GAAP measures. 39.6% 40.2%

16 Q1 2023 Cash Flow Changes from Prior Year $m Q1 ‘23 Q1 ‘22 Change Adj. EBITDA $253 $262 $(9) One-Time Costs1 (33) (166) 133 Interest (41) (28) (13) Taxes (3) (4) 1 Working Capital / Other 51 2 49 Operating Cash Flow 228 67 161 Capital Spending (59) (41) (18) Free Cash Flow $168 $26 $142 Conversion 66% 10% +56%pts Preferred Dividend (19) (19) - Share Repurchase - (55) 55 Debt Repayment (125) (7) (118) Other2 (9) 125 (133) Cash Flow $15 $69 $(54) Free Cash Flow • One-time costs to complete ProQuest acquisition integration; significantly lower YoY due to CPA equity plan payment in Q1 '22 • Higher interest YoY due to impact of rising interest rates • Working capital favorability driven partially by payment accelerations in patent renewals business in IP segment in Q1 '22 • YoY increase in capital spending due to investment in product innovation Capital Allocation • $125m Term Loan B pre-payment in March See the Appendix for a reconciliation of GAAP to Non-GAAP measures. ¹ Includes payments from CPA Global employee benefits trust taken from restricted cash but included in cash from operations in GAAP financial statements. See the Appendix for a reconciliation of GAAP to Non-GAAP measures. 2 Primarily reflects the change in restricted cash relating to the CPA Global employee benefits payment.

Organic Growth • Expansion in 2023 from improvements expected in A&G (R&A) and transactional products and services Adj. EBITDA Margin1 • Profit margin expansion driven by carryover impact of cost synergies from ProQuest integration Free Cash Flow1 • Significant improvement compared to last year on substantially lower one-time costs Adj. Diluted EPS1 • EPS decline v. prior year due to higher interest expense and MarkMonitor divesture FY 2023 Outlook Reaffirmed Full Year Guidance Ranges 1See the Appendix for a reconciliation of GAAP to Non-GAAP measures. Guidance Range Midpoint Organic Growth 2.75% 3.75% ~3.25% Revenues $2,630m $2,730m ~$2,680m Adj. EBITDA1 $1,100m $1,160m ~$1,130m Adj. EBITDA Margin1 42.0% 42.5% ~42.25% Free Cash Flow1 $450m $550m ~$500m Adj. Diluted EPS1 75₵ 85₵ ~80₵ 17

18 FY 2023 Revenues and Adj. EBITDA1 outlook vs. Prior Year Organic Growth • ~30% Adj. EBITDA margin conversion on ~3.25% organic growth reflects operating expense investments to fuel product innovation Inorganic Impact • MarkMonitor divestiture Cost Synergies • Expect to recognize carryover impact of ProQuest integration Foreign Exchange • Fx profit headwind due to transactional Fx gains in 2022 that are not expected to recur Revenues Adj. EBITDA1 Year + Better - Worse $ millions 1See the Appendix for a reconciliation of GAAP to Non-GAAP measures. 2Please refer to slide 16 for the actual outlook ranges. $1,113 ~$1,130~$30 ~$15 ~$25 ~$40 ~$65 ~$0 ~$85 $2,660 ~$2,680 FY 2022A Organic Inorganic Cost Synergies FX Midpoint of FY 2023 Outlook +3.25% 41.8% 42.3% ~30% 2

19 FY 2023 Cash Flow Outlook Changes from Prior Year $m Midpoint of 2023 Outlook2 2022 Actuals Change Adj. EBITDA ~$1,130 $1,113 ~$20 One-Time Costs ~(50) (215) ~165 Interest ~(270) (252) ~(20) Taxes ~(60) (64) ~5 Working Capital / Other ~(10) (73) ~65 Operating Cash Flow ~740 509 ~230 Capital Spending ~(240) (203) ~(35) Free Cash Flow ~$500 $306 ~$195 Conversion ~44% 28% ~16% Preferred Dividend ~(75) (75) ~0 Share Repurchase ~0 (175) ~175 Debt Repayment ~(400) (500) ~100 Other1 ~(25) 362 ~(385) Cash Flow ~$0 $(82) ~$80 See the Appendix for a reconciliation of GAAP to Non-GAAP measures. ¹ Includes costs related to acquisitions and divestitures and change in restricted cash relating to the CPA Global employee benefits payment. 2Please refer to slide 16 for the actual outlook ranges. Free Cash Flow • One-time cost reduction due to completion of acquisition integrations • Higher cash interest payments due to base rate increases • Anticipate lower working capital requirements in 2023 • Increased capital spending to fuel product innovation and accelerate organic growth Capital Allocation • Anticipate utilizing free cash flow to deleverage <4x • Given current share price, may remain opportunistic on share repurchases as leverage falls below 4 turns

Financial Objectives 20 Accelerate organic growth to market levels 1 Durable margins through the investment cycle 2 Attractive cash flow engine 3 Disciplined capital allocation 4 Q1 KPIs... 3% R&A Organic Growth 60bps Adj. EBITDA Expansion1 66% Free Cash Flow Conversion1 $125M Term Debt Pre-payment R&A: Research & Analytics within Academia & Government segment. 1See the Appendix for a reconciliation of GAAP to Non-GAAP measures.

21 4. Q&A Session

© 2022 Clarivate. All rights reserved. Republication or redistribution of Clarivate content, including by framing or similar means, is prohibited without the prior written consent of Clarivate. Clarivate and its logo, as well as all other trademarks used herein are trademarks of their respective owners and used under license. Thank you 3

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, 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, goodwill impairment 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. Presentation of Certain Non-GAAP Financial Measures © 2023 Clarivate Plc. All rights reserved. 24

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. Presentation of Certain Non-GAAP Financial Measures © 2023 Clarivate Plc. All rights reserved. 25

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 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, goodwill impairment 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 diluted weighted average shares for the period. 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. Presentation of Certain Non-GAAP Financial Measures © 2023 Clarivate Plc. All rights reserved. 26

Reconciliation of Non-GAAP Financial Measures (YTD) Variance Increase/(Decrease) Percentage of Factors Increase/(Decrease) Three Months Ended March 31, Total Variance (Dollars) Total Variance (Percentage) Acquisitions Disposals FX Impact Organic (in millions, except percentages); (unaudited) 2023 2022 Subscription revenues $ 393.2 $ 403.8 $ (10.6) (2.6) % — % (4.4) % (1.3) % 3.1% Re-occurring revenues 107.7 114.5 (6.8) (5.9) % — % — % (4.2)% (1.7)% Transactional and other revenues 128.2 143.7 (15.5) (10.8) % — % (0.6) % (1.9)% (8.3)% Deferred revenues adjustment — 0.2 (0.2) (100.0) % (100.0) % — % — % —% Revenues, net $ 629.1 $ 662.2 $ (33.1) (5.0) % — % (2.8) % (1.9) % (0.2) % 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. © 2023 Clarivate Plc. All rights reserved. 27

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. Reflects mark-to-market adjustments on the Private Placement Warrants under ASC 815, Derivatives and Hedging. Warrant instruments that do not meet the criteria to be considered indexed to an entity's own stock shall be initially classified as a liability at their estimated fair values, regardless of the likelihood that such instruments will ever be settled in cash. In periods subsequent to issuance, changes in the estimated fair value of the liabilities are reported through earnings. 4. The current year period primarily includes the gain on legal settlement, which was partially offset by a net loss on foreign exchange re-measurement. The prior year period includes a net gain on foreign exchange re-measurement and other individually insignificant items that do not reflect our ongoing operating performance. Reconciliation of Non-GAAP Financial Measures Net income to Adjusted EBITDA Three Months Ended March 31, (in millions, except percentages); (unaudited) 2023 2022 Net income attributable to ordinary shares $ 24.7 $ 50.8 Dividends on preferred shares 18.8 18.7 Net income 43.5 69.5 (Benefit) provision for income taxes (63.6) 16.3 Depreciation and amortization 172.6 176.4 Interest expense and amortization of debt discount, net 73.6 59.5 Deferred revenues adjustment — (0.2) Transaction related costs(1) 1.7 6.7 Share-based compensation expense 41.2 37.0 Restructuring and impairment(2) 9.4 11.7 Mark-to-market loss (gain) on financial instruments(3) 1.1 (100.4) Other(4) (26.8) (14.2) Adjusted EBITDA $ 252.7 $ 262.3 Adjusted EBITDA Margin 40.2% 39.6% © 2023 Clarivate Plc. All rights reserved. 28

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. Warrant instruments that do not meet the criteria to be considered indexed to an entity's own stock shall be initially classified as a liability at their estimated fair values, regardless of the likelihood that such instruments will ever be settled in cash. In periods subsequent to issuance, changes in the estimated fair value of the liabilities are reported through earnings. 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. Reconciliation of Non-GAAP Financial Measures 29 FY 2022 Net loss to Adjusted EBITDA Year Ended December 31, (in millions, except percentages); (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% © 2023 Clarivate Plc. All rights reserved.

Descriptions Adjusted Net Income and Adjusted Diluted EPS adjustments 1. Includes costs incurred to complete business combination transactions, which was comprised of acquisitions, dispositions and capital market activities, as well as advisory, legal, and other professional and consulting costs. 2. Primarily reflects severance and related benefit costs related to approved restructuring programs. 3. Reflects mark-to-market adjustments on financial instruments under ASC 815, Derivatives and Hedging. Warrant instruments that do not meet the criteria to be considered indexed to an entity's own stock shall be initially classified as a liability at their estimated fair values, regardless of the likelihood that such instruments will ever be settled in cash. In periods subsequent to issuance, changes in the estimated fair value of the liabilities are reported through earnings. 4. The current year period primarily includes the gain on legal settlement, which was partially offset by a net loss on foreign exchange re-measurement. The prior year period includes a net gain on foreign exchange re-measurement and other individually insignificant items that do not reflect our ongoing operating performance. Reconciliation of Non-GAAP Financial Measures Net income (loss) and Net income (loss) Per Share to Adjusted Net Income and Adjusted Diluted EPS Three Months Ended March 31, 2023 2022 (in millions, except per share amounts); (unaudited) Amount Per Share Amount Per Share Net income (loss) attributable to ordinary shares, diluted $ 24.7 $ 0.04 $ (44.1) $ (0.06) Change in fair value of private placement warrants — — 94.9 0.14 Net income attributable to ordinary shares 24.7 0.04 50.8 0.07 Dividends on preferred shares 18.8 0.03 18.7 0.03 Net income 43.5 0.06 69.5 0.10 Deferred revenues adjustment — — (0.2) — Transaction related costs(1) 1.7 — 6.7 0.01 Share-based compensation expense 41.2 0.06 37.0 0.05 Amortization related to acquired intangible assets 144.4 0.21 149.7 0.22 Restructuring and impairment(2) 9.4 0.01 11.7 0.02 Mark-to-market (gain) loss on financial instruments(3) 1.1 — (100.4) (0.15) Other(4) (26.8) (0.04) (14.2) (0.03) Income tax impact of related adjustments (83.6) (0.12) (4.7) (0.01) Adjusted net income and Adjusted Diluted EPS $ 130.9 $ 0.18 $ 155.1 $ 0.21 Adjusted weighted average ordinary shares (Diluted) 734.7 746.3 © 2023 Clarivate Plc. All rights reserved. 30

Reconciliation of Non-GAAP Financial Measures Net Cash Provided By Operating Activities to Free Cash Flow Three Months Ended March 31, (in millions); (unaudited) 2023 2022 Net cash provided by operating activities $ 227.5 $ 67.4 Capital expenditures (59.3) (41.4) Free cash flow $ 168.2 $ 26.0 © 2023 Clarivate Plc. All rights reserved. 31 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

Year Ending December 31, 2023 (Forecasted) Low High (in millions, except percentages) Net loss attributable to ordinary shares $(108) $(48) Dividends on preferred shares(1) 75 75 Net income (loss) (32) 28 (Benefit) provision for income taxes (10) (10) Depreciation and amortization 720 720 Interest expense and amortization of debt discount, net 286 286 Restructuring and impairment(2) 29 29 Transaction related costs 2 2 Mark to market adjustment on financial instruments 1 1 Share-based compensation expense 130 130 Other(3) (27) (27) Adjusted EBITDA $ 1,100 $ 1,160 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, except percentages) 2023 Outlook mid-point 2022 Revenues, net $ 2,680 $ 2,660 $ 20 0.8 % — % (2.4)% (0.1)% 3.3 % 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 restructuring program. 3. Primarily includes the gain on legal settlement partially offset by a net loss on foreign exchange re-measurement. 32 Reconciliation of Non-GAAP Financial Measures 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 loss for the same period: © 2023 Clarivate Plc. All rights reserved.

Year Ending December 31, 2023 (Forecasted) Low High Per Share Per Share Net loss attributable to ordinary shares $ (0.15) $ (0.06) Dividends on preferred shares(1) 0.10 0.10 Net (loss) income (0.04) 0.04 Restructuring and impairment(2) 0.04 0.04 Share-based compensation expense 0.18 0.18 Amortization related to acquired intangible assets 0.77 0.77 Other (0.04) (0.03) Income tax impact of related adjustments (0.15) (0.15) Adjusted Diluted EPS $ 0.75 $ 0.85 Weighted-average ordinary shares (Diluted)(3) 740 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 restructuring program. 3. 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. 33 Reconciliation of Non-GAAP Financial Measures The following table presents our calculation of Adjusted Diluted EPS for the FY2023 outlook and reconciles this measure to our Net loss per share for the same period: Net loss Per Fully Diluted Weighted Shares Outstanding to Adjusted Diluted EPS © 2023 Clarivate Plc. All rights reserved.

Year Ending December 31, 2023 (Forecasted) (in millions) Low High Net cash provided by operating activities $ 690 $ 790 Capital expenditures (240) (240) Free cash flow $ 450 $ 550 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: 34 Reconciliation of Non-GAAP Financial Measures Net Cash Provided by Operating Activities to Free Cash Flow © 2023 Clarivate Plc. All rights reserved.

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