CCC 10-K Annual Report Dec. 31, 2023 | Alphaminr

CCC 10-K Fiscal year ended Dec. 31, 2023

TABLE OF CONTENTS
Part IItem 1. BusinessItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsNote 16 - Segment InformationItem 1A. Risk FactorsItem 9A. Controls and ProceduresItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 2. PropertiesItem 3. Legal ProceedingsNote 17 - Commitments and ContingenciesItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters, and Issuer Purchases Of Equity SecuritiesItem 6. [reserved]Note 1 - Nature Of Operations and Summary Of Significant Accounting PoliciesNote 6 - Other Intangible Assets, Net and GoodwillNote 13 - Restructuring and Other ImpairmentsNote 9 - DebtNote 10 - Shareholders' EquityItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1: Nature Of Operations and Summary Of Significant Accounting PoliciesNote 9 - Debt,Note 8 - Derivative Instruments,Note 11 - Private Placement WarrantsNote 5 - Property and Equipment, NetNote 2: Acquisitions and DivestituresNote 3: RevenueNote 4: Accounts ReceivableNote 5: Property and Equipment, NetNote 6: Other Intangible Assets, Net and GoodwillNote 2 - Acquisitions and DivestituresNote 7: LeasesNote 8: Derivative InstrumentsNote 9: DebtNote 18 - Related Party TransactionsNote 10: Shareholders' EquityNote 12 - Share-based CompensationNote 11: Private Placement WarrantsNote 12: Share-based CompensationNote 13: Restructuring and Other ImpairmentsNote 14: Income TaxesNote 15: Earnings Per ShareNote 16: Segment InformationNote 3 - RevenuesNote 17: Commitments and ContingenciesNote 18: Related Party TransactionsNote 19: Subsequent EventsItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers, and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

3.1 Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to Clarivates Form 8-K filed May 12, 2021) 3.2 Statement of Rights of the 5.25% Series A Mandatory Convertible Preferred Shares of Clarivate Plc, effective June 14, 2021 (incorporated by reference to Exhibit 3.1 to Clarivates Form 8-K filed June 14, 2021) 3.3 Form of Certificate of the 5.25% Series A Mandatory Convertible Preferred Shares (included as Exhibit A to Exhibit 3.2 hereto) 3.4 Statement of Rights of Series B Participating Cumulative Preferred Shares of Clarivate Plc (incorporated by reference to Exhibit 3.1 to Clarivates Form 8-K filed December 22, 2022) 4.1 Warrant Agreement between Continental Stock Transfer & Trust Company and Churchill Capital Corp (incorporated by reference to Exhibit 4.4 to Churchill Capital Corps Form 8-K filed September 12, 2018) 4.2 Indenture dated as of October 31, 2019, among Camelot Finance S.A., as Issuer, the guarantors party thereto and Wilmington Trust, National Association, as trustee governing the 4.50% Senior Secured Notes due 2026 (incorporated by reference to Exhibit 4.1 to Clarivates Form 6-K filed November 5, 2019) 4.3 Form of 4.50% Senior Secured Note due 2026 (included as Exhibit A to Exhibit 4.2 hereto) 4.4 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.4 to Clarivates Annual Report on Form 10-K filed March 1, 2023) 4.5 First Supplemental Indenture, dated as of May 15, 2020, to the indenture dated as of October 31, 2019 among Camelot Finance S.A., as Issuer, the guarantors party thereto and Wilmington Trust, National Association, as trustee governing the 4.50% Senior Secured Notes due 2026 (incorporated by reference to Exhibit 4.1 to Clarivates Quarterly Report on Form 10-Q filed May 10, 2021) 4.6 Second Supplemental Indenture, dated as of March 30, 2021, to the indenture dated as of October 31, 2019 among Camelot Finance S.A., as Issuer, the guarantors party thereto and Wilmington Trust, National Association, as trustee governing the 4.50% Senior Secured Notes due 2026 (incorporated by reference to Exhibit 4.2 to Clarivates Quarterly Report on Form 10-Q filed May 10, 2021) 4.7 Third Supplemental Indenture dated as of December 1, 2021, to the indenture dated as of October 31, 2019 among Camelot Finance S.A., as Issuer, the guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent, governing the Issuers 4.50% Senior Secured Notes due 2026 (incorporated by reference to Exhibit 4.1 to Clarivates Form 8-K filed December 1, 2021) 4.8 Indenture, dated August 19, 2021, between Clarivate Science Holdings Corporation, as Issuer, and Wilmington Trust, National Association, as trustee and collateral agent, relating to the Issuers 3.875% senior secured notes due 2028 (incorporated by reference to Exhibit 4.1 to Clarivates Form 8-K filed August 19, 2021) 4.9 Form of 3.875% senior secured note due 2028 (included as Exhibit A to Exhibit 4.8 hereto) 4.10 First Supplemental Indenture dated as of December 1, 2021, to the indenture dated as of August 19, 2021 among Clarivate Science Holdings Corporation, as Issuer, the guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent, governing the Issuers 3.875% Senior Secured Notes due 2028 (incorporated by reference to Exhibit 4.2 to Clarivates Form 8-K filed December 1, 2021) 4.11 Indenture, dated August 19, 2021, between Clarivate Science Holdings Corporation, as Issuer, and Wilmington Trust, National Association, as trustee, relating to the Issuers 4.875% senior notes due 2029 (incorporated by reference to Exhibit 4.2 to Clarivates Form 8-K filed August 19, 2021) 4.12 Form of 4.875% senior note due 2029 (included as Exhibit A to Exhibit 4.11 hereto) 4.13 First Supplemental Indenture dated as of December 1, 2021, to the indenture dated as of August 19, 2021 among Clarivate Science Holdings Corporation, as Issuer, the guarantors party thereto and Wilmington Trust, National Association, as trustee, governing the Issuers 4.875% Senior Notes due 2029 (incorporated by reference to Exhibit 4.3 to Clarivates Form 8-K filed December 1, 2021) 10.1 Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.4 to Amendment No. 2 to Clarivates Registration Statement on Form F-4 filed April 15, 2019) 10.2 Investor Rights Agreement dated as of October 1, 2020 (incorporated by reference to Exhibit 10.1 to Clarivates Form 8-K filed October 1, 2020) 10.3 Registration Rights Agreement dated as of October 1, 2020 (incorporated by reference to Exhibit 10.2 toClarivatesForm 8-K filed October 1, 2020) 10.4 Amendment No. 1 to the Registration Rights Agreement dated as of December 1, 2021 (incorporated by reference to Exhibit 10.1 to Clarivates Form 8-K filed December 1, 2021) 10.5 Director Acknowledgement Letter (Stead) (incorporated by reference to Exhibit 10.12 to Clarivates Registration Statement on Form F-4 filed February 27, 2019) 10.6 Amendment No. 6 dated as of January 31, 2024 to the Credit Agreement dated as of October 31, 2019 (incorporated by reference to Exhibit 10.1 to Clarivates Form 8-K filed February 1, 2024) 10.7+ Clarivate Analytics Plc 2019 Incentive Award Plan - Amended and Restated as of May 11, 2020 (incorporated by reference to Exhibit 10.4 to Clarivates Quarterly Report on Form 10-Q filed October 29, 2020) 10.8+ Clarivate Analytics Plc 2019 Incentive Award Plan - Form of Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.17 to Clarivates Annual Report on Form 10-K filed March 2, 2020) 10.9+ Clarivate Analytics Plc 2019 Incentive Award Plan - Form of Performance Share Unit Agreement (incorporated by reference to Exhibit 10.4 to Clarivates Quarterly Report on Form 10-Q filed July 30, 2020) 10.10+ Clarivate Analytics Plc 2019 Incentive Award Plan - Form of Amendment to the 2021 Performance Share Unit Agreement (incorporated by reference to Exhibit 10.15 to Clarivates Annual Report on Form 10-K filed March 1, 2023) 10.11+ Clarivate Analytics Plc 2019 Incentive Award Plan - Form of Amendment to the 2022 Performance Share Unit Agreement (incorporated by reference to Exhibit 10.16 to Clarivates Annual Report on Form 10-K filed March 1, 2023) 10.12+ Offer Letter, dated March 7, 2022, by and between Clarivate Plc and Michael Easton (incorporated by reference to Exhibit 10.2 to Clarivates Quarterly Report on Form 10-Q filed May 9, 2022) 10.13+ Service Agreement, dated May 25, 2022, by and between CPA Limited and Gordon Samson (incorporated by reference to Exhibit 10.1 to Clarivates Quarterly Report on Form 10-Q filed August 9, 2022) 10.14+ Offer Letter, dated July 7, 2022, by and between Clarivate Plc and Jonathan Gear (incorporated by reference to Exhibit 10.1 to Clarivates Quarterly Report on Form 10-Q filed August 9, 2022) 10.15+ Chairman Emeritus Agreement (incorporated by reference to Exhibit 10.2 to Clarivates Form 8-K/A filed September 1, 2022) 21.1* Subsidiaries of the Registrant 23.1* Consent of PricewaterhouseCoopers LLP 31* Certification of our Chief Executive Officer and our Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32* Certification of our Chief Executive Officer and our Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97* Executive Compensation Recoupment Policy (effective October 2, 2023)