What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2021-03-10 compared with 2020-02-28 · 169 added, 96 removed, 231 unchanged (53% of the section changed)

6 unchanged sentences

We are a global information and analytics company that measures advertising, content, and the consumer audiences of each, across media platforms.

We create our products using a global data platform that combines information on digital platforms (smartphones, tablets and computers), television ("TV") and movie screens with demographics and other descriptive information.

We create our products using a global data platform that combines information on digital platforms (connected (Smart) televisions, mobile devices, tablets and computers), television ("TV"), over the top devices ("OTT"), direct to consumer applications, and movie screens with demographics and other descriptive information.

We have developed proprietary data science that enables measurement of person-level and household-level audiences, removing duplicated viewing across devices and over time.

This combination of data and methods enables a common standard for buyers and sellers to transact on advertising.

This helps companies across the media ecosystem better understand and monetize their audiences and develop marketing plans and products to more efficiently and effectively reach those audiences.

This helps companies across the media ecosystem better understand and monetize their audiences and develop marketing plans, content and products to more efficiently and effectively reach those audiences.

Our ability to unify behavioral and other descriptive data enables us to provide audience ratings, advertising verification, and granular consumer segments that describe hundreds of millions of consumers.

Our customers include digital publishers, television networks, movie studios, content owners, advertisers, agencies and technology providers.

The platforms we measure include televisions, smartphones, computers, tablets, over-the-top ("OTT") devices and movie theaters.

The information we analyze crosses geographies, types of content and activities, including websites, mobile applications ("apps"), video games, television and movie programming, electronic commerce ("e-commerce") and advertising.

Our customers include digital publishers, television networks, movie studios, content owners, brand advertisers, agencies and technology providers.

The information we analyze crosses geographies, types of content and activities, including websites, mobile and OTT applications ("apps"), video games, television and movie programming, electronic commerce ("e-commerce") and advertising.

We are a Delaware corporation headquartered in Reston, Virginia with principal offices located at 11950 Democracy Drive, Suite 600, Reston, VA 20190.

Our telephone number is 703-438-2000.

Key Developments in 2019

Leadership Changes

On March 31, 2019, Bryan Wiener resigned as our Chief Executive Officer ("CEO") and director and Sarah Hofstetter resigned as our President, effective immediately.

On the same day, we appointed Dale Fuller, then a member of our Board of Directors, as Interim CEO.

On November 4, 2019, Mr.

Fuller resigned as Interim CEO and we appointed William Livek as our CEO and Executive Vice Chairman.

CVI Financing

On June 26, 2019, we issued 2,728,513 shares of our common stock, par value $0.001 ("Common Stock") and four series of warrants to CVI Investments, Inc.

("CVI") in exchange for gross cash proceeds of $20.0 million .

On October 14, 2019, we issued 2,728,513 shares of our Common Stock to CVI upon exercise of our Series C warrant.

On January 29, 2020, our Series B-1 warrant expired unexercised.

For additional information about the CVI financing, refer to Footnote 5 , Stockholders' Equity .

SEC Settlement

On September 24 ,2019, we announced a settlement with the SEC, resolving the previously disclosed investigation into financial accounting and disclosure practices between February 2014 and February 2016.

For additional information about the SEC settlement, refer to Footnote 11 , Commitments and Contingencies .

Starboard Amendment

On November 6, 2019, we entered into an amendment agreement with the holders of our senior secured convertible notes.

The amendment prescribed the terms under which we may redeem the convertible notes for cash in the event of a qualifying change of control, as defined in the amendment.

For additional information about the amendment and our convertible notes, refer to Footnote 4 , Long-term Debt.

Recent Key Developments

Strategic Investment Transactions

On January 7, 2021, we entered into separate Securities Purchase Agreements with each of Charter Communications Holding Company, LLC ("Charter"), Qurate Retail, Inc.

("Qurate") and Pine Investor, LLC ("Pine"), pursuant to which, at the closing of the transactions contemplated thereby (the "Transactions"), we will issue and sell (a) to Charter, 27,509,203 shares of Series B Convertible Preferred Stock, par value $0.001 per share, in exchange for $68.0 million, (b) to Qurate, 27,509,203 shares of Series B Convertible Preferred Stock in exchange for $68.0 million and (c) to Pine, 27,509,203 shares of Series B Convertible Preferred Stock in exchange for $68.0 million.

The proceeds of the Transactions will be used to repay the $204.0 million of senior secured convertible notes due January 16, 2022 (the "Notes") issued to certain funds affiliated with or managed by Starboard Value LP ("Starboard").

Additionally, in connection with the closing, we expect to repay the $13.0 million secured promissory note due December 31, 2021 issued by a subsidiary of the Company (the "Secured Term Note") and certain transaction-related expenses with cash from our balance sheet.

Refer to Footnote 4 , Debt for additional information on the Notes and the Secured Term Note.

The Transactions and related matters were approved by our stockholders on March 9, 2021 and are expected to be completed on or around March 10, 2021.

Repayment of the Notes and the Secured Term Note will result in termination of the affirmative and negative covenants set forth in these instruments, including the Notes covenant requiring maintenance of certain minimum cash balances (currently $40.0 million), and is expected to improve our financial position and liquidity.

The COVID-19 pandemic and related government mandates and restrictions continue to have a significant impact on the media, advertising and entertainment industries in which we operate.

To date, the COVID-19 pandemic has had some impact on our business, including with respect to the execution of new and renewal contracts, the impact of closed movie theaters on our customers, customer payment delays and requests to modify contractual payment terms.

These conditions have negatively impacted our liquidity, net loss and cash flows and are expected to continue to have an impact in future periods.

Although we cannot quantify the impact that the pandemic may have on our business in the future, we have taken actions to mitigate the near-term liquidity impact, including freezing hiring, exiting non-critical consultants and contractors, terminating or negotiating reductions in vendor agreements and leases, and

Table of Conte nt s

reducing certain travel, marketing, recruiting and other corporate activities not deemed critical to our business in the current environment.

On March 27, 2020, Congress enacted the Coronavirus Aid, Relief and Economic Security Act ("CARES Act").

The CARES Act, among other things, includes tax provisions for the deferral of certain employer payroll tax liabilities, refundable employee retention credits, rollbacks of Tax Cuts and Jobs Act ("TCJA") limitations on net operating losses, the acceleration of alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property.

We have deferred certain payroll taxes as permitted by the CARES Act and have claimed the employee retention credit created by the CARES Act.

On December 27, 2020, Congress enacted the Consolidated Appropriations Act, 2021 ("CAA"), which contains a number of additional COVID-19 relief tax provisions and extensions of temporary tax provisions, including an extension and significant expansion of the employee retention credit created by the CARES Act.

We continue to evaluate the impact on our business operations and financial results of the CARES Act, the CAA and additional legislation and government guidance related to the COVID-19 pandemic.

Background and Market

9 unchanged sentences

As consumer media consumption and the availability of television and video programming expanded across a myriad of consumer devices, the ability to measure this dynamic cross-platform world became more important for buyers and sellers of advertising.

In response, we partnered with ESPN and Arbitron to pioneer a cross-platform measurement solution, and in 2015 launched Xmedia, a syndicated cross-platform measurement product.

Arbitron was later acquired by Nielsen Holdings N.V.

("Nielsen"), and we continue to have access to legacy Arbitron data through a 2013 license agreement with Nielsen.

In response, we pioneered a cross-platform measurement solution in 2015 with the launch of Xmedia.

This cross-platform measurement strategy led to our 2015 strategic alliance with WPP plc (together with its affiliates, "WPP"), one of the largest communications services businesses in the world, and our 2016 merger with Rentrak Corporation ("Rentrak"), a global media measurement and advanced consumer targeting company serving the entertainment, television, video and advertising industries.

3 unchanged sentences

Our approach to measuring media consumption addresses the ubiquitous nature of media content and the fragmentation caused by the variety of platforms and technologies used to access such content.

Advertising exposure and effectiveness is another rapidly changing and fragmented area where we apply scale for validation and campaign measurement across devices, platforms and ecosystem technology providers.

We believe this fragmentation presents major challenges to using legacy measurement systems that are comprised of relatively small panels of cooperating consumers or limited to specific media platforms.

6 unchanged sentences

• We license certain demographic and behavioral mobile and panel data from third-party data providers.

We obtain U.S.

television viewership information from satellite, telecommunications and cable operators covering millions of television and VOD screens.

Table of Conte nt s

• We obtain television viewership information from satellite, telecommunications, connected (Smart) TV and cable operators covering millions of television and VOD screens.

• We measure gross receipts and attendance information from movie screens across the world.

11 unchanged sentences

We believe this gives our customers greater accuracy, granularity and relevance in audience measurement.

• Our TV measurement systems, underpinned by multiple patents, which enable us to provide a consistent measurement of TV audience sizes across national, local, and addressable television to customers evaluating programming as well as customers selling and buying TV advertising.

• An ability to de-duplicate audiences across platforms, which is based on direct observations within our consumer panel and census data combined with proprietary data science.

3 unchanged sentences

• An ability to capture the full content of a website or app session, which allows us to measure activity beyond page views such as purchase transactions, application submissions and product configurations.

An ability to intelligently categorize massive amounts of web content, which allows us to inform targeted and brand-safe advertising.

• An ability to intelligently categorize massive amounts of web and video content, which allows us to inform targeted and brand-safe advertising.

Product Delivery

6 unchanged sentences

• Network operators including cable companies, mobile operators and internet service providers;

• OTT providers and distributors of streaming video content;

• Digital content publishers and internet technology companies;

• Advertising technology companies that aggregate supply and demand side inventory for sale to end customers;

• Advertising agencies;

3 unchanged sentences

• Political campaigns and related organizations.

Table of Conte nt s

Our products and services are organized around three solution groups that address customer needs:

Ratings and Planning products and services that provide measurement of the behavior and characteristics of audiences of content and advertising, across television and digital platforms including computers, tablets, smartphones, and other connected devices;

• Ratings and Planning products and services that provide measurement of the behavior and characteristics of audiences of content and advertising, across television and digital platforms including connected (Smart) televisions, computers, tablets, mobile devices, and other connected devices;

• Analytics and Optimization products and services including custom solutions, activation, lift and survey-based products, that provide end-to-end solutions for planning, optimization and evaluation of advertising campaigns and brand protection;

5 unchanged sentences

These products and services include:

Media Metrix and Mobile Metrix, which measure websites and apps on computers, smartphones and tablets across dozens of countries, are leading currencies for online media planning and enable customers to analyze audience size, reach, engagement, demographics and other characteristics.

Publishers use Media Metrix and Mobile Metrix to demonstrate the value of their audiences and understand market dynamics, and advertisers and their agencies use Media and Mobile Metrix to plan and execute effective marketing and content campaigns.

• Media Metrix Multi-Platform and Mobile Metrix, which measure websites and apps on computers, smartphones and tablets across dozens of countries, are leading currencies for online media planning and enable customers to analyze audience size, reach, engagement, demographics and other characteristics.

Publishers use Media Metrix Multi-Platform and Mobile Metrix to demonstrate the value of their audiences and understand market dynamics, and advertisers and their agencies use Media Metrix Multi-Platform and Mobile Metrix to plan and execute effective marketing and content campaigns.

These products also provide competitive intelligence such as cross-site visiting patterns, traffic source/loss reporting and local market trends.

Video Metrix, which delivers unduplicated measurement of digital video consumption across computer, smartphone, tablet and OTT devices and provides TV-comparable reach and engagement metrics, as well as audience demographics.

• Video Metrix Multi-Platform, which delivers unduplicated measurement of digital video consumption across computer, smartphone, tablet and OTT devices and provides TV-comparable reach and engagement metrics, as well as audience demographics.

• Plan Metrix, which provides an understanding of consumer lifestyle, buying and other consumption habits, online and offline, by integrating attitudes and interests with online behavior and provides customers with insight into patterns and trends needed to develop and execute advertising and marketing campaigns.

TV Essentials, which combines TV viewing information with marketing segmentation and consumer databases for enhanced audience intelligence.

TV Essentials data is also used in analytical applications to help customers better understand the performance of network advertising campaigns.

StationView Essentials, which allows customers to better understand consumer viewing patterns and characteristics across local TV stations and cable channels in their market(s) to promote viewership of a particular station and negotiate inventory pricing based on the size, value and relevance of the audience.

Cross-Platform Suite, including XMedia and Extended TV (currently in development), which provides the integration of person-level linear TV viewership with digital audience data and enables the creation of cross-platform media plans based on an analysis of de-duplicated reach, engagement and audience overlap across TV and digital platforms using a self-service tool.

• TV Essentials ("TVE"), which combines TV viewing information with marketing segmentation and consumer databases for enhanced audience intelligence.

TVE data is also used in analytical applications to help customers better understand the performance of network advertising campaigns.

• StationView Essentials ("SVE"), which allows customers to better understand consumer viewing patterns and characteristics across local TV stations and cable channels in their market(s) to promote viewership of a particular station and negotiate inventory pricing based on the size, value and relevance of the audience.

• Cross-Platform Suite, including Xmedia, Local Cross-Platform and National Cross Platform (formerly known as Extended TV), which provides the integration of person-level linear TV viewership with digital audience data and enables the creation of cross-platform media plans based on an analysis of de-duplicated reach, engagement and audience overlap across TV and digital platforms using a self-service tool.

Customers can simulate cross-platform media planning and share scenarios, understand incremental reach and frequency that digital provides compared to that of linear TV media buys, and simulate various media-mix scenarios to better understand the optimal mix.

3 unchanged sentences

Advertisers and their agencies use vCE as the basis for negotiating and evaluating campaign performance against their contracts with, and payments to, digital publishers for ad campaigns.

• Total Home Panel Suite, including OTT Intelligence and Connected Home, which capture OTT, connected TV ("CTV"), and IOT device usage and content consumption.

Comscore Connected Home enables users to better understand consumer engagement with technology and media by measuring behavior across network and router-connected devices in the home.

Comscore OTT Intelligence provides clients with critical insight into consumer OTT streaming activity on TV-connected devices, including smart TVs, streaming sticks and boxes, and gaming consoles.

Table of Conte nt s

Analytics and Optimization products and services provide end-to-end solutions for planning, optimization and evaluation of advertising campaigns and brand protection.

1 unchanged sentence

These products and services include:

Comscore Marketing Solutions, which provide analytics that integrate online visitation and advertising data, TV viewing, purchase transactions, attitudinal research and other Comscore information assets.

• Comscore Marketing Solutions, which provide analytics that integrate online visitation and advertising data, TV viewing, purchase transactions, attitudinal research and other information assets.

These custom deliverables are designed to meet client needs in specific industries such as automotive, financial services, media, retail, travel, telecommunications and technology.

2 unchanged sentences

• Survey Analytics, which measure various types of consumer insights including brand health metrics.

Activation Solutions, which use Comscore-collected data about media characteristics and consumption to help our clients enhance their customer interactions, enable clients to ensure that their advertisements appear only in brand-safe, relevant environments, or enrich client databases for use in advanced analytic and media planning applications.

• Activation Solutions, including Audience Activation and Content Activation.

Comscore Audience Activation offers targeting with demographics and cross-screen behaviors for digital, mobile and CTV campaigns.

Comscore Content Activation provides a robust set of pre-bid inventory filters to help marketers and media companies achieve brand-safe, relevant campaign delivery across desktop, mobile, podcasts, and CTV.

• Branded Content Analytics, which measure the impact and value of brand integrations into content such as TV programs.

1 unchanged sentence

These products and services include:

Box Office Essentials, which provides detailed measurement of domestic and international theatrical gross receipts and attendance, with movie-specific information across the globe.

Box Office Analytics, which provides release-date optimization using predictive analytics to estimate the gross revenue potential for future films, long-lead measurement to help gauge the health of a movie's marketing campaign before theatrical release, and post-release reports of audience demographics and the aspects of each movie that trigger interest and attendance.

• Box Office Essentials and International Box Office Essentials, which provide detailed measurement of domestic and international theatrical gross receipts and attendance, with movie-specific information across the globe.

• PostTrak, which is an exit polling service that reports audience demographics and the aspects of each title that trigger interest and attendance.

• Swift, which is an electronic box office reporting system that facilitates the flow of reconciled theater-level ticket transactions.

Hollywood Software, which provides movie theater distributors and exhibitors with software and infrastructure to manage and control end-to-end processes and equipment for digital cinema exhibition and enables customers to plan releases, program theater screens, and manage payments across multiple theaters.

• Hollywood Software Suite, including Comscore Theatrical Distribution System ("TDS"), Comscore Exhibitor Management System ("EMS"), Comscore Enterprise Web, and Cinema Auditorium Control Engine ("ACE").

Comscore TDS is an advanced software to help manage theatrical distribution worldwide.

Comscore EMS provides a virtual staff of booking assistants and accountants working to consolidate point-of-sale data.

Comscore Enterprise Web gives circuit managers an over-the-shoulder look at operations inside their theaters.

Cinema ACE is a theater management system that drives productivity and efficiency across digital cinema operations.

Research and Development

4 unchanged sentences

• Developing new technologies to manage, stage and deliver cross-platform data and analytics through traditional web-based user interfaces and via integration with customer systems;

• Designing new approaches to measurement challenges such as lift measurement, campaign measurement, and other areas that become more difficult as consumers increase their level of control over data pertaining to their activities;

• Creating new methodologies to measure person-level TV and digital consumption at scale and across platforms;

• Continuing to develop expertise in combining our data assets with those of partner companies, which allows us to enhance existing services and create new audience rating products and insight into audience behavior.

New Product Investments and Releases

Cookieless - Engineering Products in a Privacy Centric World

Our digital measurement is centered upon using first party panel data combined with additional information captured through census measurement and data partnerships.

Historically, we have used cookies and mobile advertising IDs to provide additional context and scale to our digital audience measurement solutions, as well as to assist in more targeted measurement and reportability.

The development of new opt-in permissions and enhanced focus on consent-based measurement provide the benefit of limiting the transfer of consumer personal information, but also mean changes to data collection and measurement processes.

Table of Conte nt s

We are adopting new methodologies to lead this transition to a more privacy-centric world.

A key component is leveraging our capabilities in panels, which we believe give us a competitive advantage in digital and cross-platform management.

In parallel, our work with existing and new partners to collaborate and test emerging solutions is intended to expand the reach of our census-level integrations.

We are creating measurement innovations designed to produce stronger products engineered for privacy.

We are also engaged in industry initiatives that focus on the viability and success of the "free web," which is driven by advertising investment.

One of these initiatives, championed by Google and Facebook, is a proposal from the World Federation of Advertisers ("WFA").

We are actively involved in WFA working sessions and are proposing a real-world test implementation to begin in the first half of 2021.

Moreover, to counter the possibility of commoditization of digital measurement, we are developing two additional paths that are incremental to the WFA approach.

One of these is to offer "WFA Plus" solutions, with enhanced features beyond the basic WFA methodology.

The other is to offer an alternative, non-WFA measurement for those publishers who decline to participate in the WFA framework.

We expect this alternative approach to be interoperable with WFA-based measurements.

Comscore Markets

In 2020, we developed and deployed our own market definitions (known as Comscore Markets) into our television, digital, and cross platform products.

During this time, we worked with agencies, local stations, and third-party processors so that Comscore Markets would be supported in existing media transactional systems.

We expect these market definitions to provide the flexibility needed for rapid innovation.

Comcast Integration

Also in 2020, we announced an agreement with Comcast to include de-identified Comcast set-top box data in our syndicated TV products.

We completed the integration of the Comcast data into our TVE and SVE products in December 2020, and local and national clients will begin to receive TVE and SVE data that includes Comcast contributions beginning with broadcasts in January 2021.

Google Ads Data Hub

Throughout 2020, we partnered with Google to build the next generation of YouTube measurement without third-party pixels.

In August, we announced the completion of our integration with Google's Ads Data Hub, or ADH.

We were the first company to complete integration for Reach in ADH.

During the remainder of 2020, we enhanced our ad-measurement services to include ADH, ensuring measurement continuity while enhancing reporting to include YouTube mobile applications utilizing our cross-platform panels.

Mobile Video into MMX MP

As part of our ongoing effort to provide solutions that measure digital audiences across all platforms, we introduced data enhancements to our Media Metrix Multi-Platform product in late 2020 that added video measurement from mobile smartphone and tablet devices.

This product now provides digital reach and engagement that is de-duplicated across content consumption methods for desktop and mobile devices, giving clients a better understanding of how their digital properties perform.

Also in 2020, we introduced Comscore Quick Score, a television ratings report that provides viewership insights to local media within 48 hours of broadcast for faster, more efficient ad sales, programming and promotional decisions.

Quick Score builds on the same data collection and processing backbone that powers TVE and SVE, while adding new algorithms and forecasting methods to generate estimates based on partial data.

The footprint of the data informing Quick Score spans millions of TV households.

LiveRamp Data Plus Math Integration

In October 2020, we partnered with LiveRamp to launch the next generation of outcome-based measurement with the latest version of LiveRamp's Data Plus Math powered by Comscore.

The expanded partnership and offering are designed to help advertisers, TV networks and multichannel video programming distributors ("MVPDs") maximize outcomes for advertising campaigns by allowing marketers to measure TV's impact on business outcomes at scale, across screens, and across formats.

The enhanced Data Plus Math solution leverages our comprehensive cross-platform ad exposure information from both set-top boxes and automatic content recognition enabled TVs.

Content Activation for Livestreaming Video

In 2020, we launched a CTV and video contextual targeting solution to help empower advertisers to target relevant and brand-safe CTV and video content programmatically.

This enhancement marks the next evolution in our Activation suite, which is designed to

Table of Conte nt s

help advertisers reach specific demographics, and behavioral TV and OTT audiences in brand-safe, relevant contexts across desktop, mobile, and CTV.

Intellectual Property

13 unchanged sentences

We license data from third-party providers across the media platforms that we measure.

Our licenses include agreements with Nielsen to license certain market (DMA) data used in our television products and Arbitron data used in our cross-platform solutions, as well as licenses with satellite, telecommunications and cable operators covering television and VOD viewership data, third-party scheduling datasets and data matching partners, and agreements with providers of demographic and behavioral mobile and panel data.

Our licenses include agreements with satellite, telecommunications and cable operators covering television and VOD viewership data, third-party scheduling datasets and data matching partners, and agreements with providers of demographic and behavioral mobile and panel data.

See "Our Approach to Media Measurement" above for a discussion of our data sourcing.

4 unchanged sentences

• Full-service market research firms, including Nielsen, Ipsos and GfK;

Companies that provide audience ratings for TV, radio and other media that have extended or may extend their current services, particularly in certain international markets, to the measurement of digital media, including Nielsen Audio (formerly Arbitron) and TiVo Corporation;

• Companies that provide audience ratings for TV, radio and other media that have extended or may extend their current services, particularly in certain international markets, to the measurement of digital media, including Nielsen Audio (formerly Arbitron) and Xperi Corporation;

• Online advertising companies that provide measurement of online ad effectiveness and ad delivery used for billing purposes, including Nielsen, Google and Facebook;

2 unchanged sentences

• Analytical services companies that provide customers with detailed information about behavior on their own websites, including Adobe Analytics, IBM Digital Analytics and WebTrends Inc.;

Companies that report Smart TV data such as Vizio, Alphonso, and Samba TV;

• Companies that report Smart TV data such as Vizio, Alphonso, Samsung, and Samba TV;

• Companies that provide consumers with TV and digital services such as AT&T and Comcast.

1 unchanged sentence

• The ability to provide accurate measurement of digital audiences across multiple digital platforms;

Table of Conte nt s

• The ability to provide TV audience measurement based on near-census data that increases accuracy and reduces variability;

15 unchanged sentences

Governments, privacy advocates and class action attorneys are increasingly scrutinizing how companies collect, process, use, store, share and transmit personal data.

New laws such as the California Consumer Privacy Act ("CCPA"), Brazil's General Data Protection Law ("LGPD") and the General Data Protection Regulation ("GDPR") in Europe and industry self-regulatory codes have been enacted, and more are being considered that will affect our ability (and our customers' ability) to reach current and prospective customers, to respond to individual customer requests under the laws, and to implement our business models effectively.

Laws such as the California Consumer Privacy Act ("CCPA"), Brazil's General Data Protection Law ("LGPD"), the General Data Protection Regulation ("GDPR") in Europe and industry self-regulatory codes have been enacted, and more are being considered that will affect our ability (and our customers' ability) to reach current and prospective customers, to respond to individual customer requests under the laws, and to implement our business models effectively.

The GDPR took effect in May 2018 and includes requirements regarding the collection and handling of individuals' personal data.

The CCPA went into effect in January 2020, and the LGPD is scheduled to come into effect in August

In addition, regulators in the European Union and elsewhere are increasingly focused on consent and the collection of data using tracking technologies, including recent guidance from the U.K.'s Information Commissioner's Office.

The CCPA went into effect in January 2020, and the LGPD went into effect in September 2020.

Failure to meet the applicable GDPR, CCPA or LGPD requirements, or failure to comply with privacy, data collection or consent requirements in other jurisdictions, could result in substantial penalties.

We participate in the EU-U.S.

Privacy Shield Framework and the Swiss-U.S.

Privacy Shield Framework as set forth by the U.S.

Department of Commerce regarding the collection, use, and retention of personal information transferred from the European Economic Area and Switzerland to the U.S.

We also monitor actions by the Federal Communications Commission and the Federal Trade Commission, including regulatory developments affecting Internet Service Providers and other industry participants.

Where we receive data from third-party service providers, our contracts with such providers obligate them to meet privacy and data security standards set forth therein, including a requirement to obtain appropriate consent or provide another appropriate legal basis for collection.

Our policies and protocols are designed to be consistent with the American Institute of Certified Public Accountants, Inc.

("AICPA") and the Canadian Institute of Chartered Accountants ("CICA") Trust Service Principles criteria for online privacy.

As of January 31, 2020, we had approximately 1,300 employees.

We believe our employee relations are good.

Our employees are not represented by labor unions outside of those few countries where union representation is a mandatory practice for doing business.

Human Capital Management

Our management of human capital is essential to the success of our company, and our management team is actively engaged in developing a strong, engaged team to execute on our business plans.

As of February 28, 2021, we had approximately 1,340 employees and 140 contingent providers/contractors.

Our employee population, which is comprised 93% of full-time employees and 7% of part-time employees, is dispersed across the globe, as outlined below as of December 31, 2020.

Percent of Employees

North America 66%

Asia-Pacific Rim 13%

Latin America 8%

The following table outlines the percentage of employees in different functional areas as of December 31, 2020:

Percent of Employees

Product and Technology 52%

Sales and Service 23%

General and Administrative 10%

Table of Conte nt s

Employee Engagement & Retention

The development, attraction and retention of talent is critical to the success of our business.

We focus on building employee engagement;

developing a positive culture of trust, transparency, learning, and involvement;

and competitive pay and benefits structures to attract and retain employees and protect the intellectual capital that we have built.

We regularly review our employee turnover and satisfaction rates, and develop strategies and tactics to improve employee engagement and retention.

On average, employee tenure is over six years, and more than 20% of our employees have been employed by our company for more than ten years.

We seek to attract and retain the best talent from a diverse group of sources around the world, in order to meet our current and future staffing needs.

In addition to a robust employee referral practice and independent outreach, we have developed relationships with universities, professional associations, and industry alliances to further increase our outreach and talent pool.

Our company conducted limited hiring in North America and Europe in 2020, but initiated a plan to increase staffing in our Pune, India and Santiago, Chile locations in order to meet staffing needs in a cost-effective manner.

Where feasible within the countries in which we operate, we provide a competitive and varied portfolio of healthcare, wellness, financial, and other benefit offerings to suit the diverse needs and lifestyles of our employees.

Within the United States, 88% of our employee population was enrolled in one of our healthcare plans as of December 31, 2020.

We provide virtual, on-demand learning opportunities to all employees, and we also develop and deliver custom learning programs to meet specific business needs and employee interests.

In 2020, approximately 64% of our employees participated in learning activities through the on-demand portal.

We believe we have strong labor practices and employee-friendly policies that enable a culture of trust, collaboration, and compliance.

Our employment standards begin and end with respect for the dignity and worth of each person.

Employees have multiple avenues through which to express opinions, ideas, and concerns, which enables an open culture of communication and inclusion;

our policies require that complaints are investigated and any findings are addressed.

Our employees are not represented by labor unions outside of those few countries where union representation is a customary practice of doing business.

The Company operates a Compliance Management System, a key component of which is mandatory training for all employees in areas including workplace harassment and our code of business conduct.

Work Environment

We believe we have created a work environment, whether in person or virtually, that represents our commitment to safety and wellness.

This was exemplified at the onset of the COVID-19 pandemic, when we acted quickly and conservatively to ensure that employees could work effectively from their homes and protect their own health and that of their households.

Over the course of the pandemic, we provided both system and technology capability as well as personal support, including wellness activities and resources, virtual social activities, support for working parents, and locational flexibility.

Supporting the person, not just the "worker," allowed us to pivot quickly and maintain business operations without endangering employees or customers.

We had no safety incidents or incidents of work-related COVID-19 infections reported in 2020.

Diversity and Inclusion

We strive to build and develop a workforce that reflects diversity, equity, and inclusion at all levels of the organization.

As of December 31, 2020, approximately 40% of our global workforce was female and approximately 36% of our executive leaders were female.

Within the United States, approximately 36% of our employees identified as a person of color or as other than white.

Our view is that our culture of involvement and appreciation of others enables us to more fully develop and leverage the strengths of our workforce to meet our business objectives.

We place a high value on inclusion and employee-led opportunities across the Company, including the Employee Resource Groups ("ERGs") which are sponsored by senior leadership but are developed and maintained by diverse groups of employees who share or champion common interests, representations, or causes.

We currently have ERGs in support of LGBTQ+ persons, people of color, women, young professionals, and remote workers.

We have amplified our conversation and actions relating specifically to inclusion and diversity in the last year, taking a more active executive stance and implementing learning and development initiatives, additional ERGs, virtual employee gatherings and activities, and talent acquisition opportunities.

Locations and Geographic Areas

1 unchanged sentence

Our primary geographic market is the United States, followed by Europe, Latin America, Canada and Asia.

For information with respect to our geographic markets, refer to Footnote 14 , Geographic Information , of the Notes to Consolidated Financial Statements.

For information with respect to sales by geographic markets, refer to Footnote 3 , Revenue Recognition , of the Notes to Consolidated Financial Statements.

Executive Officers and Directors

2 unchanged sentences

He was our President from January 2016 through May 2018.

Livek previously served as Vice Chairman and Chief Executive Officer of Rentrak Corporation, a media measurement and consumer targeting company, from June 2009 until our merger with Rentrak in January 2016.

Livek previously served as Vice Chairman and Chief Executive Officer of Rentrak Corporation, a media measurement and consumer targeting company, from June 2009 until our merger with

Table of Conte nt s

Rentrak in January 2016.

Prior to Rentrak, Mr.

5 unchanged sentences

Livek brings substantial industry experience and audience measurement expertise to our Board and management team.

Carol DiBattiste has served as our Chief Legal Officer since December 2019 and as our Chief Compliance Officer since April 2017.

She previously served as our General Counsel and Chief Privacy and People Officer from January 2017 to December 2019.

Prior to joining the Company, Ms.

DiBattiste held positions at the U.S.

Department of Veterans Affairs with the Board of Veterans' Appeals as Executive in Charge and Vice Chairman from August 2016 to January 2017, and Senior Advisor for Appeals Modernization, Office of the Secretary, from May 2016 to August 2016.

Prior to that, Ms.

DiBattiste served as Executive Vice President and Chief Legal, Privacy, Security and Administrative Officer of Education Management Corporation, an operator of for-profit post-secondary educational institutions, from March 2013 through March 2016.

She also served as Executive Vice President, General Counsel and Chief Administrative Officer of Geeknet, Inc., an online retailer, from April 2011 through March 2013.

Among other distinguished government positions, Ms.

DiBattiste served as Deputy Administrator of the U.S.

Transportation Security Administration from 2003 to 2005, as Under Secretary of the U.S.

Air Force from 1999 to 2001, as Deputy U.S.

Attorney (Southern District of Florida) from 1998 to 1999, as Director, Executive Office for U.S.

Attorneys from 1994 to 1998, and as Principal Deputy General Counsel, U.S.

Department of the Navy from 1993 to 1994.

DiBattiste holds an L.L.M., Law from the Columbia University School of Law, a J.D.

from Temple University School of Law, and a B.A., Sociology-Criminal Justice from LaSalle University.

Gregory Fink has served as our Chief Financial Officer and Treasurer since October 2017 and previously served as our Executive Vice President, Finance since joining the Company earlier in October 2017.

Prior to joining the Company, Mr.

Fink was the Senior Vice President, Controller and Chief Accounting Officer at Fannie Mae, a government-sponsored enterprise in the mortgage industry, since 2011, where he led a team of 600 professionals and oversaw a multi-billion-dollar annual expense budget.

He has more than 25 years of experience in accounting, financial reporting, business analytics, budgeting, internal controls and talent

Fink was the Senior Vice President, Controller and Chief Accounting Officer at Fannie Mae, a government-sponsored enterprise in the mortgage industry, since 2011.

He has more than 30 years of experience in accounting, financial reporting, business analytics, budgeting, internal controls and talent development.

Fink holds a B.S.

12 unchanged sentences

Rosenthal is the Founder of Mountain Hawk Capital Partners, LLC, an investment fund focused on small and microcap equities in the technology, media, telecom (TMT) and food industries.

Rosenthal has been the Non-Executive Chairman of the board of directors of RiceBran Technologies, a food company, since July 2016 and has served as an advisor to the board of directors and executive management of FLYHT Aerospace since December 2019.

Rosenthal has been the Lead Independent Director/Non-Executive Chairman of the board of directors of RiceBran Technologies, a food company, since July 2016 and served as an advisor to the board of directors and executive management of FLYHT Aerospace from December 2019 to June 2020 and as a member of the FLYHT Aerospace board of directors since June 2020.

He also served on the board of directors of SITO Mobile, Ltd., a mobile location-based media platform, from August 2016 to July 2018, and as Non-Executive Chairman of its board of directors from June 2017 to July 2018.

10 unchanged sentences

Rosenthal brings to our Board financial expertise and experience in the media and information industries.

Joanne Bradford has served as a director since April 2019.

She has been President of Honey Science Corp., an e-commerce technology platform, since August 2019.

Honey was acquired by PayPal in January 2020.

Prior to joining Honey, Ms.

Bradford was Chief Marketing Officer of SoFi, an online personal finance company, from June 2017 to May 2019.

She previously served as Chief Operating Officer of SoFi from July 2015 to June 2017.

Bradford served as Head of Partnerships at Pinterest, a social media web and mobile application company, from November 2013 to December 2015.

She previously held executive-level roles at the Hearst Corporation and San Francisco Chronicle, Demand Media, Yahoo!, and Microsoft Corporation.

Bradford has served as a director of Wave App, a small business software company, since October 2018 and OneLogin, a unified access management company, since July 2019.

Bradford holds a B.A.

in Journalism from San Diego State University.

Bradford brings to our Board over 20 years of experience leading product marketing, business development and programming, as well as building global sales and marketing teams.

Irwin Gotlieb has served as a director since April 2019.

Gotlieb has been a senior advisor to WPP plc, a multinational advertising and public relations company, since April 2018.

Gotlieb was a senior advisor to WPP plc, a multinational advertising and public relations company, from April 2018 through December 2020.

He was formerly the global Chief Executive Officer and Chairman of GroupM, a global media investment group, from its formation in early 2003 to 2012 and Chairman of GroupM until April 2018.

Gotlieb has served on the board of directors of Invidi, a media solutions company, since October 2007, and on the advisory board of Harland Clarke, a payment solutions company, from January 2014 to December 2018.

Gotlieb served on the board of directors of Invidi, a media solutions company, from October 2007 to June 2020, and on the advisory board of Harland Clarke, a payment solutions company, from January 2014 to December 2018.

Gotlieb brings over 40 years of industry experience to the Board and is the first media agency executive inducted into both the American Advertising Federation Hall of Fame and the Broadcasting & Cable Hall of Fame.

19 unchanged sentences

She has advanced to candidacy for a Ph.D.

in psychology.

Love brings over 30 years of industry experience in media and marketing research, strategic planning and business development to our Board.

4 unchanged sentences

Prior to Turner Broadcasting, Mr.

Martin was the Chief Financial and Administrative Officer of Time Warner, Inc.

Table of Conte nt s

the Chief Financial and Administrative Officer of Time Warner, Inc.

for six years.

8 unchanged sentences

You can read our SEC filings, including this 10-K as well as our other periodic and current reports, on the SEC's website at www.sec.gov .

Table of Conte nt s

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

What changed 10-K

Item 1. Business