What changed in this filing

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Item 1. Business

2022-03-02 compared with 2021-03-10 · 167 added, 126 removed, 274 unchanged (52% of the section changed)

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and its consolidated subsidiaries.

We have registered trademarks around the globe, including Unified Digital Measurement®, UDM®, vCE®, Metrix®, Essentials®, Box Office Essentials®, OnDemand Essentials®, OnDemand Everywhere®, and TV Essentials®.

We have registered trademarks around the globe, including Unified Digital Measurement®, UDM®, vCE®, Metrix®, Essentials®, Box Office Essentials®, OnDemand Essentials®, and TV Essentials®.

This 10-K also contains additional trademarks and trade names of our company and our subsidiaries.

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Recent Key Developments

Leadership Changes

On July 21, 2021, Gregory Fink resigned as our Chief Financial Officer ("CFO") and Treasurer, effective August 31, 2021.

On October 19, 2021, our Board of Directors appointed Jonathan Carpenter as CFO and Treasurer, effective November 29, 2021.

On December 10, 2021, our Board of Directors appointed Mary Margaret Curry as Chief Accounting Officer.

On February 28, 2022, our Chief Executive Officer ("CEO") and Executive Vice Chairman, William Livek, announced his intention to retire as CEO and transition to a non-executive Vice Chairman role after his successor as CEO is named.

Livek plans to serve as non-executive Vice Chairman of our Board of Directors through the completion of his term in 2024.

Acquisition of Shareablee

On December 16, 2021, we entered into an Agreement and Plan of Merger (the "Merger Agreement") with Shareablee, Inc.

("Shareablee").

Pursuant to the Merger Agreement, we acquired Shareablee for a total purchase price of up to $45.0 million, subject to certain adjustments and achievement of certain conditions set forth in the Merger Agreement.

At closing, the aggregate consideration payable to the former holders of Shareablee's capital stock and warrant, and certain underlying equity awards that we assumed in the acquisition, was approximately 9.1 million shares of our common stock, including an estimated working capital adjustment.

The number of shares of common stock issuable at closing was determined by dividing (x) $36.4 million, plus the exercise price of options that we assumed, by (y) a price per share of our common stock of $4.12.

The closing price of our common stock on the Nasdaq Global Select Market on December 16, 2021 was $3.14 per share.

With the closing of the Shareablee acquisition, we plan to expand our Media Metrix® and Video Metrix® currencies to include Shareablee's social media engagement and video insights, in order to bridge the industry gap of traditional digital and social measurement services that exists today.

We expect the combined audience insights of Comscore and Shareablee to give media companies, brands and advertisers an unmatched understanding of cross-platform consumer engagement and reach.

Integration plans call for Comscore digital products to benefit from Shareablee data, and for Shareablee clients to have additional advantages with curated views of Comscore digital data embedded in their Shareablee dashboards.

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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.

("Qurate") and Pine Investor, LLC ("Pine").

The issuance of securities pursuant to the Securities Purchase Agreements (the "Transactions") and related matters were approved by our stockholders on March 9, 2021 and completed on March 10, 2021.

At the closing of the Transactions, we issued and sold (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 were 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.

Additionally, in connection with the closing, we repaid 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 6 , 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

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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.

During 2020 and the first half of 2021, the COVID-19 pandemic and related government mandates and restrictions had a significant impact on the media, advertising and entertainment industries in which we operate.

The pandemic also had an 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.

In response to the COVID-19 pandemic, we took 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 reducing certain travel, marketing, recruiting and other corporate activities.

Although we cannot quantify the impact that the pandemic may have on our business in the future, we have seen positive recovery in the current year, including the reopening of theaters in most markets worldwide.

Background and Market

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The growing adoption of digital technologies also allowed measurement of the behavior of consumers' online activities.

Based on this vision, we built a global opt-in panel of over two million individuals that provided insight into online activities.

In 2002, we acquired Media Metrix, an internet ratings brand with its own panel of consumers.

Anticipating that mobile would become a key digital platform in the future, we acquired mobile measurement specialist M:Metrics in 2008.

In 2009, we introduced our proprietary Unified Digital Measurement ("UDM") methodology, which allowed us to unite consumer panel data with census-level data from tags that we implemented on websites and their content and later from software development kits on mobile apps.

To expand our global presence in Latin America and Europe, we acquired Certifica in 2009 and NedStat in 2010, respectively.

To enhance our product offerings and expand our presence in certain markets, we acquired ARS in 2010, M.Labs, LLC in 2014, Proximic, Inc.

in 2015, and Compete, Inc.

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 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.

Based on this vision, we built a global opt-in panel that provided insight into online activities.

Over the years we have enhanced our product offerings by uniting panel data with census-level data from website tags and other sources, and we expanded our presence in various markets.

In 2016, we merged with Rentrak Corporation ("Rentrak"), a global media measurement and advanced consumer targeting company serving the entertainment, television, video and advertising industries.

Following the Rentrak merger, we have access to millions of television and video on demand ("VOD") screens and the ability to measure box office results from movie screens across the world.

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

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

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

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We deliver our products and services through diverse methods to meet the needs of our customers.

These include Software-as-a-Service delivery platforms, application programming interface and other data feeds that integrate directly with customer systems, and integrations with advertising technology providers such as data management platforms and demand-side platforms that enable data management, ad management and programmatic ad trading.

These include Software-as-a-Service ("SAAS") delivery platforms, application programming interface and other data feeds that integrate directly with customer systems, and integrations with advertising technology providers such as data management platforms and demand-side platforms that enable data management, ad management and programmatic ad trading.

Our Products and Services

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• Movie studios and movie theater operators;

• Financial service companies, including buy and sell-side investment firms, consumer banks and credit card issuers;

• Financial service companies, including investment firms, consumer banks and credit card issuers;

• Manufacturers and retailers of consumer products such as consumer packaged goods, pharmaceuticals, automotive and electronics;

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

During 2021, our products and services were organized around three solution groups:

• 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;

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• Movies Reporting and Analytics products and services that measure movie viewership and box office results by capturing movie ticket sales in real time or near real time and include box office analytics, trend analysis and insights for movie studios and movie theater operators worldwide.

We categorize our revenue along these three solution groups;

We categorize our revenue for 2021 and prior periods along these three solution groups;

however, our shared cost structure is defined and tracked by function and not by our solution groups.

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• 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.

• Cross-Platform Solutions at the national and local level, which provide an unduplicated view of reach, engagement and audience overlap across TV and digital platforms.

Solutions include Comscore Campaign Ratings, which expands upon validated Campaign Essentials ("vCE") verification of mobile and desktop video campaigns with the addition of video advertising delivered via OTT and TV and provides unduplicated reporting that enables ad buyers and sellers to negotiate and evaluate campaigns across media platforms.

• OnDemand Essentials, which provides multichannel video programming distributors and content providers with transactional tracking and reporting based on millions of television screens, enabling our customers to plan advertising campaigns that more precisely target consumers watching on-demand video content.

• Comscore Campaign Ratings ("CCR"), which expands upon validated Campaign Essentials ("vCE") verification of mobile and desktop video campaigns with the addition of video advertising delivered via OTT and TV and provides unduplicated reporting that enables ad buyers and sellers to negotiate and evaluate campaigns across media platforms.

• vCE, which validates whether digital ad impressions are visible to humans, identifies those that are fraudulent (e.g., delivered to automated bots or requested by malware), and verifies that ads are shown in brand safe content and delivered to the right audience targets.

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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.

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

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

Applications include path-to-purchase analyses, competitive benchmarking, and market segmentation studies.

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Applications include path-to-purchase analyses, competitive benchmarking, market segmentation studies, and branded content analytics.

• Lift Models, which measure the impact of advertising on a brand across multiple behavioral and attitudinal dimensions such as brand awareness, purchase intent, online visitation, online and offline purchase behavior and retail store visitation, enabling customers to fine tune campaign strategy and execution.

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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.

Movies Reporting and Analytics products and services measure movie viewership and box office results by capturing movie ticket sales in real time or near real time and include box office analytics, trend analysis and insights for movie studios and movie theater operators worldwide.

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• 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;

• Designing solutions to continue to measure the online media space in the face of increased privacy concerns, including the development of industry-compatible, interoperable methodologies that will function as browser, regulatory, and legal environments change;

• 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.

• Continuing to develop expertise in combining multiple data assets, both to leverage single-platform datasets into representative cross-platform measurements as well as working with the data of partner companies, allowing us to enhance existing services and create new and innovative audience measurement products.

These efforts include original research into the measurement of data overlaps and deduplication in the measurement of reach.

New Product Investments and Releases

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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

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

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

In addition, in June 2021 we were selected by the Association of National Advertisers as a partner in their Cross-Media Measurement initiative for a pilot in measuring privacy-preserving reach and frequency measurements for television and digital media audiences, which is capable of reporting both demographics and cross-platform deduplication.

In December 2021, OpenAP and the Video Advertising Bureau identified Comscore as a participating measurement company in XPm, their cross-platform measurement framework that is backed by national TV publishers.

Comscore Predictive Audiences

With third-party cookie deprecation fast approaching, advertisers need bold new solutions to ensure their campaigns continue to reach the right audiences without interruption.

In the first quarter of 2021 we launched Predictive Audiences – a cookie-free targeting capability that enables advertisers to reach audiences based on granular consumer behavior through privacy-friendly contextual signals.

This solution delivers scale and precision beyond what was previously available in the industry, and can be used across digital, mobile, and CTV campaigns.

Branded Content Reporting

In 2021, we partnered with Hive, a leading provider of enterprise AI solutions, to reinvent its Branded Content reporting.

Hive's computer vision technology is utilized to identify logos within video content.

This detection from Hive is coupled with Comscore's media information to size the audiences to branded content, as well as describing those audiences based on demographics and advanced attributes.

Comscore Consumer Intelligence

Comscore Consumer Intelligence, powered by Consumer Orbit, provides local TV stations, local digital publishers and media buyers with actionable consumer insights to connect consumer behaviors with local television and digital consumption.

Comscore Consumer Intelligence is a local market audience segmentation and buying and sales tool that provides a comprehensive and granular view of what linear and digital audiences are searching online to buy, where they are shopping and how they interact with media.

It is delivered monthly, compared to other consumer segmentation tools that are delivered annually.

Intellectual Property

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We rely on trademarks and service marks to protect our intellectual property assets and believe these are important to our marketing efforts and the competitive value of our products and services.

We have registered trademarks around the globe, including Unified Digital Measurement®, UDM®, vCE®, Metrix®, Essentials®, Box Office Essentials®, OnDemand Essentials®, and TV Essentials®.

This 10-K also contains additional trademarks and trade names of our Company and our subsidiaries.

All trademarks and trade names appearing in this 10-K are the property of their respective holders.

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

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

• Television measurement competitors, which are evolving with the marketplace and now include advertising measurement startups such as VideoAmp, iSpot and others;

• 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;

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

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

• The ability to provide de-duplicated audience measurement across platforms;

• The ability to provide deduplicated audience measurement across platforms;

• The ability to provide actual, accurate and reliable data regarding audience behavior and activity in a timely manner, including the ability to maintain large and statistically representative panels;

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

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.

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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 went into effect in September 2020.

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 and other data protection agencies.

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.

Beginning in January 2023, three new state privacy laws (and their applicable regulations) are scheduled to come into effect.

The California Privacy Rights Act of 2020 ("CPRA") is scheduled to become fully operative on January 1, 2023 (substantially expanding the CCPA);

the Virginia Consumer Data Protection Act is scheduled to become effective on January 1, 2023;

and the Colorado Privacy Act is scheduled to become effective on July 1, 2023.

In addition, regulators in the European Union and elsewhere are increasingly focused on consent and the collection of data using tracking technologies and cross-border data transfers.

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

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.

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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.

As of January 31, 2022, we had 1,355 employees and 145 contingent providers/contractors.

Our employee population, which is comprised 94% of full-time employees and 6% of part-time employees, is dispersed across the globe, as outlined below as of December 31, 2021.

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General and Administrative 11%

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Employee Engagement & Retention

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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.

In 2021, our company conducted hiring in North America, Europe, India, and Latin America.

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.

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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.

The Company operates a Compliance

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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.

In light of continued uncertainty in public health, we continue to provide flexibility to work remotely to ensure that employees can work effectively from their homes and protect their own health and that of their households.

We provide both system and technology capability as well as personal support, including wellness activities and resources, virtual social activities, and support for working parents.

Supporting the person, not just the "worker," allows us to maintain business operations without endangering employees or customers.

We had no safety incidents or known incidents of work-related COVID-19 transmissions reported in 2021.

Diversity and Inclusion

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We are located around the globe with employees in 18 countries.

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

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

For information with respect to sales by geographic markets, refer to Footnote 4 , Revenue Recognition , of the Notes to Consolidated Financial Statements.

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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

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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 Rentrak in January 2016.

Prior to Rentrak, Mr.

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

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.

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.

in Business Administration with an accounting emphasis from San Diego State University and is a Certified Public Accountant.

Jonathan Carpenter has served as our Chief Financial Officer and Treasurer since November 2021.

Carpenter previously served as Chief Financial Officer of Publishers Clearing House, a direct marketing and media company, from June 2016 until November 2021.

Prior to Publishers Clearing House, he served in divisional CFO roles for Nielsen Company, Sears Holdings and NBC Universal.

He began his career with General Electric in the GE Financial Management Program.

Carpenter holds a bachelor's degree in economics from the University of Vermont.

Christopher Wilson has served as our Chief Commercial Officer since April 2019.

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Non-Executive Directors

Brent Rosenthal has served as Chairman of the Board since April 2018 and as a director since January 2016.

Brent Rosentha l has served as Chairman of the Board since April 2018 and as a director since January 2016.

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 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.

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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.

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

Nana Banerjee has served as a director since March 2021.

Banerjee has been a consultant to Cerberus Capital Management, a private equity firm, since September 2021.

From March 2020 to September 2021, he served as a senior managing director of Cerberus Global Technology Solutions.

Banerjee brings extensive experience in leading, innovating and scaling analytics and technology businesses globally.

Prior to joining Cerberus, he served as the President and CEO of McGraw-Hill, an education solutions company, and a member of its Board of Directors from April 2018 to October 2019.

From September 2012 to March 2018, he was group president and an executive officer of Verisk Analytics, a data analytics company, with responsibility for its high-growth businesses as well as oversight responsibility for its joint data and development environment and its centralized AI and advanced analytics organizations.

He joined Verisk as part of its acquisition of Argus Information and Advisory Services, where he was CEO, and co-president and chief operating officer in prior roles.

In other prior roles, Dr.

Banerjee served as head of Citibank's credit card business in the United Kingdom and as vice president of marketing and analytics at GE Capital.

Banerjee has a Ph.D.

in applied mathematics from the State University of New York, a M.S.

degree in mathematics from the Indian Institute of Technology, Delhi, and a B.S.

degree with honors in mathematics from St.

Stephens College, Delhi.

Banerjee's extensive experience in analytics and technology enable him to bring valuable perspective to our Board.

Itzhak Fisher has served as a director since March 2021.

Fisher is the Chairman and founder (2014 to present) of Pereg Ventures, a venture capital fund that invests in B2B information services businesses across the United States and Israel.

Previously, he served in senior product and business development roles at Nielsen, as founder and Executive Chairman of Trendum, and as President and CEO of RSL Communications, where he built a telecommunications company that operated in over 20 countries and generated more than $1.5 billion in revenues.

He also served on the board of directors of SITO Mobile from June 2017 to July 2018.

Fisher received a B.S.

in Computer Science from New York Institute of Technology and completed advanced studies in computer science at New York University.

His other affiliations include the Strategic Advisory Group, Goldman Sachs;

Advisory Board, NYU Courant Institute of Mathematical Sciences;

and President's Council, Tufts University.

Fisher brings to our Board substantial experience in creating, operating and investing in digital, media and retail companies.

Irwin Gotlieb has served as a director since April 2019.

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.

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

Jacques Kerrest has served as a director since June 2017.

Kerrest served as Executive Vice President and CFO of Intelsat S.A., a communications satellite services provider, from February 2016 to June 2019.

Prior to his appointment at Intelsat, he held executive-level roles at numerous leading technology and communications companies, including ActivIdentity Corporation, Virgin Media Inc., Harte-Hanks Corporation and Chancellor Broadcasting Company.

Previously, Mr.

Kerrest served on the boards of directors of several public companies.

Kerrest received his Master of Science Degree from Faculté des Sciences Économiques in Paris, France, and an M.B.A.

from Institut D'Etudes Politiques De Paris in Paris, France as well as the Thunderbird School of Global Management in Glendale, Arizona.

Kerrest's deep financial expertise and background enable him to bring valuable perspective to our Board.

Kathleen Lov e has served as a director since April 2019.

Love is currently the Chief Executive Officer of Motherwell Resources LLC, a company devoted to management consulting and executive coaching, which she founded in 2013.

Prior to founding Motherwell, Ms.

Love served as the President and Chief Executive Officer of GFK MRI (formerly Mediamark Research), a media research company, from 2000 to 2013.

David Kline has served as a director since March 2021.

Kline is Executive Vice President at Charter Communications, a communications and media company, and President of Spectrum Reach, the advertising sales division of Charter.

Kline joined Charter in 2015 and provides strategic leadership to guide the company in both the traditional and advanced TV advertising space.

Kline joined Charter from Visible World (now FreeWheel), where he served as President and COO directing their household addressable sales and programmatic advertising efforts.

Earlier in his career, he served as President and COO of Cablevision Media Sales (now Altice Media Solutions) for more than 17 years.

Kline serves on the board of directors for the Video Advertising Bureau and private companies Ampersand, Blockgraph and Canoe.

He received a B.A.

in a personalized study program focusing on marketing, finance, accounting and management from Ohio State University.

Kline is a pioneering leader in the traditional and advanced TV advertising space and brings valuable relationships and perspective to our Board.

Pierre Liduena has served as a director since April 2021.

Liduena is Group Vice President, Business Development at Charter Communications, a communications and media company, where he manages strategic partnerships for Charter.

Prior to this he was Vice President, Corporate Development at Charter, where he managed M&A and Corporate Ventures activities.

Prior to joining Charter in 2012, Mr.

Liduena worked at UBS in the Technology, Media & Telecom investment banking group, and at EY in the Audit and Transaction Advisory groups.

Liduena holds a Master in Management from EDHEC Business School in France, and an M.B.A.

from the Wharton School of the University of Pennsylvania.

In addition, he is a graduate of the Cable Executive Management program at Harvard Business School.

Liduena brings to our Board financial expertise and substantial M&A and industry experience.

Kathi Love has served as a director since April 2019.

Love is currently the CEO of Motherwell Resources LLC, a company devoted to management consulting and executive coaching.

Prior to founding Motherwell in 2013, Ms.

Love served as the President and CEO of GFK MRI (formerly Mediamark Research).

MRI produced audience ratings for the consumer magazine industry in the United States, along with offering a projectable database on the demographics, attitudes, activities and buying behaviors of the U.S.

Table of Conte nt s

MRI also developed and sold various software products.

Love was inducted into the Market Research Council Hall of Fame.

Prior to joining MRI, Ms.

6 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.

John Martin has served as a director since May 2019.

Martin was the Chairman and CEO of Turner Broadcasting System, Inc., a media and entertainment company, from January 2014 through June 2018.

At Turner Broadcasting, Mr.

Martin oversaw a portfolio of networks including CNN, TBS, TNT, Cartoon Network, Adult Swim and Turner Sports.

Prior to Turner Broadcasting, Mr.

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

for six years.

Martin holds an M.B.A.

from Columbia University and a B.S.

from the Wharton School of Business.

Martin brings substantial industry experience and financial expertise to our Board.

in psychology and is a professional certified executive coach (PCC) and a member of the International Coach Federation (ICF).

She has served on the board of directors of the Advertising Research Foundation, The Media Behavior Institute and the Market Research Council, of which she is past President.

She sits on the board of the Associate Alumnae of Douglass College and serves as the treasurer and on the investment committee.

She also uses her coaching skills during pro bono work at the Atlas School for Autism.

Marty Patterson has served as a director since March 2021.

Patterson currently serves as Vice President of Liberty Media Corporation, Qurate Retail, Inc., Liberty TripAdvisor Holdings, Inc.

and Liberty Broadband Corporation.

He has been with Liberty Media Corporation, a media, communications and entertainment company, and its predecessors since 2010.

Patterson currently serves as a director of Skyhook Wireless, Inc.

and was formerly a director of Ideiasnet S.A.

He received his B.A.

from Colorado College and is a CFA Charterholder.

Patterson brings to our Board extensive experience identifying and evaluating investment opportunities in the technology, media and telecommunications sectors.

Brian Wendling has served as a director since March 2021.

Wendling is Chief Accounting Officer and Principal Financial Officer of Liberty Media Corporation, Qurate Retail, Inc.

and Liberty Broadband Corporation.

He is also Senior Vice President and Chief Financial Officer of Liberty TripAdvisor Holdings, Inc.

Wendling has held various positions with these companies and their predecessors since 1999.

Prior to joining these companies, he worked in the assurance practice of the accounting firm KPMG.

Wendling has previously served on the boards of Fun Technologies Inc.

and CommerceHub, Inc.

He also serves on the board of Clothes to Kids of Colorado.

He received his Bachelor of Science degree in accounting from Indiana University.

Wendling brings over 25 years of accounting, public reporting and compliance experience to our Board.

Available Information

We make our periodic and current reports along with amendments to such reports available, free of charge, on our website as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC.

Our website address is www.comscore.com, and such reports are filed under "SEC Filings" in the Investor Relations section of our website.

Our website address is www.comscore.com, and such reports are made available free of charge under "SEC Filings" in the Investor Relations section of our website.

Information contained on our website is not part of this 10-K and is not incorporated herein by reference.

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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.

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Item 1. Business