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We are a global information and analytics company that measures advertising, content, and the consumer audiences of each, across media platforms.
−Removed: 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.
+Added: 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"), 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.
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Our customers include digital publishers, television networks, movie studios, content owners, brand advertisers, agencies and technology providers.
−Removed: 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.
+Added: The information we analyze crosses geographies, types of content and activities, including websites, mobile and over the top ("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.
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Leadership Changes
−Removed: On July 21, 2021, Gregory Fink resigned as our Chief Financial Officer ("CFO") and Treasurer, effective August 31, 2021.
−Removed: On October 19, 2021, our Board of Directors appointed Jonathan Carpenter as CFO and Treasurer, effective November 29, 2021.
−Removed: On December 10, 2021, our Board of Directors appointed Mary Margaret Curry as Chief Accounting Officer.
−Removed: 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.
−Removed: Livek plans to serve as non-executive Vice Chairman of our Board of Directors through the completion of his term in 2024.
−Removed: Acquisition of Shareablee
−Removed: On December 16, 2021, we entered into an Agreement and Plan of Merger (the "Merger Agreement") with Shareablee, Inc.
−Removed: ("Shareablee").
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: The closing price of our common stock on the Nasdaq Global Select Market on December 16, 2021 was $3.14 per share.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: On July 5, 2022, our Board of Directors (the "Board") appointed Jonathan Carpenter as our Chief Executive Officer, effective July 6, 2022.
+Added: In connection with Mr.
+Added: Carpenter's appointment, William Livek retired as our Chief Executive Officer.
+Added: Also on July 5, 2022, the Board appointed Mary Margaret Curry as our Chief Financial Officer and Treasurer, effective July 6, 2022.
+Added: Curry continues to serve as our principal accounting officer.
+Added: On August 22, 2022, our Board appointed Greg Dale as Chief Operating Officer and David Algranati as Chief Innovation Officer of the Company, effective August 23, 2022.
+Added: We also announced that our Chief Commercial Officer, Chris Wilson, would depart the Company effective October 1, 2022.
+Added: Organizational Restructuring
+Added: On September 29, 2022, we communicated a workforce reduction as part of our broader efforts to improve cost efficiency and better align our operating structure and resources with strategic priorities (collectively, the "Restructuring Plan").
+Added: In addition to employee terminations, the Restructuring Plan is expected to include the reallocation of commercial and product development resources;
+Added: reinvestment in and modernization of key technology platforms;
+Added: consolidation of data storage and processing activities to reduce our data center footprint;
+Added: and reduction of other operating expenses, including software and facility costs.
+Added: We may also determine to exit certain activities in certain geographic regions in order to more effectively align resources with business priorities.
+Added: Amendment to Revolving Credit Agreement
+Added: On February 25, 2022, we entered into an amendment to our senior secured revolving credit agreement (the "Revolving Credit Agreement") to expand our aggregate borrowing capacity from $25.0 million to $40.0 million.
+Added: The 2022 amendment also replaced the Eurodollar Rate with a SOFR-based interest rate and modified the Applicable Rate definition in the Revolving Credit Agreement to increase the Applicable Rate payable on SOFR-based loans to 2.50%.
+Added: Finally, the amendment modified certain financial covenants under the Revolving Credit Agreement.
+Added: On February 24, 2023, we entered into an additional amendment to the Revolving Credit Agreement that further modified our financial covenants, introduced a minimum liquidity covenant, and increased the Applicable Rate payable on SOFR-based loans to 3.50%.
+Added: Refer to Footnote 16 , Subsequent Events, of the Notes to the Consolidated Financial Statements for additional information about the 2023 amendment.
Table of Conte nt s
−Removed: Strategic Investment Transactions
−Removed: On January 7, 2021, we entered into separate Securities Purchase Agreements with each of Charter Communications Holding Company, LLC ("Charter"), Qurate Retail, Inc.
−Removed: ("Qurate") and Pine Investor, LLC ("Pine").
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: Refer to Footnote 6 , Debt for additional information on the Notes and the Secured Term Note.
−Removed: 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.
+Added: Macroeconomic Factors
+Added: During 2020 and 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.
−Removed: 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.
−Removed: 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.
+Added: In response to the COVID-19 pandemic, we took actions in 2020 and 2021 to mitigate the 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.
+Added: Although we cannot quantify the impact that the pandemic may have on our business in the future, we saw positive recovery in 2022, including the reopening of theaters in most markets worldwide.
+Added: At the same time, however, macroeconomic factors such as inflation, rising interest rates, and supply chain disruptions caused some advertisers to reduce or delay advertising expenditures in the second half of 2022.
+Added: These declines had a direct impact on demand for our products, particularly those for which we recognize revenue based on impressions used.
+Added: We expect that softness in the advertising market will continue to affect our business in 2023.
Background and Market
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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.
−Removed: 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.
−Removed: 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.
−Removed: We also have an opt-in Total Home Panel, which enables measurement of household devices that use a home's internet connection, whether traditional mobile and computer devices, streaming media devices, gaming consoles or Internet of Things ("IOT") devices, which may include devices such as smart speakers, thermostats, and appliances.
+Added: We also 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.
+Added: In December 2021, we acquired Shareablee, Inc.
+Added: ("Shareablee"), allowing us 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.
Our Approach to Media Measurement
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These panelists have agreed to install our passive metering software on their devices, home network or both.
−Removed: • We collect data from our near-census digital network whereby content publishers implement our software code (referred to as "tagging") on their websites, in mobile applications and video players to provide us usage information.
+Added: • Comscore's Digital Census Data is our census digital network whereby content publishers share information with us.
+Added: That sharing includes direct integrations with the publishers, as well as publishers' implementation of our software code (referred to as "tagging") on their websites, in mobile applications and video players to provide us usage information.
• We license certain demographic and behavioral mobile and panel data from third-party data providers.
• We obtain television viewership information from satellite, telecommunications, connected (Smart) TV and cable operators covering millions of television and VOD screens.
−Removed: Table of Conte nt s
• We measure gross receipts and attendance information from movie screens across the world.
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• We have created an opt-in Total Home Panel, which can capture data that runs through a home's internet connection.
−Removed: This expands our intelligence to include such activity as game console and IOT device usage.
+Added: This expands our intelligence to include such activity as game console and Internet of Things ("IOT") device usage.
+Added: • We collect content and advertising data from major social platforms for measurement, audience, and lift analysis.
+Added: Table of Conte nt s
Data Science and Management
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We have created innovations such as:
−Removed: • Our UDM methodology, which allows us to combine person-centric panel data with website server data.
+Added: • Our United Digital Measurement ® ("UDM") methodology, which allows us to combine person-centric panel data with website server data.
We believe this gives our customers greater accuracy, granularity and relevance in audience measurement.
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This de-duplication allows us to measure the reach and frequency of advertising and content exposure across platforms and over time.
−Removed: • An ability to validate advertising delivery and detect fraud through our Invalid Traffic and Sophisticated Invalid Traffic filtration methods.
−Removed: These methods have been accredited by the Media Rating Council, which provides our customers with added assurances of validity and reliability.
• 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.
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• Network operators including cable companies, mobile operators and internet service providers;
−Removed: • OTT providers and distributors of streaming video content;
+Added: • Distributors of streaming video content;
• Digital content publishers and internet technology companies;
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• Political campaigns and related organizations.
+Added: During 2022, our products and services were organized around two solution groups:
+Added: • Digital Ad Solutions provide measurement of the behavior and characteristics of audiences across digital platforms, including computers, tablets, mobile and other connected devices.
+Added: This solution group also includes custom offerings that provide end-to-end solutions for planning, optimization and evaluation of advertising campaigns and brand protection across digital platforms, including transactional outcome-based measurement driven by our Activation and Comscore Campaign Ratings ("CCR") products.
+Added: • Cross Platform Solutions provide measurement of content and advertising audiences across local, national and addressable television, including consumption through connected (Smart) televisions, and are designed to help customers find the most relevant viewing audience whether that viewing is linear, non-linear, online or on-demand.
+Added: This solution group also includes custom offerings that provide end-to-end solutions for planning, optimization and evaluation of advertising campaigns across platforms.
+Added: In addition, this solution group includes products that measure movie viewership and box office results by capturing movie ticket sales in real time or near real time and includes box office analytics, trend analysis and insights for movie studios and movie theater operators worldwide.
Table of Conte nt s
−Removed: During 2021, our products and services were organized around three solution groups:
−Removed: • 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;
−Removed: • 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;
−Removed: • 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.
−Removed: We categorize our revenue for 2021 and prior periods along these three solution groups;
+Added: We categorize our revenue for 2022 and prior periods along these two solution groups;
however, our shared cost structure is defined and tracked by function and not by our solution groups.
These shared costs include employee costs, operational overhead, data centers and our technology that supports our product offerings.
−Removed: Ratings and Planning products and services are designed to help customers find the most relevant viewing audience, whether that viewing is linear, non-linear, online or on-demand.
−Removed: These products and services include:
+Added: Digital Ad Solutions products and services include :
• 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.
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These products also provide competitive intelligence such as cross-site visiting patterns, traffic source/loss reporting and local market trends.
−Removed: • 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.
+Added: • Video Metrix Multi-Platform, which delivers unduplicated measurement of digital video consumption across computer, smartphone, tablet and connected TV ("CTV") 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.
−Removed: • TV Essentials ("TVE"), which combines TV viewing information with marketing segmentation and consumer databases for enhanced audience intelligence.
−Removed: TVE data is also used in analytical applications to help customers better understand the performance of network advertising campaigns.
−Removed: • 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.
−Removed: • 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.
−Removed: 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.
−Removed: • 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.
−Removed: • 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.
−Removed: 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.
−Removed: • Total Home Panel Suite, including OTT Intelligence and Connected Home, which capture OTT, connected TV ("CTV"), and IOT device usage and content consumption.
+Added: • Total Home Panel Suite, including CTV Intelligence and Connected Home, which capture 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.
−Removed: 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.
−Removed: Analytics and Optimization products and services provide end-to-end solutions for planning, optimization and evaluation of advertising campaigns and brand protection.
−Removed: These products are primarily a part of customized data services.
−Removed: These products and services include:
+Added: Comscore CTV Intelligence provides clients with critical insight into consumer streaming activity on TV-connected devices, including smart TVs, streaming sticks and boxes, and gaming consoles.
+Added: • CCR, which expands upon validated Campaign Essentials ("vCE") verification of mobile and desktop video campaigns with the addition of video advertising delivered via digital, CTV and TV and provides unduplicated reporting that enables ad buyers and sellers to negotiate and evaluate campaigns across media platforms.
+Added: • XMedia Enhanced, which provides a deduplicated view of national programming content across TV, digital, and CTV platforms.
• 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.
−Removed: Table of Conte nt s
Applications include path-to-purchase analyses, competitive benchmarking, market segmentation studies, and branded content analytics.
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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.
−Removed: 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.
−Removed: These products and services include:
−Removed: • 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.
−Removed: • PostTrak, which is an exit polling service that reports audience demographics and the aspects of each title that trigger interest and attendance.
−Removed: • Swift, which is an electronic box office reporting system that facilitates the flow of reconciled theater-level ticket transactions.
+Added: A new addition to the Content Activation suite, Predictive Audiences delivers contextually delivered, ID-free segments based on granular audience behaviors.
+Added: Cross Platform Solutions products and services include :
+Added: • Comscore TV - National, which combines TV viewing information with marketing segmentation and consumer databases for enhanced audience intelligence.
+Added: Comscore TV - National data is also used in analytical applications to help customers better understand the performance of network advertising campaigns.
+Added: • Comscore TV - Local, 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.
+Added: • 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.
+Added: • Movie Solutions, including 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;
+Added: PostTrak, which is an exit polling service that reports audience demographics and the aspects of each title that
+Added: Table of Conte nt s
+Added: trigger interest and attendance;
+Added: and Swift, which is an electronic box office reporting system that facilitates the flow of reconciled theater-level ticket transactions.
• Hollywood Software Suite, including Comscore Theatrical Distribution System ("TDS"), Comscore Exhibitor Management System ("EMS"), Comscore Enterprise Web, and Cinema Auditorium Control Engine ("ACE").
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• 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;
−Removed: • 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;
−Removed: • 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;
+Added: • Designing solutions to continue to measure the online media space while honoring 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 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.
−Removed: These efforts include original research into the measurement of data overlaps and deduplication in the measurement of reach.
−Removed: New Product Investments and Releases
+Added: These efforts include original research into the measurement of data overlaps and de-duplication in the measurement of reach.
+Added: Recent Product Investments and Releases
Cookieless - Engineering Products in a Privacy Centric World
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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.
−Removed: Table of Conte nt s
−Removed: We are adopting new methodologies to lead this transition to a more privacy-centric world.
+Added: We are adopting and developing 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.
−Removed: 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.
−Removed: We are creating measurement innovations designed to produce stronger products engineered for privacy.
−Removed: We are also engaged in industry initiatives that focus on the viability and success of the "free web," which is driven by advertising investment.
−Removed: One of these initiatives, championed by Google and Facebook, is a proposal from the World Federation of Advertisers.
−Removed: 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.
−Removed: 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.
+Added: In parallel, our work with existing and new partners to collaborate and test emerging solutions is intended to expand the reach of our large-scale integrations.
+Added: We are creating measurement innovations designed to produce stronger products engineered for privacy, building from the pioneering UDM concept and moving toward privacy-first consented identifiers and methodologies.
+Added: We are also engaged in industry initiatives that focus on the viability and success of cross media measurement to support the "free web," which is driven by advertising investment.
+Added: One of these initiatives, championed by the Association of National Advertisers ("ANA"), Google, Meta, and TikTok, is a global privacy measurement framework proposal from the World Federation of Advertisers ("WFA").
+Added: In 2021, we were selected by the ANA 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 de-duplication.
+Added: During 2022, we worked with the ANA to demonstrate that the WFA's framework for content and ad measurement can be successful and scale.
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.
−Removed: 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.
+Added: In 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.
−Removed: Branded Content Reporting
−Removed: In 2021, we partnered with Hive, a leading provider of enterprise AI solutions, to reinvent its Branded Content reporting.
−Removed: Hive's computer vision technology is utilized to identify logos within video content.
−Removed: 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.
−Removed: Comscore Consumer Intelligence
−Removed: 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.
−Removed: 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.
−Removed: It is delivered monthly, compared to other consumer segmentation tools that are delivered annually.
Intellectual Property
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We protect our innovations and products with numerous patents, trademarks, copyrights, trade secrets, and other intellectual property.
−Removed: In particular, we file for, and seek to acquire patent rights for our innovations and we continue to seek to enhance our patent portfolio through targeted and strategic patent filings and licensing opportunities.
+Added: In particular, we file for, and seek to acquire patent rights for our
+Added: Table of Conte nt s
+Added: innovations and we continue to seek to enhance our patent portfolio through targeted and strategic patent filings and licensing opportunities.
We believe that we own the material trademarks used in connection with the marketing, distribution and sale of our products, both domestically and internationally.
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All trademarks and trade names appearing in this 10-K are the property of their respective holders.
−Removed: Table of Conte nt s
We license data from third-party providers across the media platforms that we measure.
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• 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;
−Removed: • Online advertising companies that provide measurement of online ad effectiveness and ad delivery used for billing purposes, including Nielsen, Google and Facebook;
−Removed: • Companies that provide digital advertising technology point solutions, including DoubleVerify, Integral Ad Science, Moat (owned by Oracle) and WhiteOps;
−Removed: • Companies that provide audience measurement and competitive intelligence across digital platforms, including Nielsen, SimilarWeb and App Annie;
+Added: • Online advertising companies that provide measurement of online ad effectiveness and ad delivery used for billing purposes, including Nielsen, Google and Meta;
+Added: • Companies that provide digital advertising technology point solutions, including DoubleVerify, Integral Ad Science, Oracle Moat and HUMAN;
+Added: • Companies that provide audience measurement and competitive intelligence across digital platforms, including Nielsen, Similarweb and Data AI;
• Analytical services companies that provide customers with detailed information about behavior on their own websites, including Adobe Analytics, IBM Digital Analytics and WebTrends Inc.;
−Removed: • Companies that report Smart TV data such as Vizio, Alphonso, Samsung and Samba TV;
−Removed: • Companies that provide consumers with TV and digital services such as AT&T and Comcast.
+Added: • Companies that report Smart TV data such as Vizio, LG, Samsung and Samba TV;
+Added: • Companies that provide consumers with TV and digital services such as DirecTV and Comcast.
We compete based on the following principal factors:
• The ability to provide accurate measurement of digital audiences across multiple digital platforms;
−Removed: • The ability to provide TV audience measurement based on near-census data that increases accuracy and reduces variability;
+Added: • The ability to provide TV audience measurement based on large-scale data that increases accuracy and reduces variability;
• The ability to provide deduplicated audience measurement across platforms;
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• The ability to adapt product offerings to emerging digital media technologies and standards;
+Added: Table of Conte nt s
• The breadth and depth of products and their flexibility and ease of use;
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Government Regulation and Privacy
−Removed: and international data security and privacy laws apply to our various businesses.
+Added: Data security and privacy laws apply to our various businesses.
We have programs in place to detect, contain and respond to data security incidents;
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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.
−Removed: 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
−Removed: Table of Conte nt s
−Removed: 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.
−Removed: The GDPR took effect in May 2018 and includes requirements regarding the collection and handling of individuals' personal data.
−Removed: The CCPA went into effect in January 2020, and the LGPD went into effect in September 2020.
−Removed: Beginning in January 2023, three new state privacy laws (and their applicable regulations) are scheduled to come into effect.
−Removed: The California Privacy Rights Act of 2020 ("CPRA") is scheduled to become fully operative on January 1, 2023 (substantially expanding the CCPA);
−Removed: the Virginia Consumer Data Protection Act is scheduled to become effective on January 1, 2023;
−Removed: and the Colorado Privacy Act is scheduled to become effective on July 1, 2023.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: A number of laws have recently come into effect, and there are proposals pending before federal, state and foreign legislative and regulatory bodies that have affected and are likely to continue to affect our business.
+Added: For example, the European Union's ("EU") General Data Protection Regulation, or GDPR, became effective in 2018, imposing more stringent EU data protection requirements and providing for greater penalties for noncompliance.
+Added: In addition, regulators in the EU, the U.S.
+Added: and elsewhere are increasingly focused on transparency, consent, consumer choice and the collection of data using tracking technologies.
+Added: In the EU, cross-border data transfers are increasingly scrutinized to ensure compliance, and there have been expanded enforcement efforts in this area.
+Added: states now have comprehensive privacy laws governing the collection and use of personal information.
+Added: The California Consumer Privacy Act, which went into effect in 2020, was substantially expanded by the California Privacy Rights Act of 2020, which went into effect in January 2023.
+Added: The Virginia Consumer Data Protection Act, the Colorado Privacy Act, the Connecticut Data Privacy Act and the Utah Consumer Privacy Act all came into effect or will come into effect in 2023.
+Added: federal and state and foreign laws and regulations, which in some cases can be enforced by private parties in addition to government entities, are constantly evolving and impose new and complex requirements on our business.
+Added: Failure to comply with these laws or other privacy, data collection, data transfer or consent requirements, could result in substantial penalties and reputational harm.
+Added: We also monitor actions by the Federal Communications Commission, the Federal Trade Commission, and their state and foreign counterparts, including regulatory developments affecting Internet Service Providers, advertisers and other industry participants.
Human Capital Management
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developing a positive culture of trust, transparency, learning, and involvement;
−Removed: and competitive pay and benefits structures to attract and retain employees and protect the intellectual capital that we have built.
+Added: and competitive pay and benefits
+Added: Table of Conte nt s
+Added: 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.
−Removed: 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.
+Added: On average, employee tenure is approximately five years, and more than 10% 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.
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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.
−Removed: The Company operates a Compliance
−Removed: Table of Conte nt s
−Removed: Management System, a key component of which is mandatory training for all employees in areas including workplace harassment and our code of business conduct.
+Added: 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.
−Removed: 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.
−Removed: We had no safety incidents or known incidents of work-related COVID-19 transmissions reported in 2021.
+Added: We had no safety incidents reported in 2022.
Diversity and Inclusion
We strive to build and develop a workforce that reflects diversity, equity, and inclusion at all levels of the organization.
−Removed: As of December 31, 2021, approximately 40% of our global workforce was female and approximately 30% of our executive leaders were female.
−Removed: Within the United States, approximately 40% of our employees identified as a person of color or as other than white.
+Added: As of December 31, 2022, over 40% of our global workforce was female and approximately 40% of our executive leaders were female.
+Added: Within the United States, more than 30% 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.
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Executive Officers and Directors
−Removed: Executive Officers and Executive Director
−Removed: William (Bill) Livek has served as our Chief Executive Officer since November 2019 and as our Vice Chairman since January 2016.
−Removed: He was our President from January 2016 through May 2018.
−Removed: 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.
−Removed: Prior to Rentrak, Mr.
−Removed: Livek was founder and Chief Executive Officer of Symmetrical Capital, an investment and consulting firm;
−Removed: Senior Vice President, Strategic Alliances and International Expansion, of Experian Information Solutions, Inc., a provider of information, analytical and marketing services;
−Removed: and co-President of Experian's subsidiary Experian Research Services.
−Removed: He holds a B.S.
−Removed: degree in Communications Radio/Television from Southern Illinois University.
−Removed: Livek brings substantial industry experience and audience measurement expertise to our Board and management team.
−Removed: Jonathan Carpenter has served as our Chief Financial Officer and Treasurer since November 2021.
+Added: Executive Officers
+Added: Jonathan (Jon) Carpenter has served as our Chief Executive Officer since July 2022 and was our Chief Financial Officer and Treasurer from November 2021 to July 2022.
Carpenter previously served as Chief Financial Officer of Publishers Clearing House, a direct marketing and media company, from June 2016 until November 2021.
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Carpenter holds a bachelor's degree in economics from the University of Vermont.
−Removed: Christopher Wilson has served as our Chief Commercial Officer since April 2019.
−Removed: He previously served as our Chief Revenue Officer from June 2017 to December 2018 and as our Executive Vice President, Commercial from January 2016 to June 2017.
−Removed: Prior to joining the company, Mr.
−Removed: Wilson served as President, National Television at Rentrak Corporation from 2010 until our merger with Rentrak in January 2016.
−Removed: Before Rentrak, he was Senior Vice President, Sales at Scarborough Research Company;
−Removed: President at Experian Research Services;
−Removed: President and COO of Simmons Market Research Bureau;
−Removed: and CEO and President of LogicLab, a division of Merkle LLC.
−Removed: Wilson holds a bachelor's degree in Broadcast Communications from Southern Illinois University, Carbondale.
−Removed: Non-Executive Directors
−Removed: Brent Rosentha l has served as Chairman of the Board since April 2018 and as a director since January 2016.
−Removed: 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.
−Removed: 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
+Added: Mary Margaret Curry has served as our Chief Financial Officer and Treasurer since July 2022 and as our Chief Accounting Officer since December 2021.
+Added: Curry joined Comscore in 2011 and has served in roles of increasing scope and responsibility since then, including as Global Tax Director (August 2011 to July 2015), Senior Director of Global Tax Compliance and Reporting (July 2015 to May 2018), Vice President of Tax and Treasury (May 2018 to November 2020) and Senior Vice President and Controller (November
Table of Conte nt s
−Removed: directors since June 2020.
−Removed: 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.
−Removed: Previously, Mr.
−Removed: Rosenthal was a Partner in affiliates of W.R.
−Removed: Huff Asset Management where he worked from 2002 to 2016.
−Removed: Rosenthal served as the Non-Executive Chairman of Rentrak Corporation from 2011 to 2016.
−Removed: He was Special Advisor to the board of directors of Park City Group from November 2015 to February 2018.
−Removed: Rosenthal earned his B.S.
−Removed: from Lehigh University and M.B.A.
−Removed: from the S.C.
−Removed: Johnson Graduate School of Management at Cornell University.
−Removed: He is an inactive Certified Public Accountant.
−Removed: Rosenthal brings to our Board financial expertise and experience in the media and information industries.
−Removed: Nana Banerjee has served as a director since March 2021.
−Removed: Banerjee has been a consultant to Cerberus Capital Management, a private equity firm, since September 2021.
+Added: 2020 to December 2021).
+Added: Prior to joining Comscore, she spent nine years with KPMG.
+Added: Curry holds bachelor's and master's degrees in accounting from East Carolina University and is a Certified Public Accountant.
+Added: David Algranati has served as our Chief Innovation Officer since August 2022.
+Added: Algranati was our Chief Product Officer from May 2019 to August 2022 and our Senior Vice President, Product Management from January 2016 to May 2019.
+Added: He previously served as Senior Vice President, Product Innovation and Custom Research at Rentrak Corporation from July 2011 until our merger with Rentrak in January 2016.
+Added: Prior to Rentrak, he held various roles with Simmons Market Research and Experian.
+Added: Algranati holds a bachelor's degree in political science from The George Washington University, master's degrees in statistics and public policy from Carnegie Mellon University, and a doctorate in statistics and public policy from Carnegie Mellon University.
+Added: Gregory (Greg) Dale has served as our Chief Operating Officer since August 2022 and was our General Manager, Digital from December 2021 to August 2022.
+Added: Dale previously served as Chief Operating Officer of Shareablee, Inc., a social media marketing analytics company, from July 2018 through our acquisition of Shareablee in December 2021.
+Added: Prior to Shareablee, he was Chief Operating Officer of Persado, an artificial intelligence-based marketing content platform, from April 2016 to February 2018.
+Added: Dale previously held senior roles with Comscore from 1999 to 2016, and prior to that, worked with data and analytics firm Information Resources, Inc.
+Added: He holds a bachelor's degree from Purdue University.
+Added: Non-Executive Directors
+Added: Nana Banerjee has served as Chairman of the Board since July 2022 and as a director since March 2021 .
+Added: Banerjee serves as a senior advisor to the CEO of Cerberus Capital Management, a private equity firm, since September 2021.
+Added: He also serves on the Board of multiple Cerberus portfolio companies.
From March 2020 to September 2021, he served as a Senior Managing Director of Cerberus Global Technology Solutions.
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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.
−Removed: 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.
−Removed: He also served on the board of directors of SITO Mobile from June 2017 to July 2018.
+Added: Previously, he served as the EVP of global product, strategy and business development 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.
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.
+Added: He served on the board of directors of SITO Mobile from June 2017 to July 2018.
His other affiliations include the Strategic Advisory Group, Goldman Sachs;
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Fisher brings to our Board substantial experience in creating, operating and investing in digital, media and retail companies.
−Removed: Irwin Gotlieb has served as a director since April 2019.
−Removed: Gotlieb was a senior advisor to WPP plc, a multinational advertising and public relations company, from April 2018 through December 2020.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: Leslie Gillin has served as a director since January 2023.
+Added: Gillin is Chief Growth Officer of Pagaya Technologies, a financial technology company, where she oversees global growth strategy, business development, marketing, public relations and external communications.
+Added: She joined Pagaya in October 2021 from JPMorgan Chase, where she served as Chief Marketing Officer of the firm (December 2019 to April 2021) and prior to that was President of Chase's CoBrand Cards Services (February 2017 to December 2019).
+Added: Gillin has also held senior executive leadership positions at Bank of America, Citi and MBNA, including leadership roles in Canada and Europe.
+Added: She has been recognized as a Top 50 Women Leaders by Women We Admire in 2022, as one of 2022's Top 25 Women Leaders in Financial Technology by The Financial Technology Report , honored as a Woman of the Year 2022 by The Stevie Awards' Women in Business and a Top 25 CMO to Watch by Business Insider in 2020.
+Added: Gillin serves on the board of directors of Establishment Labs, a Nasdaq-listed women's biotech company, and has served on the board of The Ad Council, MasterCard UK Forum, the Philadelphia International Council of the Arts, The Please Touch Museum and the Delaware Bankers Association.
+Added: She holds a degree in international relations and Spanish from the University of Delaware and also attended the University of Salamanca.
+Added: Gillin brings a strong background in buy-side media analytics, marketing and financial services to our Board.
David Kline has served as a director since March 2021.
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Earlier in his career, he served as President and COO of Cablevision Media Sales (now Altice Media Solutions) for more than 17 years.
−Removed: Kline serves on the board of directors for the Video Advertising Bureau and private companies Ampersand, Blockgraph and Canoe.
−Removed: He received a B.A.
+Added: Kline serves on the board of directors for the Video Advertising Bureau and private companies Ampersand, Blockgraph (where he was appointed Chairman in April 2022) and Canoe.
+Added: He received a
+Added: Table of Conte nt s
in a personalized study program focusing on marketing, finance, accounting and management from Ohio State University.
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Liduena brings to our Board financial expertise and substantial M&A and industry experience.
−Removed: Kathi Love has served as a director since April 2019.
+Added: William (Bill) Livek has served as our Vice Chairman since January 2016.
+Added: Livek was our Chief Executive Officer from November 2019 to July 2022 and our President from January 2016 to May 2018.
+Added: He 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.
+Added: Prior to Rentrak, Mr.
+Added: Livek was founder and Chief Executive Officer of Symmetrical Capital, an investment and consulting firm;
+Added: Senior Vice President, Strategic Alliances and International Expansion, of Experian Information Solutions, Inc., a provider of information, analytical and marketing services;
+Added: and co-President of Experian's subsidiary Experian Research Services.
+Added: Livek has served on the board of directors of the Advertising Research Foundation ("ARF") since July 2022, and prior to that was a member of the ARF board of trustees.
+Added: He holds a B.S.
+Added: degree in Communications Radio/Television from Southern Illinois University.
+Added: Livek brings substantial industry experience and audience measurement expertise to our Board.
+Added: Kathleen (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.
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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.
−Removed: Table of Conte nt s
MRI also developed and sold various software products.
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She also uses her coaching skills during pro bono work at the Atlas School for Autism.
−Removed: Marty Patterson has served as a director since March 2021.
+Added: Martin (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.
6 unchanged sentences
Patterson brings to our Board extensive experience identifying and evaluating investment opportunities in the technology, media and telecommunications sectors.
+Added: Brent Rosenthal has served as Lead Director since July 2022 and as a director since January 2016.
+Added: He served as Chairman of the Board from April 2018 to July 2022.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: Previously, Mr.
+Added: Rosenthal was a Partner in affiliates of W.R.
+Added: Huff Asset Management where he worked from 2002 to 2016.
+Added: Rosenthal served as the Non-Executive Chairman of Rentrak Corporation from 2011 to 2016.
+Added: He was Special Advisor to the board of directors of Park City Group from November 2015 to February 2018.
+Added: Rosenthal earned his B.S.
+Added: from Lehigh University and M.B.A.
+Added: from the S.C.
+Added: Johnson Graduate School of Management at Cornell University.
+Added: He is an inactive Certified Public Accountant.
+Added: Rosenthal brings to our Board financial expertise and experience in the media and information industries.
Brian Wendling has served as a director since March 2021.
6 unchanged sentences
and CommerceHub, Inc.
−Removed: He also serves on the board of Clothes to Kids of Colorado.
+Added: He also serves on the board of
+Added: Table of Conte nt s
+Added: Clothes to Kids of Colorado.
He received his Bachelor of Science degree in accounting from Indiana University.
1 unchanged sentence
Available Information
−Removed: 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.
+Added: 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 Securities and Exchange Commission ("SEC").
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.
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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.