We are a global information and analytics company that measures advertising, content, and the consumer audiences and advertisingof each, across media platforms. We create our products using a global data platform that combines information about content and advertising consumption on digital (smartphones,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. This combination of data and methods enables a common standard for buyers and sellers to transact on advertising. This helps companies across the media ecosystem better understand and monetize their audiences and develop marketing plans, content and products to more efficiently and effectively reach those audiences. Our ability to unify behavioral and other descriptive data enables us to provide accredited audience ratings, advertising verification, and granular consumer segments that describe hundreds of millions of consumers. Our customers include buyers and sellers of advertising including digital publishers, television networks, movie studios, content owners, brand advertisers, agencies and technology providers.

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

On August 22, 2022, our Board appointed on October 17, 2017;Greg Dale as Chief Operating Officer and David Algranati as Chief Innovation Officer of the Company, effective August 23, 2022. We also announced that our Chief Commercial Officer, Chris Wilson, our Chief Revenue Officer, appointed on Junewould depart the Company effective October 1, 2017; Dan Hess, our Chief Product Officer, appointed on January 30, 2018; and Joe Rostock, our Chief Information and Technology Operations Officer, appointed on January 30, 2018. In addition, our Board has formed a committee to direct the search for a new Chief Executive Officer and has retained an executive search firm to assist in the search. Also since January 1, 2016, eight of our nine current directors, including our current Board and Audit Committee Chair, have joined our Board. Seven of our nine directors meet the “independence” criteria of the Nasdaq listing standards.2022.

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"). In December 2017, we announced that we were implementing an organizational restructuringaddition to employee terminations, the Restructuring Plan is expected to include the reallocation of commercial and product development resources; reinvestment in and modernization of key technology platforms; consolidation of data storage and processing activities to reduce staffing levels by approximately 10%our data center footprint; and reduction of other operating expenses, including software and facility costs. We may also determine to exit certain activities in certain geographic regions in order to enable us to decrease our global costs and more effectively align resources towith business priorities. The majority of the employees impacted by the restructuring exited the Company in the fourth quarter of 2017, and the remainder are expected

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 (i) issued $150.0 millionoperate. 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 in new senior secured convertible notes2020 and 2021 to Starboardmitigate the liquidity impact, including freezing hiring, exiting non-critical consultants and contractors, terminating or negotiating reductions in exchangevendor 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 saw positive recovery in 2022, including the reopening of theaters in most markets worldwide. 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. These declines had a direct impact on demand for $85.0 millionour products, particularly those for which we recognize revenue based on impressions used. We expect that softness in cash and $65.0 millionthe advertising market will continue to affect our business in shares of our Common Stock held by Starboard, (ii) granted Starboard the option to acquire up to an additional $50.0 million of such convertible notes, (iii) agreed to grant Starboard warrants to purchase 250,000 shares of Common Stock and (iv) have the right to conduct a rights offering, open to all our stockholders, for up to an additional $150.0 million in such convertible notes, and Starboard agreed to enter into one or more backstop commitment agreements by which it will backstop up to $100.0 million of the convertible notes offered in a rights offering.2023.

We were founded in 1999 on the belief that digital technology would transform the interactions between people, media and brands in ways that would generate substantial demand for data and analytics about that interaction. 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,Over the years 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 introducedhave enhanced our proprietary Unified Digital Measurement ("UDM") methodology, which allowed us to unite consumerproduct offerings by uniting panel data with census-level data from website tags thatand other sources, and we implemented on websites and their content and, later from software development kits on mobile apps.

In addition to the Rentrak merger,December 2021, we have completed the following significant transactions since January 1, 2015:

Our approach to measuring media consumption addresses the ubiquitous nature of media content and the fragmentation caused by the variety of platforms and technologies used to access such content. Advertising exposure and effectiveness is another rapidly changing and fragmented area where we apply scale for validation and campaign measurement across devices, platforms and ecosystem technology providers. We believe this fragmentation presents major challenges to using legacy measurement systems that are comprised of relatively small panels of cooperating consumers or limited to specific media platforms. Our products and services are built on measurement and analytic capabilities comprised of broad-based data collection, proprietary databases, internally developed software and a computational infrastructure to measure, analyze and report on digital, television and movie activity at the level of granularity that we believe the media and advertising industries need. We have more than 100 patents covering various aspects of our data collection and data processing systems.

The following collection methods illustrate our extensive data sourcing:

The ability to integrate, manage and transform massive amounts of data is core to our company. We continue to invest in technologies to enable large-scale measurement with protection of consumer privacy and attractive economics. Our systems contain multiple redundancies and advanced distributed processing technologies. We have created innovations such as:

We deliver our products and services through diverse methods to meet the needs of our customers. These include Software-as-a-Service ("SaaS"SAAS") delivery platforms, application programming interface ("API") and other data feeds that integrate directly with customer systems, and integrations with advertising technology providers such as data management platforms ("DMPs") and demand-side platforms ("DSPs") that enable data management, ad management and programmatic ad trading.

Our products and services help our customers measure audiences and consumer behavior across media platforms, while offering validation of advertising delivery and its effectiveness. Our customers include:

Our research and development activities span our business of media and cross-platform measurement, encompassing data collection, data science, analytical application development and product delivery. We continue to focus on expanding our coverage and scale, precision and granularity across diverse types of media, devices and geographies using our census, panel and other data assets.

Examples of our research and development initiatives include:

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. 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. We are creating measurement innovations designed to produce stronger products engineered for privacy, building from the pioneering UDM concept and insight into audience behavior.moving toward privacy-first consented identifiers and methodologies.

Our intellectual property assets are important to protect our business. We protect our innovations and products with numerous patents, trademarks, copyrights, trade secrets, and other intellectual property. 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. We believe that we own the material trademarks used in connection with the marketing, distributingdistribution and sale of our products, both domestically and internationally. We will continue to pursue intellectual property opportunities in areas and technologies that we deem to be strategic and appropriate for our business.

Our patents extend across our data capture and processing techniques and include the following:

The market for audience and advertising measurement products is highly competitive and is evolving rapidly. We compete primarily with other providers of media intelligence and related analytical products and services. We also compete with providers of marketing services and solutions, with full-service survey providers and with internal solutions developed by customers and potential customers. Our principal competitors include:

We compete based on the following principal competitive factors:

We believe we compete favorably on these factors and that our innovative culturevision and investments in meetingthe future industry needsof media measurement across platforms will deliver products and services that our customers will continue to purchase.trust and value.

U.S.Data security and international privacy and data security laws apply to our various businesses. We have programs in place to detect, contain and respond to data security incidents; however, increasing technology risks or unauthorized users who successfully breach our network security could misappropriate or misuse our proprietary information or cause interruptions in our services. Many countries have more stringent data protection laws with different requirements than those in the U.S., and thismany states in the U.S. have or are developing their own data protection and privacy requirements. This may result in inconsistent requirements and differing interpretations across jurisdictions.

Governments, privacy advocates and class action attorneys are increasingly scrutinizing how companies collect, process, use, store, share and transmit personal data. NewA number of laws such ashave 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. For example, the European Union's ("EU") General Data Protection Regulation, ("GDPR")or GDPR, became effective in Europe2018, imposing more stringent EU data protection requirements and industry self-regulatory codesproviding for greater penalties for noncompliance. In addition, regulators in the EU, the U.S. and elsewhere are increasingly focused on transparency, consent, consumer choice and the collection of data using tracking technologies. In the EU, cross-border data transfers are increasingly scrutinized to ensure compliance, and there 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 theexpanded enforcement efforts in this area. Five U.S. states now have comprehensive privacy laws and to implement our business models effectively. The GDPR is scheduled to take effect in May 2018 and includes additional requirements regardinggoverning the collection and handlinguse of individuals’ personal data.information. 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. 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. These U.S. 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. Failure to meet the GDPRcomply with these laws or other privacy, data collection, data transfer or consent requirements, or privacy requirements in other jurisdictions, could result in substantial penalties. comScore participates in the EU-U.S. Privacy Shield Frameworkpenalties and the Swiss-U.S. Privacy Shield Framework as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of personal information transferred from the European Economic Area and Switzerland to the U.S. 

We also monitor actions by the Federal Communications Commission, and the Federal Trade Commission, and their state and foreign counterparts, including regulatory developments affecting Internet Service Providers. ParticipationProviders, advertisers and other industry participants.

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 research panelsbusiness plans.

As of January 31, 2023, we had 1,382 employees and 174 contingent providers/contractors. Our employee population, which is voluntary or “opt-in.”comprised 94% of full-time employees and 6% of part-time employees, is dispersed across the globe, as outlined below as of December 31, 2022.

The development, attraction and retention of talent is critical to the success of our business. We recognizefocus on building employee engagement; developing a positive culture of trust, transparency, learning, and involvement; and competitive pay and benefits

structures to attract and retain employees and protect the importanceintellectual capital that we have built. We regularly review our employee turnover and satisfaction rates, and develop strategies and tactics to improve employee engagement and retention. On average, employee tenure is approximately five years, and more than 10% of privacy,our employees have been employed by our company for more than ten years.

We seek to attract and retain the best talent from a diverse group of sources around the world, in order to meet our current and future staffing needs. In addition to a robust employee referral practice and independent outreach, we have developed relationships with universities, professional associations, and industry alliances to further increase our outreach and talent pool. In 2022, our company conducted hiring in North America, Europe, India, and Latin America.

We believe we have strong labor practices and employee-friendly policies that enable a culture of trust, collaboration, and compliance. Our employment standards begin and end with respect for the dignity and worth of each person. Employees have multiple avenues through which to express opinions, ideas, and concerns, which enables an open culture of communication and inclusion; our policies require that participants consent to our privacycomplaints are investigated and data security practices before our software collects information on the user’s online activity. Where we receive data from third-party service providers, we require such providers to meet privacy and data security standards set forth in our contracts with them, including a requirement to obtain appropriate consent. Our policies and protocolsany findings are designed to be consistent with the American Institute of Certified Public Accountants, Inc. ("AICPA") and the Canadian Institute of Chartered Accountants ("CICA") Trust Service Principles criteria for online privacy.

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.Securities and Exchange Commission ("SEC"). Our website address is www.comscore.com, and such reports are filedmade available free of charge under “SEC Filings” on"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.

You can read our SEC filings, including this annual report10-K as well as our other periodic and current reports, on the SEC’sSEC's website at www.sec.gov. You may also read and copy any document we file with the SEC at its public reference facilities at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facilities.

Our business is subject to a number of steps in order to strengthen our accounting function and attempt to reduce the risk of future recurrence and errors in accounting determinations. To the extent these steps are not successful, we could be forced to incur significant additional time and expense. The incurrence of significant additional expense, or the requirementrisks, including risks that management devote significant time that could reduce the time available to execute onmay prevent us from achieving our business strategies, could have a material adverse effect on our business, results of operations and financial condition.

In the past, we acquired various businesses with substantial presence or clientele in multiple Latin American, European and Asian countries. Prior to these acquisitions, we otherwise had limited experience operating in markets outside of the U.S. Our inexperience in operating our business outside of the U.S. may increase the risk that the international businesses in which we are engaged will not be successful. In addition, conductingConducting international operations subjects us to risks that we havegenerally do not generally facedface in the U.S. These risks include:

Additionally, operating in international markets requires significant additional management attention and financial resources. We cannot be certain that the investments and additional resources required to establish and maintain operations in other countries will hold their value or produce desired levels of revenues or profitability. We cannot be certain that we will be able to comply with laws, rules, regulations or local guidelines to maintain andor increase the size of the user panels that we currently have in various countries, that we will be able to recruit a representative sample for our audience measurement products or that we will be able to enter into arrangements with a sufficient number of website and mobile app content providers and/or television operators to allow us to collect server-based information for inclusion in our digital media analytics products. In addition, there can be no assurance that internet usage and e-commerce will continue to grow in international markets. In addition, governmental authorities in various countries have different views regarding regulatory oversight of the internet, data protection and consumer privacy.

Our business activities include the collection of survey data from panelists around the world, and such activities aremay be subject to various restrictions under U.S. export controls and economic and trade sanctions laws, including the U.S. Commerce Department’s Export Administration Regulations and sanctions administered by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC).laws. If we fail to comply with these laws and regulations, we could be subject to civil or criminal penalties and reputational harm.

Although we take precautions to prevent the collection of survey data from panelists in embargoed countries that aremay be subject to export controls and economic and trade sanctions under these laws and regulations, we have collected such data in the past, and there is a risk that we could collect such data in the future despite suchour precautions. We are currently implementinghave implemented a number of additional screening and other remedial measures designed to prevent such transactions with embargoed countries and other U.S. sanctions targets. Changes in the list of embargoed countries and regions or prohibited persons may require us to modify these procedures in order to comply with governmental regulations. Our failure to screen potential panelists properly could result in negative consequences to us, including government investigations, penalties and reputational harm, any of which could materially and adversely affect our business, financial condition or results of operations.

We operate in severalnumerous countries in Latin America, Europe and Asia. A portion of our revenues and expenses from business operations in foreign countries are derived from transactions denominated in currencies other than the functional currency of our operations in those countries. As such, we have exposure to adverse changes in exchange rates associated with revenues and operating expenses of our foreign operations, but weand these changes have impacted our results in prior periods. We do not currently enter into any hedging instruments that hedge foreign currency exchange rate risk. If we grow our international operations, orif we acquire companies with established business in international regions, or if exchange rates become more variable, our exposure to foreign currency risk could become more significant.

As holders of our Preferred Stock, the Investors are entitled to a cumulative dividend at the rate of 7.5% per annum, payable annually in arrears and subject to increase under certain circumstances. In addition, each Investor is entitled to request, and we are obligated to take all actions reasonably necessary to pay, a one-time special dividend equal to the highest amount that our board of directors determines can be paid at the applicable time, subject to additional conditions and limitations set forth in the agreements governing our current and future indebtedness could restrict our operating flexibility.Stockholders Agreement. As described in the Stockholders Agreement, we may be obligated to obtain debt financing in order to effectuate the special dividend.

The agreements governinginterests of the Investors may not always coincide with our existing debt,interests or the interests of our other stockholders, and debtthe rights described above may delay, deter or prevent acts that would be favored by our other stockholders. Also, the Investors may seek to cause us to take courses of action that, in their judgment, could enhance their investment in us, but which might involve risks to our other stockholders or adversely affect us or our other stockholders.

The anticipated benefits of the Transactions, including expected commercial benefits from the data license with Charter and other relationships and expertise from the Investors, may not be realized fully or may take longer to realize than we expect. Actual operating, strategic and revenue opportunities may incurbe less significant than we expect or may take longer to achieve than we anticipate. If we are not able to achieve these objectives and realize the anticipated benefits from the Transactions, our business, financial condition and operating results may be adversely affected.

Under the Revolving Credit Agreement, we are subject to restrictive covenants that materially limitlimiting our ability to, take certain actions, including our ability toamong other things, incur debt, payadditional indebtedness, permit additional liens, make investments and loans, enter into mergers and acquisitions, make or declare dividends and repurchase stock, make certain investments and other payments, enter into certain mergerscontracts, sell assets, and consolidations,engage in transactions with affiliates. These covenants could limit our operating flexibility and encumbercause us to forego attractive business opportunities, which could hurt our customer relationships and

If we fail to meet our financial covenants or other obligations under the Revolving Credit Agreement, the lender(s) may accelerate any amounts outstanding under the Revolving Credit Agreement and may terminate their commitments to extend further credit. This could have important consequences for our company, including requiring us to restructure or refinance our debt (which we may be unable to do on acceptable terms or at all), dispose of assets.assets or, potentially, enter into liquidation or bankruptcy.

We intend to continue to make investments to support our business growth and may require additional funds to respond to business challenges, including the need to develop new products or enhance our existing products, enhance our operating infrastructure, retain and hire key personnel, and acquire complementary businesses and technologies.

In addition, due to the delayed filingAs a result of our periodic reportssettlement with the SEC relating to financial accounting and disclosure practices between February 2014 and February 2016, we are not currently eligiblesubject to use a "bad actor" disqualification and are unable to rely on certain exemptions from registration statement on Form S-3under the federal securities laws, including Regulation D. This could make it more difficult for us to registerraise necessary financing in the offerfuture.

Capital and sale of securities, which could delay potential financings. As a result, we may not be able to obtain additional financing within a timetable, or on terms, favorable to us or at all.

Our existing stockholders have and may continue to experience substantial dilution as a result of our obligations to issue shares of Common Stock.

As of December 31, 2017 and based on the closing price of our Common Stock on March 15, 2018, $26.29 per share, up to 3,453,785 shares of Common Stock were reserved or contemplated for issuance pursuant to or in connection with the settlements of certain litigation matters, 4,310,4142022, 2,283,987 shares of Common Stock were reserved for issuance pursuant to outstanding stock options under our equity incentive plans (including stock option awards we assumed in the Shareablee acquisition), 4,644,619 shares of Common Stock were reserved for issuance pursuant to outstanding restricted stock unit awards under our equity incentive plans and programs,arrangements (including assumed Shareablee awards and 1,633,146an employment inducement award we granted in 2021), 5,693,104 shares of Common Stock were otherwise contemplatedavailable for issuance asfuture equity incentive or similar awards.awards under our 2018 Equity and Incentive Compensation Plan, and 176,435 shares of Common Stock were available for future equity awards under our acquired Shareablee plan.

The issuance of shares of Common Stock (i) upon the conversion of the Notes, the Option Notes (if issued) or the Rights Offering Notes (if issued),our Preferred Stock, (ii) as payment-in-kind of interest on any such notes through the issuance of PIK Interest Shares, (iii) upon the exercise of warrants, (iii) as deferred consideration to the Shareablee sellers, (iv) in connection with settlement of litigation, (iv) in connection with our pendingpursuant to outstanding and contemplatedfuture equity awards, or (v) upon the conversion of other existing or future convertible securities, may result in substantial dilution to each of our stockholders by reducing that stockholder’sstockholder's percentage ownership of our outstanding Common Stock.

Our certificate of incorporation and bylaws contain provisions that could depress the trading price of our Common Stock by acting to discourage, delay or prevent a change of control of our company or changes in our management that the stockholders of our company may deem advantageous.

In addition, we are subject to Section 203 of the Delaware General Corporation Law, which prohibits a Delaware corporation from engaging in any of a broad range of business combinations with any “interested”"interested" stockholder for a period of three years following the date on which the stockholder became an “interested”"interested" stockholder and which may discourage, delay or prevent a change of control of our company.

Our other significantmaterial locations, all of which are leased under operating leases, include the following:

As of December 31, 2017,2022, we haveleased facilities in 26 locations worldwide, including approximately 293,00048,000 square feet leasedof subleased space in 47 locations worldwide.six properties. Currently, however, most of our employees are operating under remote or hybrid working arrangements.

The following graph compares the cumulative total stockholder return on our Common Stock between December 31, 20122017 and December 31, 20172022 to the cumulative total returns of the Nasdaq Composite Index, the S&P MidCap 400 Index and the Nasdaq Computer Index over the same period. This graph assumes the investment of $100 at the closing price of the markets on December 31, 20122017 in our Common Stock, the Nasdaq Composite Index, the S&P MidCap 400 Index and the Nasdaq Computer Index, and assumes the reinvestment of dividends, if any. We have never paid cash dividends on our Common Stock and have no present plans to do so.

The preceding Stock Performance Graph is not deemed filed with the SEC and shall not be incorporated by reference in any of our filings under the Securities Act of 1933, as amended, or the Exchange Act, as amended, (the "Exchange Act") whether made before or after the date hereof and irrespective of any general incorporation language in any such securities filing.filing, except to the extent that we specifically incorporate it by reference.

Unregistered SalesInformation required by Item 701 of Equity Securities during the Years Ended December 31, 2017, 2016 and the Three Months Ended December 31, 2015