COMSCORE, INC.

Previous wording

The following table sets forth selected Condensed Consolidated Statements of Operations and Comprehensive Loss data as a percentage of revenues for each of the periods indicated. Percentages may not add due to rounding.

Current wording

The following table sets forth selected Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) data as a percentage of revenues for each of the periods indicated. Percentages may not add due to rounding.

Previous wording

We categorize our revenue along these two solution groups; however, our cost structure is tracked at the corporate level and not by our solution groups. These shared costs include employee costs, purchased data, operational overhead, data storage and technology that supports both solution groups.

Current wording

We categorize our revenue along these two solution groups; however, our cost structure is tracked at the corporate level and not by our solution groups. These shared costs include employee costs, purchased data, operational overhead, data storage and technology that support both solution groups.

Previous wording

Content & Ad Measurement revenue increased due to higher renewals and new business in local TV and an increase in our Cross-Platform revenue, primarily driven by increased usage of our Proximic and CCR products and adoption of our CCM offering. This increase was partially offset by a decrease in revenue from our national TV and syndicated digital products due to lower renewals.

Current wording

Content & Ad Measurement revenue increased due to higher renewals and new business in local TV and an increase in our Cross-Platform revenue, primarily driven by increased usage of our Proximic and CCR products and adoption of our CCM offering. This increase was partially offset by a decrease in revenue from our syndicated digital and national TV products due to lower renewals.

Previous wording

Research & Insight Solutions revenue decreased primarily due to lower deliveries of certain custom digital products.

Current wording

Research & Insight Solutions revenue increased primarily due to higher deliveries of certain custom digital products.

Previous wording

Content & Ad Measurement revenue increased due to higher renewals and new business in local TV and an increase in our Cross-Platform revenue, primarily driven by increased usage of our Proximic and CCR products and adoption of our CCM offering. Included in Syndicated Audience revenue is local TV revenue from a new contract with a large enterprise media client that resulted in revenue being recognized earlier in the year than we anticipated. This increase was partially offset by a decrease in revenue from our national TV and syndicated digital products due to lower renewals.

Current wording

Content & Ad Measurement revenue increased due to new business and higher renewals in local TV and an increase in our Cross-Platform revenue, primarily driven by increased usage of our Proximic and CCR products and adoption of our CCM offering. This increase was partially offset by a decrease in revenue from our syndicated digital and national TV products due to lower renewals.

Previous wording

Employee costs increased primarily due to a shift in headcount toward supporting our products and an increase in employee bonuses. Systems and bandwidth costs increased primarily due to higher cloud computing and processing costs attributable to certain custom TV data set deliveries. These increases were partially offset by a decrease in data costs primarily due to the December 2024 amendment to our data license agreement with Charter Operating, for which fees are now paid based on household counts provided during the period.

Current wording

Employee costs increased primarily due to a shift in headcount toward supporting our products and an increase in employee bonuses. Data costs decreased primarily due to the December 2024 amendment to our data license agreement with Charter Operating, for which fees are now paid based on household counts provided during the period.

Previous wording

Employee costs increased primarily due to a shift in headcount toward supporting our products and an increase in employee bonuses. Lease expense and depreciation increased primarily due to an increase in capitalized internal-use software and finance leases. Royalties and resellers costs increased primarily due to increased sales of products for which we pay royalties. Systems and bandwidth costs increased primarily due to higher cloud computing and processing costs attributable to certain custom TV data set deliveries. These increases were partially offset by a decrease in data costs primarily due to the December 2024 amendment to our data license agreement with Charter Operating, for which fees are now paid based on household counts provided during the period.

Current wording

Employee costs increased primarily due to a shift in headcount toward supporting our products and an increase in employee bonuses. Royalties and resellers costs increased primarily due to increased sales of products for which we pay royalties. Lease expense and depreciation increased primarily due to an increase in capitalized internal-use software and finance leases. Panel costs increased primarily due to higher recruitment and support costs. Systems and bandwidth costs increased primarily due to higher cloud computing and processing costs attributable to certain custom TV data set deliveries. Data costs decreased primarily due to the December 2024 amendment to our data license agreement with Charter Operating, for which fees are now paid based on household counts provided during the period.

Previous wording

Employee costs decreased primarily due to a shift in headcount toward supporting our products.

Current wording

Lease expense and depreciation decreased primarily due to a reduction of our leased space in various locations. Employee costs decreased primarily due to a shift in headcount toward supporting our products.

Previous wording

Employee costs increased primarily due to an increase in employee bonuses and severance expense for terminated employees.

Current wording

Employee costs increased primarily due to an increase in employee bonuses and severance expense for terminated employees. Other costs decreased primarily due to lower non-income taxes.

Previous wording

Amortization expense consists of charges related to the amortization of intangible assets associated with acquisitions, primarily our 2016 Rentrak merger. Amortization of intangible assets was $0.6 million and $0.8 million during the three months ended June 30, 2025 and 2024, respectively and $1.3 million and $1.6 million during the six months ended June 30, 2025 and 2024, respectively.

Current wording

Amortization expense consists of charges related to the amortization of intangible assets associated with acquisitions, primarily our 2016 Rentrak merger. Amortization of intangible assets was $0.6 million and $0.8 million during the three months ended September 30, 2025 and 2024, respectively and $1.9 million and $2.4 million during the nine months ended September 30, 2025 and 2024, respectively.

Previous wording

We incurred $0.5 million and $1.0 million of restructuring expense during the three and six months ended June 30, 2024, respectively, related to the implementation of a restructuring plan that included a workforce reduction communicated in 2022. The 2022 restructuring plan was substantially completed in 2024.

Current wording

We incurred $15 thousand and $1.0 million of restructuring expense during the three and nine months ended September 30, 2024, respectively, related to the implementation of a restructuring plan that included a workforce reduction communicated in 2022. The 2022 restructuring plan was substantially completed in 2024.

Previous wording

For the three and six months ended June 30, 2025, the loss from foreign currency transactions was $3.8 million and $5.5 million, respectively. The losses were primarily driven by fluctuations in the Euro, Chilean Peso and U.S. Dollar exchange rates. For the three and six months ended June 30, 2024, the (loss) gain from foreign currency transactions was $(0.2) million and $0.7 million, respectively. The loss during the three months ended June 30, 2024 and gain during the six months ended June 30, 2024 were primarily driven by fluctuations in the Euro and Chilean Peso against the U.S. Dollar and the Chilean Peso against the Euro.

Current wording

For the three and nine months ended September 30, 2025, the gain (loss) from foreign currency transactions was $0.1 million and $(5.4) million, respectively. The gain (loss) was primarily driven by fluctuations in the Euro, Chilean Peso and U.S. Dollar exchange rates. For the three and nine months ended September 30, 2024, the loss from foreign currency transactions was $2.2 million and $1.5 million, respectively. The losses incurred during the three and nine months ended September 30, 2024 were primarily driven by fluctuations in the Euro, Chilean Peso, Brazilian Real, and U.S. Dollar exchange rates.

Previous wording

We incurred interest expense, net of $1.6 million and $0.4 million during the three months ended June 30, 2025 and 2024, respectively, and $3.3 million and $1.0 million during the six months ended June 30, 2025 and 2024, respectively. The increase in interest expense, net for the three and six months ended June 30, 2025 as compared to 2024 was primarily due to the increase in debt balance related to the Credit Agreement executed on December 31, 2024. For additional information, refer to Footnote 5, Debt.

Current wording

We incurred interest expense, net of $1.7 million and $0.4 million during the three months ended September 30, 2025 and 2024, respectively, and $5.0 million and $1.4 million during the nine months ended September 30, 2025 and 2024, respectively. The increase in interest expense, net for the three and nine months ended September 30, 2025 as compared to 2024 was primarily due to the increase in debt balance related to the Credit Agreement executed on December 31, 2024. For additional information, refer to Footnote 6, Debt.

Previous wording

For the three months ended June 30, 2025 and 2024, we recorded an income tax provision of $2.5 million and an income tax benefit of $0.5 million, respectively, resulting in effective tax rates of 34.9% and 23.9%, respectively. For the six months ended June 30, 2025 and 2024, we recorded an income tax provision of $0.9 million and an income tax benefit of $0.7 million, respectively, resulting in effective tax rates of 7.0% and 20.1%, respectively. These effective tax rates differ from the U.S. federal statutory rate primarily due to the effects of certain permanent items, foreign tax rate differences, changes in the valuation allowance against our domestic deferred tax assets and deferred tax expense resulting from amortization of tax deductible goodwill.

Current wording

For the three months ended September 30, 2025 and 2024, we recorded an income tax benefit of $0.3 million and $1.6 million, respectively, resulting in effective tax rates of 219.0% and 2.6%, respectively. For the nine months ended September 30, 2025 and 2024, we recorded an income tax provision of $0.6 million and an income tax benefit of $2.3 million, respectively, resulting in effective tax rates of 4.6% and 3.5%, respectively. These effective tax rates differ from the U.S. federal statutory rate primarily due to the effects of certain permanent items, foreign tax rate differences, changes in the valuation allowance against our domestic deferred tax assets and deferred tax expense resulting from amortization of tax deductible goodwill. The difference in income tax benefit or provision during the three and nine months ended September 30, 2025 as compared to 2024 is primarily due to different levels of income or loss in the respective periods, the discrete income tax benefit of $0.3 million related to the true-up of a deferred tax liability recorded in the three and nine months ended September 30, 2025, and the discrete tax benefit of $1.8 million related to the impairment of goodwill recorded in the three and nine months ended September 30, 2024.

Previous wording

As of June 30, 2025, our principal sources of liquidity consisted of cash, cash equivalents and restricted cash totaling $29.5 million, including $3.5 million in restricted cash (primarily related to letters of credit); cash flows from our operations; and amounts available to us under our Credit Agreement, as described below. We had outstanding letters of credit of $2.8 million as of June 30, 2025.

Current wording

As of September 30, 2025, our principal sources of liquidity consisted of cash, cash equivalents and restricted cash totaling $29.9 million, including $3.2 million in restricted cash (primarily related to letters of credit); cash flows from our operations; and amounts available to us under our Credit Agreement, as described below. We had outstanding letters of credit of $2.8 million as of September 30, 2025.

Previous wording

On June 24, 2025, each holder of Preferred Stock waived its right to receive on June 30, 2025 the annual dividends otherwise payable by us on that date. Under the waivers and the Certificate of Designations, the deferred dividends will accrue and accumulate at a rate of 9.5% per year from June 30, 2025 until declared and paid, with payment to occur on or before December 31, 2025. As of June 30, 2025, accrued dividends for the Preferred Stock totaled $17.9 million.

Current wording

On June 24, 2025, each holder of Preferred Stock waived its right to receive on June 30, 2025 the annual dividends otherwise payable by us on that date. Under the waivers and the Certificate of Designations, the deferred dividends will accrue and accumulate at a rate of 9.5% per year from June 30, 2025 until declared and paid, with payment to occur on or before December 31, 2025. As of September 30, 2025, accrued dividends for the Preferred Stock totaled $22.9 million.

Previous wording

Over the past two years, macroeconomic challenges such as inflation, capital market disruptions and recession concerns have caused some advertisers to reduce or delay advertising expenditures. Recent developments in U.S. trade policy have created additional uncertainty, contributing to further spending delays by advertisers. These declines have had a direct impact on demand for our products, particularly those that are tied to advertising spend. We expect that softness in the advertising market will continue to affect our business in the second half of

Current wording

In recent years, macroeconomic challenges such as inflation, capital market disruptions and recession concerns have caused some advertisers to reduce or delay advertising expenditures. Recent developments in U.S. trade policy have created additional uncertainty, contributing to further spending delays by advertisers. These declines have had a direct impact on demand for our products, particularly those that are tied to advertising spend. We expect that softness in the advertising market will continue to affect our business through the end of 2025 and into 2026. Although we cannot quantify the impact of macroeconomic factors on our future results, any worsening of ad market conditions could negatively impact our financial position and liquidity.

Previous wording

On March 10, 2021, we issued 82,527,609 shares of Preferred Stock in exchange for gross cash proceeds of $204.0 million. Net proceeds from the issuance totaled $187.9 million after deducting issuance costs. Shares of Preferred Stock are convertible into Common Stock as described in Footnote 4, Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit).

Current wording

On March 10, 2021, we issued 82,527,609 shares of Preferred Stock in exchange for gross cash proceeds of $204.0 million. Net proceeds from the issuance totaled $187.9 million after deducting issuance costs. Shares of Preferred Stock are convertible into Common Stock as described in Footnote 5, Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit).

Previous wording

The holders of Preferred Stock are entitled to participate in all dividends declared on the Common Stock on an as-converted basis and are also entitled to a cumulative dividend at the rate of 7.5% per annum, payable annually in arrears and subject to increase under certain specified circumstances (including in connection with the dividend waivers described in this section). In addition, such holders are entitled to request, and we must take all actions reasonably necessary to pay, a one-time special dividend on the Preferred Stock equal to the highest dividend that our Board of Directors determines can be paid at the applicable time (or a lesser amount agreed by the holders), subject to additional conditions and limitations described in Footnote 4, Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit). We may be obligated to obtain debt financing in order to effectuate the special dividend, which could significantly impact our financial position and liquidity depending on the timing and scope of the dividend payment and related financing.

Current wording

The holders of Preferred Stock are entitled to participate in all dividends declared on the Common Stock on an as-converted basis and are also entitled to a cumulative dividend at the rate of 7.5% per annum, payable annually in arrears and subject to increase under certain specified circumstances (including in connection with the dividend waivers described in this section). In addition, such holders are entitled to request, and we must take all actions reasonably necessary to pay, a one-time special dividend on the Preferred Stock equal to the highest dividend that our Board of Directors determines can be paid at the applicable time (or a lesser amount agreed by the holders), subject to additional conditions and limitations described in Footnote 5, Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit). We may be obligated to obtain debt financing in order to effectuate the special dividend, which could significantly impact our financial position and liquidity depending on the timing and scope of the dividend payment and related financing.

Previous wording

As of June 30, 2025, each share of Preferred Stock was convertible into 0.053779 shares of Common Stock, with such conversion rate scheduled to return to 0.05 upon payment of accrued dividends.

Current wording

As of September 30, 2025, each share of Preferred Stock was convertible into 0.054829 shares of Common Stock, with such conversion rate scheduled to return to 0.05 upon payment of accrued dividends.

Previous wording

On December 31, 2024, we entered into the Credit Agreement with Blue Torch Finance LLC. The Credit Agreement has a term of four years and matures in December 2028. The Credit Agreement provides a borrowing capacity of $60.0 million consisting of the $45.0 million Term Loan and the $15.0 million Revolving Facility. As of June 30, 2025, the interest rate for the Term Loan was 11.56% based on the Adjusted Term SOFR rate, as defined in the Credit Agreement. In addition, the Credit Agreement provides for an unused commitment fee equal to 1.0% per annum of the unused Revolving Facility.

Current wording

On December 31, 2024, we entered into the Credit Agreement with Blue Torch Finance LLC. The Credit Agreement has a term of four years and matures in December 2028. The Credit Agreement provides a borrowing capacity of $60.0 million consisting of the $45.0 million Term Loan and the $15.0 million Revolving Facility. As of September 30, 2025, the interest rate for the Term Loan was 11.26% based on the Adjusted Term SOFR rate, as defined in the Credit Agreement. In addition, the Credit Agreement provides for an unused commitment fee equal to 1.0% per annum of the unused Revolving Facility.

Previous wording

Amounts outstanding under the Credit Agreement must be prepaid from time to time with the net cash proceeds of certain debt incurrences, equity issuances, asset sales and other dispositions, insurance and condemnation proceeds, tax refunds and other extraordinary receipts.

Current wording

Amounts outstanding under the Credit Agreement must be prepaid from time to time with the net cash proceeds of certain debt incurrences, equity issuances, asset sales and other dispositions, insurance and condemnation proceeds, tax refunds and other extraordinary receipts. Additionally, beginning with the fiscal year ending December 31, 2025, we may be required to prepay the loans annually with Excess Cash Flow (as defined in the Credit Agreement) at specified percentages. Certain payments may be subject to prepayment premiums.

Previous wording

As of June 30, 2025, we had $44.8 million outstanding under the Term Loan and no borrowings outstanding under the Revolving Facility, with a remaining borrowing capacity of $15.0 million.

Current wording

As of September 30, 2025, we had $44.7 million outstanding under the Term Loan and no borrowings outstanding under the Revolving Facility, with a remaining borrowing capacity of $15.0 million.

Previous wording

For additional information on the Credit Agreement, refer to Footnote 5, Debt.

Current wording

For additional information on the Credit Agreement, refer to Footnote 6, Debt.

Previous wording

Cash provided by operating activities is calculated by adjusting our net loss for changes in working capital, as well as by excluding non-cash items such as: depreciation, stock-based compensation, non-cash operating lease expense, amortization expense of finance leases and intangible assets and deferred tax provision (benefit).

Current wording

Cash provided by operating activities is calculated by adjusting our net loss for changes in working capital, as well as by excluding non-cash items such as: depreciation, unrealized foreign currency loss (gain), stock-based compensation, non-cash operating lease expense, amortization expense of finance leases and intangible assets, impairment of right-of-use and long-lived assets and goodwill, and deferred tax provision (benefit).

Previous wording

Net cash used in investing activities for the six months ended June 30, 2025 was $11.4 million compared to $12.1 million for the six months ended June 30, 2024. The decrease in cash used in investing activities was primarily due to a decrease in cash paid for capitalized internally developed software.

Current wording

Net cash used in investing activities for the nine months ended September 30, 2025 was $17.4 million compared to $18.8 million for the nine months ended September 30, 2024. The decrease in cash used in investing activities was primarily due to a decrease in cash paid for capitalized internally developed software.

Previous wording

Net cash used in financing activities during the six months ended June 30, 2025 was $4.6 million compared to $11.0 million during the six months ended June 30, 2024. The decrease in cash used in financing activities was primarily due to the repayment of $6.0 million of the principal amount outstanding under the Prior Credit Agreement in 2025, in addition to lower contingent consideration for the Shareablee acquisition paid in 2025 compared to 2024. The decrease was partially offset by financing and debt issuance payments related to our new Credit Agreement during six months ended June 30, 2025.

Current wording

Net cash used in financing activities during the nine months ended September 30, 2025 was $6.5 million compared to $12.1 million during the nine months ended September 30, 2024. The decrease in cash used in financing activities was primarily due to the repayment of $6.0 million of the principal amount outstanding under the Prior Credit Agreement in 2024, in addition to lower contingent consideration for the Shareablee acquisition paid in 2025 compared to 2024. The decrease was partially offset by principal payments on insurance financing during the nine months ended September 30, 2025.

Previous wording

We have data licensing agreements with a number of MVPDs and other providers for set-top box and connected TV data. These agreements have remaining terms of less than one year to six years. As of June 30, 2025, the total fixed payment obligations related to set-top box and connected TV data agreements are $112.1 million and $25.7 million, respectively. In addition, we expect to make variable payments related to a set-top box data agreement totaling an estimated $95.2 million over the next six years.

Current wording

We have data licensing agreements with a number of MVPDs and other providers for set-top box and connected TV data. These agreements have remaining terms of less than one year to six years. As of September 30, 2025, the total fixed payment obligations related to set-top box and connected TV data agreements are $104.5 million and $25.2 million, respectively. In addition, we expect to make variable payments related to a set-top box data agreement totaling an estimated $90.8 million over the next six years.

Previous wording

We have both operating and financing leases related to corporate office space and equipment. Our leases have remaining terms from less than one year to five years. As of June 30, 2025, the total fixed payment obligation related to these agreements is $30.5 million.

Current wording

We have both operating and financing leases related to corporate office space and equipment. Our leases have remaining terms from less than one year to five years. As of September 30, 2025, the total fixed payment obligation related to these agreements is $25.9 million.

Previous wording

We have an agreement for cloud-based data storage and bandwidth to help process and store our data. The remaining term for this agreement is less than one year. As of June 30, 2025, the total fixed payment obligation related to this agreement is $6.3 million.

Current wording

We have an agreement for cloud-based data storage and bandwidth to help process and store our data. The remaining term for this agreement is less than one year. As of September 30, 2025, the total fixed payment obligation related to this agreement is $2.5 million.