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During the first quarter of 2015, we and WPP entered into a series of agreements whereby WPP became the beneficial owner of 15% of our then outstanding Common Stock and agreed to grant us certain voting rights with respect to its shares of Common Stock; we and WPP formed a strategic alliance for the development and delivery of cross-media audience measurement outside of the U.S.; we purchased WPP’s Nordic Internet Audience Measurement (“IAM”) business; and WPP’s subsidiary, GroupM Worldwide ("GroupM"), entered into a five-year minimum commitment agreement with us ("Subscription Receivable"). Refer to Item 6, "Selected Financial Data," for discussion of adjustments made with respect to the WPP agreements for the year ended December 31, 2015. For additional information, refer to Footnote 3, Business Combinations and Acquisitions and Footnote 17, Related Party Transactions of the Notes to Consolidated Financial Statements.

•	In April 2015, we purchased Proximic, Inc., for $9.5 million, to enhance brand safety and content categorization capabilities across our product offerings.

•	In May 2015, we sold certain assets of our mobile operator analytics businesses, in exchange for the assumption of certain customer liabilities.

•	In January 2016, we sold our Digital Analytix business ("DAx") to Adobe Systems Incorporated ("Adobe") for $45.0 million. In addition, in February 2016, we entered into a Strategic Partnership Agreement with Adobe, which was terminated in September 2017.

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In April 2016, we purchased certain assets of Compete, Inc. ("Compete") for $27.3 million in cash, net of a working capital adjustment of $1.4 million. Compete was owned by Kantar Millward Brown Company, a subsidiary of WPP. We acquired the Compete assets to expand our presence in certain markets, such as the auto industry and financial services, with improved solution offerings regarding digital performance, including path to purchase, advertising impact analysis and shopping configuration analysis.

•	We collect data from proprietary opt-in consumer panels that measure the use of computers, tablets and smartphones that access the internet. These panelists have agreed to install our passive metering software on their devices, home network or both.

•	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 on an anonymous basis.

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

•	We obtain U.S. television viewership information from satellite, telecommunications and cable operators covering millions of television and VOD screens.

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

•	We anonymously integrate our digital and television viewership information with other third-party datasets that include consumer demographic characteristics, attitudes, lifestyles and purchase behavior.

•	We integrate many of our services with ad serving platforms.

•	We utilize knowledgeable in-house industry analysts that span verticals such as pharmaceuticals, media, finance, consumer packaged goods and political information to add value to our data.

•	We have created an opt-in Total Home Panel which can capture data that run through a home’s internet connection. This expands our intelligence to include such activity as game console and IOT device usage.

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•	Our 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.

•	An ability to de-duplicate audiences across platforms, which is based on direct observations within our consumer panel and census data combined with proprietary data science. This de-duplication allows us to measure the reach and frequency of advertising and content exposure across platforms and over time.

•	An ability to validate advertising delivery and detect fraud through our Invalid Traffic and Sophisticated Invalid Traffic filtration methods. 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.

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

•	Local and national television broadcasters and content owners;

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

•	Digital content publishers and internet technology companies;

•	Advertising agencies;

•	Movie studios;

•	Hardware device and component manufacturers;

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

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

•	Political campaigns and related organizations.

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•	Enhancing our recruiting methods and software applications;

•	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;

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

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

•	Data Collection - metering such as biometrics, audio fingerprinting, tagging such as video view-ability, browser optimization, IP obfuscation and TV-off measurement methodology.

•	Data Processing - traffic and content categorization, demographic attribution, ad effectiveness, data overlap and fusion, invalid traffic detection, data weighting, projection and processing of return path data.

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

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

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

•	Companies that provide digital advertising technology point solutions, including DoubleVerify, Integral Ad Science, Moat (owned by Oracle), and WhiteOps;

•	Companies that provide audience measurement and competitive intelligence across digital platforms, including Nielsen, SimilarWeb, and App Annie;

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

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

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

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

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

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

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

•	the ability to provide reliable and objective third-party data that, as needed, is able to receive industry-accepted accreditation;

•	the ability to adapt product offerings to emerging digital media technologies and standards;

•	the breadth and depth of products and their flexibility and ease of use;

•	the availability of data across various industry verticals and geographic areas and expertise across these verticals and in these geographic areas; and

•	the ability to offer products that meet the changing needs of customers.

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•	the reliability of cross-platform products;

•	decisions of our customers and potential customers to develop cross-platform solutions internally rather than purchasing such products from third-party suppliers like us;

•	decisions by industry associations in the U.S. or in other countries that result in association-directed awards, on behalf of their members, of digital measurement contracts to one or a limited number of competitive vendors;

•	the rate of growth in e-commerce and mobile commerce ("m-commerce"), cross-platform focused advertising and continued growth in television and digital media consumption; and

•	public and regulatory concern regarding privacy and data security.

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•	loss of customers;

•	sales credits, refunds or liability to our customers;

•	the incurrence of substantial costs to correct any material defect or error;

•	increased warranty and insurance costs;

•	potential litigation;

•	interruptions in the availability of our products;

•	diversion of development resources;

•	lost or delayed market acceptance and sales of our products; and

•	damage to our brand.

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•	encounter difficulties retaining key employees of the acquired company or integrating diverse business cultures;

•	incur large charges or substantial liabilities, including without limitation, liabilities associated with products or technologies accused or found to infringe third-party intellectual property rights or violate existing or future privacy regulations;

•	issue shares of our capital stock as part of the consideration, which may be dilutive to existing stockholders;

•	become subject to adverse tax consequences, legal disputes, substantial depreciation or deferred compensation charges;

•	use cash that we may otherwise need for ongoing or future operation of our business;

•	enter new geographic markets that subject us to different laws and regulations that may have an adverse impact on our business;

•	experience difficulties effectively utilizing acquired assets;

•	encounter difficulties integrating the information and financial reporting systems of acquired businesses, particularly those that operated under accounting principles other than those generally accepted in the U.S. prior to the acquisition by us; and

•	incur debt, which may be on terms unfavorable to us or that we are unable to repay.

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•	the uncertainties associated with the integration of acquired businesses and the cost and timing of organizational restructuring;

•	our ability to increase sales to existing customers and attract new customers;

•	the potential loss or reduction in spending by significant customers;

•	changes in our customers' subscription renewal behaviors and spending on projects;

•	the impact on our contract renewal rates caused by our customers’ budgetary constraints, competition, customer dissatisfaction, customer corporate restructuring or change in control, or our customers’ actual or perceived lack of need for our products;

•	the timing of contract renewals, delivery of products and duration of contracts and the corresponding timing of revenue recognition as well as the effects of revenue derived from recently-acquired companies;

•	variations in the demand for our products and the implementation cycles of our products by our customers;

•	the challenges of persuading existing and prospective customers to switch from incumbent service providers;

•	the timing of revenue recognition for usage-based or impression-based products;

•	the effect of revenues generated from significant one-time projects or the loss of such projects;

•	the timing and success of new product introductions by us or our competitors;

•	changes in our pricing and discounting policies or those of our competitors;

•	the impact of our decision to discontinue certain products;

•	our failure to accurately estimate or control costs - including those incurred as a result of investments, other business or product development initiatives, litigation, and the integration of acquisitions;

•	adverse judgments or settlements in legal disputes;

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•	the amount and timing of capital expenditures and operating costs related to the maintenance and expansion of our operations and infrastructure;

•	the risks associated with operating in countries in which we may have little or no previous experience and with maintaining or reorganizing corporate entity structures in international jurisdictions;

•	service outages, other technical difficulties or security breaches;

•	limitations relating to the capacity of our networks, systems and processes;

•	maintaining appropriate staffing levels and capabilities relative to projected growth, or retaining key personnel as a result of the integration of recent acquisitions or otherwise;

•	the extent to which certain expenses are deductible for tax purposes, such as share-based compensation that fluctuates based on the timing of vesting and our stock price;

•	the timing of any changes to our deferred tax valuation allowance;

•	adoption of new accounting pronouncements; and

•	general economic, political, regulatory, industry and market conditions and those conditions specific to internet usage and online businesses.

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•	recruitment and maintenance of a sufficiently large and representative panel both globally and in certain countries;

•	difficulties and expenses associated with tailoring our products to local markets as may be required by local customers and joint industry committees or similar industry organizations;

•	difficulties in expanding the adoption of our server- or census-based web beacon data collection in international countries or obtaining access to other necessary data sources;

•	differences in customer buying behaviors;

•	the complexities and expense of complying with a wide variety of foreign laws and regulations, including the GDPR and foreign anti-corruption laws (as well as the U.S. Foreign Corrupt Practices Act);

•	difficulties in staffing and managing international operations, including complex and costly hiring, disciplinary, and termination requirements;

•	the complexities of foreign value-added taxes and restrictions on the repatriation of earnings;

•	reduced or varied protection for intellectual property rights in some countries;

•	political, social and economic instability abroad, terrorist attacks and security concerns;

•	fluctuations in currency exchange rates; and

•	increased accounting and reporting burdens and complexities.

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•	provide for a classified board of directors so that not all members of our Board are elected at one time;

•	authorize “blank check” preferred stock that our Board could issue to increase the number of outstanding shares to discourage a takeover attempt;

•	prohibit stockholder action by written consent, which means that all stockholder actions must be taken at a meeting of our stockholders;

•	prohibit stockholders from calling a special meeting of our stockholders;

•	provide that the Board is expressly authorized to make, alter or repeal our bylaws; and

•	provide for advance notice requirements for nominations for elections to our Board or for proposing matters that can be acted upon by stockholders at stockholder meetings.

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(1)	issuance of 3,300 shares of restricted Common Stock in consideration for vested RSUs to Melvin Wesley, the former Chief Financial Officer of the Company, on October 10, 2016, in connection with his termination of employment with the Company; and

(2)	an award of 35,000 RSUs to David Chemerow, the Company's former Chief Financial Officer, on August 5, 2016, in connection with his appointment to the position of Chief Financial Officer, which is subject to continued vesting under his separation agreement with the Company.

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(i)	The payment of minimum statutory withholding taxes due upon the vesting of certain restricted stock and RSU awards, which shares were repurchased at the then current fair market value of the shares;

(ii)	The repurchase right afforded to us upon the cessation of employment of certain of our employees; and

(iii)	As part of a publicly announced plan or program.

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•	We agreed to acquire all of the outstanding common stock of WPP's Nordic Internet Audience Measurement ("IAM") business in Norway, Sweden and Finland in exchange for shares of our Common Stock.

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We entered into a Strategic Alliance Agreement ("Strategic Alliance") in which we and WPP agreed to collaborate on the cross-media audience and campaign measurement (“CMAM”) business for certain areas outside the U.S. for an initial ten-year term. Under the terms of the Strategic Alliance, the parties agreed to jointly develop and market CMAM, leveraging our digital assets and the television assets and global footprint of WPP.

•	WPP agreed to conduct a tender offer for shares of our Common Stock from existing stockholders at an offered price of $46.13 per share.

•	If the shares issued and the shares WPP acquired in the tender offer represented less than 15% of our then outstanding Common Stock, the Company agreed to sell to WPP, at a price of $46.13 per share, such newly issued shares that would cause WPP’s aggregate holdings to equal 15% of our then outstanding Common Stock.

•	We closed the acquisition of the IAM business and the Strategic Alliance and issued 1,605,330 shares of our Common Stock from treasury, which represented 4.45% of our then outstanding Common Stock; and

•	We sold to WPP 4,438,353 newly issued shares of Common Stock for an aggregate purchase price of $204.7 million. After this issuance and including shares acquired by WPP via the tender offer, WPP held 15% of our then outstanding shares of Common Stock.

•	The closing Common Stock share price was $51.42, resulting in a total market value of shares of Common Stock held by WPP of $310.8 million.

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•	Increased settlement of litigation expenses primarily attributable to the proposed settlement of the federal securities class action litigation.

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Increased investigation and audit related expenses as result of increased professional fees associated with legal and forensic accounting services rendered as part of our Audit Committee’s investigation and our subsequent review of policies, practices, internal controls and disclosure matters. Audit related expenses consist of professional fees associated with accounting related consulting services and external auditor fees associated with the audit of our Consolidated Financial Statements.

•	Increased cost of revenues expenses primarily from higher employee costs for investments made to improve our operations, panel costs and systems and bandwidth costs to support our infrastructure to deliver our products and services.

•	Increased costs associated with our December 2017 organizational restructuring for costs primarily related to severance.

•	Decreased gains from asset dispositions as the DAx disposition occurred during 2016 and there were no similar dispositions in 2017.

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•	Decreased general and administrative expenses primarily due to merger and integration costs in 2016 related to our merger with Rentrak as well as decreased stock-based compensation expense.

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Rentrak's operating expenses for the period subsequent to the merger added $164.3 million of operating expenses, or 88.6% of the total increase. Included in these costs were amortization expenses of $22.3 million relating to intangible assets acquired of $170.3 million and stock-based compensation expense of $21.9 million recognized as a result of the acceleration of equity awards held by certain Rentrak executives upon consummation of the merger. Such stock-based compensation expense is reported in operating expenses on our Consolidated Statement of Operations and Comprehensive Loss as follows:

◦	Selling and marketing expenses include $2.9 million of stock-based compensation expense;

◦	Research and development expenses include $1.7 million of stock-based compensation expense; and

◦	General and administrative expenses include $17.3 million of stock-based compensation expense.

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Increased cost of revenues expenses relating to Rentrak subsequent to the merger. Additionally, we had an increase in cost of revenues that was primarily due to an increase in panel costs incurred, largely for investment into new products, expenses associated with engineering services provided by Compete, Inc. ("Compete") pursuant to a transition services agreement and an increase in systems and bandwidth costs due to continued investment in our services.

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Increased investigation and audit related expenses as a result of increased professional fees associated with legal and forensic accounting services rendered as part of our Audit Committee’s investigation. Audit related expenses consist of professional fees associated with accounting related consulting services and external auditor fees associated with the audit of our Consolidated Financial Statements.

•	Decreased total expenses from operations as a result of gain recognized as a result of our DAx disposition during 2016 compared to a loss on disposition of CSWS during 2015.

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•	Adjusted EBITDA does not reflect tax or interest payments that represent a reduction in cash available to us;

•	Depreciation and amortization are non-cash charges and the assets being depreciated may have to be replaced in the future. Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;

•	Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

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Adjusted EBITDA does not reflect cash payments relating to litigation and the Audit Committee investigation described herein, such as litigation and investigation-related costs, costs associated with tax projects, restructuring costs, audits and other professional, consulting or other fees incurred in connection with our just-completed audit and all related legal proceedings, all of which represent a reduction in cash available to us;

•	Other companies, including companies in our industry, may calculate any of these non-GAAP financial measures differently, which reduces their usefulness as comparative measures.

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•	On August 19, 2016, we agreed to pay a fee to the lenders equal to 0.15% of the revolving credit facility commitments. In addition, we agreed to reduce the letter of credit sublimit under the Credit Agreement from $10.0 million to $4.8 million.

•	On June 30, 2017, we agreed to pay an additional fee to the lenders equal to 0.15% of the revolving credit facility commitments.

•	On September 29, 2017, the parties agreed to further reduce the revolving commitment amount from $100.0 million to $3.6 million, equal to the amount of outstanding letters of credit. The facility was to expire on the earlier of September 26, 2018 or the date the letter of credit commitments was equal to zero.

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1.	Organization

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2.	Summary of Significant Accounting Policies

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•	Under the Company's current commission plan, the Company expects costs to obtain a contract (generally commissions) to qualify for the practical expedient allowing such costs to be expensed as incurred, consistent with the Company's current policy. This conclusion could change in the future if the Company's underlying commission plans change.

•	Certain fulfillment costs may meet the criteria for capitalization as they relate directly to a contract, generate or enhance a resource being used in satisfying the Company's performance obligation, and are expected to be recovered.

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3.	Business Combinations and Acquisitions

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•	The Company agreed to acquire all of the outstanding common stock of WPP's IAM business in Norway, Sweden and Finland.

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The Company entered into a Strategic Alliance Agreement ("Strategic Alliance") in which WPP and the Company agreed to collaborate on the cross-media audience and campaign measurement (“CMAM”) business for certain areas outside the U.S. for an initial ten-year term. Under the terms of the Strategic Alliance, the parties agreed to jointly develop and market CMAM, leveraging the digital assets of comScore and the television assets and global footprint of WPP.

•	WPP agreed to conduct a tender offer for shares of its Common Stock from existing stockholders at an offered price of $46.13 per share.

•	If the shares issued and the shares WPP acquired in the tender offer together represented less than 15% of the Company's then outstanding Common Stock, the Company agreed to sell to WPP, at a price of $46.13 per share, such newly issued shares that would cause WPP’s aggregate holdings to equal 15% of its then outstanding Common Stock.

•	The Company closed the acquisition of the IAM business and the Strategic Alliance and issued 1,605,330 shares of its Common Stock from treasury, which represented 4.45% of the then outstanding of the Company's Common Stock; and

•	The Company sold to WPP 4,438,353 newly issued shares of Common Stock for an aggregate purchase price of $204.7 million. After this issuance and including shares acquired by WPP via the tender offer, WPP held 15% of the Company's outstanding shares of Common Stock.

•	The closing Common Stock share price was $51.42, resulting in a total value of shares of Common Stock held by WPP of $310.8 million.

•	Stock issuance costs of $3.9 million were offset against the consideration received. As of April 1, 2015, WPP's aggregate holdings totaled 15% of the Company's Common Stock.

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4.	Asset Dispositions

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5.	Marketable Securities

6.	Fair Value Measurements

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7.	Property and Equipment

8.	Goodwill and Intangible Assets

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9.	Accrued Expenses

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10.	Long-term Debt and Other Financing Arrangements

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•	On August 19, 2016, the Company agreed to pay a fee to the lenders equal to 0.15% of the revolving credit facility commitments. In addition, the parties agreed to reduce the letter of credit sublimit under the Credit Agreement from $10.0 million to $4.8 million.

•	On June 30, 2017, the Company agreed to pay an additional fee to the lenders equal to 0.15% of the revolving credit facility commitments.

•	On September 29, 2017, the parties agreed to further reduce the revolving commitment amount from $100.0 million to $3.6 million, equal to the amount of outstanding letters of credit. The commitment would be further reduced to zero as the letters of credit mature. The facility was to expire the earlier of September 26, 2018 or the date the letter of credit commitments is equal to zero.

11.	Commitments and Contingencies

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12.	Income Taxes

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13.	Stockholders’ Equity

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14.	Share Repurchases

15.	Employee Benefit Plans

16.	Geographic Information

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17.	Related Party Transactions

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18.	Organizational Restructuring

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19.	Quarterly Financial Information (Unaudited)

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20.	Subsequent Events

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•	Certain members of management created a culture that led to sales practices designed to maximize, and manage, the timing of revenue recognition in a manner inconsistent with the Company’s policies.

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We did not have sufficient internal controls to limit the ability of members of management to exercise influence over (i) our revenue accounting decision making, (ii) significant assumptions used in forecasts that impacted certain asset carrying amounts related to acquired assets and our deferred tax assets and (iii) the methodologies used and related disclosures relating to key financial information and investor presentations, including with respect to customer count and vCE products.

•	Our processes for identifying internal control weaknesses (including through internal audit, a whistleblower hotline and whistleblower protection processes) and ensuring appropriate investigation and follow-up of identified concerns (including addressing and properly remediating identified conduct issues) were not sufficiently robust.

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Since January 2017, we have appointed a new Chief Financial Officer, Chief Revenue Officer, Chief Information Officer, General Counsel & CCPPO, Deputy General Counsel for Contracts, Privacy and Compliance, Deputy General Counsel for Securities and Corporate Governance and a Vice President of Enterprise Risk Management, and also appointed an additional Deputy General Counsel. These new employees, along with multiple other new and continuing employees, have collectively set a tone of integrity, transparency and honesty. These individuals have been responsible for overseeing the remediation of our material weaknesses, including implementation of various actions to reinforce a culture of integrity, transparency and honesty. In addition, our Board has formed a committee to direct the search for a new Chief Executive Officer, and has retained a leading executive search firm to assist in considering both internal and external candidates for that role.

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In addition to the changes to, and expansion of, our leadership team, we have added other individuals whom we believe have the commensurate level of knowledge, experience and training required to properly support our financial reporting and accounting functions, and we have utilized and continue to utilize temporary external consultants to assist in our accounting processes and to provide the training necessary for the support of such functions.

•	We have implemented, and will continue to enhance, an ongoing training program regarding significant accounting and financial reporting matters for accounting, financial reporting, sales and delivery team members, as well as corporate executives. Training also addresses, among other things, the Company’s various products to facilitate proper accounting treatment evaluations.

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We have reinforced the importance of integrity, accountability, and adherence to established internal controls, policies and procedures, including through the adoption of a revised Code of Business Conduct and Ethics and a revised Reporting and Non-Retaliation Policy (our corporate whistleblower program) to encourage reporting of suspicious activity and misconduct, through formal communications, town hall meetings, and mandatory employee training on

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Under the direction of our new General Counsel & CCPPO, we have created a new Compliance Coordinating Committee at the executive level that is chaired by the General Counsel & CCPPO and oversees the newly created compliance program.  The compliance program includes a policies and procedures library; education and mandatory training; and monitoring for compliance and corrective action, if appropriate. The program also includes policies for receiving, evaluating, and reporting on allegations of misconduct or non-compliance with the Company’s revised Code of Business Conduct and Ethics and revised Reporting and Non-Retaliation Policy.

•	The Company has strengthened its forecasting procedures, such as increasing the involvement of key Company personnel who would be knowledgeable and can contribute to the development and validation of key assumptions, the use of outside experts to help validate models and assumptions and a management review and approval process for key forecasts.

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We have strengthened our interim and annual financial review controls to detect and correct accounting errors on a timely basis and enhance the integrity of external financial reporting through the establishment of a Disclosure Committee and a sub-certification process whereby managers must take ownership of and make representations as to the effectiveness of internal controls in their respective areas of oversight.

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The preparation of our key financial information for disclosure purposes, key investor presentations or reports, and other public disclosures of performance metrics are now subject to multiple levels of review, are agreed to or reconciled to the Company’s underlying books and records, and changes in approaches or definitions are subject to review by both the Disclosure Committee and the Chief Financial Officer in order to assess the accuracy thereof and potential disclosure implications.

•	We did not ensure that our revenue accounting was free of sales pressure from former members of senior management to maximize, or manage the timing of revenue recognition in a manner inconsistent with the Company’s policies.

•	We identified instances where there were additional arrangements entered into or other information that would have impacted our accounting, but that were not properly disclosed to the Company’s accounting group or its external auditors.

•	For certain nonmonetary and monetary transactions, we found instances where there did not appear to be a clear need for all of the data that was being exchanged or sold, including the customer need or value associated with historical data for raw data feed products.

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We have (i) designed control remediation efforts to address issues of management influence on the revenue accounting process, (ii) implemented sales and delivery team training on revenue accounting issues, such as documenting modifications to contract arrangements, and (iii) implemented training and other efforts to reinforce for accounting personnel a better understanding of accounting issues related to contract changes or other contract modifications to provide for the proper accounting treatment and disclosure of those items. We have also implemented a process designed to timely identify instances of contracting, sales, or delivery issues that would require management attention and accounting input. We have also enhanced our quarterly certification process regarding contract compliance by personnel involved in product sales and delivery.

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We have reviewed our revenue accounting policies, with the assistance of external consultants, for all of our products, and have updated our revenue accounting policy manual accordingly. Standard operating procedures manuals are being developed to provide guidance and consistency of accounting for our various products, including protocols for escalating the need for accounting policy oversight when we are developing new products or entering into complex or non-routine transactions.

•	We developed new revenue accounting procedures to ensure that a formalized process is followed, with appropriate levels of review and approval in areas of accounting judgment related to our revenue accounting. In areas where contracts containing multiple elements are used or more complex products are sold (similar to the revenue contracts

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We have implemented product-pricing procedures designed to ensure pricing consistency and to support the fair value estimates that are used in the revenue accounting processes in areas where contracts containing multiple elements are used or more complex products are sold. Such procedures include an internal pricing oversight committee that meets to review the pricing determinations on our more complex products. Our rate cards and product pricing calculators used to set product prices are now routinely reviewed by the pricing oversight committee, and we have put in place a process to update these pricing mechanisms based on third-party sales of our products and other data.

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Our revenue recognition generally occurs upon product delivery or product initiation for subscription related revenue products. We have strengthened our controls over "evidence of delivery” in our systems and processes. Various delivery platforms, like online portal access, file sharing sites, and delivery via email have all been evaluated, and the controls have been strengthened for documenting and supporting evidence of delivery.

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We have increased the number, experience level and skills of the personnel involved in accounting and revenue accounting and in the accounting policy group through hiring and improved training processes. This, in turn, has strengthened our overall internal controls over the revenue process and allowed us to include additional supervisory controls and interim and annual financial review controls, including a sub-certification process and a Disclosure Committee procedure.

(a)	the completion of the Audit Committee’s investigation and the substantial resources expended (including the use of external consultants) to respond to the findings and the resulting adjustments we made to our previously issued financial statements;

(b)	our internal review that identified certain additional accounting errors, leading to the adjustment of our previously issued financial statements;

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(c)	based on the efforts in (a) and (b) above, we have updated, and in some cases corrected, our accounting policies and have applied these to our previously issued financial results and to our fiscal year 2015, 2016 and 2017 financial results; and

(d)	certain remediation actions we have undertaken to address the identified material weaknesses, as discussed above.

•	pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

•	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that the receipts and expenditures of the company are being made only in accordance with appropriate authorization of management and the Board; and

•	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

•	Our accounting for revenue contracts is complex and dependent on manual processes with many different accounting interfaces and on technologies that require updating to improve the accuracy and efficiency of our revenue accounting. We did not design and maintain adequate compensating controls to sufficiently mitigate these operational risks.

•	We did not design and maintain adequate controls to ensure that accounting for contracts in our international operations was sufficiently robust and timely.

•	We did not have adequate staffing resources to properly perform our revenue accounting and therefore we are overly reliant on external consultants to assist in the accounting for our revenue contracts.

•	We did not have a sufficient complement of business and accounting personnel to fully evaluate, value and perform the analyses and ongoing accounting processes for these transactions;

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•	We did not maintain adequate controls to ensure that key assumptions in the forecasts to support the value for these business combinations and asset acquisitions were properly developed, documented and supported; and

•	We did not maintain adequate controls to ensure that post-acquisition records were properly maintained in order to ensure appropriate accounting treatment pursuant to the agreements and in accordance with GAAP.

•	Increased the number, experience level and skills of the personnel involved in our general ledger and financial reporting functions through hiring and improved training programs.

•	Re-aligned our team and closing processes to ensure we can reduce the amount of time it takes to complete the close cycle.

•	Added additional corporate level reviews of our results within both domestic and international subsidiaries including more robust analysis of fluctuations.

•	Automated our processes relating to portions of significant accruals through our purchasing system.

•	Implemented additional internal management reporting to improve our ability to review, understand and analyze our financial results, trends and key performance metrics.

•	Enhanced and strengthened our documentation and review procedures relating to our key account reconciliations, including additional supervisory controls.

•	We did not have a sufficient complement of personnel in our tax department with an appropriate level of knowledge and experience to timely perform all of the tasks necessary to evaluate and account for our tax related matters; and

•

The tax department is dependent on the timely receipt of detailed financial information (e.g. by jurisdiction, entity, contract, product, etc.) that forms the foundation of our tax computations and conclusions.  This information has not always been accurate and has been inconsistently available in a timely manner, requiring additional efforts by the tax department to ensure the timely and accurate execution of our tax processes.

•	In 2017, we hired additional tax personnel with the appropriate skill levels to ensure there are sufficient resources to timely execute controls.  We anticipate that we will continue to hire additional staff in 2018; and

•	We have engaged an external accounting firm to provide an additional layer of review over our tax reporting process, including the review of our quarterly and annual income tax provision calculations as well as our annual U.S. federal and material state income tax returns.

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•	The Company entered into complex multiple-element revenue arrangements and the controls over the accounting for revenue is highly dependent on manual processes. The Company did not design and maintain adequate compensating controls to address these risks, including ensuring adequate contract reviews were performed.

•	The Company did not have adequate staffing resources to ensure revenue recorded was accurate and complete and was overly reliant on external consultants to assist in the accounting for complex revenue arrangements.

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•	The Company did not design and maintain adequate controls to ensure that accounting for contracts in its international operations was sufficiently robust and timely and that international contracts were accounted for in accordance with the Company’s policies and US GAAP.

•	The Company failed to maintain adequate controls to ensure that account reconciliations for revenue and revenue-related accounts were accurately and timely performed, reviewed and analyzed.

•	The Company did not have a sufficient compliment of business and accounting personnel to fully evaluate, value and perform the analysis and ongoing processes for the accounting for business combinations, including ensuring that key assumptions in the forecasts were adequately developed, documented and supported.

•	The Company did not maintain adequate controls over the financial close and reporting process to enable the close process to be completed in a timely and accurate manner, which includes accurately estimating accruals and the overall preparation, review and analysis of the financial results.

•	The Company did not have a sufficient compliment of personnel in their tax department with an appropriate level of knowledge and experience to timely perform a review and execute controls over the preparation of the tax provision.

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(1)	Member of Nominating and Governance Committee

(2)	Member of Compensation Committee

(3)	Member of Audit Committee

(4)	Member of Special Committee

(5)	Member of CEO Search Committee

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•	Serge Matta, our then Chief Executive Officer;

•	Melvin Wesley III, our then Chief Financial Officer;

•	Cameron Meierhoefer, our then Chief Operating Officer;

•	Christiana Lin, our then Executive Vice President, General Counsel and Chief Privacy Officer; and

•	Michael Brown, our then Chief Technology Officer.

•	Gian Fulgoni, our then Chief Executive Officer (as of August 5, 2016);

•	Serge Matta, our former Chief Executive Officer (until August 5, 2016);

•	David Chemerow, our then Chief Financial Officer (as of August 5, 2016);

•	Melvin Wesley III, our former Chief Financial Officer (until August 5, 2016);

•	William Livek, our President and Executive Vice Chairman (as of January 29, 2016);

•	Cameron Meierhoefer, our then Chief Operating Officer; and

•	Michael Brown, our then Chief Technology Officer.

•	William Livek, our President and Executive Vice Chairman;

•	Gian Fulgoni, our former Chief Executive Officer (until November 13, 2017);

•	Gregory Fink, our Chief Financial Officer (as of October 17, 2017);

•	David Kay, our former Interim Chief Financial Officer (from September 10, 2017 until October 16, 2017);

•	David Chemerow, our former Chief Financial Officer (until September 8, 2017);

•	Carol DiBattiste, our General Counsel & Chief Compliance, Privacy and People Officer (as of January 23, 2017);

•	Christiana Lin, our former Executive Vice President, General Counsel and Chief Privacy Officer (until January 23, 2017); and

•	Michael Brown, our former Chief Technology Officer (until July 7, 2017).

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•	Further Align Stockholder Interests and Promote Achievement of Strategic Objectives. To further align our executive officers’ interests with those of our stockholders, the Compensation Committee believed that compensation arrangements should be tied to Company performance and growth in the value of our Common Stock.

•	Promote Achievement of Financial Goals. The Compensation Committee believed that executive compensation should be dependent on the achievement of our financial goals. Historically the Compensation Committee sought to establish target levels for our performance-based incentive compensation opportunities that were aligned with the financial targets we disclosed to stockholders.

•	Reward Superior Performance. The Compensation Committee believed that total compensation for an executive officer should be both competitive and tied to pre-established financial goals and strategic objectives, and performance exceeding target levels should be appropriately rewarded.

•

Attract and Retain Top Talent. The Compensation Committee believed that compensation arrangements should be sufficient to allow us to attract, retain and motivate executive officers with the skills and talent needed to manage our business successfully. To this end, the Compensation Committee took into consideration factors such as market analyses, experience, alternative market opportunities, and consistency with the compensation paid to others within our organization.

•	compensate our executive officers at levels at or near the median of the competitive market (as represented by our compensation peer group for the relevant period), with individual exceptions on a case-by-case basis;

•	appropriately link executive officers’ compensation to our performance and the value we deliver to our stockholders; and

•	ensure that executive officers’ compensation is equitable relative to the compensation paid to other professionals within the Company.

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•	reviews the corporate goals and objectives of, and performance of and total compensation earned by or awarded to, our principal executive officer, independent of input from our principal executive officer;

•	examines the performance of our other executive officers with assistance from our principal executive officer and approves total compensation packages for them that it believes to be appropriate and consistent with those generally found in the marketplace for executives in comparable positions;

•	regularly holds executive sessions without management present; and

•	engages a compensation consultant to review our executive compensation policies and practices, provide analysis of the competitive market for executive compensation, and make recommendations regarding the elements of our executive officer compensation packages.

(i)	how much we would be willing to pay to retain the executive officer;

(ii)	how much we would expect to pay in the marketplace to replace the executive officer;

(iii)	how much the executive officer could otherwise command in the employment marketplace;

(iv)	past performance, as well as the strategic value of the executive officer’s future contributions; and

(v)	internal parity.

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•	reviewing our compensation peer group;

•	analyzing the compensation of our executive officers;

•	reviewing and analyzing market data related to our executive officers’ base salaries, short-term incentives, and long-term incentive compensation levels;

•	evaluating equity plan design and structures; and

•	reviewing our Compensation Discussion and Analysis.

•	reviewing the compensation of our then Board Chair, Board of Directors and Lead Independent Director;

•	reviewing the compensation of our executive officers;

•	reviewing and analyzing severance and post-employment compensation arrangements for our executive officers;

•	preparing an analysis of certain equity awards and other compensation practices for our then Chief Executive Officer;

•	conducting a study of compensation recovery policies among the companies in our compensation peer group; and

•	reviewing and analyzing compensation practices in connection with the appointment of a new Chief Executive Officer.

•	reviewing our compensation peer group;

•	reviewing and analyzing market data related to the base salaries, short-term incentives, and long-term incentive compensation levels of our then Chief Executive Officer and other executive officers;

•	reviewing and analyzing severance and post-employment compensation arrangements for certain executive officers;

•	evaluating equity plan design, metrics and pending equity award value and share usage; and

•	reviewing our Compensation Discussion and Analysis.

•	reviewing key considerations for the Compensation Committee in overseeing our executive compensation program;

•	analyzing market data related to the base salaries, short-term incentives, and long-term incentive compensation levels of our executive officers;

•	reviewing the compensation of our new Board Chair and the Board of Directors, as well as the compensation paid to directors for Board committee service; and

•	evaluating equity plan design and metrics for future years.

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•	Mr. Wesley: Improve financial operational visibility, build finance and accounting organizational effectiveness and engagement, improve continuity with external service providers, and strengthen investor relations functions and outcomes.

•	Mr. Meierhoefer: Establish frameworks for consolidating and aligning organization, launch and integration of various products, and technology infrastructure development.

•	Ms. Lin: Develop and train teams in successful closure of strategic commercial and corporate deals, implement process, system, and operational improvements within the legal and human resources teams, and develop and shape programs supporting a culture of management and leadership within the human resources team.

•	Mr. Brown: Organizational development, launch and integration of various products, and infrastructure development.

(1)

As discussed above, the Company has restated certain financial data for the quarters ended March 31, June 30 and September 30, 2015 and has determined that the preliminary financial statements furnished for the quarter and year ended December 31, 2015 should no longer be relied upon. The Compensation Committee’s determinations regarding 2015 performance, and the issuance of related incentive awards, were made prior to the Audit Committee investigation and subsequent adjustment of our 2015 results.

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(1)	The number of shares of our Common Stock was determined by dividing the dollar value of the award by the closing market price of our Common Stock as reported on the Nasdaq Global Select Market on February 12, 2016, which was $35.60 per share.

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•	One-third of the shares would vest in 2016, on the date of determination by the Compensation Committee of our performance results for 2015;

•	One-third of the shares would vest in 2017, on the first anniversary of the determination date; and

•	One-third of the shares would vest in 2018, on the second anniversary of the determination date.

(1)	The number of shares of our Common Stock was determined by dividing the dollar value of the award by the closing market price of our Common Stock as reported on the Nasdaq Global Select Market on February 12, 2016, which was $35.60 per share.

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(1)	The number of shares of our Common Stock was determined by dividing the dollar value of the award by the closing market price of our Common Stock as reported on the Nasdaq Global Select Market on February 12, 2016, which was $35.60 per share.

•	An annual base salary in the amount of $435,000;

•	An RSU award for 10,000 shares of our Common Stock, to vest in three equal annual installments in February 2017, 2018 and 2019, subject to continued service through each vesting date;

•	Participation in our incentive compensation programs for our executive officers as approved from time to time by the Board of Directors; and

•	A Change of Control and Severance Agreement with the Company, the material terms and conditions of which are described under “Payments Upon Termination or Change in Control” below.

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•	An annual base salary in the amount of $345,000;

•	An RSU award for 35,000 shares of our Common Stock, to vest in four equal annual installments in August 2017, 2018, 2019 and 2020, subject to continued service through each vesting date;

•	Participation in our incentive compensation programs for our executive officers as approved from time to time by the Board of Directors; and

•	A Change of Control and Severance Agreement with the Company, which was later superseded by a Separation and General Release Agreement, dated September 8, 2017 (described under “Executive Compensation Actions and Decisions for 2017” below).

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•	An annual base salary in the amount of $350,000;

•	A sign-on bonus in the amount of $200,000, paid in equal installments in April 2017 and July 2017;

•	An RSU award equal to $1,000,000, to be granted after the Company regains compliance with its SEC reporting obligations and has a valid equity plan in place;

•	Participation in our incentive compensation programs for our executive officers as approved from time to time by the Board of Directors; and

•	A Change of Control and Severance Agreement with the Company, the material terms and conditions of which are described under “Payments Upon Termination or Change in Control” below.

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•	An annual base salary in the amount of $390,000;

•	A sign-on bonus in the amount of $800,000 in RSUs, to be granted after the Company regains compliance with its SEC reporting obligations and has a valid equity plan in place;

•	A prorated bonus for 2017 based on a target of 75% of his base salary for 2017;

•	Beginning in 2018, participation in our incentive compensation programs for our executive officers as approved from time to time by the Board of Directors; and

•	A Change of Control and Severance Agreement with the Company, the material terms and conditions of which are described under “Payments Upon Termination or Change in Control” below.

•	All accrued salary and accrued and unused paid time off earned through his retirement date;

•	Payment of premiums for eligible continuation healthcare coverage for up to 18 months from his retirement date;

•	Vesting in full (on his retirement date) of all outstanding RSU awards previously granted under our equity incentive plan; and

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•	Issuance of $4,000,000 in fully vested RSUs as compensation for his services as CEO from August 2016 through his retirement date (for which he had not otherwise been separately compensated), subject to the Company’s compliance with SEC reporting requirements.

•	medical and dental insurance;

•	life insurance;

•	short-term and long-term disability insurance; and

•	a 401(k) plan with a company matching feature.

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(1)	Amounts represent the aggregate grant date fair value of stock and option awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation (FASB ASC Topic 718). Assumptions used in the calculation of these amounts are described in Note 13 to the Consolidated Financial Statements included in Item 8 of this 10-K.

(2)

(a) Includes a target performance-based annual incentive with a fair value of $700,000 (maximum opportunity of $1,400,000) computed in accordance with FASB ASC Topic 718, to vest in February 2016 subject to achievement of predetermined 2015 revenue and Adjusted EBITDA objectives. On February 15, 2016, an annual incentive award of $859,804 was granted following Compensation Committee review of preliminary 2015 results. (b) Includes a target performance-based long-term incentive with a fair value of $700,000 (maximum opportunity of $1,400,000) computed in accordance with FASB ASC Topic 718, to vest in three equal installments in February 2016, 2017 and 2018 subject to achievement of predetermined 2015 revenue and Adjusted EBITDA objectives and continued service through each vesting date. On February 15, 2016, a performance-based long-term incentive award of $859,804 was granted following Compensation Committee review of preliminary 2015 results, subject to the vesting schedule described above. (c) Includes a time-based long-term incentive award with a fair value of $700,000 computed in accordance with FASB ASC Topic 718, to vest in three equal installments in February 2016, 2017 and 2018 subject to continued service through each vesting date. Mr. Matta’s employment ended effective October 10, 2016.

(3)

(a) Includes a target performance-based annual incentive with a fair value of $250,800 (maximum opportunity of $501,600) computed in accordance with FASB ASC Topic 718, to vest in February 2016 subject to achievement of predetermined 2015 revenue and Adjusted EBITDA objectives and individual objectives. On February 15, 2016, an annual incentive award of $270,326 was granted following Compensation Committee review of preliminary 2015 results. (b) Includes a target performance-based long-term incentive with a fair value of $450,000 (maximum opportunity of $900,000) computed in accordance with FASB ASC Topic 718, to vest in three equal installments in February 2016, 2017 and 2018 subject to achievement of predetermined 2015 revenue and Adjusted EBITDA objectives and continued service through each vesting date. On February 15, 2016, a performance-based long-term incentive award of $552,731 was granted following Compensation Committee review of preliminary 2015 results, subject to the vesting schedule described above. (c) Includes a time-based long-term incentive award with a fair value of $300,000 computed in accordance with FASB ASC Topic 718, to vest in three equal installments in February 2016, 2017 and 2018 subject to continued service through each vesting date. Mr. Wesley’s employment ended effective October 10, 2016.

(4)

(a) Includes a target performance-based annual incentive with a fair value of $276,664 (maximum opportunity of $553,328) computed in accordance with FASB ASC Topic 718, to vest in February 2016 subject to achievement of predetermined 2015 revenue and Adjusted EBITDA objectives and individual objectives. On February 15, 2016, an annual award of $284,371 was granted following Compensation Committee review of preliminary 2015 results. (b) Includes a target performance-based long-term incentive with a fair value of $450,000 (maximum opportunity of $900,000) computed in accordance with FASB ASC Topic 718, to vest in three equal installments in February 2016, 2017 and 2018 subject to achievement of predetermined 2015 revenue and Adjusted EBITDA objectives and continued service through each vesting date. On February 15, 2016, a performance-based long-term incentive award of $552,731 was granted following Compensation Committee review of preliminary 2015 results, subject to the vesting schedule described above. (c) Includes a time-based long-term incentive award with a fair value of $300,000 computed in accordance with FASB ASC Topic 718, to vest in three equal installments in February 2016, 2017 and 2018 subject to continued service through each vesting date.

(5)

(a) Includes a target performance-based annual incentive with a fair value of $260,989 (maximum opportunity of $521,978) computed in accordance with FASB ASC Topic 718, to vest in February 2016 subject to achievement of predetermined 2015 revenue and Adjusted EBITDA objectives and individual objectives. On February 15, 2016, an annual incentive award of $290,780 was granted following Compensation Committee review of preliminary 2015 results. (b) Includes a target performance-based long-term incentive with a fair value of $450,000 (maximum opportunity of $900,000) computed in accordance with FASB ASC Topic 718, to vest in three equal installments in February 2016, 2017 and 2018 subject to achievement of predetermined 2015 revenue and Adjusted EBITDA objectives and continued service through each vesting date. On February 15, 2016, a performance-based long-term incentive award of $552,731 was granted following Compensation Committee review of preliminary 2015 results, subject to the vesting schedule described above. (c) Includes a time-based long-term incentive award with a fair value of $300,000 computed in accordance with FASB ASC Topic 718, to vest in three equal installments

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(6)

(a) Includes a target performance-based annual incentive with a fair value of $229,500 (maximum opportunity of $459,000) computed in accordance with FASB ASC Topic 718, to vest in February 2016 subject to achievement of predetermined 2015 revenue and Adjusted EBITDA objectives and individual objectives. On February 15, 2016, an annual incentive award of $241,630 was granted following Compensation Committee review of preliminary 2015 results. (b) Includes a target performance-based long-term incentive with a fair value of $300,000 (maximum opportunity of $600,000) computed in accordance with FASB ASC Topic 718, to vest in three equal installments in February 2016, 2017 and 2018 subject to achievement of predetermined 2015 revenue and Adjusted EBITDA objectives and continued service through each vesting date. On February 15, 2016, a performance-based long-term incentive award of $368,487 was granted following Compensation Committee review of preliminary 2015 results, subject to the vesting schedule described above. (c) Includes a time-based long-term incentive award with a fair value of $300,000 computed in accordance with FASB ASC Topic 718, to vest in three equal installments in February 2016, 2017 and 2018 subject to continued service through each vesting date. Mr. Brown’s employment ended effective July 7, 2017.

(7)	Includes matching contributions by us to the named executive officers’ 401(k) plan accounts and payment of life insurance premiums on behalf of the named executive officers.

(1)

The target and maximum incentive award amounts shown in this column reflect the annual and long-term incentive compensation opportunities (denominated in dollars) available to our named executive officers for 2015. There were no threshold amounts established. Actual awards for 2015 were issued in Common Stock or RSUs in February 2016, with the conversion based on the closing market price of our Common Stock on February 12, 2016.

(2)	Amounts represent the grant date fair value of awards computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are described in Note 13 to the Consolidated Financial Statements included in Item 8 of this 10-K.

(3)

On February 11, 2015, the Compensation Committee established target annual incentives, target long-term performance-based incentives, and long-term time-based incentives for the named executive officers. These incentives were awarded on February 15, 2016, after the Compensation Committee determined achievement against targets (for the performance-based incentive components) and subject to the named executive officer’s continued service through the determination date and each subsequent vesting date.

(4)	Amount represents a target performance-based annual incentive to vest in February 2016 subject to achievement of predetermined 2015 revenue and Adjusted EBITDA objectives. On February 15, 2016, an annual incentive award of $859,804 was granted following Compensation Committee review of preliminary 2015 results.

(5)

Amount represents a target performance-based long-term incentive to vest in three equal installments in February 2016, 2017 and 2018 subject to achievement of predetermined 2015 revenue and Adjusted EBITDA objectives and continued service through each vesting date. On February 15, 2016, a performance-based long-term incentive award of $859,804 was granted following Compensation Committee review of preliminary 2015 results, subject to the vesting schedule described above.

(6)	Amount represents a time-based long-term incentive award to vest in three equal installments in February 2016, 2017 and 2018 subject to continued service through each vesting date.

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(7)	Amount represents a target performance-based annual incentive to vest in February 2016 subject to achievement of predetermined 2015 revenue and Adjusted EBITDA objectives and individual objectives. On February 15, 2016, an annual incentive award of $270,326 was granted following Compensation Committee review of preliminary 2015 results.

(8)

Amount represents a target performance-based long-term incentive to vest in three equal installments in February 2016, 2017 and 2018 subject to achievement of predetermined 2015 revenue and Adjusted EBITDA objectives and continued service through each vesting date. On February 15, 2016, a performance-based long-term incentive award of $552,731 was granted following Compensation Committee review of preliminary 2015 results, subject to the vesting schedule described above.

(9)	Amount represents a time-based long-term incentive award to vest in three equal installments in February 2016, 2017 and 2018 subject to continued service through each vesting date.

(10)	Amount represents a target performance-based annual incentive to vest in February 2016 subject to achievement of predetermined 2015 revenue and Adjusted EBITDA objectives and individual objectives. On February 15, 2016, an annual incentive award of $284,371 was granted following Compensation Committee review of preliminary 2015 results.

(11)

Amount represents a target performance-based long-term incentive to vest in three equal installments in February 2016, 2017 and 2018 subject to achievement of predetermined 2015 revenue and Adjusted EBITDA objectives and continued service through each vesting date. On February 15, 2016, a performance-based long-term incentive award of $552,731 was granted following Compensation Committee review of preliminary 2015 results, subject to the vesting schedule described above.

(12)	Amount represents a time-based long-term incentive award to vest in three equal installments in February 2016, 2017 and 2018 subject to continued service through each vesting date.

(13)	Amount represents a target performance-based annual incentive to vest in February 2016 subject to achievement of predetermined 2015 revenue and Adjusted EBITDA objectives and individual objectives. On February 15, 2016, an annual incentive award of $290,780 was granted following Compensation Committee review of preliminary 2015 results.

(14)

Amount represents a target performance-based long-term incentive to vest in three equal installments in February 2016, 2017 and 2018 subject to achievement of predetermined 2015 revenue and Adjusted EBITDA objectives and continued service through each vesting date. On February 15, 2016, a performance-based long-term incentive award of $552,731 was granted following Compensation Committee review of preliminary 2015 results, subject to the vesting schedule described above.

(15)	Amount represents a time-based long-term incentive award to vest in three equal installments in February 2016, 2017 and 2018 subject to continued service through each vesting date.

(16)	Amount represents a target performance-based annual incentive to vest in February 2016 subject to achievement of predetermined 2015 revenue and Adjusted EBITDA objectives and individual objectives. On February 15, 2016, an annual incentive award of $241,630 was granted following Compensation Committee review of preliminary 2015 results.

(17)

Amount represents a target performance-based long-term incentive to vest in three equal installments in February 2016, 2017 and 2018 subject to achievement of predetermined 2015 revenue and Adjusted EBITDA objectives and continued service through each vesting date. On February 15, 2016, a performance-based long-term incentive award of $368,487 was granted following Compensation Committee review of preliminary 2015 results, subject to the vesting schedule described above.

(18)	Amount represents a time-based long-term incentive award to vest in three equal installments in February 2016, 2017 and 2018 subject to continued service through each vesting date.

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(1)

Option expiration dates in this column reflect the original expiration dates in effect as of December 31, 2015. On April 26, 2016, our Board of Directors approved an extension of the exercisability of outstanding stock options for all of our employees in the event of a cessation of their employment prior to our regaining compliance with SEC filing requirements. As a result, any employees who left the Company while holding exercisable stock options prior to our regaining compliance with SEC filing obligations were given an additional 180 days following such compliance to exercise their options, subject to any earlier expiration date in their individual award agreements. Mr. Matta, Mr. Wesley, Ms. Lin and Mr. Brown are eligible to take advantage of this option extension.

(2)	Market value of shares or units of stock that have not vested is computed based on the closing market price of our Common Stock as reported on the Nasdaq Global Select Market on December 31, 2015, which was $41.15 per share.

(3)	8,750 shares vested on March 15, 2016.

(4)	RSUs with respect to 16,667 shares vested on February 18, 2016.

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(5)	RSUs with respect to 12,555 shares vested on February 18, 2016.

(6)	RSUs with respect to 14,672 shares vested on February 18, 2016. The remaining RSUs were canceled upon Mr. Matta’s departure in 2016.

(7)	RSUs with respect to 15,282 shares vested on February 18, 2016. The remaining RSUs were canceled upon Mr. Matta’s departure in 2016.

(8)	RSUs with respect to 3,300 shares vested on August 15, 2016. The remaining RSUs were canceled upon Mr. Wesley’s departure in 2016.

(9)	RSUs with respect to 9,268 shares vested on February 18, 2016. The remaining RSUs were canceled upon Mr. Wesley’s departure in 2016.

(10)	8,750 shares vested on March 15, 2016.

(11)	RSUs with respect to 8,334 shares vested on February 18, 2016.

(12)	RSUs with respect to 6,278 shares vested on February 18, 2016.

(13)	RSUs with respect to 4,950 shares vested on February 18, 2016, and RSUs with respect to 5,100 shares vested on February 18, 2017.

(14)	RSUs with respect to 9,268 shares vested on each of February 18, 2016 and February 18, 2017.

(15)	6,250 shares vested on March 15, 2016.

(16)	RSUs with respect to 8,334 shares vested on February 18, 2016.

(17)	RSUs with respect to 6,278 shares vested on February 18, 2016.

(18)	RSUs with respect to 4,950 shares vested on February 18, 2016, and RSUs with respect to 5,100 shares vested on February 18, 2017.

(19)	RSUs with respect to 9,268 shares vested on each of February 18, 2016 and February 18, 2017.

(20)	8,750 shares vested on March 15, 2016.

(21)	RSUs with respect to 2,257 shares vested on March 15, 2016.

(22)	RSUs with respect to 6,250 shares vested on each of February 18, 2016 and February 18, 2017.

(23)	RSUs with respect to 1,675 shares vested on March 15, 2016.

(24)	RSUs with respect to 4,950 shares vested on February 18, 2016, and RSUs with respect to 5,100 shares vested on February 18, 2017.

(25)	RSUs with respect to 1,402 shares vested on February 18, 2016, and RSUs with respect to 1,403 shares vested on February 18, 2017.

(1)	The value realized on exercise is calculated as the difference between the market price of the underlying shares and the exercise price of the options.

(2)	The value realized on vesting is calculated by multiplying the number of shares of stock or units by the market value of the underlying shares on the vesting date.

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(1)	Amounts reflect cash bonuses awarded by the Compensation Committee to certain named executive officers on March 20, 2017 based on an evaluation of each individual’s contributions during 2016.

(2)	Amounts represent the aggregate grant date fair value of stock awards computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are described in Note 13 to the consolidated financial statements included in Item 8 of this 10-K.

(3)

Amounts for 2014 represent the aggregate grant date fair value of option awards computed in accordance with FASB ASC Topic 718. Amounts for 2016 represent incremental expense recognized in the year of termination of employment, in connection with an extension of option exercisability for all employees who ceased employment prior to our regaining compliance with SEC filing requirements. Assumptions used in the calculation of these amounts are described in Note 13 to the consolidated financial statements included in Item 8 of this 10-K.

(4)

Amounts for 2016 consisted of (a) matching contributions by us to the named executive officers’ 401(k) plan accounts, (b) payment of life insurance premiums on behalf of the named executive officers, (c) costs for guest attendance at a Company event, (d) automobile allowances for Mr. Chemerow and Mr. Livek (a legacy Rentrak benefit that ended in 2016), (e) severance benefits of $103,333 for Mr. Matta and $69,667 for Mr. Wesley, (f) COBRA benefits of $3,804 for Mr. Wesley, and (g) director fees of $6,685 for Mr. Matta for the period during which he served as a non-employee director.

(5)	Appointed Chief Executive Officer effective August 5, 2016. Amounts include compensation from Mr. Fulgoni’s prior role with the Company.

(6)	Transitioned from Chief Executive Officer to Executive Vice Chairman effective August 5, 2016; resigned effective October 10, 2016.

(7)	Appointed Chief Financial Officer effective August 5, 2016. Amounts include compensation from Mr. Chemerow’s prior role with the Company.

(8)

(a) Includes 10,000 RSUs with a fair value of $356,000 computed in accordance with FASB ASC Topic 718, awarded February 15, 2016 in connection with Mr. Chemerow’s prior role with the Company, to vest in two equal installments in February 2017 and 2018. (b) Includes a promotion grant of 35,000 RSUs with a fair value of $920,850 computed in accordance with FASB ASC Topic 718, awarded August 5, 2016, to vest in four equal installments in August 2017, 2018, 2019 and 2020. Mr. Chemerow’s employment ended effective September 8, 2017, but his equity awards continued to vest pursuant to a separation agreement with the Company.

(9)	Transitioned from Chief Financial Officer to Executive Vice President effective August 5, 2016; resigned effective October 10, 2016.

(10)	Appointed President and Executive Vice Chairman effective January 29, 2016.

(11)	Reflects a new-hire grant of 10,000 RSUs with a fair value of $356,000 computed in accordance with FASB ASC Topic 718, awarded February 15, 2016, to vest in three equal installments in February 2017, 2018 and 2019 subject to continued service through each vesting date.

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(1)	Except as otherwise noted, amounts represent the grant date fair value of awards computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are described in Note 13 to the consolidated financial statements included in Item 8 of this 10-K.

(2)	Amount represents incremental expense recognized in the year of termination of employment for awards granted in prior years, in connection with an extension of option exercisability for all employees who ceased employment prior to our regaining compliance with SEC filing requirements. Mr. Matta’s employment ended on October 10, 2016.

(3)	Amount represents a new-hire grant to vest in two equal installments in February 2017 and 2018. Mr. Chemerow’s employment ended effective September 8, 2017, but his equity awards continued to vest pursuant to a separation agreement with the Company.

(4)	Amount represents a promotion grant to vest in four equal installments in August 2017, 2018, 2019 and 2020. Mr. Chemerow’s employment ended effective September 8, 2017, but his equity awards continued to vest pursuant to a separation agreement with the Company.

(5)	Amount represents incremental expense recognized in the year of termination of employment for awards granted in prior years, in connection with an extension of option exercisability for all employees who ceased employment prior to our regaining compliance with SEC filing requirements. Mr. Wesley’s employment ended on October 10, 2016.

(6)	Amount represents a new-hire grant to vest in three equal installments in February 2017, 2018 and 2019 subject to continued service through each vesting date.

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(1)

Option expiration dates in this column reflect the original expiration dates in effect as of December 31, 2016 for those named executive officers who were still providing services to the Company on that date. On April 26, 2016, our Board of Directors approved an extension of the exercisability of outstanding stock options for all of our employees in the event of a cessation of their employment prior to our regaining compliance with SEC filing requirements. As a result, any employees who left the Company while holding exercisable stock options prior to our regaining compliance with SEC filing obligations were given an additional 180 days following such compliance to exercise their options, subject to any earlier expiration date in their individual award agreements. Mr. Matta and Mr. Wesley left the Company with exercisable stock options in 2016 and are eligible to take advantage of this option extension. Mr. Chemerow and Mr. Brown left the Company with exercisable stock options in 2017 and are eligible to take advantage of this option extension.

(2)	Market value of shares or units of stock that have not vested is computed based on the closing market price of our Common Stock as reported on the Nasdaq Global Select Market on December 30, 2016, which was $31.58 per share.

(3)	RSUs with respect to 7,724 shares vested on February 18, 2017.

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(4)	RSUs with respect to 3,565 shares vested on February 15, 2017. RSUs with respect to 3,566 shares were scheduled to vest on February 15, 2018 but were accelerated to November 13, 2017 in connection with Dr. Fulgoni’s retirement.

(5)	Award granted under the Rentrak Corporation 2011 Stock Incentive Plan and assumed by the Company on January 29, 2016 in connection with the Rentrak merger.

(6)	Award granted under the Rentrak Corporation 2005 Stock Incentive Plan and assumed by the Company on January 29, 2016 in connection with the Rentrak merger.

(7)	RSUs with respect to 8,750 shares vested on August 5, 2017. The remaining RSUs are scheduled to vest in equal installments on August 5, 2018, August 5, 2019 and August 5, 2020.

(8)	RSUs with respect to 5,000 shares vested on each of February 15, 2017 and February 15, 2018.

(9)	RSUs with respect to 3,333 shares vested on each of February 15, 2017 and February 15, 2018. The remaining RSUs are scheduled to vest on February 15, 2019, subject to continued service through the vesting date.

(10)	RSUs with respect to 5,100 shares vested on February 18, 2017.

(11)	RSUs with respect to 9,268 shares vested on February 18, 2017.

(12)	RSUs with respect to 7,984 shares vested on February 15, 2017, and RSUs with respect to 7,985 shares vested on February 15, 2018.

(13)	RSUs with respect to 6,250 shares vested on February 18, 2017.

(14)	RSUs with respect to 5,100 shares vested on February 18, 2017.

(15)	RSUs with respect to 1,403 shares vested on February 18, 2017.

(16)	RSUs with respect to 6,259 shares vested on February 15, 2017. The remaining RSUs were canceled upon Mr. Brown’s departure in 2017.

(1)	The value realized on vesting is calculated by multiplying the number of shares of stock or units by the market value of the underlying shares on the vesting date.

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(1)	Amounts represent the aggregate grant date fair value of stock awards computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are described in Note 13 to the consolidated financial statements included in Item 8 of this 10-K.

(2)

Amounts represent incremental expense recognized in the year of termination of employment for awards granted in prior years, in connection with an extension of option exercisability for all employees who ceased employment prior to our regaining compliance with SEC filing requirements. Assumptions used in the calculation of these amounts are described in Note 13 to the consolidated financial statements included in Item 8 of this 10-K.

(3)

Amounts for 2017 consisted of (a) matching contributions by us to the named executive officers’ 401(k) plan accounts, (b) payment of life insurance premiums on behalf of the named executive officers, (c) severance benefits of $104,887 for Mr. Chemerow, $318,986 for Ms. Lin, and $165,240 for Mr. Brown, (d) COBRA benefits of $4,018 for Mr. Chemerow, $18,862 for Ms. Lin, and $9,510 for Mr. Brown, (e) attorneys’ fees of $27,474 for Mr. Chemerow in connection with his resignation; (f) consulting fees of $500,000 for Ms. Lin and $152,530 for Mr. Brown, and (g) fees of $69,350 paid to CrossCountry Consulting LLC pursuant to an interim services agreement in connection with Mr. Kay’s service as Interim Chief Financial Officer.

(4)	Appointed President and Executive Vice Chairman effective January 29, 2016; has acted as our principal executive officer since Dr. Fulgoni’s retirement on November 13, 2017.

(5)	Amount reflects a cash performance bonus awarded by the Compensation Committee on March 14, 2018 based on an evaluation of Mr. Livek’s contributions during 2017.

(6)	Appointed Chief Executive Officer effective August 5, 2016 and retired effective November 13, 2017. 2015 and 2016 amounts include compensation from Dr. Fulgoni’s prior role with the Company.

(7)	Appointed Chief Financial Officer effective October 17, 2017.

(8)	Amount reflects a cash performance bonus awarded by the Compensation Committee on March 14, 2018 based on an evaluation of Mr. Fink’s contributions during 2017.

(9)	Served as Interim Chief Financial Officer from September 10, 2017 to October 16, 2017.

(10)	Appointed Chief Financial Officer effective August 5, 2016 and resigned effective September 8, 2017. 2016 amounts include compensation from Mr. Chemerow’s prior role with the Company.

(11)	Amount reflects a cash bonus awarded by the Compensation Committee on March 20, 2017, designed to be consistent with the value of the time-based equity incentive awards granted in previous years.

(12)	Appointed General Counsel & Chief Privacy and People Officer effective January 23, 2017 (later expanded to General Counsel & Chief Compliance, Privacy and People Officer).

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(13)

Amount reflects (a) a cash sign-on bonus of $200,000, paid in equal installments on April 2017 and July 2017, (b) a cash performance and retention bonus of $1,500,000, payable in equal installments in October 2017, January 2018 and September 2018 in recognition of Ms. DiBattiste’s efforts in reaching settlement terms in certain of our outstanding litigation, and (c) a cash performance bonus awarded by the Compensation Committee on March 14, 2018 based on an evaluation of Ms. DiBattiste’s contributions during 2017.

(14)	Resigned as Executive Vice President, General Counsel and Chief Privacy Officer effective January 23, 2017; served as a consultant until August 2, 2017.

(15)	Transitioned from Chief Technology Officer effective July 7, 2017; served as a consultant until October 13, 2017.

(16)	Amount reflects a cash bonus awarded by the Compensation Committee on March 20, 2017, designed to be consistent with the value of the time-based equity incentive awards granted in previous years.

(1)

Amounts represent incremental expense recognized in the year of termination of employment for awards granted in prior years, in connection with an extension of option exercisability for all employees who ceased employment prior to our regaining compliance with SEC filing requirements. Mr. Chemerow’s employment ended on September 8, 2017; Ms. Lin’s service ended on August 2, 2017; and Mr. Brown’s service ended on October 13, 2017. Assumptions used in the calculation of these amounts are described in Note 13 to the consolidated financial statements included in Item 8 of this 10-K.

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(1)

Option expiration dates in this column reflect the original expiration dates in effect as of December 31, 2017 for those named executive officers who were still providing services to the Company on that date. On April 26, 2016, our Board of Directors approved an extension of the exercisability of outstanding stock options for all of our employees in the event of a cessation of their employment prior to our regaining compliance with SEC filing requirements. As a result, any employees who left the Company while holding exercisable stock options prior to our regaining compliance with SEC filing obligations were given an additional 180 days following such compliance to exercise their options, subject to any earlier expiration date in their individual award agreements. Mr. Chemerow, Ms. Lin and Mr. Brown left the Company with exercisable stock options in 2017 and are eligible to take advantage of this option extension.

(2)	Market value of shares or units of stock that have not vested is computed based on the closing market price of our Common Stock as reported on the OTC Pink Tier on December 29, 2017, which was $28.50 per share.

(3)	Award granted under the Rentrak Corporation 2005 Stock Incentive Plan and assumed by the Company on January 29, 2016 in connection with the Rentrak merger.

(4)	Award granted under the Rentrak Corporation 2011 Stock Incentive Plan and assumed by the Company on January 29, 2016 in connection with the Rentrak merger.

(5)	RSUs with respect to 3,333 shares vested on February 15, 2018. The remaining RSUs are scheduled to vest on February 15, 2019, subject to continued service through the vesting date.

(6)	RSUs are scheduled to vest in equal installments on August 5, 2018, August 5, 2019 and August 5, 2020.

(7)	RSUs with respect to 5,000 shares vested on February 15, 2018.

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(1)	The value realized on vesting is calculated by multiplying the number of shares of stock or units by the market value of the underlying shares on the vesting date.

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(1)	Represents the amount payable if Mr. Livek were terminated without cause or resigned for good reason on or within 12 months after a change of control.

(2)	Represents the amount payable if Mr. Livek elected continuation healthcare coverage under COBRA for the full severance period.

(3)	Represents the fair market value of RSU awards, the vesting of which would accelerate if Mr. Livek were terminated without cause or resigned for good reason on or within 12 months after a change of control, or if he remained employed by or continued to provide services to the Company through the one-year anniversary of a change of control.

(1)	Represents the amount payable if Mr. Fink were terminated without cause or resigned for good reason on or within 12 months after a change of control.

(2)	Represents the amount payable if Mr. Fink elected continuation healthcare coverage under COBRA for the full severance period.

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(1)	Represents the amount payable if Ms. DiBattiste were terminated without cause or resigned for good reason on or within 12 months after a change of control.

(2)	Represents the amount payable if Ms. DiBattiste elected continuation healthcare coverage under COBRA for the full severance period.

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(1)	Table excludes directors Magid Abraham and Gian Fulgoni, who served as executive officers (other than named executive officers) in 2015 and were not compensated for Board service in addition to their regular employee compensation.

(2)	Amounts represent the aggregate grant date fair value of stock awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation (“FASB ASC Topic 718”). Assumptions used in the calculation of these amounts are described in Note 13 to the Consolidated Financial Statements included in Item 8 of this 10-K.

(3)	Represents a restricted stock grant with a fair value of $125,018 computed in accordance with FASB ASC Topic 718, awarded July 21, 2015. As of December 31, 2015, Mr. Fradin held 2,154 restricted shares of our Common Stock.

(4)	Mr. Ganek resigned from the Board effective January 15, 2015 and was not compensated for his Board service in 2015. As of December 31, 2015, Mr. Ganek did not hold any outstanding awards with respect to our Common Stock.

(5)	Represents a restricted stock grant with a fair value of $125,018 computed in accordance with FASB ASC Topic 718, awarded July 21, 2015. As of December 31, 2015, Mr. Henderson held 2,154 restricted shares of our Common Stock.

(6)	Represents a restricted stock grant with a fair value of $125,018 computed in accordance with FASB ASC Topic 718, awarded July 21, 2015. As of December 31, 2015, Mr. Katz held 2,154 restricted shares of our Common Stock.

(7)	Represents a restricted stock grant with a fair value of $125,018 computed in accordance with FASB ASC Topic 718, awarded July 21, 2015. As of December 31, 2015, Mr. Korn held 2,154 restricted shares of our Common Stock.

(8)	Ms. Lewis joined the Board on January 15, 2015.

(9)	(a) Includes a prorated restricted stock grant with a fair value of $62,528 computed in accordance with FASB ASC Topic 718, awarded January 15, 2015. (b) Includes a restricted stock grant with a fair value of $125,018 computed in accordance with FASB Topic 718, awarded July 21, 2015. As of December 31, 2015, Ms. Lewis held 2,154 restricted shares of our Common Stock.

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(1)	Amounts represent the aggregate grant date fair value of stock awards computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are described in Note 13 to the Consolidated Financial Statements included in Item 8 of this 10-K.

(2)	Dr. Abraham became eligible to receive non-employee director compensation upon his resignation as an employee on July 21, 2016. He resigned from the Board effective December 5, 2016.

(3)	As of December 31, 2016, Dr. Abraham did not hold any outstanding awards with respect to our Common Stock.

(4)	Mr. Engel joined the Board on January 29, 2016.

(5)	Represents a restricted stock grant with a fair value of $62,534 computed in accordance with FASB ASC Topic 718, awarded January 29, 2016. As of December 31, 2016, Mr. Engel held exercisable options with respect to 23,000 shares of our Common Stock and unvested RSUs with respect to 15,191 shares of our Common Stock.

(6)	As of December 31, 2016, Mr. Fradin did not hold any outstanding awards with respect to our Common Stock.

(7)	Ms. Gottesman joined the Board on January 29, 2016 and resigned from the Board effective November 17, 2016.

(8)	Represents a restricted stock grant with a fair value of $62,534 computed in accordance with FASB ASC Topic 718, awarded January 29, 2016. As of December 31, 2016, Ms. Gottesman did not hold any outstanding awards with respect to our Common Stock.

(9)	As of December 31, 2016, Mr. Henderson did not hold any outstanding awards with respect to our Common Stock.

(10)	Mr. Katz resigned from the Board effective September 30, 2016.

(11)	As of December 31, 2016, Mr. Katz did not hold any outstanding awards with respect to our Common Stock.

(12)	As of December 31, 2016, Mr. Korn did not hold any outstanding awards with respect to our Common Stock.

(13)	Ms. Lewis resigned from the Board effective November 17, 2016.

(14)	As of December 31, 2016, Ms. Lewis did not hold any outstanding awards with respect to our Common Stock.

(15)	Mr. Rosenthal joined the Board on January 29, 2016.

(16)	Represents a restricted stock grant with a fair value of $62,534 computed in accordance with FASB ASC Topic 718, awarded January 29, 2016. As of December 31, 2016, Mr. Rosenthal held exercisable options with respect to 86,974 shares of our Common Stock.

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•	Upon the Company regaining compliance with SEC periodic reporting requirements and having an effective equity plan in place, the issuance and immediate vesting of RSUs with a value of $125,000 at the time of grant, as compensation for each Resigning Director’s service for the 2016-2017 Board term (consistent with our director compensation program for such term);

•

As compensation for each Resigning Director’s service during the 2017-2018 Board term (through the resignation date), and in consideration for such Resigning Director’s agreement to be available to assist the Company with litigation and other matters through June 30, 2018, (a) payment of $30,000 in cash to each Resigning Director on or prior to September 30, 2017, and (b) issuance of an additional $125,000 in immediately vested RSUs to each Resigning Director upon the Company regaining compliance with SEC periodic reporting requirements and having an effective equity plan in place; and

•	Acceleration and immediate vesting of 13,503 RSUs previously granted to Mr. Engel for his prior service to Rentrak.

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(1)	Mr. Engel resigned from the Board effective September 10, 2017.

(2)	In connection with Mr. Engel’s resignation, we agreed to the acceleration and immediate vesting of 13,503 RSUs previously granted to Mr. Engel for his prior service to Rentrak. We did not recognize incremental expense in connection with the acceleration.

(3)

Amount represents incremental expense recognized in the year of termination of service for awards granted in prior years, in connection with an extension of option exercisability for option holders who ceased providing services to the Company prior to our regaining compliance with SEC filing requirements. Assumptions used in the calculation of this amount is described in Note 13 to the Consolidated Financial Statements included in Item 8 of this 10-K. As of December 31, 2017, Mr. Engel held exercisable options with respect to 23,000 shares of our Common Stock.

(4)	Amount represents cash payment made in September 2017 in connection with Mr. Engel’s resignation from the Board.

(5)	Mr. Fradin resigned from the Board effective September 10, 2017. As of December 31, 2017, Mr. Fradin did not hold any outstanding awards with respect to our Common Stock.

(6)	Amount represents cash payment made in September 2017 in connection with Mr. Fradin’s resignation from the Board.

(7)	Ms. Gersh joined the Board on June 9, 2017 and resigned from the Board effective September 10, 2017. As of December 31, 2017, Ms. Gersh did not hold any outstanding awards with respect to our Common Stock.

(8)	Mr. Harris joined the Board on June 9, 2017 and resigned from the Board effective September 10, 2017. As of December 31, 2017, Mr. Harris did not hold any outstanding awards with respect to our Common Stock.

(9)	Mr. Henderson resigned from the Board effective September 10, 2017. As of December 31, 2017, Mr. Henderson did not hold any outstanding awards with respect to our Common Stock.

(10)	Amount represents cash payment made in September 2017 in connection with Mr. Henderson’s resignation from the Board.

(11)	Mr. Kerrest joined the Board on June 9, 2017. As of December 31, 2017, Mr. Kerrest did not hold any outstanding awards with respect to our Common Stock.

(12)	Mr. Korn resigned from the Board effective September 10, 2017. As of December 31, 2017, Mr. Korn did not hold any outstanding awards with respect to our Common Stock.

(13)	Amount represents cash payment made in September 2017 in connection with Mr. Korn’s resignation from the Board.

(14)	Ms. McKenna-Doyle joined the Board on October 16, 2017. As of December 31, 2017, Ms. McKenna-Doyle did not hold any outstanding awards with respect to our Common Stock.

(15)	Mr. Nichols joined the Board on October 3, 2017. As of December 31, 2017, Mr. Nichols did not hold any outstanding awards with respect to our Common Stock.

(16)	Mr. Peirez joined the Board on June 9, 2017 and resigned from the Board effective September 10, 2017. As of December 31, 2017, Mr. Peirez did not hold any outstanding awards with respect to our Common Stock.

(17)	Mr. Reilly joined the Board on October 3, 2017. As of December 31, 2017, Mr. Reilly did not hold any outstanding awards with respect to our Common Stock.

(18)	Ms. Riley joined the Board on June 9, 2017. As of December 31, 2017, Ms. Riley did not hold any outstanding awards with respect to our Common Stock.

(19)	As of December 31, 2017, Mr. Rosenthal held exercisable options with respect to 86,974 shares of our Common Stock.

(20)	Mr. Wiener joined the Board on October 3, 2017. As of December 31, 2017, Mr. Wiener did not hold any outstanding awards with respect to our Common Stock.

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•	each beneficial owner of 5% or more of the outstanding shares of our Common Stock;

•	each of our current directors;

•	each of our named executive officers for 2017; and

•	all of our current directors and executive officers as a group.

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*	Represents less than 1% of the outstanding shares of Common Stock.

(1)	The information provided in this table is based on Company records, information supplied to us by our executive officers, directors and principal stockholders and information contained in Schedules 13D and 13G and Forms 4 filed with the SEC.

(2)

This information is derived solely from the Form 4 filed with the SEC on September 9, 2016. Shares are owned directly by Cavendish Square Holding B.V. (“Cavendish”), which is a wholly-owned subsidiary of WPP plc that WPP plc owns indirectly through a series of holding companies. Includes 3,493,571 shares that were transferred in February and March 2016 to Cavendish by WPP Luxembourg Gamma Three S.a.r.l., a wholly-owned subsidiary of WPP plc that WPP plc owns indirectly through a series of intervening holding companies. WPP plc is an indirect beneficial owner of the reported securities. The address for WPP plc is 27 Farm Street, London, United Kingdom W1J 5RJ. The address for Cavendish is Laan op Zuid 167, 3072 DB Rotterdam, Netherlands.

(3)	This information is derived solely from the Schedule 13G/A filed with the SEC on February 27, 2018. PRIMECAP Management Company has sole voting power for 5,143,160 shares and sole dispositive power for 6,067,932 shares. The address for PRIMECAP Management Company is 177 E. Colorado Blvd., 11th Floor, Pasadena, CA 91105.

(4)	Includes 602,600 shares subject to options or SARs that are currently exercisable or exercisable as soon as the Company regains compliance with SEC reporting requirements and 6,666 shares subject to vested RSUs (not delivered as of February 15, 2018).

(5)	Includes 14,855 shares subject to vested RSUs (not delivered as of February 15, 2018).

(6)	Includes 445,912 shares subject to options or SARs that are currently exercisable or exercisable as soon as the Company regains compliance with SEC reporting requirements and 18,750 shares subject to vested RSUs (not delivered as of February 15, 2018).

(7)	Includes 103,089 shares subject to options or SARs that are currently exercisable or exercisable as soon as the Company regains compliance with SEC reporting requirements and 19,012 shares subject to vested RSUs (not delivered as of February 15, 2018).

(8)	Includes 218,828 shares subject to options or SARs that are currently exercisable or exercisable as soon as the Company regains compliance with SEC reporting requirements and 22,352 shares subject to vested RSUs (not delivered as of February 15, 2018).

(9)	Includes 86,974 shares subject to options or SARs that are currently exercisable or exercisable as soon as the Company regains compliance with SEC reporting requirements.

(10)	Includes 735,574 shares subject to options or SARs that are currently exercisable or exercisable as soon as the Company regains compliance with SEC reporting requirements, 53,009 shares subject to vested RSUs (not delivered as of February 15, 2018), and 920 shares subject RSUs that are scheduled to vest within 60 days of February 15, 2018.

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(a)	as soon as available, but in any event, (i) within thirty (30) days after the

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(a)

as soon as available, but in any event (i) within one hundred twenty (120) days after the Third Amendment Effective Date, for the fiscal quarter ending March 31, 2016, and (ii) within forty-five days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (or, if earlier, 5 days after the date required to be filed with the SEC (without giving effect to any extension permitted by the SEC)), commencing with the fiscal quarter ending June 30, 2016, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, the related consolidated statements of income or operations for such fiscal quarter and for the portion of the Borrower’s fiscal year then ended, and the related consolidated statements of changes in shareholders’ equity and cash flows for the portion of the Borrower’s fiscal year then ended, in each case setting forth in comparative form, as applicable, the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower as fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes; and

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1.	Defined Terms. Capitalized terms used herein but not otherwise defined herein shall have the meanings provided to such terms in the Credit Agreement.

2.	Reduction of Aggregate Revolving Commitments, Termination of Ability to Request Credit Extensions and Application of Cash Collateral.

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1.

Release. In consideration of the Lenders’ willingness to enter into this Amendment, each of the Loan Parties hereby releases and forever discharges the Administrative Agent, each Lender and each of their respective predecessors, successors, assigns, officers, managers, directors, employees, agents, attorneys, representatives, and affiliates (hereinafter all of the above collectively referred to as the “Lender Group”), from any and all claims, counterclaims, demands, damages, debts, suits, liabilities, actions and causes of action of any nature whatsoever arising out of or in relation to the Loans or the Credit Agreement prior to the date hereof, including, without limitation, all claims, demands, and causes of action for contribution and indemnity, whether arising at law or in equity, whether known or unknown, whether liability be direct or indirect, liquidated or unliquidated, whether absolute or contingent, foreseen or unforeseen, and whether or not heretofore asserted, which each of the Loan Parties may have or claim to have against any of the Lender Group.

2.	Amendment is a “Loan Document”. This Amendment is a Loan Document and all references to a “Loan Document” in the Credit Agreement and the other Loan Documents (including, without limitation, all such references in the representations and warranties in the Credit Agreement and the other Loan Documents) shall be deemed to include this Amendment.

3.

Reaffirmation of Representations and Warranties; No Default. Each Loan Party represents and warrants to the Administrative Agent and each Lender that after giving effect to this Amendment (a) the representations and warranties of each Loan Party contained in Article VI of the Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection with the Credit Agreement or any other Loan Document, are true and correct in all material respects (or, if such representation or warranty is qualified by materiality, it shall be true and correct in all respects) on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date (or, if such representation or warranty is qualified by materiality, it shall be true and correct in all respects), and (b) no Default exists.

4.

Reaffirmation of Obligations. Each Loan Party (a) acknowledges and consents to all of the terms and conditions of this Amendment, (b) affirms all of its obligations under the Loan Documents (after giving effect to this Amendment) and (c) agrees that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge such Loan Party’s obligations under the Loan Documents.

5.	Reaffirmation of Security Interests. Each Loan Party (a) affirms that each of the Liens granted in or pursuant to the Loan Documents are valid and subsisting and (b) agrees that this Amendment shall in no manner impair or otherwise adversely affect any of the Liens granted in or pursuant to the Loan Documents.

6.	FATCA. For purposes of determining withholding Taxes imposed under the FATCA, from and after the effective date of this Amendment, the Borrower and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the Obligations as not qualifying as a "grandfathered obligation" within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

7.	No Other Changes. Except as modified hereby, all of the terms and provisions of the Loan Documents shall remain in full force and effect.

8.	Counterparts; Delivery. This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of this Amendment by facsimile or other electronic imaging means shall be effective as an original.

9.	Governing Law. This Amendment shall be deemed to be a contract made under, and for all purposes shall be construed in accordance with, the laws of the State of New York.

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(1)	Registration Statement (Form S-8, No. 333-144281) pertaining to the 1999 Stock Plan and the 2007 Equity Incentive Plan of comScore, Inc.;

(2)	Registration Statement (Form S-8, No. 333-155355) pertaining to the 2007 Equity Incentive Plan of comScore, Inc.;

(3)	Registration Statement (Form S-8, No. 333-159126) pertaining to the 2007 Equity Incentive Plan of comScore, Inc.;

(4)	Registration Statement (Form S-8, No. 333-166349) pertaining to the 2007 Equity Incentive Plan of comScore, Inc.;

(5)	Registration Statement (Form S-8, No. 333-172838) pertaining to the 2007 Equity Incentive Plan, as amended and restated, of comScore, Inc.;

(6)	Registration Statement (Form S-8, No. 333-179625) pertaining to the 2007 Equity Incentive Plan, as amended and restated, of comScore, Inc.;

(7)	Registration Statement (Form S-8, No. 333-186764) pertaining to the 2007 Equity Incentive Plan, as amended and restated, of comScore, Inc.;

(8)	Registration Statement (Form S-8, No. 333-194010) pertaining to the 2007 Equity Incentive Plan, as amended and restated, of comScore, Inc.;

(9)	Registration Statement (Form S-8, No. 333-202221) pertaining to the 2007 Equity Incentive Plan, as amended and restated, of comScore, Inc.; and

(10)	Registration Statement (Form S-8, No. 333-209310) pertaining to the Rentrak Corporation Amended and Restated 2005 Stock Incentive Plan and the Rentrak Corporation 2011 Incentive Plan.