UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES ACT OF 1933

Release No. 10693 / September 24, 2019

SECURITIES EXCHANGE ACT OF 1934

Release No. 87070 / September 24, 2019

ACCOUNTING AND AUDITING ENFORCEMENT

Release No. 4092 / September 24, 2019

ADMINISTRATIVE PROCEEDING

File No. 3-19500

In the Matter of

SERGE MATTA,

Respondent.

ORDER INSTITUTING CEASE-ANDDESIST PROCEEDINGS PURSUANT TO 

SECTION 8A OF THE SECURITIES ACT 

OF 1933 AND SECTION 21C OF THE 

SECURITIES EXCHANGE ACT OF 1934, 

MAKING FINDINGS, AND IMPOSING A 

CEASE-AND-DESIST ORDER 

I.

The Securities and Exchange Commission (“Commission”) deems it appropriate that ceaseand-desist proceedings be, and hereby are, instituted pursuant to Section 8A of the Securities Act 

of 1933 (“Securities Act”) and Section 21C of the Securities Exchange Act of 1934 (“Exchange 

Act”), against Serge Matta (“Matta” or “Respondent”). 

II.

In anticipation of the institution of these proceedings, Respondent has submitted an Offer 

of Settlement (the “Offer”) which the Commission has determined to accept. Solely for the 

purpose of these proceedings and any other proceedings brought by or on behalf of the 

Commission, or to which the Commission is a party, and without admitting or denying the findings

herein, except as to the Commission’s jurisdiction over it and the subject matter of these 

proceedings, which are admitted, and except as provided herein in Section V, Respondent consents 

to the entry of this Order Instituting Cease-and-Desist Proceedings Pursuant to Section 8A of the 

Securities Act of 1933 and Section 21C of the Securities Exchange Act of 1934, Making Findings, 

and Imposing a Cease-and-Desist Order (“Order”), as set forth below. 
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III.

On the basis of this Order and Respondent’s Offer, the Commission finds1that:

SUMMARY

1. This matter concerns a financial accounting and disclosure fraud committed by 

Serge Matta, formerly the Chief Executive Officer of Comscore, Inc. (“Comscore”). Comscore is

a publicly-traded data services and measurement company. From February 2014 through February 

2016 (the “Relevant Period”), Comscore public filings materially overstated revenue by 

approximately $43 million as result of a fraudulent scheme and improper accounting involving the 

manipulation of non-monetary and monetary contracts. Matta’s actions enabled the company to 

artificially exceed its analysts’ consensus revenue target in seven consecutive quarters. In addition, 

from April 2014 through February 2016, Matta made false and misleading statements about two 

important performance metrics.

2. Matta directed Comscore to enter into non-monetary transactions (“NMTs”) for 

the purpose of improperly increasing revenue recognition. Comscore valued these NMTs, which 

involved the exchange of data between Comscore and a counterparty, by assessing the fair value of 

the data it surrendered in each transaction. In negotiating certain of these arrangements, however, 

Matta included certain data that the counterparty did not ask for, want, need, or use. In addition, in 

communications with internal accountants and the independent auditor regarding the NMTs, Matta 

made false or misleading statements about the true purpose of the agreements, the commercial 

substance of the transactions, and the fair value of the assets. As a result, Comscore’s revenue 

related to these transactions was overstated by almost $30 million during the Relevant Period.

3. Matta also directed Comscore to enter into certain monetary transactions that 

improperly increased revenue recognition. In two instances, Matta knew that contracts he 

negotiated were related and linked but he misrepresented or failed to disclose the true facts to 

Comscore’s internal accountants and its independent auditor, which had the impact of overstating 

revenue by approximately $12 million in 2015. In two other instances, Matta agreed to deliver 

data to a counterparty by the end of a quarter and then entered into undisclosed side agreements to 

deliver additional data after the quarter closed. Placing future data delivery obligations into a side 

agreement allowed Comscore to take the position that all data at issue had been delivered before 

the current quarter closed, thereby permitting Comscore to recognize all of the revenue associated 

with the transaction in that quarter rather than defer some or all of the revenue to subsequent 

quarters.

4. In addition, Matta made false or misleading disclosures regarding two important 

performance metrics. In 2014 and 2015, Matta and Comscore disclosed inflated customer totals 

that falsely conveyed a consistent increase in the number of net new customers added. In fact, the 

number of net new customers was declining. Comscore disclosed these overstated numbers in its 

 

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The findings herein are made pursuant to Respondent’s Offer of Settlement and are not binding on any 

other person or entity in this or any other proceeding.
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periodic filings with the Commission and Matta highlighted them during earnings calls with 

investors. Also, in the third and fourth quarters of 2015, Matta and Comscore disclosed misstated 

revenue growth percentages concerning one of its flagship data analytic products. Matta described

this purported revenue growth in earnings calls. In fact, the product’s revenue had been declining. 

In both instances, Matta directed or approved incremental changes within Comscore to the 

methodology by which the disclosed figures were calculated without disclosing those changes to 

investors.

5. Matta, as CEO, signed false certifications pursuant to Section 302 of the SarbanesOxley Act of 2002 (“Sarbanes-Oxley”) in connection with Comscore’s Form 10-K and Form 10-Q 

filings. In addition, Matta received incentive-based compensation and profits from the sale of 

Comscore stock during the 12-month periods following Comscore’s filing with the Commission of 

inaccurate financial statements and, to date, has not reimbursed Comscore for those amounts in 

violation of Section 304(a) of Sarbanes-Oxley.

6. On March 23, 2018, Comscore, under new management, filed its Form 10-K for 

the year ended December 31, 2017, which included a restatement (the “Restatement”). The 

Restatement provided restated and corrected financial information for the years ended December 

31, 2014 and 2013. The Restatement also stated that Comscore restated certain information for the 

quarters ended March 31, June 30, and September 30, 2015 and adjusted information previously 

furnished on Form 8-K for the year ended December 31, 2015. In total, Comscore reversed 

approximately $43 million in revenue due to the improper conduct and accounting described 

herein. The Restatement also identified various material weaknesses in Comscore’s internal 

control over financial reporting and acknowledged that prior senior management did not establish 

or maintain an acceptable corporate culture.

7. Based on the foregoing and the conduct described herein below, Matta violated

Section 17(a) of the Securities Act, Sections 10(b) and 13(b)(5) of the Exchange Act and Rules 

10b-5, 13a-14, 13b2-1, and 13b2-2 thereunder, and Section 304(a) of the Sarbanes-Oxley Act, and 

caused Comscore’s violations of Section 17(a) of the Securities Act and Sections 10(b), 13(a), 

13(b)(2)(A), and 13(b)(2)(B) of the Exchange Act and Rules 10b-5, 12b-20, 13a-1, 13a-11, and 

13a-13 thereunder.

RESPONDENT AND RELEVANT PERSON

8. Serge Matta, age 45, resides in Vienna, Virginia. Matta served as Comscore’s 

Chief Executive Officer from March 1, 2014 until August 5, 2016, after working at Comscore in 

various capacities for more than a decade.

9. Comscore, Inc. is a Delaware corporation based in Reston, Virginia. Comscore is 

a global information and analytics company that measures consumer audiences and advertising 

across media platforms. Comscore creates products by combining information about content and 

advertising consumption on digital platforms, televisions, and movie screens with demographics 

and other descriptive information. Comscore common stock is registered under Section 12(b) of 
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the Exchange Act and traded on the NASDAQ Global Select Market at all times during the 

Relevant Period. Comscore merged with another company in January 2016. The Commission has 

instituted a separate proceeding against Comscore related to these matters.

FACTS

Focus on Meeting Revenue and Stock Price Targets

10. During the Relevant Period, Comscore’s former management became increasingly 

focused on meeting analysts’ consensus revenue targets, a factor that reasonable investors consider 

important to their investment decisions. In 2013, 2014, and 2015, Comscore implemented 

incentive compensation plans for certain executives, including Matta, that were tied, in large part, 

to hitting revenue and adjusted EBITDA (Earnings Before Interest, Taxes, Depreciation and 

Amortization) targets. In addition, in November 2014, Comscore implemented a special marketbased equity award plan that would reward certain executives, including Matta, upon the 

achievement of pre-established stock price targets. Thereafter, Comscore management, and Matta 

in particular, closely tracked Comscore’s internal revenue performance versus its revenue targets. 

For seven consecutive quarters during the Relevant Period, the revenue derived from NMTs 

negotiated by or at the direction of Matta made the difference between Comscore missing or hitting 

its revenue targets. In total, based on the conduct described herein, Comscore overstated revenues 

by approximately $43 million and in amounts that were material to Comscore’s reported revenues 

on an annual and quarterly basis.

Fraudulent Revenue Recognition Practices for Non-Monetary Transactions

11. In its NMTs, Comscore and a counterparty would negotiate and agree to exchange 

sets of data without any cash consideration. In theory, each party was acquiring data it could use to 

build or enhance its products and services without having to pay any cash. As described below, 

even though no cash is changing hands, accounting principles generally accepted in the United 

States of America (“GAAP”) permit revenue recognition for NMTs as long as, among other things, 

the fair value of the assets subject to the exchange is determinable within reasonable limits and the 

transaction is expected to have a significant impact on Comscore’s future cash flows, also known 

as having “commercial substance.” 

12. Prior to the Relevant Period, Comscore had recognized revenue for one relatively 

small-value NMT. During the Relevant Period, however, the frequency and internally ascribed 

values of Comscore’s NMTs increased. The NMTs were recorded in Comscore’s books and 

records as if Comscore had negotiated and agreed to an exchange of assets of equivalent value. 

The actual substance of the NMTs, however, was significantly different. Comscore’s NMTs often 

involved data exchanges where the contracts provided for Comscore to deliver substantially more 

data – including historical data – than counterparties wanted or intended to use. None of the 

counterparties recognized revenue on the NMTs, and were generally indifferent to Matta’s

including substantial amounts of additional data. Matta and Comscore – facing quarter-end 

shortfalls to analysts’ revenue targets – used the NMTs as an opportunity to increase reported 
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revenues, primarily by including such unwanted Comscore data in the contract or making 

unsupported, false, or misleading statements in an effort to support the fair values attributed to the 

transactions.

13. During the Relevant Period, Matta was the primary negotiator for and/or directed 

Comscore to execute the following NMTs:

 Company A transaction, effective December 20, 2013, valued by Comscore at 

$21.2 million over a 3-year term;

 Amended Company A transaction, effective December 19, 2014, valued by 

Comscore at $23.2 million over a 3-year term;

 Company B transaction, executed on June 30, 2015, valued by Comscore at $8.8 

million over a 2-year term; and

 Company C transaction, executed on June 26, 2015, valued by Comscore at $12

million over a 3-year term.

Without the improper revenue recognized from these NMTs, Comscore would have missed 

quarterly analysts’ consensus revenue targets each quarter beginning with the fourth quarter of 

2013 and continuing through the second quarter of 2015, and would have had much larger revenue 

shortfalls in the third and fourth quarters of 2015. 

Matta included data in the NMTs that counterparties did not ask for, want, value, or use for 

the purpose of inflating Comscore’s reported revenues. 

14. Comscore accounted for each NMT based on its determination of the fair value of 

the Comscore data provided to the counterparty. As part of the scheme, Matta increased the 

internally determined fair value – and thus the amount of revenue that Comscore would recognize 

– by including data in the NMT contracts that counterparties did not ask for, want, value, or use. 

Matta then misrepresented or omitted facts about the counterparties’ interest in and business uses 

for Comscore’s data in communications with internal accounting personnel and/or Comscore’s 

independent auditor.

15. In Company C, for example, Matta added categories of data, including historical 

data, to the draft agreement. Company C initially objected to the addition of the data because it did 

not have a use for it, but ultimately accepted its inclusion in the agreement because, at least in part, 

no additional data or other consideration was being requested by Comscore in return. Matta 

directed Comscore to execute the agreement knowing that it included data Company C did not 

want or intend to use and that the unwanted data was only included by Comscore to inflate the 

revenue Comscore recognized from the transaction. Matta also made misrepresentations to 

Comscore’s independent auditor about the fact that Company C wanted all of the data that 

Comscore had included in the agreement. 
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Matta misrepresented the Company B NMT as a significant data exchange and made 

misrepresentations in response to concerns raised by accountants.

16. In Company B, Matta not only included in the NMT data that Company B did not 

want or intend to use, but also misrepresented the overall substance of the transaction. While 

Company B intended the agreement to be an evaluation by Comscore of a sample of Company B’s 

data, Matta drafted the agreement to appear to be a significant mutual exchange of 42 months of 

data. Specifically, Company B intended to give Comscore a small sample set of its data for 

Comscore to evaluate whether or not it could match that data to Comscore’s demographic and 

other data. Similar to the Company C example above, Matta included significant amounts of

Comscore data into the contract even though Company B did not ask for or intend to use any of the 

data. Company B told Matta that the data had very little value to it and, in fact, Company B never

looked at the data Comscore delivered. Again, Matta directed the execution of the Company B 

NMT knowing that the agreement included data that Company B did not want or intend to use and 

that the additional data would be used to inflate the revenues recorded by Comscore. When asked 

later by Comscore’s internal accountants and independent auditor, Matta made misrepresentations 

about the true nature of the agreement and Company B’s interest in, and the importance Company 

B placed on, Comscore’s data. Matta also made misrepresentations about the timing of data 

receipt, which was relevant to the timing of expense recognition and to establishing Company B’s 

intent to deliver data pursuant to the agreement, and about the conflict of interest created by Matta 

negotiating the transaction with a Company B executive at the same time Matta was negotiating 

with that Company B executive for an executive vice president position at Comscore. Moreover,

Matta improperly influenced Comscore’s independent auditor’s third-party confirmation process 

on two occasions, both of which resulted in the submission of third-party confirmations that Matta 

knew to be false.

The NMTs should not have been accounted for using fair value.

17. ASC 845 provides accounting guidance for nonmonetary exchanges. Under ASC 

845-10-30-1 through 30-3, the accounting for nonmonetary transactions is generally based on the 

fair values of the assets involved. However, pursuant to ASC 845-10-30-3, nonmonetary 

transactions should be measured based on the recorded amount of the assets transferred (less any 

indicated impairment) instead of fair value if, for example, the fair value of neither the assets 

transferred nor received is determinable within reasonable limits or the transaction lacks 

commercial substance. As described in more detail below, Comscore’s conclusions that the NMTs 

had commercial substance and that the fair values of the data assets subject to the exchanges could 

be determined within reasonable limits were based on unsupported, false, or misleading statements 

or assumptions. As a result, the NMTs should not have been accounted for using fair value. Since 

the data transferred had recorded amounts of zero, no revenue should have been recognized for 

Comscore’s NMTs during the Relevant Period.
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NMTs Lacked Commercial Substance

18. ASC 845-10-30-4 states that a nonmonetary exchange has commercial substance if 

the entity’s future cash flows are expected to significantly change as a result of the exchange. 

Matta knew that to recognize revenue on any NMT, Comscore had to demonstrate that the deal had 

commercial substance. With respect to the NMTs, Matta made and/or directed others to make 

false and unsupported statements to internal accounting personnel and Comscore’s independent 

auditor regarding the integration of the counterparty’s data into Comscore products and the impact 

the counterparty’s data was expected to have on Comscore’s future cash flows. Absent the false 

and unsupported representations made by Matta, Comscore lacked sufficient evidence to support 

the commercial substance of the NMTs necessary for revenue recognition under GAAP.

 

19. For example, in connection with Company B and Company C, Comscore’s former

management represented that its quantitative projections of future cash flows were based on direct 

customer statements of interest in purchasing Comscore’s Cross Media products that integrated the 

counterparty’s data. Former management, including Matta, knew those representations were not 

accurate. Moreover, Comscore never integrated Company C’s data into Comscore’s Cross Media 

products. In connection with Company A, Matta had, and was aware of, concerns about the 

quality of Company A’s data, which was problematic in terms of the successful integration of that 

data into Comscore’s products, but did not share those concerns with internal accounting personnel 

and Comscore’s independent auditor. As previously noted, Matta also knew that Company B only 

committed to deliver a small set of sample data for evaluation purposes, so he knew that the 

projection of Comscore’s future cash flows from obtaining Company B’s data was based upon 

future data deliveries that Company B had not yet agreed to make. Nevertheless, Matta made 

misrepresentations to both internal accountants and Comscore’s independent auditor when 

explaining the purported use and significance of the Company B data.

Fair Value Not Determinable Within Reasonable Limits

20. Comscore’s analysis of whether the fair value was determinable within reasonable 

limits was based on a flawed valuation process that relied on unsupported assumptions and/or 

contrived calculations. Because there were neither identical previous cash sales nor any other 

observable market for Comscore’s data, for most of the data Comscore delivered in the NMTs 

Comscore attributed fair value to the data assets it gave up using best estimated selling price 

(“BESP”) pursuant to ASC 605-25-30-2. Comscore had not previously sold the same data in the 

same way, thus the BESP process for the NMTs involved estimating fair value based on previous 

cash sales of purportedly similar data.

 

21. Matta knew that the ability to determine fair value within reasonable limits was 

essential for justifying revenue recognition on NMTs. Beginning with the Company A contract in 

2013, Matta directed which prior cash contracts and more specifically which components of prior 

cash contracts Comscore accounting personnel should use in order to develop a BESP. The 

revenue accounting team was not able to independently identify any previous comparable cash 
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sales and therefore relied on direction from Matta, who, in addition to being a senior executive, 

was generally viewed as having extensive product knowledge. 

22. The contracts Matta identified were not reasonably comparable and should not 

have been used to support BESP, yet Matta directed internal accountants to use them and defended 

their use in meetings with internal accounting personnel and Comscore’s independent auditor. As 

more NMTs were entered into, Comscore repeatedly included the same data categories as in the 

Company A transaction, which by that point was viewed internally as having an established 

“value,” and therefore the same purportedly comparable contracts were used again and again to 

value new NMTs.

23. To support a fair value using contracts that were not reasonably comparable, 

Comscore engaged in a flawed and unreasonable valuation process. In essence, Comscore broke 

the relevant data down into underlying components or data attributes and then used bits and pieces 

of prior cash sales, sometimes involving unsupported assumptions and/or contrived calculations, to 

value those components or attributes. Comscore’s reliance on unsupported assumptions and/or 

contrived calculations to equate the value of the underlying attributes of one data category to that 

of a different data category was unreasonable.

24. In sum, based on the facts described above, Comscore improperly recognized 

revenue on these NMTs. In Comscore’s 2017 Form 10-K, all NMT revenue and expense 

previously reported or disclosed between 2013 and 2015 was reversed. 

Improper Accounting of Linked Transactions

25. From mid-2014 through early 2015, Matta led the negotiation of a transaction 

whereby Company E, among other things, would acquire a percentage of Comscore stock (the 

“Capital Transaction”). Matta was concerned that the transaction would dilute Comscore’s 

earnings per share, a key measure featured in Comscore’s filings with the Commission, so he 

negotiated for a revenue guarantee to offset any dilution.2 Company E agreed to guarantee 

Comscore a revenue stream of $20.9 million, which was to be paid to Comscore through one of 

Company E’s wholly-owned affiliates in exchange for a discount to the fair market value of 

Comscore stock. The amount of the discount to fair market value that Company E received in 

acquiring Comscore stock virtually matched the revenue guaranteed to be paid to Comscore under 

the revenue guarantee. 

26. Though Matta led the negotiation of the Capital Transaction and the revenue 

guarantee at the same time and with the same parties, he falsely represented to Comscore’s 

accounting personnel and the independent auditor that the transactions were separate. As a result, 

Comscore improperly recognized $9.3M in revenue from the revenue guarantee in 2015. Had 

Comscore’s internal accountants and independent auditor known the truth, Comscore would not 

 

2 The Capital Transaction would result in additional Comscore shares outstanding, which in turn would, 

without a corresponding increase in revenue, reduce Comscore’s earnings per share.
9

have recognized revenue under the revenue guarantee and would have instead accounted for it as 

part of the Capital Transaction. 

27. In the fourth quarter of 2015, Matta manipulated the negotiations related to a series 

of transactions between Comscore, Company F, and Company G (collectively, the “Triangle 

Transactions”) to increase Comscore’s revenue. As part of the Triangle Transactions, which were 

all signed on December 31, 2015, Company F agreed to purchase $2.95 million of data from 

Comscore, Company F agreed to purchase $3.05 million of data from Company G, and Company 

G agreed to purchase $5.75 million of data from Company F. At the time the Triangle 

Transactions were being negotiated, Comscore and Company G had entered into a definitive 

merger agreement, which eventually closed in January 2016 and resulted in Matta having 

knowledge of and influence over Company G’s negotiations with Company F. Matta also had side 

communications with Company F’s CEO, with whom he had a close business relationship, in 

which they negotiated over the details of the Comscore/Company F transaction as well as the terms 

of the transactions between Company F and Company G. In particular, Matta and Company F’s 

CEO negotiated the price Company F would pay Comscore in contemplation of the pricing of 

Company F’s transactions with Company G. Matta then orchestrated the transactions such that

Company F would pay Comscore $2.95 million by the end of the year and Company F would 

receive a net $2.7 million from the Company F/Company G transactions – specifically, Company 

G agreed to pay Company F $5.75 million prior to the effective date of the merger and Company F 

agreed to pay Company G $3.05 million after the effective date of the merger.

28. In sum, Matta’s conduct in the negotiations resulted in this series of transactions 

being, in effect, part of a single arrangement that should have been accounted for as such. 

Comscore recognized $2.95 million in revenue in the fourth quarter of 2015 when, in reality, the 

Triangle Transactions net out to only $250,000 in favor of Comscore. Had Matta disclosed the 

linked nature of these contracts to accounting personnel, Comscore would have recognized no 

revenue in the fourth quarter of 2015, and only the net amount of $250,000 in a later period.

Matta’s Use of Undisclosed Side Agreements

29. In the third quarter of 2014 and the first quarter of 2015, Matta negotiated two 

contracts with Company F for the sale of historical data. In each instance, Matta entered into 

undisclosed side agreements with Company F whereby Matta agreed to provide data and/or 

services outside the terms of the written contracts. These side agreements allowed Matta to hide 

from internal accountants and the independent auditor future data delivery obligations, thereby 

permitting Comscore to recognize all revenue from the contracts in the quarter they were signed

rather than having to defer some or all of the revenue to future quarters. Matta signed management 

representation letters provided to Comscore’s independent auditor in each of those quarters falsely 

stating that he had no knowledge of side agreements.

30. In September 2014, Company F agreed to purchase eCommerce data from 

Comscore. Company F made it clear that it needed both historical data and ongoing monthly data 

updates. Matta agreed to provide the monthly updates in return for a revenue sharing provision, 
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but on the condition that the monthly updates not be included in the contract because Comscore’s 

accountants had advised him that these terms would impact revenue recognition. Specifically, 

Matta emailed Company F’s CEO, “[c]an’t have it in the agreement but you and I can agree.” On 

September 30, 2014, Comscore executed a contract to sell two years of historical data to Company 

F for $700,000. Subsequently, pursuant to the side agreement, Comscore delivered to Company F

ten months of updated data. Without the $700,000 in revenue from this contract, Comscore would 

have missed its consensus revenue target for the third quarter of 2014.

31. Similarly, in March 2015, Company F agreed to purchase Ad Exposure data from 

Comscore for $500,000. Company F specified that it needed “matched” data – meaning that a 

third party would match Comscore’s panelists to Company F’s panelists.3 This process, however, 

takes time and Matta was informed by Comscore’s internal accountants that revenue recognition 

would be deferred until the match was completed. Matta then informed Company F’s CEO that he 

was taking the “match” language out of the written contract because it impacted revenue, but that 

Comscore would still deliver the matched data. Specifically, Matta emailed Company F’s CEO, 

“[t]urns out if I include language on the match it screws up my Revenue [sic] but don’t worry we’ll 

obviously do the match.” Comscore then recognized $500,000 in revenue in March 2015 based on 

the altered contract, and subsequently delivered both matched data and four months of monthly 

updated data that was not provided for under the terms of the contract.

False and Misleading Disclosures Concerning Customer Totals

32. In 2014 and 2015, Matta and Comscore disclosed its total number of customers 

and net new customers added in quarterly earnings calls. Comscore also disclosed its customer 

total in periodic filings with the Commission. The number of net new customers added per quarter 

was an important performance indicator for Comscore that analysts tracked and reported on. 

During this time, in an effort to conceal the fact that quarterly growth in Comscore’s customer total 

had slowed or was declining, Matta approved and implemented multiple changes to the 

methodology by which the quarterly customer count was calculated. These changes were neither 

applied retroactively nor disclosed to the public.

33. Initially, Matta approved the incremental lowering – over at least four quarters – of 

the dollar threshold pursuant to which certain then existing customers were considered Comscore

customers for purpose of the disclosure. When that dollar threshold reached the point where it 

could not be lowered any further, Matta approved adding different categories of agency end-users 

to the customer count over at least three different quarters. Prior to these changes, Comscore

consistently counted only the agency as its client.

34. Matta implemented these changes to the customer count methodology to show a 

consistent net increase in Comscore’s total customers. For seven of the eight quarters during 2014 

and 2015, Comscore’s disclosed net customers added was in the 40s – creating the illusion of a 

smooth and steady growth in its business. In fact, had the methodology remained consistent, 

 

3

In this context, a “panelist” is one of a collection of consumers who have agreed to provide certain 

demographic information and to allow some or all of their online activity to be tracked.
11

Comscore’s customer total would have shown a decline over the two-year period and been lower 

by hundreds of customers. By the end of 2015, Comscore’s customer count total was overstated 

by more than 15%.

False and Misleading Disclosures Concerning vCE Revenue

35. Validated Campaign Essentials, or vCE, was a flagship product for Comscore.

vCE analyzes and measures the success of advertising campaigns in real-time. Matta emphasized 

Comscore’s vCE revenue growth in his public statements to analysts and investors. In Comscore’s

quarterly earnings call for the second, third, and fourth quarters of 2015, Matta told investors that 

Comscore would achieve $100 million in annual vCE revenue by 2017. This optimistic picture

was inconsistent with Comscore’s internal reports. In reality, Comscore’s vCE revenue had 

decreased in 2015 compared to 2014. Matta knew that vCE revenue was declining, yet Matta and 

Comscore disclosed in quarterly earnings calls that Comscore’s year-over-year vCE revenue grew 

by 53% in the third quarter of 2015 and by 56% in the fourth quarter of 2015. These disclosures 

were false and misleading.

36. In an effort to conceal the decline in Comscore’s vCE revenue, Matta and 

Comscore manipulated which sales were classified as vCE revenue. During 2015, at Matta’s 

direction, Comscore picked a small number of high-dollar agreements, generally involving the 

delivery of historical data, and directed them to be re-classified as vCE even though they did not 

involve the sale of an actual vCE product or service. These additions were reflected in internal 

documents as “On Top Additions.” While characterized as vCE for the purposes of Comscore’s 

public disclosures, the transactions underlying the “On Top Additions” were not recorded under 

vCE SKUs in Comscore’s general ledger. Thus, Comscore’s vCE revenue disclosures were 

inconsistent with its own books and records. In sum, the entire amount of the disclosed 53% and 

56% vCE revenue growth was attributable to the selected “On Top Additions” – and not the sale of 

vCE products or services.

Materially Misstated Financial Statements and False and Misleading Disclosures

37. Based on the foregoing, revenue was materially misstated in Comscore’s financial 

statements filed with the Commission on Form 10-K for the years ended December 31, 2013 and 

December 31, 2014, and on Form 10-Q for the quarters ended March 31, June 30, and September 

30, 2014, and March 31, June 30, and September 30, 2015. In addition, revenue was materially 

misstated in Comscore’s February 17, 2016 earnings release for the year ended December 31, 2015

filed on Form 8-K. Comscore also made materially false and misleading statements regarding its 

customer count or vCE revenue growth in its quarterly earnings calls for the quarters ended March 

31, June 30, and September 30, and December 31, 2014 and March 31, June 30, and September 30, 

and December 31, 2015.
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Matta’s False Sarbanes-Oxley Certifications

38. Matta signed certifications pursuant to Section 302 of Sarbanes-Oxley in 

connection with Comscore’s Form 10-K for the year ended December 31, 2014 and Forms 10-Q

for the quarters ended March 31, June 30, and September 30, 2014, and March 31, June 30, and 

September 30, 2015. Matta certified, among other things, that the periodic report filed with the 

Commission does not contain any untrue statement of material fact or omit to state a material fact 

necessary to make the statements made, in light of the circumstances under which such statements 

were made, not misleading and that the financial statements fairly present in all material respects 

the financial condition, results of operations, and cash flows for the periods presented. These 

certifications were false.

Matta’s Incentive-Based Compensation and Trading Profits

39. The misconduct described above resulted in material misstatements in Comscore’s 

financial statements that were filed with the Commission during the Relevant Period. Comscore

was required to restate its financial statements for those periods. During the 12-month periods that 

followed the filing of those periodic reports, Matta received incentive-based compensation and 

trading profits from the sale of Comscore stock. Matta has not reimbursed those amounts to 

Comscore.

Failure to Maintain Effective Internal Control Over Financial Reporting

40. During the Relevant Period, several material weaknesses in Comscore’s internal 

control over financial reporting contributed to the material misstatements described above. As 

acknowledged in its Restatement, Comscore’s ineffectual corporate culture resulted in, among 

other material weaknesses, sales practices designed to maximize and manage the timing of revenue 

recognition, inadequate accountability for recording transactions in accordance with GAAP, and 

insufficient internal controls to limit the ability of management to exercise influence over customer 

count and vCE disclosures.

Matta’s Misconduct Was In Connection With the Purchase or Sale of Securities and In the 

Offer or Sale of Securities

41. During the Relevant Period, Comscore’s stock was actively traded on the 

NASDAQ Global Select Market, and its materially misstated financial statements and false and 

misleading disclosures were filed with the Commission for review by investors. Therefore, 

Comscore’s fraud was in connection with the purchase or sale of securities.

42. In the second quarter of 2015, Comscore also sold stock to a counterparty engaged 

in a tender offer and asset sale with Comscore. In addition, effective January 29, 2016, Comscore

acquired another company by issuing Comscore stock as consideration.
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VIOLATIONS

43. As a result of the conduct described above, Matta violated, and caused Comscore’s 

violations of, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, which prohibit 

fraudulent conduct in connection with the purchase or sale of securities.

44. As a result of the conduct described above, Matta violated, and caused Comscore’s 

violations of, Section 17(a) of the Securities Act, which prohibits fraudulent conduct in the offer 

and sale of securities.

45. As a result of the conduct described above, Matta violated Section 13(b)(5) of the 

Exchange Act, which prohibits any person from knowingly circumventing or knowingly failing to 

implement a system of internal accounting controls or knowingly falsifying books, records, or 

accounts described in Section 13(b)(2) of the Exchange Act. 

46. As a result of the conduct described above, Matta violated Rule 13b2-1 

promulgated under the Exchange Act, which prohibits any person from directly or indirectly 

falsifying any books and records subject to Section 13(b)(2)(A) of the Exchange Act. 

47. As a result of the conduct described above, Matta violated Rule 13b2-2 

promulgated under the Exchange Act, which prohibits any director or officer of an issuer from 

directly or indirectly making, or causing to be made, or omitting to state or causing another person 

to omit to state, a materially false or misleading statement or any material fact necessary in order to 

make statements made, in light of the circumstances under which such statements were made, not 

misleading, to an accountant in connection with any audit, review or examination of the financial 

statements of the issuer, or the preparation or filing of any document or report required to be filed 

with the Commission. 

48. As a result of the conduct described above, Matta violated Rule 13a-14 

promulgated under the Exchange Act, which requires that the principal executive and principal 

financial officers of an issuer that files a report pursuant to Section 13(a) of the Exchange Act sign 

a certification that, among other things and based on their knowledge, the periodic report filed with 

the Commission does not contain any untrue statement of material fact or omit to state a material 

fact necessary to make the statements made, in light of the circumstances under which such 

statements were made, not misleading and the financial statements fairly present in all material 

respects the financial condition, results of operations, and cash flows for the periods presented. 

49. As a result of the conduct described above, Matta caused Comscore’s violations of

Section 13(a) of the Exchange Act and Rules 12b-20, 13a-1, 13a-11, and 13a-13 thereunder, which 

require issuers of securities registered pursuant to Section 12 of the Exchange Act to file with the 

Commission annual, quarterly, and current reports containing such information as the 

Commission’s rules may require and such further material information as may be necessary to 

make the required statements, in light of the circumstances under which they were made, not 

misleading.
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50. As a result of the conduct described above, Matta caused Comscore’s violations of 

Section 13(b)(2)(A) of the Exchange Act, which requires reporting companies to make and keep 

books, records, and accounts which, in reasonable detail, accurately and fairly reflect their 

transactions and dispositions of their assets. 

51. As a result of the conduct described above, Matta caused Comscore’s violations of 

13(b)(2)(B) of the Exchange Act, which requires reporting companies to devise and maintain a 

system of internal accounting controls sufficient to provide reasonable assurances that transactions 

are recorded as necessary to permit preparation of financial statements in accordance with 

generally accepted accounting principles.

52. Finally, Section 304 of the Sarbanes-Oxley Act of 2002 requires the chief 

executive officer and chief financial officer of any issuer required to prepare an accounting 

restatement due to material noncompliance with the securities laws as a result of misconduct to 

reimburse the issuer for (i) any bonus or incentive-based or equity-based compensation received by 

that person from the issuer during the 12-month periods following the false filings, and (ii) any

profits realized from the sale of securities of the issuer during those 12-month periods. Matta has 

not, to date, reimbursed Comscore for any portion of his incentive-based compensation or stock 

sale profits received during the 12-month periods following the filing of inaccurate financial 

statements described above and, therefore, Matta violated Sarbanes-Oxley Section 304.

IV.

In view of the foregoing, the Commission deems it appropriate to impose the sanctions 

agreed to in Respondent Matta’s Offer.

Accordingly, it is hereby ORDERED that:

A. Pursuant to Section 8A of the Securities Act and Section 21C of the Exchange Act, 

Respondent cease and desist from committing or causing any violations and any future violations of 

Section 17(a) of the Securities Act, Sections 10(b), 13(a), 13(b)(2)(A), 13(b)(2)(B), and 13(b)(5) of 

the Exchange Act and Rules 10b-5, 12b-20, 13a-1, 13a-11, 13a-13, 13a-14, 13b2-1, and 13b2-2 

thereunder, and Section 304(a) of the Sarbanes-Oxley Act.

B. Respondent be, and hereby is, prohibited for a period of ten years following the date 

of this Order from acting as an officer or director of any issuer that has a class of securities 

registered pursuant to Section 12 of the Exchange Act or that is required to file reports pursuant to

Section 15(d) of the Exchange Act.

C. Respondent shall, within 30 days of the entry of this Order, pay a civil money 

penalty in the amount of $700,000 to the Securities and Exchange Commission. If timely payment 

is not made, additional interest shall accrue pursuant to 31 U.S.C. §3717.
15

Payment must be made in one of the following ways: 

(1) Respondent may transmit payment electronically to the Commission, which 

will provide detailed ACH transfer/Fedwire instructions upon request;

(2) Respondent may make direct payment from a bank account via Pay.gov 

through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or 

(3) Respondent may pay by certified check, bank cashier’s check, or United 

States postal money order, made payable to the Securities and Exchange 

Commission and hand-delivered or mailed to: 

Enterprise Services Center

Accounts Receivable Branch

HQ Bldg., Room 181, AMZ-341

6500 South MacArthur Boulevard

Oklahoma City, OK 73169

Payments by check or money order must be accompanied by a cover letter identifying 

Serge Matta as a Respondent in these proceedings, and the file number of these proceedings; a 

copy of the cover letter and check or money order must be sent to Melissa R. Hodgman, Associate 

Director, Division of Enforcement, Securities and Exchange Commission, 100 F St., NE, 

Washington, DC 20549-5561. 

D. Respondent shall, within 14 days of the entry of this Order, reimburse Comscore

for a total of $2.1 million representing profits from the sale of Comscore stock and incentivebased compensation pursuant to Section 304(a) of the Sarbanes-Oxley Act. Matta shall 

simultaneously deliver proof of satisfying this reimbursement obligation to Melissa R. Hodgman, 

Associate Director, Division of Enforcement, Securities and Exchange Commission, 100 F St., 

NE, Washington, DC 20549-5561. If timely payment is not made, additional interest shall 

accrue pursuant to 31 U.S.C. § 3717. 

E. Pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, as amended, a Fair 

Fund is created for the penalties referenced in paragraph IV.C. above. The Fair Fund will be 

distributed in accordance with a Commission-approved plan of distribution. Amounts ordered to be 

paid as civil money penalties pursuant to this Order shall be treated as penalties paid to the 

government for all purposes, including all tax purposes. To preserve the deterrent effect of the 

civil penalty, Respondent agrees that in any Related Investor Action, he shall not argue that he is 

entitled to, nor shall he benefit by, offset or reduction of any award of compensatory damages by 

the amount of any part of Respondent’s payment of a civil penalty in this action (“Penalty 

Offset”). If the court in any Related Investor Action grants such a Penalty Offset, Respondent 

agrees that he shall, within 30 days after entry of a final order granting the Penalty Offset, notify 

the Commission’s counsel in this action and pay the amount of the Penalty Offset to the Securities 

and Exchange Commission. Such a payment shall not be deemed an additional civil penalty and 
16

shall not be deemed to change the amount of the civil penalty imposed in this proceeding. For 

purposes of this paragraph, a “Related Investor Action” means a private damages action brought 

against Respondent by or on behalf of one or more investors based on substantially the same facts 

as alleged in the Order instituted by the Commission in this proceeding.

V.

It is further Ordered that, solely for purposes of exceptions to discharge set forth in Section 

523 of the Bankruptcy Code, 11 U.S.C. §523, the findings in this Order are true and admitted by 

Respondent, and further, any debt for disgorgement, prejudgment interest, civil penalty or other 

amounts due by Respondent under this Order or any other judgment, order, consent order, decree 

or settlement agreement entered in connection with this proceeding, is a debt for the violation by 

Respondent of the federal securities laws or any regulation or order issued under such laws, as set 

forth in Section 523(a)(19) of the Bankruptcy Code, 11 U.S.C. §523(a)(19).

By the Commission.

Vanessa A. Countryman

Secretary