13D Filing: Starboard Value LP and Comscore Inc. (SCOR)

I.

Principal GP

(a)

Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the (i) 3,143,406 Shares owned by Starboard V&O Fund, (ii) 355,816 Shares owned by Starboard S LLC, (iii) 198,863 Shares owned by Starboard C LP, and (iv) 407,372 Shares held in the Starboard Value LP Account.

Percentage: Approximately 7.2%

(b)

1. Sole power to vote or direct vote: 4,105,457 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 4,105,457 4. Shared power to dispose or direct the disposition: 0

(c)

Principal GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

J.

Messrs. Smith, Mitchell and Feld

(a)

Each of Messrs. Smith, Mitchell and Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of the (i) 3,143,406 Shares owned by Starboard V&O Fund, (ii) 355,816 Shares owned by Starboard S LLC, (iii) 198,863 Shares owned by Starboard C LP, and (iv) 407,372 Shares held in the Starboard Value LP Account.

Percentage: Approximately 7.2%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 4,105,457 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 4,105,457

(c)

None of Messrs. Smith, Mitchell or Feld has entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

Each Reporting Person, as a member of a
“group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934,
as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each Reporting
Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

(d)

No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

(e)

Not applicable.