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Item 1. Business

2021-02-26 compared with 2020-03-02 · 330 added, 395 removed, 232 unchanged (76% of the section changed)

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Our agent for service of process in the United States is National Registered Agents, Inc.

We began selling elements of our offering in France in 2007 and have since expanded our business into other countries in Western Europe.

In 2009, we expanded our business into North America and entered the Asia-Pacific region in late 2010.

In 2016, we acquired HookLogic, Inc.

("HookLogic"), a New York-based company operating a performance marketing exchange connecting consumer brands with retail ecommerce sites via sponsored product ads.

Business Overview

We are a global technology company powering the world's marketers with trusted and impactful advertising.

We strive to deliver measurable business results at scale across multiple marketing goals for retailers and brands, through our self-service Criteo Platform.

Using shopping data, artificial intelligence ("AI") technology and extensive consumer reach, we help marketers drive Awareness, Consideration and Conversion for their products and services 1 , and help retailers generate advertising revenues from consumer brands.

Our data is pooled among our clients and offers deep insights into consumer intent and purchasing habits.

To drive trusted and impactful advertising for marketers, we activate our data assets in a privacy-by-design way through proprietary AI technology to engage consumers in real time by designing, pricing and delivering highly relevant digital advertisements ("ads") across devices and environments.

We price our offering on a range of pricing models and measure our value based on clear, well-defined performance metrics, making our impact on the business of our clients both transparent and easy to measure.

Our mission is to power the world's marketers, brands, retailers, publishers, content creators and agencies with trusted and impactful advertising.

We enable our clients to address multiple goals across the marketing funnel through the Criteo Platform.

Our vision is to build the leading advertising platform for the open Internet.

Over the past 14 years, we have established our market position by focusing on three pillars:

actionable commerce data, predictive technology to activate data for multiple marketing goals, and large consumer reach.

While continuously improving our technology and broadening our reach, we leverage and strengthen Criteo Shopper Graph, a highly differentiated group of data collectives built through collaboration and data pooling within our open ecosystem of commerce and consumer brand clients.

With Criteo Shopper Graph, we are building one of the world's biggest and most open data sets focused on shoppers, retailers and brands.

Our clients include some of the largest and most sophisticated commerce companies in the world, along with world-class consumer brands.

We operate at the intersection of ecommerce, digital marketing and media monetization.

We enable brands' and retailers' growth by providing best-in-class marketing and monetization services on the open Internet.

We do this by activating commerce data through artificial intelligence ("AI") technology, reaching consumers on an extensive scale across all stages of the consumer journey, and generating advertising revenues from consumer brands for large retailers.

Our vision is to build the world's leading Commerce Media Platform to deliver measurable business outcomes at scale for global brands, agencies and retailers across multiple marketing goals.

Our data is pooled among our clients and publishers and offers deep insights into consumer intent and purchasing habits.

To drive trusted and impactful advertising, we activate our data assets in a privacy-by-design way through proprietary AI technology to engage consumers in real time with highly relevant digital advertisements ("ads") across devices and environments.

Our focus is on ecommerce.

Our clients include some of the largest and most sophisticated ecommerce companies in the world, along with world-class consumer brands.

We partner with them to capture user activity on their websites and mobile applications ("apps"), which we define as digital properties, and optimize the performance of their ads based on that activity and other data.

Demonstrating the depth and scale of our data, we collected data on $900 billion in online sales transactions 2 on our clients' digital properties in the year ended December 31, 2019.

Based on this data and other assets, we delivered targeted ads that generated over 11 billion clicks 2 in the year ended December 31, 2019.

Demonstrating the depth and scale of our data, we collected data on over $950 billion in online sales transactions 1 on our clients' digital properties in the year ended December 31, 2020.

Based on this data and other assets, we delivered 1.6 trillion targeted ads in the year ended December 31, 2020.

As of December 31, 2020, we served more than 21,000 clients and, in each of the last three years, our average client retention rate, as measured on a quarterly basis, was approximately 90%.

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1 Driving Awareness for an advertiser means exposing its brand name to consumers who have not been in touch with the advertiser before, thereby creating brand awareness from such consumers.

Driving Consideration for an advertiser's products or services means attracting prospective new consumers to consider engaging with and/or buying this advertiser's products or services.

Driving Conversion for an advertiser's products or services means triggering a purchase by consumers who have already engaged with this advertiser's products or services in the past.

2 Excluding Criteo Retail Media and the business acquired from Manage.com Group, Inc.

We have established our leading market position by focusing on three pillars:

actionable commerce data, predictive technology to activate this data for multiple marketing goals, and large consumer reach through our extensive direct publisher network.

Criteo Shopper Graph is one of the world's biggest data sets focused on shoppers, retailers and brands.

Each day, we are presented with billions of opportunities to connect consumers with relevant advertising messages from our commerce and consumer brand clients.

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The accuracy of our algorithms improves with every ad we deliver, as they incorporate new data while continuing to learn from prior interactions.

Historically, the Criteo model had focused solely on converting our clients' website visitors into customers, enabling us to charge our clients only when users engage with an ad we deliver, usually by clicking on it.

This pay-for-performance pricing model clearly links the cost of an advertising campaign to its effectiveness in driving conversions, and has long been valued as such by our clients.

More recently, we have expanded our solutions to address a broader range of marketing and monetization goals for our clients.

Doing so, we also expanded our pricing models and now include a combination of cost-per-impression and cost-per-install for selected new solutions, in addition to cost-per-click, as well as a transactional-Software as a Service, or SaaS, pricing model for large retailers using our technology platform as part of a fast-growing share of our Criteo Retail Media offering.

In the future, we intend to continue to evolve the pricing models of our solutions, including to provide additional transparency to marketers.

As commerce companies and consumer brands have embraced our offerings, we have achieved significant growth since our inception and are now operating in 103 countries.

Historically, the Criteo model had focused solely on converting our clients' website visitors into customers, enabling us to charge our clients when users engage with an ad we deliver, usually by clicking on it.

This pay-for-performance pricing model clearly links the cost of an advertising campaign to its effectiveness in driving conversions, and continues to be valued as such by our clients.

We have since expanded our solutions to address a broader range of marketing and monetization goals for our clients, including audience targeting and brand awareness.

We leverage pricing models consistent with industry standards that include cost-per click, cost-per-impression and cost-per-install, as well as volume-based fees for brands and large retailers using Retail Media, and, in certain cases, a set fee for the use of our platform capability.

During 2020 we operated in 104 countries.

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1 Excluding Criteo Retail Media.

Our financial results include:

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Selected Financial Data" in this Form 10-K for a reconciliation of revenue to Revenue ex-TAC, net income to Adjusted EBITDA and net income to Adjusted Net Income, respectively, in each case the most directly comparable financial measures calculated and presented in accordance with accounting principles generally accepted in the United States or "U.S.

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1 Excluding Criteo Retail Media and the business acquired from Manage.com Group, Inc.

2 Uncapped budgets represent clients' advertising budgets with us that have either no contractual financial cap or that are so large that the budget constraint does not restrict our ability to purchase inventory on those clients' behalf.

The Criteo Platform

Our offering, the Criteo Platform, is powered by AI technology and aims to cover the entire marketing funnel (Awareness, Consideration, Conversion).

Our technology is optimized to drive trusted and impactful business results for advertisers across multiple marketing goals.

We address a wide range of advertising objectives for our commerce and consumer brand clients, including, for example, consumer visits to a client website, installations of a mobile app, product sales and monetization of retailers' inventory with brands.

We deliver these measurable business outcomes by efficiently and effectively driving engagement for our clients' brand, shops, app property, products and services, and generating advertising revenue for retailers by monetizing their data and audiences with consumer brands.

The Criteo Platform works seamlessly across digital devices (desktops, laptops, smartphones and tablets), commerce and advertising environments (web, mobile apps and physical retail stores), platforms and operating systems, advertising channels (Display Advertising, including social and native, video, and ads on retailers' properties) and publisher environments (thousands of direct publishers and mobile app developers in the open Internet, all major real-time bidding exchanges including Alphabet Inc.'s "Google Ad Manager", as well as Facebook, Inc.

("Facebook")).

The Criteo platform is currently available as a unique and comprehensive offering and cannot be broken down and purchased as separate services, except for individual advertising solutions and campaigns.

In the future, we may look at unbundling components of the Criteo Platform and making individual elements available to some of our clients.

The Criteo Platform is comprised of:

The Criteo Commerce Media Platform

Our offering, the Criteo Commerce Media Platform, is powered by AI technology and provides marketing and monetization services for brands and retailers.

Our technology is optimized to drive trusted and impactful business outcomes for our retailer and brand clients, including, for example, consumer visits to a client website, installations of an app, product sales and monetization of retailers' inventory with consumer brands.

We deliver these measurable results by efficiently and effectively driving engagement for our clients' brand, shops, apps, products and services, and generating advertising revenue for retailers by monetizing their data and audiences with consumer brands.

Criteo solutions work seamlessly across digital devices (desktops, laptops, smartphones and tablets), commerce and advertising environments (browsers, apps, connected TV and physical retail stores), platforms and operating systems, advertising channels (display, including social and native, video, and ads on retailers' properties) and publisher environments (thousands of direct publishers and mobile app developers in the open Internet, and all major real-time bidding exchanges).

The Criteo Commerce Media Platform is made available as individual products and services as part of our offering.

The Criteo Commerce Media Platform is comprised of:

• Criteo Shopper Graph

• Criteo AI Engine

Criteo Management Center

• Criteo Solutions:

In addition, the Criteo Platform leverages the extensive scale and user reach of our Publisher Network across both the open Internet and some closed publisher environments.

Criteo Marketing Solutions and Criteo Retail Media

In addition, the Criteo Commerce Media Platform leverages the extensive scale and user reach of our first-party media network across the open Internet.

Criteo Shopper Graph

Our data assets include all insights derived from our clients' proprietary commerce data , such as transaction activity on their digital properties, representing $900 billion in online sales on a combined basis in 2019 1 , representing approximately 40% of the global ecommerce and digital travel markets excluding China 2 .

Through integration with all of our clients' digital properties, we obtain large volumes of browsing behavior data, expressed consumer shopping intent and engagement, and transactional data at individual product user levels.

Using a range of cookie- and non-cookie based technologies, we collect information about the interactions of consumers with our clients' and publishers' digital properties.

Our clients grant us access to their valuable data through direct integration with us, which requires our clients to place Criteo software code throughout their digital properties.

The information we collect does not enable us to personally identify any particular consumer.

Access to high quality data assets fuels the accuracy of our algorithms , which improves with the increasing quantity and quality of data we obtain from our clients and publisher partners, as well as insights gained through our own extensive operational history.

Our data assets include all insights derived from our clients' proprietary commerce data , such as transaction activity on their digital properties, representing over $950 billion in online sales on a combined basis in 2020, representing approximately 48% of the global retail ecommerce sales excluding China 1 , or $2.6 billion worth of transactions per day on average.

Through direct integration with our clients' digital properties, we obtain large volumes of first-party data, expressed consumer shopping intent and engagement, and transactional data at individual product or service levels, which do not rely on cross-site tracking technologies, such as third-party cookies.

The information we collect is anonymized and does not enable us to personally identify any particular consumer.

Our high quality first-party data assets fuel the accuracy of our algorithms, which improves with the increasing quantity and quality of data we obtain from our clients and publisher partners, as well as insights gained through our own extensive operational history.

The combination of advertiser data, publisher data and proprietary metadata gives us powerful insights into consumer purchasing habits that we use to price inventory and create the most relevant ads to drive user engagement and impactful results for our clients.

In addition to commerce data at the granular product level, we seek to use as much relevant information as possible about the context and intent of a given user, collected from clients and publisher partners, to further refine our prediction accuracy.

We believe our access to highly granular and qualitative commerce data validates the trust that our clients place in us .

For example, most of our clients typically provide real-time access to the products or services a visitor has viewed, researched, added to their shopping cart, or bought from them, and continuously receive updated information on 10 billion products or services 3 , including pricing, images and descriptions, which are typically characterized as non-Personally Identifiable Information ("Non-PII").

In addition to commerce data at the granular product SKU level, we seek to use as much relevant information as possible about the context and intent of a given user, collected from clients and publisher partners, to further refine our prediction accuracy.

We believe our access to highly granular first-party commerce data validates the trust that our clients place in us .

Most of our clients typically provide real-time access to the products or services a visitor has viewed, researched, added to their shopping cart, or bought from them, and continuously receive updated information on over 4 billion products or services 3 across 3,500 product categories, including pricing, images and descriptions, which are typically characterized as non-Personally Identifiable Information ("non-PII").

A large number of our clients also provide us with their customers' purchase history data in formats that are also non-PII.

Over the past few years, we have built three data collectives through data pooling among our clients .

Over the past few years, we have built data collectives through data pooling among our clients and publishers .

The combination of these data collectives forms Criteo Shopper Graph.

For each of these data collectives, we ask our clients to grant us the permission to mutualize a significant portion of their proprietary data in an anonymized way with other clients who also contribute data to this specific collective data pool.

With Criteo Shopper Graph, we are building one of the world's largest and most open data sets focused on shoppers and their commerce activity across retailers and brands.

Criteo Shopper Graph is comprised of the following three data collectives :

The Identity Graph allows us to match user identifiers across devices and environments, including online and offline.

Our algorithms link user identifiers such as, for example, Criteo cookies, app identifiers, hashed customer logins and hashed emails, and regroup them into individual clusters ("Criteo IDs") when these identifiers are deemed to belong to the same user.

The scope and scale of our Identity Graph are already among the best in the industry:

as of December 31, 2019, our graph consisted of more than 2 billion Criteo IDs.

In addition, over 95% of these Criteo IDs contain long-term persistent identifiers, such as logins or emails, rather than just basic cookies.

As of December 31, 2019, 71% of our clients grant us access to some of their identity data, including their Customer Relationship Management (CRM) data, to enable us to match users across multiple digital devices or environments.

With Criteo Shopper Graph, we have built one of the world's largest and most open data sets focused on shoppers and their commerce activity across retailers and brands, and their activity on publisher properties.

Criteo Shopper Graph is comprised of the following data collectives :

• The Identity Graph allows us to match user identifiers provided by clients and publishers across devices and environments, both online and offline.

Our algorithms link user identifiers together when they are deemed to belong to the same user.

Examples of user identifiers in the Identity Graph are:

hashed customer logins and hashed emails, first-party and third-party cookies, app identifiers such as Apple's IDFA and Android's AAID, in addition to linkages such as the Trade Desk's Unified ID 2.0 or LiveRamp's IdentityLink.

The graph has billions of identifiers, which we believe cover about 2.5 billion unique users globally.

With Criteo's reach, we collect commerce data in real time on an estimated 500 million Daily Active Users, half of which are identifiable by a hashed email.

As of December 31, 2020, over two third of our clients grant us access to some of their first-party identity data to enable us to match users across multiple digital devices or environments.

In addition, the Identity Graph allows us to leverage offline CRM data of our clients' physical stores to match it with online user profiles, based on their offline shopping history.

Since 2015, the Identity Graph has seen strong contribution from our client base and, we believe, has become a solid foundation to reach consumers across all devices and environments.

The Identity Graph supports and benefits our entire suite of solutions.

The Identity Graph supports and benefits the entire suite of solutions of our Commerce Media Platform.

• The Interest Map collects and organizes consumer intent and purchasing data across the products available in our network of commerce clients, in order to build a comprehensive and accurate non-identifying shopper profile for all consumers on whom we have collected data.

In 2019, we collected data on $900 billion in online sales 1 and saw close to 14 billion shopping transactions taking place within our commerce ecosystem 1 .

Our Interest Map applications include the Universal Catalog , which provides category and/or brand enrichment, as well as a unified view of the 4 billion products SKUs, across 3,500 product categories, available across the combined catalogs of our 21,000 commerce clients 2 .

Every day, we collect data on over $2.5 billion in online sales on average through 75 million buyer journeys.

With the Interest Map, we seek our clients' permission to use their data, on an aggregated and anonymized basis, to power products that are jointly offered to our clients in the collective.

We have built applications for the Interest Map, as well as its underlying infrastructure, including the Universal Catalog , which provides category and/or brand enrichment, as well as a unified view of the 10 billion products available across the combined product catalogs of our commerce clients 3 .

The Interest Map is a key foundation to address Consideration objectives and help advertisers win new visitors and new customers.

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1 Excluding Criteo Retail Media and the business acquired from Manage.com Group, Inc.

2 Products are not unique and may appear in different retailer catalogs.

The Measurement Network provides SKU-level sales attribution for consumer brands across our network of retailer partners using our Criteo Retail Media solutions.

This means that, using our deterministic measurement approach, our consumer brand clients can precisely track and measure the effectiveness of their advertising spend by attributing their sales at the SKU level to the clicks or impression that were generated on their ads across our network of retailers.

This permission-based sales attribution, retailer by retailer, is typically not available to consumer brands, neither in the online nor offline world, where they still place most of their trade marketing investments.

We plan to further widen the Measurement Network to all Criteo retailers with new applications and continue to add offline sales attribution for consumer brands.

The design and governance of Criteo Shopper Graph are based on strict and differentiated guiding principles :

we commit to a two-way exchange of data with our clients, whereby all clients contributing data to the collectives, in return for their contribution, benefit from the collective dataset via the Criteo Platform, and access cross-device user IDs and relevant Key Performance Indicators to better inform and optimize their advertising.

we commit to a two-way exchange of data with our clients and publishers, whereby all parties contributing data to the collectives, in return for their contribution, benefit from the collective dataset via the Commerce Media Platform, and access cross-device user IDs and relevant Key Performance Indicators to better inform and optimize their advertising.

• Transparency :

our clients' contribution and sharing of data within the data pools are based on a clear and permission-based usage by Criteo for the mutual benefits of all participants in the data collectives.

as always, we apply the highest data security and user privacy standards to our three data collectives.

we apply the highest data security and user privacy standards to our data collectives.

our data collectives are designed and governed in ways such that the value gained by each participating client largely exceeds the individual client's contribution to the collectives, irrespective of its size.

Consistent with our data minimization principles, our technologies only rely on categories of data that are strictly necessary for the purpose of our services.

The user information we collect relates primarily to purchase intent and is therefore not considered as information that can directly identify a user.

In addition, we provide consumers with easy-to-use and easy-to-access mechanisms to control their advertising experience and opt out of receiving targeted ads we deliver.

This transparent, consumer-centric, and controllable approach to privacy empowers consumers to make better-informed decisions about our use of their data.

We also actively encourage our clients and publisher partners to provide transparent and clear information to consumers about our collection and use of data relating to the ads we deliver and monitor.

Criteo AI Engine

Criteo AI Engine has been developed over the past 14 years and consists of multiple artificial intelligence algorithms, and the proprietary global hardware and software infrastructure that enables the Criteo Platform to operate in real time at significant scale.

Criteo AI Engine leverages Criteo Shopper Graph, with the goal of maximizing consumer engagement to drive impactful business results for clients through the delivery of highly relevant and personalized ads in real time.

Criteo AI Engine consists of multiple artificial intelligence algorithms, and the proprietary global hardware and software infrastructure that enables the Commerce Media Platform to operate in real time at significant scale, and activate our datasets for effective advertising.

Criteo AI Engine leverages the Shopper Graph, with the goal of maximizing consumer engagement to drive impactful business results for clients through the delivery of highly relevant and personalized ads in real time.

Criteo AI Engine consists of:

• Lookalike finder algorithms.

These algorithms create similar audiences, or groups of consumers likely to be interested in and engage with a specific category of our clients’ products or services, from a pre-determined audience seed based on other clients’ audiences that were already targeted and exposed to similar products or services in the context of previous advertising campaigns.

Once created, these similar audiences are used by Criteo AI Engine as targets to reach and be exposed to tailored ads for relevant products or services for the purpose of a dedicated campaign.

This set of algorithms typically supports campaign types addressing Consideration advertising objectives, i.e.

These algorithms create user audiences, or groups of consumers likely to be interested in and engage with a specific category of our clients’ products or services, from a predetermined audience seed based on other clients’ audiences that were already targeted and exposed to similar products or services in the context of previous advertising campaigns.

Once created, these audiences are used by Criteo AI Engine as targets to reach and be exposed to tailored ads for relevant products or services for the purpose of a dedicated campaign.

This set of algorithms typically supports campaign types addressing Audience Targeting objectives, i.e.

driving new prospects to consider products or services with which they have not yet engaged in the past.

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Based on the results of our dynamic creative algorithms, Criteo AI Engine automatically and dynamically assembles customized creative ad content on an impression-per-impression basis in real time, by optimizing each individual creative component in the ad, from the font, color, size and format of product images to the "call to action" or price discount.

Our patented Dynamic Creative Optimization+ technology offers virtually unlimited personalization, with up to 17 trillion visual ad variations, without the need to define ad sizes or layouts upfront, while maintaining the consistency of our clients' brand image.

Our patented Dynamic Creative Optimization+ technology offers virtually unlimited personalization, with up to 17 trillion visual ad variations, without the need to define ad sizes or layouts upfront, while always maintaining the consistency of our clients' brand image.

• Predictive bidding algorithms.

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Such predicted user engagement can take the form of, for example, retailer site visits, clicks, conversions, shopping basket value, specific product categories purchased, or even the gross margin of the purchased product or service that our client generates from such purchase.

This prediction of engagement incorporates data from our clients, publishers and third-party sources, including user intent, who the client is, the products offered in the ad, as well as data on the creative content of the ad and, to a lesser extent, the publisher context in which the ad is displayed.

This prediction of engagement incorporates data from our clients, publishers and third-party sources, including user intent, who the client is, the products offered in the ad, as well as data on the creative content of the ad and the publisher context in which the ad is displayed.

Together with our recommendation algorithms, the prediction algorithms allow us to determine the most appropriate price to pay for an ad impression, based on an individual user's predicted engagement, what the client is willing to pay for that engagement, as well as Criteo's own target Revenue ex-TAC margin from placing that individual ad.

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Our Research & Development team constantly tunes Criteo AI Engine via experimentation and A/B tests.

For example, in 2019, we performed about 1,200 online A/B tests and 72,000 offline experiments and tests.

In addition, we have long established and adopted Privacy-by-design as a central element of our technology and product design and development cycles, with a strong commitment to ensuring best practices in privacy, security and safety for consumers and our commerce and consumer brand clients.

For example, in 2020, we performed about 1,000 online A/B tests and over 70,000 offline experiments and tests.

Since 2013, we have had a designated Data Privacy Officer along with a team of privacy experts.

These experts are integrated within our R&D and Product organizations and processes, and consider all facets of user privacy as key elements in the very design of any new technology, solution or feature of the Criteo Platform.

They also perform ongoing Privacy Impact Assessments to monitor potential risks during the product lifecycle and proactively mitigate those risks.

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We regularly review and document our internal privacy policies, amend existing policies as necessary and enforce these policies with our clients, publisher partners and vendors.

Criteo Management Center

We offer our clients access to an integrated self-service customer interface providing transparency, control and visibility over their advertising investments and campaigns with us, whatever their business and marketing goals may be.

Criteo Management Center, our unified and easy-to-use self-service user interface ("UI"), enables the flexible and modular consumption of our various solutions directly by our clients, as well as the execution and management of their campaigns through a suite of software and services that automates key campaign processes.

Using our Management Center, clients benefit from a high level of control over the objectives, parameters and performance of their various campaigns with us.

Our Solutions

Our marketing and monetization solutions for retailers and brands are grouped under two families:

• Criteo Marketing Solutions allow commerce companies to engage consumers with personalized ads across the full marketing funnel, leveraging online and offline store data.

◦ Examples of expected business outcomes include:

creating and building brand awareness for a client's existing or new product or service, by targeting relevant high-quality consumer audiences showing intent for that particular product or service and reaching these audiences, for example, through video ads across the breadth of our premium publisher network on the open Internet;

▪ Audience Targeting:

driving visits from new prospects on the website of our clients, or driving installations of our clients' apps by new customers, by engaging such prospect visitors online (either on the web, in apps or on connected TV), with personalized ads offering products or services tailored to their predicted interest through our audience targeting capabilities, based on our Shopper Graph data and/or contextual signals;

▪ Conversion:

driving sales for commerce clients by engaging consumers online, with personalized ads offering products or services for which they have already expressed shopping intent;

or driving more sales from existing customers of our commerce clients, by accurately targeting and re-engaging these existing customers online with personalized ads offering new products or services that they have not yet purchased nor been exposed to.

◦ Our clients' use and consumption of Criteo Marketing Solutions is made flexible through a set of tools and services:

▪ Our clients have access to an integrated self-service customer interface, called the Management Center , providing transparency, control and visibility over their marketing investments and campaigns with us, whatever their business and marketing goals may be .

This interface enables the flexible and modular consumption of our various solutions directly by our clients, as well as the execution and management of their campaigns through a suite of software and services that automates key campaign processes, and a high level of control over the objectives, parameters and performance of their various campaigns with us.

Criteo Management Center reduces unnecessary complexity and cost associated with manual processes of having to use multiple Demand-Side Platforms ("DSPs") and sources of inventory supply, delivering efficiencies across the marketing funnel, even as campaigns grow in size, complexity and mix of marketing goals.

We believe that transparency and control over the objectives, parameters and performance of their advertising campaigns increases the confidence our clients have in Criteo, and further strengthen our relationship with them.

Criteo Management Center includes a comprehensive suite of tools, services and software, including:

A self-service registration and onboarding flow for client activation.

Targeted at small midmarket clients, we provide advertisers with online tools for end-to-end self-registration to the Criteo Platform, including onboarding and integration, campaign creation, creative creation, payment and billing.

A unified self-service user interface for all advertisers to transparently and autonomously manage their campaigns, solution by solution .

For each client campaign, our self-service interface automates a number of modular components, execution and management tasks.

Key attributes of the interface include:

an easy-to-use user interface;

self-service tools for clients to control, on demand, the specific parameters of their campaigns in a modular and flexible way, including for example:

specific audiences to reach and target, specific creative or branding elements to include in ads, specific categories of supply to favor or exclude from the campaign, specific categories of the product catalog to promote in the campaign, specific coupon and price discount management;

granular control over the price clients are ready to pay for each campaign, at their own product category level (for example on a cost-per-click, cost-per-impression or cost-per-install basis);

transparent, detailed reporting of key campaign metrics, such as, for example, cost-per-click, cost-per-impression or cost-per-install, impressions served, effective cost per thousand impressions, or eCPM, consumer visits, app installations, click-through rate and post-click sales;

transparent standardized reports on purchased inventory detailing impression-level information, including publisher domains where ads are shown, time stamps of displayed ads and the value of each impression.

A unified interface for certain clients to manage their advertising investments with us through API integrations with some of their other advertising or marketing technology partners or vendors.

▪ In addition to self-service access to Criteo Management Center, we also offer a managed-service approach to our larger clients , providing deep business intelligence and analytics services.

Our teams of advisers aid our larger clients in setting goals for, extracting insights from, and evaluating trends and performance of their various advertising campaigns with us across multiple marketing goals, sources of inventory, advertising channels, and the multiple digital devices that consumers may use.

In parallel with accessing transparent reporting and measurement from Criteo Management Center, a large proportion of our clients regularly use their own attribution tools and solutions from third-party vendors (such as, for example, Google Analytics, IBM Coremetrics or Adobe Analytics) to independently measure and assess the performance of the results that Criteo delivers, including visits, sales and other key metrics.

Our Solutions

We offer two families of solutions targeted at our commerce and consumer brand clients:

Criteo Marketing Solutions allow commerce companies to engage consumers with personalized ads across the full marketing funnel.

These ads can be shown across the web, mobile and offline store environments.

Examples of expected results for clients using Criteo Marketing Solutions include:

driving visits from new prospects on the website of our clients by engaging such prospects, either in the web or on mobile apps, with personalized ads offering products or services that are tailored to their predicted interest based on the Shopper Graph data (Consideration goal, new visit objective, cost-per-impression (CPM) pricing);

driving installations of our clients' mobile application by new customers, by engaging such new customers, either in the web or on mobile apps, with personalized ads promoting our client's mobile app (Consideration goal, app install objective, cost-per-install (CPI) pricing);

driving sales for our commerce clients, either on their web or mobile app property, by engaging consumers, either in the web or on mobile apps, with personalized ads offering products or services for which they have already expressed shopping intent (Conversion goal, sales objective, CPC pricing);

driving more sales from existing customers for our commerce clients, either on their web or mobile application property, by accurately targeting and re-engaging such existing customers, either in the web or on mobile apps, with personalized ads offering new products or services that they have not yet purchased nor been exposed to (Conversion goal, re-engagement sales objective, largely CPC pricing).

Criteo Retail Media allows retailers to generate advertising revenues from consumer brands, and/or to drive sales for themselves, by monetizing their traffic and audiences through personalized ads, either on their own digital property or on the open Internet, that address multiple marketing goals for brands.

Examples of expected results for clients using Criteo Retail Media solutions include:

generating advertising revenue for retailers on their online store, by providing retailers with our technology platform for them to monetize their traffic and audiences directly with consumer brands across various marketing goals (Retailer Monetization goal, brand onsite advertising objective, transactional-SaaS pricing);

driving sales for consumer brand clients on the site of retailer partners, by connecting consumer brands and retailers and engaging consumers on the retailer's digital property with personalized ads offering specific brand products available on the retailer's digital store and for which consumers have expressed interest (Conversion goal for brand, onsite campaign, sales objective, mostly CPC or CPM pricing);

driving sales for consumer brand clients on the site of retailer partners, by connecting consumer brands and retailers and engaging consumers outside of the retailer property on the open Internet with personalized ads offering specific brand products available on the retailer's digital store and for which consumers have expressed interest (Conversion goal for brand, offsite campaign, sales objective, largely CPC pricing);

While our current solutions already allow our clients to cover a large part of the marketing funnel, through Consideration and Conversion marketing goals, we will continue to strengthen our solutions to address the Awareness marketing goal for clients.

This pay-for-performance pricing model clearly links the cost of an advertising campaign to its effectiveness in driving conversions, and has long been valued as such by our clients.

As we have expanded our solutions to address a broader range of marketing and monetization goals, we also started expanding our pricing models to now include a combination of cost-per-impression and cost-per-install for selected new solutions, in addition to cost-per-click, as well as transactional-SaaS pricing model for large retailers using our technology platform as part of a fast-growing share of our Criteo Retail Media offering.

In the future, we may further evolve the pricing of our solutions, including to provide additional transparency to marketers.

Excluding our historical solution for driving Conversion through Criteo Marketing Solutions (formerly called Criteo Dynamic Retargeting ), no individual solution accounted for more than 10% of total consolidated revenue for the periods presented.

▪ In addition, we offer multiple API integrations for certain partners and clients to enable the management of our clients' advertising investments with us in a unified and integrated way with some of their other advertising or marketing technology partners which makes Criteo solutions directly available in their back-office.

▪ In parallel with accessing transparent reporting and measurement from Criteo Management Center, a large proportion of our clients regularly use their own attribution tools and solutions from third-party vendors (such as, for example, Nielsen’s Digital Ad Ratings, Google Analytics, IBM Coremetrics or Adobe Analytics) to independently measure and assess the performance of the results that Criteo delivers, including visits, sales and other key metrics.

• Criteo Retail Media allows retailers to generate high-margin advertising revenues from consumer brands looking to address multiple marketing goals, and/or to drive sales for themselves, by monetizing their audiences through personalized ads, either on their own digital property or on the open Internet.

◦ Examples of expected business outcomes include:

▪ generating advertising revenue for retailers on their online store, by providing retailers with self-service access to our technology platform for them to monetize their commerce data, traffic and audiences directly with consumer brands across various marketing goals;

▪ driving sales for consumer brand clients on the site of retailer partners, by connecting consumer brands and retailers and engaging consumers on the retailer's digital property with personalized ads offering specific brand products available on the retailer's digital store and for which consumers have expressed interest;

▪ driving sales for consumer brand clients on the site of retailer partners, by connecting consumer brands and retailers and engaging consumers outside of the retailer property on the open Internet with personalized ads offering specific brand products available on the retailer's digital store and for which consumers have expressed interest;

◦ Our retailer and brand clients respectively manage their Retail Media revenues and budgets using a self-service interface called the Retail Media Platform.

The Retail Media Platform provides flexible pricing options to brands:

guaranteed placement (cost-per-impression) and auction-based (cost-per-click).

We charge retailers a negotiated supply-side platform fee and sometimes a technology fee, while brands pay us a negotiated demand-side platform fee.

In addition, we may charge brands a managed-service fee and other fees for accessing additional insights.

In 2020, Criteo Retail Media accounted for more than 10% of our total consolidated revenue.

The below chart shows the product mix evolution of Criteo's business and the year-over-year growth in new solutions in fiscal 2020.

Our Publisher Network

We provide our clients with extensive real-time access to advertising inventory through direct relationships with thousands of publisher partners, as well as real-time bidding (or "RTB") Display Advertising exchanges.

We define inventory as the combination of desktop web, mobile web and mobile in-app Display Advertising impressions, including social display inventory, native display inventory, video inventory, and ad inventory on major retail ecommerce properties, including for sponsored product formats.

We define inventory as the combination of desktop web, mobile web, mobile in-app display, including social, native, and video displays, connected TV, and ad inventory on major retail ecommerce properties, including standard banners, native and sponsored product formats.

In some cases, we have negotiated direct and privileged access with publishers, giving us the opportunity to select, buy and price, on an impression-per-impression basis and in real time:

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and/or (2) particular ad impressions before such impressions are made available to other potential buyers.

Among their multiple benefits, these direct relationships give us access to first-party publisher data which allow us to bid on impressions without using third-party cookies.

We call this network of direct publisher relationships, together with direct integrations with retailers, our First-Party Media Network .

We believe that many of our direct publisher partners have granted us preferred access to portions of their inventory as a result of our ability to effectively monetize that inventory.

For example, in Japan, we have entered into a strategic relationship with Yahoo!

For example, within Criteo Retail Media, we access inventory and first-party data from ecommerce sites that are generally not available to traditional advertising demand.

We believe this inventory and data from ecommerce retailers is particularly valuable for consumer brands looking to advertise their products in a multi-brand retail environment.

In addition, in Japan, we have entered into a strategic relationship with Yahoo!

Japan, that grants us preferred access to its advertising inventory for delivering personalized display ads.

In addition, within Criteo Retail Media, we access inventory from ecommerce sites that is generally not available to traditional advertising demand.

We believe this inventory from ecommerce retailers is particularly valuable for consumer brands looking to advertise their products, whether with an Awareness, Consideration or Conversion marketing goal, in a multi-brand retail environment.

We price and buy inventory in real time and typically do not pre-buy any impression, and do not commit to buying any minimum volume of impressions, except in some limited cases related to our Criteo Retail Media solution.

Across both our direct publisher relationships and inventory purchasing done on RTB exchanges, we leverage Criteo AI Engine's ability to quickly and accurately value available advertising inventory, and utilize that information to bid for inventory on a programmatic, automated basis.

We price and buy inventory in real time a nd typically do not pre-buy any impression.

In addition, in some instances, we may commit to buying minimum volumes of impressions to certain publishers partners for our Marketing Solutions and Retail Media solutions.

Across both our direct publisher relationships and inventory purchasing done on RTB exchanges, we leverage Criteo AI Engine's ability to quickly and accurately value av ailable advertising inventory, and utilize that information to bid for inventory on a programmatic, automated basis.

Alongside our existing technologies to integrate directly with publishers, we have developed Criteo Direct Bidder , our header-bidding technology.

Over the past few years, the publisher landscape has rapidly transitioned towards header-bidding technology, allowing publishers to make their inventory simultaneously available for public auction to several competitive bidders, including RTB exchanges.

Thanks to our large scale, Criteo Direct Bidder allows us to connect directly to the ad server of publishers in situations where publishers use header bidding to monetize their inventory, allowing us, among other advantages, to bypass RTB exchanges in the bidding process and, doing so, to save publishers the take-rate RTBs would typically charge them.

Using Criteo Direct Bidder, we were connected to over 4,500 large publishers globally, on both web and apps, as of December 31, 2019, including:

NBC, The Weather Channel, Daily Mail, The Washington Post, eBay, AJA Japan, Orange, Viber, the LA Times, CBS, Fox News, Axel Springer's websites, Marktplaats and M6.

Criteo Direct Bidder helps publishers to increase the average monetization of their inventory sold through Criteo Direct Bidder, relative to our overall spend through all channels.

For Criteo Marketing Solutions, we purchase inventory programmatically on a CPM basis from our direct publisher partners and RTBs, through standard terms and conditions for the purchase of Display Advertising inventory.

Header-bidding allows publishers to make their inventory simultaneously available for public auction to several competitive bidders, including RTB exchanges.

Thanks to our large scale, Criteo Direct Bidder allows us to connect directly to the ad server of publishers in situations where publishers use header bidding to monetize their inventory, allowing us, among other advantages, to bypass RTB exchanges in the bidding process and to save publishers the take-rate RTBs would typically charge them.

As a result, Criteo Direct Bidder helps publishers increase the average monetization of their inventory sold through Criteo Direct Bidder, relative to our overall spend through all channels.

Using Criteo Direct Bidder, we were connected to approximately 5,000 large publishers globally, on both web and apps, as of December 31, 2020, including:

IBM Watson Advertising, Globo, OLX, NBC, Forbes, Wall Street Journal, Leboncoin, Daily Mail, Viber, Axel Springer's websites, Marktplaats, M6, AJA Japan and EstSoft.

We take a variety of brand safety measures to ensure that the brand equity of our clients is preserved at all possible times.

These measures include determining that each publisher's inventory meets our content requirements and those of our clients to ensure that their ads are not shown in inappropriate content categories, such as, for example, adult, violent or sensitive political content.

In addition, we are an active member of the Coalition for Better Ads , supported by Google, and are compliant with their recommendations for the most user-friendly advertising formats.

In 2020, we entered into a partnership with Oracle Data Cloud to strengthen our existing brand safety offering.

Criteo’s AI Engine is now integrated with Oracle Contextual Intelligence, a solution providing real-time content review and pre-bid classification to clients across brand-suitable categories.

For Criteo Marketing Solutions, we typically purchase inventory programmatically on a CPM basis from our direct publisher partners and RTBs, through standard terms and conditions for the purchase of advertising inventory.

This means that inventory purchased for Criteo Marketing Solutions is paid to the publisher irrespective of whether the user engages, in whatever form, with the advertisement delivered on that publisher's digital property.

Pursuant to such arrangements, we purchase impressions for users that Criteo recognizes on publishers' digital properties.

Pursuant to such arrangements, we purchase impressions for users that Criteo recognizes on these publishers' digital properties.

Such arrangements are cancellable upon short notice and without penalty.

For some of our Criteo Retail Media solutions, we pay for the inventory of the retailer publishers based on a revenue share , effectively paying the retailer publisher a portion of the click-based revenue generated by customers clicking on the ads displaying the products of our consumer brand clients.

For Criteo Retail Media, we may pay for the inventory of retailer partners based on a revenue share , effectively paying the retailer a portion of the click-based revenue generated by customers clicking on the ads displaying the products of our consumer brand clients.

This means that, with these Criteo Retail Media solutions, retailer publishers only get paid if a user effectively clicks on the ad that is displayed on their site.

For our remaining Criteo Retail Media solutions, we either buy inventory on a CPM basis or do not incur any media cost at all as, in the latter case, we solely provide access to our technology platform for retailers to sell their inventory directly to consumer brands.

We believe that our ability to efficiently access and value inventory at scale results in a deeply liquid marketplace for both buyers and sellers of Display Advertising, allowing us to deliver effective ads at the right price for our clients, even as the size and complexity of the campaign increases.

In addition, we take a variety of brand safety measures to ensure that the brand equity of our clients is preserved at all possible times.

For that purpose, we use numerous internal systems and processes to filter out inventory in real time, including the list of suspect IP addresses from the Trustworthy Accountability Group and the lists of invalid traffic from several specialized external vendors.

With respect to inventory purchased through RTB exchanges, we utilize a combination of proprietary methodologies as well as third-party software, such as Integral Ad Science in the web and Pixalate in mobile apps, to verify that inventory where the ad is shown conforms to our advertising guidelines and the content expectations and branding guidelines of our clients.

In addition, we are an active member of the Coalition for Better Ads , supported by Google, and are compliant with their recommendations for the most user-friendly advertising formats.

We may also buy inventory on a CPM basis or do not incur any media cost at all when we provide retailers with access to our Retail Media Platform for them to sell their inventory directly to consumer brands.

We believe that our ability to efficiently access, value and monetize inventory at scale results in a deeply liquid marketplace for both buyers and sellers of advertising, allowing us to deliver effective ads at the right price for our clients, even as the size and complexity of the marketing campaign increases.

Industry Trends

The ability to engage customers across the various steps of the consumer journey is critical for most companies, especially for businesses in the broader commerce and consumer brand sectors, who often dedicate a significant portion of their cost base to developing such an ability.

The ability to engage customers across the various steps of the consumer journey is critical for businesses in the broader commerce and consumer brand sectors, who often dedicate a significant portion of their cost base to developing such an ability.

We believe the following trends are relevant in assessing our current and future business.

Ecommerce Continues to Grow Rapidly But Retailers Face Increasing Competition.

While the global retail commerce market, at $25 trillion in 2019 according to eMarketer, is massive in size, the global retail ecommerce market represented "only" $3.5 trillion.

This means that, despite the rapid growth of ecommerce, physical stores still capture more than 85% of the global retail commerce market and remain key assets for retail companies looking to offer differentiated services and shopping experiences to consumers.

Further, the global retail ecommerce market is expected to grow by a 17% compound annual growth rate, or CAGR, to $6.5 trillion in 2023, according to eMarketer.

Excluding China and Amazon.com ("Amazon"), we expect the global retail ecommerce market to grow at a 10% CAGR between 2019 and 2023, largely based on eMarketer data.

Retailers and consumer brands are facing increasing competition, in particular in markets dominated by Amazon, and have started to respond by being increasingly willing to share data within collectives.

We believe that consumer brands and retailers not only realize the strong potential of their commerce data, but also increasingly view collaboration and pooled data as key assets that can be used to better meet customer needs, drive value for their business and better compete in today's environment.

According to a study published by Forbes Insights in collaboration with Criteo in October 2017, 71% of retailers are willing to contribute online product searches data to a pool of collaborative participants 1 .

Sixty percent of surveyed retailers are already part of a data cooperative, with almost 70% of those companies already pleased with their collaboration as well as the data they receive.

Additionally, 72% of marketers cite "increased revenue" as a key benefit they experience from pooled data.

In addition, we believe the increasing competition that Amazon exerts on most local ecommerce markets is enticing retailers to allocate a larger share of their online advertising budgets to the Consideration marketing goal, in order to drive increasing traffic to their online stores, may they be on the web or on mobile apps.

Digital Ad Spending Continues to Grow Fast and Provides Acceleration Opportunities in the Open Internet.

The display advertising market represents a large opportunity.

Global digital ad spending of $310 billion in 2019 was comprised of Search Advertising ($139 billion) and Display Advertising ($170 billion), according to eMarketer.

Display Advertising involves placing images, video or ads incorporating animation, sound and/or interactivity, alongside website and mobile application content.

Display Advertising is expected to grow by a 12% CAGR through 2023 to reach $272 billion, faster than Search Advertising, and driven in part by the rapid rise of mobile Internet usage and the continued proliferation of free content across the Internet, in particular video content, including on social media platforms.

The walled-gardens, in particular Google and Facebook, today capture a significant share of the growth of the digital market.

As a result, we believe that, together, they capture approximately 70% of the total digital ad spend while representing only half of the time spent online 2 .

This means that the open Internet, (i.e.

what is outside of walled-gardens), only captures approximately 30% of the ad spend despite accounting for 50% of user time spend and, we believe, is therefore significantly under-monetized.

We define the open Internet as the open, non-proprietary environment that allows advertisers and publishers to choose the partner they want to work with, control when and how they share their own data, and how to measure success in a transparent way.

Advertising Technology Has Become More Complex.

Display Advertising has become highly technology-driven, which comes with significant challenges for advertisers:

Artificial Intelligence.

According to IDC Research, the sum of the world's data will grow by a 61% CAGR between 2018 and 2025 to reach 175 zettabytes 3 .

The large and diverse data sets that make up the digital information universe, often referred to as big data, are generally categorized into:

business application data, human-generated content and machine data.

New computational approaches and the falling costs of computing power enable technology companies to process and draw insights from this data using AI and machine-learning approaches.

These insights can be used to optimize Display Advertising campaigns in ways that were not previously possible.

The ability to collect, collate and analyze shopping intent data points using AI and machine-learning technology, has become a key differentiator for advertisers, including consumer brands.

Programmatic Buying.

Technologies for more automated and efficient buying and selling of Display Advertising have been gaining traction for several years with both advertising buyers and publishers.

Programmatic buying from real-time, automated bidding platforms and exchanges, as well as through relationships with publishers, provides advertisers with dynamic, targeted and efficient ways to access the proper inventory, and helps publishers maximize the value of their inventory.

In the United States, programmatic digital display ad spending represented 84% of total Display Advertising spend in 2019, according to eMarketer.

Mobile and Cross-Device Advertising & Commerce.

Penetration of smartphones and tablets is driving rapid growth of global mobile commerce.

Mobile retail commerce represented $2.3 trillion globally in 2019, and is expected to grow at a 21% CAGR between 2019 and 2023, according to eMarketer.

In parallel, consumers increasingly use multiple devices to shop across ecommerce websites and mobile apps.

As a result, we believe that transactions involving the use of multiple devices, referred to as "cross-device" transactions, represent a significant portion of ecommerce, growing faster than ecommerce overall.

Mobile ad spending represented $241 billion in 2019 and is expected to grow at a 14% CAGR through 2023 to reach $402 billion.

E-commerce is Booming:

According to GroupM, global retail ecommerce (excluding food and delivery services) amounted to close to $4 trillion in 2020 or 17% of global retail sales in 2020 and is forecast to represent 25% by 2024, or $7 trillion.

The COVID-19 pandemic accelerated the boom of ecommerce, and we saw brands and retailers rapidly transform their ecommerce presence, and gain share from ecommerce giants.

With lockdown restrictions imposed by the COVID-19 pandemic, U.S.

online product searches on retailers' websites in the open Internet increased by 21 percentage points to close to 30% of total shares, while the share of searches on Amazon properties declined from 66% to 43% 1 .

As a result of new habits developed by consumers, and as the pandemic has brought in older and less tech-savvy demographics to online shopping, we expect this trend to continue.

81% of online buyers who tried a new retailer indicate that they expect to continue to shop with them in the future 2 , creating a shift in brand loyalty towards open Internet retailers, which today represent approximately 40% of global e-commerce sales 3 .

Trade Marketing Shifts to Digital:

Taking advantage of this surge in ecommerce, brands accelerate the shift of their trade marketing budgets to online.

We believe digital trade marketing already exceeded $23 billion in global spend in 2020, after growing by an average 82% each year since 2016.

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1 " The Commerce Marketing Opportunity - How Collaboration Levels the Retail Playing Field ", Forbes Insight, in collaboration with Criteo, October 10, 2017

2 Based on Nielsen US DCR trends, eMarketer, ExchangeWire

3 Based on IDC Research's Global DataSphere, white paper date November 2018

In-App Advertising.

The app environment is more complex than the web environment for advertising.

However, users spend most of their mobile time within apps (79% in the United States in 2019, according to eMarketer).

Consequently, in-app ad spending represents 83% of mobile ad spending in 2019 in the United States.

In this context, it is critical for advertisers to be able to not only effectively reach their consumers while they are in the app environment, but also to engage with them within their own user-friendly mobile application.

Retailers Are Becoming the New Media Moguls by Collaborating Profitably With Brands.

By creating a successful media network, Amazon paved the way for retailers to build profitable and rapidly growing ad businesses.

Retailers can programmatically serve onsite and offsite ads to their customers, creating new revenue streams with healthy margin for themselves while also delivering great customer experience.

We believe these retailers are likely to take market share from the large digital media players and to increase customers' exposure to these ads in store as well.

Advertisers Need a Neutral Strategic Partner to Navigate This Complex and Challenging Environment.

We believe that over the past few years, Display Advertising has reached an inflection point, becoming both a brand awareness building medium and a more effective engagement channel for multiple marketing goals, including customer conversion.

1 Question Asked:

“When you want to buy a new product online, where do you typically start your search?”

Activate Consumer Tech & Media Viewpoint Study April 14, 2020 (n = 2,027), ComScore, Freedive, Marketing Dive, Activate analysis

451 Research, China Internet Watch, Company filings, Company press releases, Company sites, Digital Commerce 360, eMarketer, Forbes, GeekWire, Internet Retailer, Marketplace Pulse, Retail Dive, TechCrunch, UBS, Activate analysis

Brands, Retailers and Publishers Increasingly Depend on AdTech Partners:

In today's highly competitive environment, commerce companies and consumer brands increasingly focus on profitably reaching, engaging and converting consumers.

In addition, we believe they increasingly look at diversifying their significant reliance on walled-garden digital advertising partners.

To achieve this, they need a strategic partner, with no conflicting business agenda, able to activate, through AI technology, large amounts of identification data and consumer intent into relevant, personalized ads, in order to drive measurable results at scale across all their marketing goals.

On the other hand, consumers' shopping journeys have become increasingly fragmented between various websites, apps, devices, and physical stores.

Consumers' time is increasingly spent online, creating a new environment for advertising, such as Connected TV.

The ability for publishers, retailers, brands and agencies to identify users, given restrictions in some environments, to create and monetize audiences, and to drive sales and customer loyalty, today relies on having the right technology partner, able to activate the right data in an efficient way and to measure results in a transparent way across channels.

Addressable Market

We estimate that the total addressable market for the marketing and monetization services provides by our Commerce Media Platform on the open Internet represents $61 billion in ad spend or revenue opportunity for us.

Our Competitive Strengths

We believe the Criteo Platform is transforming the way marketers use digital advertising.

We make their advertising investments with us more efficient, effective and measurable by driving trusted and impactful results across multiple marketing goals.

We believe the following competitive strengths have enabled us and will continue to enable us to capture a significant share of the digital advertising opportunity:

We Have a Scaled Global Presence.

We believe the Commerce Media Platform is transforming digital marketing and media monetization for our ecommerce and brand clients.

We enable brands' and retailers' growth by making their marketing and monetization efforts more efficient, effective and measurable by driving trusted and impactful business outcomes across multiple marketing goals.

We believe the following competitive strengths have enabled us and will continue to enable us to capture a significant share of the digital marketing and monetization opportunity:

Shopper Data.

Our Shopper Graph leverages massive amounts of granular and first-party data focused on commerce and shopping behaviors, through data sharing among our clients.

With an estimated 2.5 billion unique users in our Identity Graph, we are building one of the largest data sets focused on shoppers, with a scope and scale among the largest in the industry.

Over $2.5 billion worth of daily transactions across 4 billion product SKUs from 3,500 product categories are ingested by our graph, which allows us to analyze about 75 million daily buyer journeys.

Our Interest Map offers a comprehensive, accurate and non-identifying shopper profile for all consumers on whom we have collected information, and is the foundation for the development of compelling advertising solutions - existing and new - that help our clients span the full marketing funnel, across brand awareness, audience targeting and conversion marketing goals.

Importantly, we believe the guiding principles of Criteo Shopper Graph - in particular its open, transparent and fair approach to sharing and leveraging data within collectives -, highly differentiate it from the proprietary data management approaches of most of the large Internet platforms and Walled Gardens, and therefore represent attractive guarantees for marketers willing to protect and control their data.

Reach, Scale and Network Effects.

Our large and loyal base of clients and first-party publisher partners provide for stability and positive network effects.

As of December 31, 2020, we had over 21,000 clients, including some of the largest ecommerce companies in the world, and our client retention rate was approximately 90%.

In parallel, as of the same date, we were working with approximately 5,000 direct publishers on both web and apps, in addition to all of our large global and local RTB partners.

These direct integrations on both the demand and supply sides ensure access to data in privacy-compliant ways, shielding from the consequences of third-party cookie limitations.

As we continue to grow our client base, we continue to grow the number of users who interact with our ads, allowing us to benefit from greater scale when buying inventory from publisher partners, many of whom have granted us preferred access to portions of their advertising inventory.

We believe this large and loyal base of clients and publisher partners provides for stability in our business, as well as for significant opportunities to cross-sell and up-sell our product portfolio within our large existing client base.

As clients spend more with us and we attract more publisher inventory and deliver more ads, our data assets grow, enabling us to deliver even more precisely targeted and personalized ads and generate a greater impact for our clients.

As a result, we believe more commerce and consumer brand clients may use our offering and potentially increase their spend with us.

This, in turn, may enable us to increase monetization for publishers and retailers, further expanding our publisher network and enhancing our ability to drive performance for all clients.

This cycle of self-reinforcing network effects, based on our large scale and loyal base of clients and publishers, may continue to fuel our business in the future.

Retail Media.

Our Retail Media offering provides unique opportunities to both brands and retailers.

Our Retail Media value proposition, helping retailers to monetize their data and inventory with brands, is quite unique in the marketplace outside of Amazon.

It provides opportunities for brands to advertise on retailers' on-site media, while creating a new source of profitable revenues for large retailers.

Criteo's Retail Media Platform is the industry's first self-service and transparent software providing an easy way for brands to manage their online marketing budgets to drive immediate, measurable commerce outcome directly where shoppers search and buy their products.

We enable brands, agencies, and multiple retailers to buy and sell retail media using a common platform, thus benefiting

from meaningful network effects due to our unique position as the technology supporting a multi-retailer ecosystem, whereas most competitors in the retail media space focus on supporting siloed retailer Walled Gardens.

Brands and their agencies use this platform to access unique inventory at meaningful scale, and retailers get access to brand marketing budgets at a scale they would not be able to access on their own.

This creates a network effect where the value for customers only increases as more brand and retailer participants join the ecosystem.

In addition, our deep technical integrations with retailers, requiring meaningful engineering investment from the retailer, make us very sticky with them and enable us to offer preferred or exclusive inventory to brands and agencies, as well as a superior shopper experience to consumers.

We primarily use a server-side technology to integrate our platform with retailer sites and apps.

In addition, we require multi-year commitments and product ads exclusivity as part of our standard retailer services agreements.

Both our unique inventory access and increasingly deep technical integrations with other advertising technology and reporting platforms provide defensible relationships with brands and agencies.

For example, our recently launched API partner program embeds our technology into ad platforms that brands and agencies already use to buy search, social, and other large platforms' ad inventory.

Additionally, with many major brand and agency clients, we directly connect our reporting data directly into client analytics and reporting platforms via our APIs.

Superior Insights and Measurement.

We believe we have superior capabilities for Commerce Insights and measurement.

Our technology provides our clients with the unique ability to measure against product sales at the product SKU level.

For example, our commerce insights can bring together organic shopping data with paid media metrics for brands.

Scaled Global Presence.

We do business in 104 countries and have a direct operating presence through 29 offices in 19 countries.

We have achieved this global presence by replicating and scaling our powerful business model across all geographic markets.

In 2019, 42% of our revenue 2 was derived from clients who conducted advertising campaigns with us in more than one national market.

We have achieved this global presence by replicating and scaling our effective business model across all geographic markets.

Large businesses are increasingly seeking global advertising partners able to provide comprehensive offerings that are effective across multiple geographies.

We believe we are able to meet this demand by leveraging our scalable AI technology and global network of relationships and are well positioned to serve our clients in virtually every market in which they seek to drive trusted, impactful and measurable business results.

Our Large and Loyal Base of Clients and Publisher Partners Provide for Stability and Positive Network Effects.

As of December 31, 2019, we had over 20,000 clients, including some of the largest commerce companies in the world, and our client retention rate was approximately 90%.

In parallel, as of the same date, we were working with over 4,500 direct publishers on both web and apps, in addition to all of our large global and local RTB partners.

As we continue to grow our client base, we continue to grow the number of users who interact with our ads, allowing us to benefit from greater scale when we purchase inventory from publisher partners, many of whom have granted us preferred access to portions of their advertising inventory.

As clients may spend more with us and we attract more publisher inventory and deliver more ads, our data assets grow, enabling us to deliver even more precisely targeted and personalized ads and generate a greater impact for our clients.

As a result, we believe more commerce and consumer brand clients may use our offering and potentially increase their spend with us.

This, in turn, may enable us to increase advertising revenue for publishers, including retailers, further expanding our publisher network and enhancing our ability to drive better performance for clients.

We believe this cycle of self-reinforcing network effects, based on our large and loyal base of clients and publishers, may continue to fuel our business in the future.

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1 Forrester report "Retailers:

You're The Next Media Moguls", December 2018.

2 Excluding Criteo Retail Media.

Criteo Shopper Graph Leverages a Massive, Granular and Open Data Set Focused on Shopping Behaviors.

Since 2015, we have built Criteo Shopper Graph through data sharing among our clients.

With over 2 billion Criteo IDs in our Identity Graph, we are building one of the largest data sets focused on shoppers, with a scope and scale among the largest in the industry.

With 71% of our clients providing identity data, including CRM data, such as hashed emails and hashed log-ins, we believe the matching rates of our Identity Graph are, in some markets, similar to, if not higher than, Google's and Facebook's.

In addition, over 95% of the Criteo IDs in our ID graph contain a significant number of persistent non-cookie identifiers, providing the basis for solid, reliable and resilient identity solutions.

Besides, our Interest Map offers a comprehensive, accurate and non-identifying shopper profile for all consumers on whom we have collected information, and is the foundation for the development of compelling solutions -existing and new- that help our clients span the full marketing funnel, across the Awareness, Consideration and Conversion marketing goals.

Importantly, we believe the guiding principles of Criteo Shopper Graph -in particular its open, transparent and fair approach to sharing and leveraging data within collectives-, highly differentiate it from the proprietary data management approaches of most of the large Internet companies, and therefore represent attractive attributes for marketers.

We Apply Privacy-By-Design Standards and Have Developed Effective Identity Solutions.

We are strongly committed to consumer privacy.

Criteo was one of the first companies in the industry to include an "Ad Choices" link in all the ads we deliver, giving users access to clear, transparent, detailed and user-friendly information about personalized ads and the data practices associated with the ads they receive.

We have long established Privacy-by-design as a central element of our technology and product design and development cycles, with a strong commitment to ensuring best practices in privacy, security and safety for consumers and our commerce and brand clients.

Since 2013, we have had a designated Data Privacy Officer along with a team of privacy experts.

Aligning with data minimization principles, our technologies only rely on categories of data that are strictly necessary for the purpose of our services.

The user information we collect relates primarily to purchase intent and is therefore not considered as information that can directly identify a user.

In addition, we provide consumers with easy-to-use and easy-to-access mechanisms to control their advertising experience and opt out of receiving targeted ads we deliver, either for all campaigns, or for a specific client or a specific period of time.

We believe this transparent, consumer-centric, and controllable approach to privacy empowers consumers to make better-informed decisions about our use of their data.

We also actively encourage our clients and publishers to provide transparent and clear information to consumers about our collection and use of data relating to the ads we deliver and monitor.

We believe our industry-leading privacy, security and safety standards for consumers and our commerce and consumer brand clients are key competitive advantages on the market.

In addition to standing for users' right to have a clear individual choice with regards to their ad experience, we believe that personalized advertising brings multiple benefits to the ecosystem, including at the user level, and that browsers should not control data portability.

We have solutions, through our direct publisher integrations, our mobile ID-based solutions in apps and Retail Media, that operate using multiple first-party or cookie-less mechanisms, representing close to 50% of our business for fiscal year 2019 on a Revenue ex-TAC basis.

We believe our identity resolution strategy, leveraging our differentiated assets and providing for complementary layers around first-party data access, our unrivaled ID graph and expanding more into cookie-less inventory supply, will help us increase significantly over time the contribution of the solutions operating using multiple first-party or cookie-less mechanism to our business.

Our Powerful AI Technology Activates Our Datasets for Effective Advertising.

While shopping data is readily available in significant volumes to our commerce and consumer brand clients, and plays a critical role for them, we believe the real challenge in driving trusted and impactful advertising is the ability to effectively activate this dataset to drive tangible results for both retailers and brand advertisers.

The Criteo Platform is the result of 14 years of research and development and investment in our AI technology, with a single focus on driving trusted, impactful and measurable business results, including sales, for clients.

Through our deep data-driven understanding of consumer intent and behavior, we are able to deliver highly relevant, targeted and personalized ads across multiple marketing goals and digital devices.

The scale and breadth of our data is constantly expanding as users interact with our clients and as we deliver targeted ads.

For example, in 2019 alone, we delivered over 1.4 trillion targeted ads.

By dynamically matching a user's intent or interest with a personalized ad, we are able to deliver more relevant and engaging ads to users, which are more likely to achieve targeted results for advertisers.

Criteo AI Engine is supported by a flexible and scalable high-performance computing infrastructure, made of two Hadoop clusters hosting 200,000 processing cores with total storage capacity of 750,000 terabytes and 2,000 terabytes of random-access memory.

Every day, our platform processes 250 terabytes of additional compressed data.

We own over 43,000 servers through a global network of ten data centers.

We believe the power and scalability of our AI technology assets are increasingly hard to replicate by other market participants.

The Criteo Platform Covers the Marketing Funnel With Transparency, Control and Clear Measurement.

Our offering is powered by AI technology and helps our clients cover the full marketing funnel (Awareness, Consideration, Conversion) as consumers travel across the multiple steps of their consumer journey.

In 2019, our new solutions outside of our legacy retargeting product grew 54% on a Revenue ex-TAC basis and already represented 12% of our business, including 16% in the fourth quarter of 2019.

We continue to build and develop new solutions to help commerce and brand clients address additional marketing goals and drive new business outcomes, including, for example, brand Awareness.

We believe our ability to drive trusted and impactful results across multiple goals in the marketing funnel, for both commerce companies and brands, is a key competitive advantage on the market.

In particular, we believe the value proposition of our Criteo Retail Media offering, helping retailers to monetize their data and inventory with brands, is quite unique in the marketplace outside of Amazon.

Our solutions work seamlessly across digital devices, commerce and advertising environments, platforms and operating systems, advertising channels, and publisher environments.

We believe that, for advertisers looking to engage their prospects or existing customers, irrespective of their position in the consumer journey, their digital device, commerce or advertising environment, platform and operating system, advertising channel or publisher environment where consumers may be reached, the completeness of our offering provides a clear advantage over the many point solutions available on the market.

Our self-service interface provides marketers with transparency and control over their advertising investments.

All our clients have 24/7 access in self-service through Criteo Management Center to a set of automated tools allowing them to control and monitor the objectives, parameters and performance of their advertising campaigns, and to manage their spend, solution by solution, and campaign by campaign.

We also provide our clients with transparent, detailed reporting of key campaign metrics, including reports detailing impression-level information.

We believe the transparency, control, flexibility and ease of use of our offering are key strengths on the market.

In addition, our variety of pricing models provides clear measurement for advertisers.

As Criteo AI Engine becomes more sophisticated, we are optimizing our technology to maximize a wider range of expected advertising objectives, including, for example, customer visits, installations of mobile apps and sales.

While the Criteo model has historically focused solely on converting our clients' website visitors into customers, linking our proven pay-for-performance model to its effectiveness in driving sales for clients, we have more recently evolved our pricing models alongside our broader suite of solutions.

Our pricing models now include a combination of cost-per-impression and cost-per-install for selected new solutions, in addition to cost-per-click, as well as a transactional-SaaS pricing model for large retailers using our technology platform as part of a fast-growing share of Criteo Retail Media.

We believe our clients value our various pricing models and related measurement metrics, as they provide a clear link between the cost of their advertising campaigns and their effectiveness in generating trusted, impactful and measurable results aligned with their marketing objectives.

Our Profitable, Cash-Generative Financial Model Allows Us to Invest While Maintaining Healthy Profitability.

Our company has been profitable early in its history and has since grown substantially its profitability margin.

For example, for the fiscal year ended December 31, 2019, our operating profit margin was 6.2% of revenue, compared to just 2.4% at the time of our Initial Public Offering at the end of 2013, and our Adjusted EBITDA as a percentage of Revenue ex-TAC was 32%, compared to approximately 17% at the time of our Initial Public Offering.

In addition, we manage our expense base in a disciplined way and focus on driving productivity through operational excellence and automation across the entire company.

Efficiency gains allow us to be in a position to reinvest a portion of the savings generated by such gains into strategic investments areas, while maintaining healthy profitability.

Our financial model allows us to generate a significant amount of free cash flow.

For the fiscal year ended December 31, 2019, we had a transformation of Adjusted EBITDA into free cash flow of approximately 42%, which we believe is a solid conversion level.

As a result, our company is in a position to maintain a reasonably comfortable cash position, standing at $419 million at the end of fiscal 2019, which, together with very low financial liabilities, provides for significant financial flexibility.

Strong Financial Model.

Our profitable, cash-generative financial model allows us to invest for growth while maintaining healthy profitability.

Our company has a sustainable, robust profitability margin.

In the year ended December 31, 2020, our operating profit margin was 5.3% of revenue and our Adjusted EBITDA as a percentage of Revenue ex-TAC was 30.4%.

In addition, we manage our expense base in a disciplined way and focus on driving productivity through operational excellence and automation across the organization.

Productivity and efficiency gains enable us to reinvest into strategic growth areas, while maintaining healthy profitability.

Our financial model generates a sustainable and significant amount of free cash flow.

For the year ended December 31, 2020, we generated free cash flow of $120 million, despite the negative economic conditions triggered by the COVID-19 pandemic.

In addition, our company maintains a comfortable cash position, standing at $488 million at the end of fiscal 2020, which, together with marketable securities and our Revolving Credit Facility, provides for financial liquidity of about $960 million, offering ample flexibility.

We believe having a profitable, cash-generative financial model providing for financial flexibility and allowing for an investment capacity is a competitive advantage, in particular compared to multiple sub-scale companies in our industry.

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Our mission is to power the world's marketers, brands, retailers, publishers, content creators and agencies with trusted and impactful advertising.

We enable our clients to address multiple goals across the marketing funnel through the Criteo Platform.

Our vision is to build the leading advertising technology platform for the open Internet.

We are currently strengthening the Criteo Platform and expanding our business through several opportunities, both within our existing suite of solutions and in new areas, always focused on driving trusted and impactful results for clients.

One of our key priorities is to make our revenue model more sustainable and resilient over time, which, among other things, will involve broadening our value proposition beyond a pure return on ad spend proposition.

In parallel, we are also focused on driving efficiency across the entire company in order to continue to invest into our strategic priorities.

We enable brand and retailers' business growth by providing best-in-class marketing and monetization services and driving measurable business outcomes at scale through Commerce Media.

As described throughout, our vision is to build the world's leading Commerce Media Platform for brands, agencies and retailers.

We are currently strengthening the Criteo Commerce Media Platform and expanding our business through several opportunities, both within our existing suite of solutions and in new areas, always focused on driving trusted and impactful business outcomes for clients.

One key priority is to drive sustainable and profitable growth for our business.

This involves increasing our focus even more on the fast-growing ecommerce space and broadening our value proposition to cover all Commerce Media marketing goals in a holistic way, while always driving measurable business outcomes to clients, including sales.

In parallel, we are focused on investing into our strategic growth priorities and self-funding for these investments by driving efficiency across the organization.

The core elements of our business strategy include:

Strengthen the Core.

We intend to strengthen our legacy retargeting business within Criteo Marketing Solutions, aimed at converting our clients' customers in both the web and apps.

We intend to achieve this by keeping our strong differentiators, including around Criteo Shopper Graph and user identification, continuously improving Criteo's AI Engine technology and the strong performance of our core product in all environments, providing more transparency on our value proposition, and adding new clients and publishers.

We may as well bring further capabilities, like third-party measurement, to enhance our core solution.

Over the past two years, the growth of retargeting has been slowing down and turned negative more recently.

We intend to strengthen our retargeting product, aimed at converting our clients' customers in both the web and apps.

We intend to achieve this by strengthening our strong differentiators, including around Criteo Shopper Graph and user identification thanks to our first-party media network, continuously improving Criteo's AI Engine technology and the strong performance of our core product in all environments, providing more transparency on our value proposition, and adding new clients and publishers.

We are also adding multiple capabilities, like third-party measurement, through industry partnerships to enhance our core solution.

Over the past three years, the growth of retargeting has been slowing down and turned negative since 2019.

Over the period, cookie restrictions on several browsers have had a significant negative impact on our business on the web, including on retargeting .

Beyond these headwinds, and while the growth of retargeting is still healthy in the midmarket, the softness has been more pronounced with large customers as a result of several factors:

higher penetration of our legacy product with large customers in our major markets, the slow transition of our large customers in investing into fully effective mobile apps, occasional shift of their retargeting budgets towards upper funnel marketing budgets, and some increasing requests for more price transparency from some large customers.

We are taking several measures to stabilize our retargeting business, including by:

accelerating our initiatives to build out a differentiated full-stack Demand-Side-Platform, adding capabilities for upper-funnel marketing on top of our strengths in lower funnel, and offering more flexibility throughout the stack, driving more proactive initiatives around user identity and adjusting our pricing model to increase the transparency of our value proposition for this product.

We also intend to strengthen our core by further expanding our global client base across customer categories.

The COVID-19 pandemic was an additional headwind to this business in 2020, impacting in particular our clients in the Travel and Classifieds verticals, as well as some large brick-and-mortar retailers.

Beyond these headwinds, and while retargeting continued to grow in the midmarket, the softness has been more pronounced with large customers.

We are taking several measures to stabilize our retargeting business over time, including:

• Maintaining a high level of preferred direct publishers relationships, allowing us to grow our first-party media network and reduce our exposure to third-party cookies.

We expect to continue to expand our first-party media network, sheltered from cookie restriction, by increasing the deployment of Criteo Direct Bidder with large publishers, both on the web and on mobile apps;

• Encouraging our clients and publishers to adopt Unified ID 2.0, an open-sourced identity framework dedicated to digital advertising and respectful of users' privacy, providing a replacement to third-party cookie bearing users' consent;

• Growing our capabilities as a differentiated Demand-Side-Platform specifically for commerce, including for upper-funnel marketing on top of our strengths in lower funnel, offering more flexibility throughout the stack, and adjusting our pricing model to increase the transparency of our value proposition for our core product;

• Further expanding our global client base across customer categories.

We have a track-record of entering new geographic markets, adding new clients successfully and rapidly gaining commercial traction.

We intend to continue to grow our client base, both in the large customer and midmarket categories.

In particular, we will continue to build and roll out our self-registration sales channel for smaller clients, and to expand our partnerships with Ecommerce Platform Partners, to increase our penetration of the large opportunity we see in the low end of the midmarket.

In particular, we continue to build and roll out our self-registration sales channel for smaller clients, and to expand our partnerships with Ecommerce Platform Partners, to increase our penetration of the large opportunity we see in the low end of the midmarket.

We believe opportunities also remain to grow our business with large customers in markets where we already operate, including in Western Europe, the U.S.

In addition, we intend to maintain a high level of preferred publishers relationships in order to strengthen our core.

In 2019, 32% of the yield, i.e.

the monetization rate per inventory unit, we generated to publisher partners was derived from inventory directly sourced from publishers with whom we have a direct, preferred relationship.

We will continue to increase the deployment of Criteo Direct Bidder with large publishers, both on the web and on mobile apps.

We also plan to leverage our identity resolution strategy to strengthen our core.

• Providing even more transparency and control to advertisers and their agencies through our self-service platform.

Expand Our Product Portfolio .

We intend to continue to leverage our existing assets to strengthen our business outside of the retargeting core, continue to build or expand our fast-growing adjacent solutions, and build further competitive moats around our core assets.

Our current families of solutions, Criteo Marketing Solutions and Criteo Retail Media, help our clients cover a large part of the marketing funnel across all commerce environments and drive advertising revenues for retailers from consumer brands.

In fiscal year 2019, our new solutions outside of retargeting already represented 12% of our total business, as measured on a Revenue ex-TAC basis, including 16% in the fourth quarter 2019.

We intend to continue growing all our solutions outside of retargeting , namely our Consideration and Awareness offerings in Marketing Solutions, both online and omnichannel, as well as Retail Media.

To achieve this, we intend to continue to upsell our existing commerce clients to more or all of our new solutions within Criteo Marketing Solutions.

We also intend to continue to offer Criteo Retail Media to the digital stores of large retailers as a key advertising channel to generate high gross margin revenue from consumer brands.

We intend to continue to leverage our existing assets to strengthen our business outside of retargeting , continue to build and expand our suite of fast-growing marketing and monetization solutions, and build further competitive moats around our core assets.

In fiscal year 2020, our new solutions outside of retargeting already represented close to 20% of our total business, as measured on a Revenue ex-TAC basis, including 24% in the fourth quarter 2020.

We are investing in the growth of these new solutions and expect them to represent close to 30% of our overall business in 2021.

Our new solutions are focused on the following areas:

• Retail Media:

We believe Criteo Retail Media is a particularly differentiated offering in the marketplace and offers significant growth opportunities for us.

Overall, we intend to continue to grow the share of our new solutions as a percentage of our total business over time, and believe this share can reach approximately 30% over the mid term.

In addition, we continue to build and leverage Criteo Shopper Graph that is central to our approach of bringing compelling new solutions to market.

We will continue to enhance the three data collectives that make up Criteo Shopper Graph, with a particular focus around identity resolution.

In the future, we may consider monetizing Criteo Shopper Graph as a standalone value proposition to consumer brands and advertising agencies.

Expanding our portfolio also involves providing even more transparency and control to advertisers and their agencies.

Self-service transparency, control, flexibility and ease of use have become increasingly important to marketers in the way they consider and manage their advertising investments.

Through their 24/7 access to Criteo Management Center, all our clients can control and monitor the objectives, parameters and performance of their campaigns.

Beyond allowing them to manage their spend, and providing transparent, detailed reporting of key campaign metrics, our self-service interface provides control over the key parameters of their campaigns with us.

We believe that providing comprehensive and user-friendly self-service control over advertising investments across the full marketing funnel will help us attract and retain more clients, including commerce players, brands and advertising agencies.

As a result, we will continue to broaden and improve our self-service functionalities.

Within our new solutions, we also intend to grow our Omnichannel capabilities.

A large portion of our commerce client base operates physical stores and still generates a significant percentage of their sales from offline stores.

We will continue to roll out the Retail Media Platform to new markets and move all our Retail Media campaigns to the platform, making the digital stores of large retailers a key advertising channel to generate high gross margin revenue from consumer brands.

In addition, we intend to grow the number of retailers we work with in the U.S.

and Europe, deepen our share of wallets with existing retailer and brand customers, accelerate our geographic expansion in Europe and enter new markets in the APAC region, grow our offsite advertising capabilities for brands across our premium publisher network on the open Internet, potentially enter Retail Media for retailer marketplaces, bring more commerce insights to brands as a key value-added service and provide brands with an integrated view on the Retail Media spend on Walled Garden retailers

• Brand awareness:

We are extending our offering to allow for more brand awareness campaigns for both brands and retailers on the open Internet, including in video formats and through the Connected TV channel.

• Audience Targeting:

We already address customer acquisition as a marketing objective and intend to continue growing it, along with similar use cases building on audiences based on our shopper data.

In addition, we are investing resources in enhancing the efficacy and impact of cohort advertising on our ecosystem and help shape the end solution which will replace third-party cookies in the Google Chrome browser environment.

• Contextual advertising:

We are also developing new solutions for contextual advertising to accompany our clients in the fast-changing identity landscape.

We believe our approach to contextual advertising is different from what currently exists in the market as we are using first-party data to add a commerce “signature” to the content consumers are reading and watching across the Open Internet.

This enables us to go beyond traditional contextual inferences of interest and intent to indicate what combinations of content are actually driving purchases.

• Omnichannel:

Within Criteo Marketing Solutions, we also intend to grow our Omnichannel capabilities.

A large portion of our commerce client base operates physical stores and still generates a significant percentage of their sales from these stores.

While retailers extract massive amounts of sales data from their physical stores, they often lack the sophisticated technology necessary to activate this dataset for sales generation, both online and offline.

As a result, retailers are increasingly interested in omnichannel advertising solutions that allow them to target their customers everywhere and, doing so, to bridge the gap between online and offline.

While still a small contribution to our business, Omnichannel is one of the fastest-growing opportunities for Criteo.

As a result, retailers are increasingly interested in omnichannel advertising solutions that allow them to target their customers everywhere and bridge the gap between online and offline.

Omnichannel is one of the fastest-growing opportunities for Criteo:

in fiscal year 2020, our Omnichannel business grew close to 120% on a Revenue ex-TAC basis.

We intend to further expand our solutions for omnichannel advertising, including by feeding our clients' offline CRM data into our Identity Graph, in order to match offline consumers with their online profile.

We intend to further expand our solutions for omnichannel advertising, including by feeding our clients' offline CRM data into our Identity Graph, in order to further grow the match rate of offline consumers with their online profile.

Explore Strategic Game Changers.

We intend to look for opportunities to extend and accelerate the growth of our business by exploring and bringing strategic assets and capabilities outside of the current scope of our business, in line with our strategy to keep us ahead and relevant for the future.

These strategic initiatives may involve a combination of organic developments, partnerships and acquisitions.

For example, we may partner with other Demand-Side-Platforms or other ecosystem players to extend our customer reach to new client categories or agencies, and extend the capabilities and functionalities of the Criteo Platform, beyond what we currently do on a standalone basis.

In addition, to support the growth of our Awareness and Consideration solutions and potential other new solutions, we may look at expanding our access to video inventory, both in Web and App, as well as accessing Connected TV inventory on a much larger scale.

This may involve strengthening and expanding our existing partnerships or signing new partnerships in these areas.

On the M&A side, we have executed 11 acquisitions since inception, ranging from small asset deals to a mid-size acquisition like HookLogic.

We selectively evaluate technologies and businesses that we believe have potential to enhance, complement or expand our strategic capabilities, including our technology, our solutions, go-to-market, or R&D team.

We target acquisitions that, over time, can be efficiently integrated into the Criteo Platform, including into our AI technology, global operations and company culture, while preserving the quality and performance of our offering.

We are increasingly focused and selective, and tend to favor acquisition target companies that have already demonstrated revenue traction with a proven value proposition for their clients and partners, are reasonably profitable, and can bring value with little or no short-term integration into our current organization.

We believe we are an acquirer of choice among prospective acquisition targets thanks to our entrepreneurial culture, growth opportunity, global scale, financial profile, strong brand and market position.

We will therefore continue to opportunistically yet selectively pursue our acquisition strategy in the future.

We look for opportunities to extend and accelerate the growth of our business by exploring and bringing strategic assets and capabilities through partnerships and M&A , in addition to executing organically.

For example, in 2020, we entered and expanded a number of partnerships.

• We joined the open-source Unified ID 2.0 initiative, a new approach to identity that represents an upgrade to third-party cookies, preserves the value exchange of advertising on the open Internet, while providing improved consumer controls;

• We launched the Criteo Partners program, helping our ad agency channel partners, to better utilize Criteo Marketing Solutions and shopper data, in particular by accessing training and certification programs;

• We launched the Criteo Product Ads module in ecommerce platform PrestaShop, allowing PrestaShop merchants to attract users to visit their online stores and buy from them.

The Criteo Product Ads module enhances customer experience through relevant product ads while helping merchants automate their efforts to attract new visitors for their site and encourage them to complete their purchase;

• We integrated Nielsen’s Digital Ad Ratings (DAR), the industry standard for digital ad measurement, and Digital Brand Effect to help advertisers better measure and optimize brand lift metrics with Criteo solutions;

• And we partnered with Oracle Data Cloud to strengthen our existing brand safety offering.

Criteo’s AI Engine is now integrated with Oracle Contextual Intelligence, a solution providing real-time content review and pre-bid classification to clients across brand-suitable categories.

In the future, we intend to continue to collaborate with existing and new industry partners to extend the capabilities and functionalities of the Criteo Commerce Media Platform, beyond what we currently offer on a standalone basis.

This may include partnerships with other Demand-Side-Platforms or other ecosystem players to extend our customer reach to new client categories or agencies.

In addition, we may look at further expanding our access to video inventory, both in the Web and mobile apps, as well as extending our access to Connected TV inventory on a much larger scale.

We continue to evaluate and execute on M&A transactions, with a critical assessment on technologies and businesses that have the potential to enhance, complement or expand our strategic capabilities, including our technology, our marketing and monetization solutions, go-to-market, or R&D team.

We target acquisitions that, over time, can be efficiently integrated into the Criteo Commerce Media Platform, including into our AI technology, global operations and company culture, while preserving the quality and performance of our offering.

Key criteria for acquisitions include demonstrated revenue traction and a proven value proposition for clients and partners and are easy to integrate.

Our entrepreneurial culture, growth opportunity, global scale, financial profile, strong brand and market position enable us to be an attractive acquirer.

Drive Technology and Operations Excellence.

We intend to continue to drive productivity and efficiency gains through operational excellence across the entire company, in order to reinvest a portion of such gains into technology innovation and other strategic priorities, while maintaining healthy profitability.

We believe these are the conditions for the long-term sustainability of our business.

Driving operational excellence through the company involves increasing automation and the scalability of our operations, as well as having a responsible and effective approach to expense management, across all teams and functions.

Leveraging operational excellence and efficiency gains, we intend to continue to make investments in our technology innovation and new product development in Criteo Marketing Solutions.

We will for example invest in further scaling the Criteo Platform with a focus on making self-service functionalities even more comprehensive and flexible for clients.

Our Product development for Criteo Retail Media will also remain a key area of investment for us.

And, we will continue to make our technology more resilient to decisions of web browser vendors and further diversify our data collection away from relying on third-party cookies.

We take a Portfolio Management approach to managing our business, organization and expense base:

right-sizing or streamlining the parts of the business with declining revenue in order to enable investments on the growing parts of our business into technology innovation and other strategic priorities.

We intend to continue to invest in the growth of our business, while driving productivity and efficiency gains through operational excellence across the company and maintaining healthy profitability.

We believe these investments will feed the long-term sustainable growth of our business.

We intend to continue to make investments in our technology innovation and new product development, including in Retail Media, our first-party media network, Contextual advertising, video, Connected TV and Commerce Insights.

We expect these investments to further strengthen our Commerce Media Platform.

Driving operational excellence through the company to self-fund for our investments involves increasing automation and the scalability of our operations, as well as having a responsible and effective approach to expense management, across all teams, functions and global offices.

The below graphic illustrates where Criteo stands in 2020 in executing on its strategy to build the Commerce Media Platform.

Strategic Relationship with Yahoo!

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under specified circumstances, such as a termination of the commercial relationship.

This strategic relationship may be terminated by either party for material breach and other customary events.

The term of this strategic relationship automatically renewed to August 2020 and will continue to renew automatically thereafter for one-year terms if neither party provides advance written notice of its intent not to renew within a specified period of time.

This strategic relationship may be terminated by either party for material breach or other customary events.

The term of this strategic relationship was renewed to August 2021 and will continue to renew automatically thereafter for one-year terms if neither party provides advance written notice of its intent not to renew within a specified period of time.

Infrastructure

Our ability to execute depends on our highly sophisticated global technology software and hardware infrastructure.

As of December 31, 2019 , our global infrastructure included over 43,000 servers, including two Hadoop clusters, that comprise close to 9,800 servers providing a storage capacity exceeding 750,000 terabytes and 2,000 terabytes of random-access memory.

As of December 31, 2020, our global infrastructure included over 49,000 servers through a global network of nine data centers, including two Hadoop clusters, that comprise to 10,350 servers hosting 200,000 processing cores, providing a storage capacity exceeding 750,000 terabytes and 2,000 terabytes of random-access memory.

Our global infrastructure is divided into three independent geographic zones in the Americas, Asia-Pacific and EMEA.

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We use multiple-layered security controls to protect Criteo AI Engine and our data assets, including hardware- and software-based access controls for our source code and production systems, segregated networks for different components of our production systems and centralized production systems management.

Our client base consists primarily of companies in the retail, travel and classifieds verticals, which we refer to as "commerce companies" or "commerce clients", and includes some of the largest and most sophisticated commerce companies in the world.

Our client base for Criteo Marketing Solutions consists primarily of companies in the retail, travel and classifieds verticals, which we refer to as "commerce companies" or "commerce clients", and includes some of the largest and most sophisticated commerce companies in the world.

These companies range from large, global, diversified commerce companies to mid-sized regional companies.

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As of December 31, 2020, we had more than 21,000 clients (both commerce and consumer brand clients combined).

In 2019 , approximately 75% of our client relationships 1 were held directly with the client, whereby there was no advertising agency or any other third-party involved in our client relationship.

In 2020, approximately 68% of our client relationships were held directly with the client, whereby there was no advertising agency or any other third-party involved in our client relationship on the Criteo Marketing Solutions side of the business, whereas 49% of our Criteo Retail Media revenue comes from agencies.

We believe our business is not substantially dependent on any particular client or group of clients.

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There is no group of customers under common control or customers that are affiliates of each other constituting an aggregate amount equal to 10% or more of our consolidated revenues, the loss of which would have a material adverse effect on Criteo.

We define a client to be a unique party from whom we have received an insertion order and delivered an advertisement during the previous 12 months.

We count specific brands or divisions within the same business as distinct clients so long as those entities have signed separate insertion orders with us.

We define a client to be a unique party from whom we have received a signed contract or an insertion order and for whom we have delivered an advertisement or monetized an advertising inventory during the previous 12 months.

We count specific brands or divisions within the same business as distinct clients so long as those entities have separately signed insertion orders with us.

In the case of some solutions within Criteo Retail Media, we count the parent company of the brands as an individual client, even if several distinct brands pertaining to the same parent company have signed separate contracts or insertion orders with us.

On the other hand, we count a client who runs campaigns in multiple geographies as a single client, even though multiple insertion orders may be involved.

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The delineation between the large customer and midmarket categories is fluid and the Company may decide, from time to time, to move some clients from one category to another.

In 2018, we began a go-to-market transformation aimed at maximizing the commercial opportunity for our multi-solution offering.

As part of this go-to-market transformation, we have taken a more granular approach to the segmentation of our client base and have divided our existing and addressable clients into six segments, based on clients' size and business potential with us.

The top-two client segments belong to the large customer category and are serviced through a consultative approach delivered by a fully dedicated team of Criteo sales and account strategists.

The middle-two client segments belong to the midmarket category and are serviced by an integrated and largely automated telesales approach.

The lowest-two client segments also belong to the midmarket category and are meant to be entirely serviced through our self-service client platform, the self-registration and onboarding modules of which we started to roll out in 2019.

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1 Excluding Criteo Retail Media.

We may segment our client base in different ways in the future and adjust our go-to-market strategy accordingly.

Research and Development

We invest substantial resources in research and development to conduct fundamental research on artificial intelligence, machine-learning models, enhance the algorithms in Criteo AI Engine, develop new features and solutions, conduct quality assurance testing, improve our core technology and enhance our technology infrastructure.

Our engineering group is primarily located in research and development centers in Paris, France;

Grenoble, France;

Palo Alto, California (until early 2020) and Ann Arbor, Michigan.

Our engineering group is primarily located in research and development centers in Paris, France, Grenoble, France and Ann Arbor, Michigan.

We expect to continue to expand capabilities of our technology in the future and to invest significantly in continued research and development and new solutions efforts.

We had close to 700 employees primarily engaged Research and Development and Product as of December 31, 2019 .

We had 624 employees primarily engaged Research and Development and Product as of December 31, 2020.

Research and development expenses, including expenses related to the Product group, totaled $132.5 million, $172.6 million and $179.3 million for 2020, 2019 and 2018, respectively.

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Further, to the extent that our employees or consultants use intellectual property owned by others in their work for us, disputes may arise as to the rights to know-how and inventions relating thereto or resulting therefrom.

Finally, our trade secrets may otherwise become known or be independently discovered by competitors and unauthorized parties may attempt to copy aspects of the Criteo Platform or obtain and use information that we regard as proprietary.

As of December 31, 2019 , we held five patents issued by the U.S.

Finally, our trade secrets may otherwise become known or be independently discovered by competitors and unauthorized parties may attempt to copy aspects of the Criteo Commerce Media Platform or obtain and use information that we regard as proprietary.

As of December 31, 2020, we held sixteen patents issued by the U.S.

Patent and Trademark Office, one patent issued by the French Patent Office, one patent issued by the European Patent Office, one patent issued by the Japan Patent Office and one patent issued by the Korean Intellectual Property Office, and had filed 10 non-provisional U.S.

patent applications, five European patent applications and one international patent application under the Patent Cooperation Treaty.

patent applications and four European patent applications.

We also own and use registered and unregistered trademarks on or in connection with our products and services in numerous jurisdictions.

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The regulatory environment for the collection and use of consumer data by advertising networks, advertisers and publishers is frequently evolving in the United States, Europe and elsewhere.

The United States and foreign governments have enacted, considered or are considering legislation or regulations that could significantly restrict industry participants’ ability to collect, augment, analyze, use and share non-identifying data, such as by regulating the level of consumer notice and consent required before a company can utilize cookies or other tracking technologies.

The United States and foreign governments have enacted, considered or are considering legislation or regulations that could significantly restrict industry participants’ ability to collect, augment, analyze, use and share personal data, such as by regulating the level of consumer notice and consent required before a company can utilize cookies or other tracking technologies.

In the United States, at both the federal and state level, there are laws that govern activities such as the collection and use of data by companies like us.

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However, the US privacy law framework may be subject to significant evolutions in the near future both at a federal and at a state level.

At a federal level, law makers are currently considering the possibility of adopting a federal privacy law.

While we cannot anticipate the chances of success and potential output of this initiative, the State of California already passed a new law (the California Consumer Privacy Act) intended to better protect the privacy of consumers.

This new law came into force on January 1, 2020 and will notably impose more stringent obligations on companies regarding the level of information and control they provide to consumers about the collection and sharing of their data.

This act also offers the possibility to any consumer who has suffered a violation of this act to recover statutory damages and could therefore open the door to additional risks of individual and class-action lawsuits.

In addition, the Criteo Platform reaches users throughout the world, including in Europe, Australia, Canada, South America and Asia-Pacific.

At a federal level, lawmakers are currently considering the possibility of adopting a federal privacy law.

In 2018, the State of California adopted the California Consumer Privacy Act, or the CCPA.

The CCPA has been characterized as the first “GDPR-like” privacy statute to be enacted in the U.S.

because its scope, and a number of the key provisions, resemble the GDPR.

The CCPA establishes a new privacy framework for covered businesses by, among other requirements, creating an expanded definition of personal information, establishing new data privacy rights for consumers in the State of California, imposing special rules on the collection of personal data from minors, creating new notice obligations and new limits on the sale of personal information, and creating a new and potentially severe statutory damages framework for violations of the CCPA and for businesses that fail to implement reasonable security procedures and practices to prevent data breaches.

As currently enacted, we and partners in our industry have been required to comply with these requirements since January 1, 2020, when the CCPA became effective.

As with GDPR, the advertising technology marketplace may have to adapt to operating under the CCPA where it applies.

Our advertising or publishing partners may impose new CCPA restrictions with which we must adapt and comply.

This past November, the voters in California voted to pass the California Privacy Rights Act (“CPRA”), an Act that both amends and expands the scope of the CCPA.

The CPRA will become effective on January 1, 2023, with a look back period to January 1, 2022.

The CPRA creates new criteria by which businesses can be regulated, expands the definition of “personal information” to more closely match Europe, a new audit requirement, and the creation of an agency to oversee enforcement of the CPRA.

The CPRA also explicitly provides an opt-out right for cross-contextual behavioral advertising.

We cannot predict the timing or outcome of this adaptation or the effect on our business.

Adapting our business to the CCPA and the forthcoming new requirements under the CPRA could involve substantial resources and expense, and may cause us to divert resources from other aspects of our business, all of which may adversely affect our business.

In addition, the Criteo Commerce Media Platform reaches users throughout the world, including in Europe, Australia, Canada, South America and Asia-Pacific.

As a result, some of our activities may also be subject to the laws of foreign jurisdictions.

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jurisdictions.

In the European Union, the two main pillars of the data protection legal framework are the E-Privacy Directive (Directive on Privacy and Electronic Communications) and the General Data Protection Regulation, which was implemented in May 2018.

Directive 2002/581-EC (also called the E-Privacy Directive) was amended in November 2009 by Directive 2009/136/EC (the E-Privacy Directive Amendment) to introduce new requirements for EU companies like ours, along with advertisers and publishers, to present users with an information notice and obtain their consent prior to placing cookies or other tracking technologies for targeted advertising purposes.

As there were different transpositions of the E-Privacy Directive Amendment in domestic laws across the EU Member States, there are currently different interpretations of what constitutes valid consent (e.g.

explicit versus implied consent) across the EU, posing a risk of regulatory divergence and creating legal uncertainty for businesses.

The European institutions are in the process of examining a regulation proposal to review the E-Privacy Directive and the mechanisms for “cookie” consent are being re-discussed.

The regulation proposal, which has been discussed within the European Council Working Group for more than 2 years, was finally rejected by a large majority by the European Council at the COREPER meeting on November 22nd.

An amended proposal is expected to be prepared by the European Commission in the coming weeks/months and submitted to European Council for review.

In December 2016, the EU institutions reached an agreement on a draft regulation that was formally adopted in April 2016, referred to as the General Data Protection Regulation ("GDPR").

The E-Privacy Directive directs EU member states to ensure that accessing information on an Internet user’s computer, such as through a cookie and other similar technologies, is allowed only if the Internet user has been informed about such access and given his or her consent.

A recent ruling by the Court of Justice of the European Union clarified that such consent must be reflected by an affirmative act of the user, and European regulators are increasingly agitating for more robust forms of consent.

These developments may result in decreased reliance on implied consent mechanisms that have been used to meet requirements of the E-Privacy Directive in some markets.

A replacement for the E-Privacy Directive is currently under discussion by EU member states to complement and bring electronic communication services in line with the GDPR and force a harmonized approach across EU member states.

It is possible that the proposed e-privacy regulation could further raise the bar for the use of cookies and the fines and penalties for breach could be significant.

In December 2016, the EU institutions reached an agreement on the GDPR.

The GDPR has updated principles drawn from the 1995 Data Protection Directive while imposing new levels of sanctions for non-compliance.

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We believe that the regulation has no material impact on our business or the way our technologies operate.

However, GDPR is still a recent regulation with no established case law.

However, GDPR is still a relatively recent regulation with no established case law.

Therefore interpretations of the GDPR may vary, especially with respect to the articulation between GDPR (lex generali) and E-Privacy Directive (lex speciali) and the conditions for the collection of a valid "cookie" consent, and thus there can be no assurance that this will not have any particular impact on our business, technologies or practices in the medium to long term.

To illustrate this risk of different interpretations by the competent authorities, the Spanish Data Protection Authority (Agencia Espanola de Proteccion de Datos) recently published updated guidance in which it is stated that continuing to browse a website could constitute consent of a user for cookie tracking, while the French Data Protection Authority (Commission Nationale de l'Informatique et des Libertés) and UK Data Protection Authority (Information Commissioner's Office) are listing stricter requirements in their own updated guidance and seem to impose a very clear and specific statement of consent.

On January 14, 2020, CNIL published its draft recommendations on the use of cookies and other tracking technologies.

The draft recommendations provide that, when required, consent must be indicated by a clear and positive action of the data subject, such as by clicking on an “accept all” button on the first layer of the consent management platform.

On October 1, 2020, the French data protection authority ( Commission Nationale de l'Informatique et des Libertés , or CNIL) issued the final version of its guidelines on the use of cookies and other trackers and its final recommendations on modalities for obtaining users’ consent to store or read non-essential cookies and similar technologies on their devices.

The recommendations provide that, when required, consent must be indicated by a clear and positive action of the data subject, such as by clicking on an “accept all” button on the first layer of the consent management platform.

CNIL also noted that it should be as easy to refuse consent to the use of cookies as it is to accept consent, and a “refuse all” button should be present on the first layer of the consent management platform, equivalent to the “accept all” button in terms of size, position and color.

Further, the ability to withdraw consent must be readily available at all times.

The recommendations are not binding, nor are they intended to be prescriptive and exhaustive.

The recommendations were open to public consultation until February 25, 2020.

We expect that a final version of the recommendations will be submitted for adoption soon thereafter.

Companies have until March 2021 to ensure compliance with these guidelines.

As we continue to expand into other foreign jurisdictions, we may be subject to additional laws and regulations that may affect how we conduct business.

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Criteo became one of the first companies to broadly include an "Ad Choices" link in all the advertisements we deliver, which gives users access to clear, transparent, detailed and user-friendly information about personalized advertisements and the data practices associated with the advertisements they receive.

In addition, we provide consumers with an easy-to-use and easy-to-access mechanism to control their advertising experience and opt out of receiving targeted advertisements we deliver, either for all campaigns or for a specific client or specific period of time.

In addition, we provide consumers with an easy-to-use and easy-to-access mechanism to control their advertising experience and opt out of receiving targeted advertisements we deliver.

We believe that this transparent consumer-centric approach to privacy empowers consumers to make better-informed decisions about our use of their data.

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With respect to our inventory purchased through RTB exchanges, we utilize a mix of proprietary methodologies as well as third-party software to verify that inventory where the advertisement placement is shown conforms to our advertising guidelines and the content expectations and branding guidelines of our clients.

Govern m ent Regulation

Government Regulation

In addition to the laws and regulations governing privacy and data protection described above, we are subject to numerous domestic and foreign laws and regulations covering a wide variety of subject matters.

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The costs of compliance with these laws and regulations are high and are likely to increase in the future and any failure on our part to comply with these laws may subject us to significant liabilities and other penalties.

We compete in the broader market for digital advertising, primarily through Display Advertising.

Our market is complex, rapidly evolving, highly competitive, and still fragmented yet rapidly consolidating.

We face significant competition in this market, which we expect to intensify in the future, partially as a result of potential new entrants in our market, including but not limited to large well-established internet publishers and players, in particular as we continue to expand the breadth of the Criteo Platform.

We currently compete with large, well-established companies, such as Google, Amazon and Facebook, independent Demand-Side Platforms ("DSPs") such as The Trade Desk or MediaMath, as well as smaller, privately held companies.

We compete in the broader market for digital marketing and media monetization, primarily through Display Advertising.

Our market is complex, rapidly evolving, highly competitive, still fragmented and yet rapidly consolidating.

We currently compete with large, well-established companies, such as Amazon, Facebook, Google, and Microsoft, independent Demand-Side Platforms ("DSPs"), such as The Trade Desk or MediaMath, as well as smaller, privately held companies.

Potential competition could emerge from large enterprise marketing platforms, like Adobe Systems Inc.

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We believe the principal competitive factors in our industry include:

access to granular data, in particular commerce data, on a large scale;

technology-based ability to activate data, in particular commerce data, for multiple marketing goals, including customer conversion;

• access to granular commerce data on a large scale;

• technology-based ability to activate data, in particular commerce data, for multiple digital marketing and media monetization goals, along the entire consumer journey;

• technology-based ability to generate advertisers' desired business outcomes, including, but not limited to, high return on advertising spend at scale;

relevance and breadth of solutions to address numerous marketing goals;

breadth and depth of consumer reach;

advertiser control over the objectives, parameters and performance of their advertising campaigns through a modular, flexible and easy-to-use self-service interface;

• relevance and breadth of solutions to address numerous digital marketing and media monetization goals;

• breadth and depth of consumer reach, including across the open Internet;

• marketer and publisher control over the objectives, parameters and performance of their advertising campaigns through modular, flexible and easy-to-use tools and services available on a self-service interface;

• measurability of the advertising spend performance, based on clear and transparent measurement metrics;

• completeness and effectiveness of solutions across digital devices, commerce and advertising environments, platforms and operating systems, advertising channels and publisher environments;

transparency of pricing models, aligning with the value propositions provided to advertisers;

• transparency of pricing models, aligning with the value propositions provided to marketers;

• openness, transparency, security and fairness of data sharing and data management practices;

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• commitment to data protection and user privacy;

We believe that we are well positioned with respect to all of these factors and expect to continue to capture an increasing share of digital advertising budgets worldwide.

• ease of use.

We believe that we are well positioned with respect to all of these factors and expect to continue to capture an increasing share of digital marketing and media monetization budgets worldwide.

Our client base consists primarily of commerce of companies in the Retail, Travel and Classifieds industries, which we refer to as “commerce companies” or “commerce clients”.

In the digital retail industry in particular, many businesses devote the largest portion of their advertising spend to the fourth quarter of the calendar year, to coincide with increased holiday spending by consumers.

In the digital Retail industry and the consumer brand verticals in particular, many businesses devote the largest portion of their advertising spend to the fourth quarter of the calendar year, to coincide with increased holiday spending by consumers.

With respect to Criteo Retail Media, the concentration of advertising spend in the fourth quarter of the calendar year may be particularly pronounced.

Our commerce clients in the retail industry typically conduct fewer advertising campaigns in the first and second quarters than they do in other quarters, while our commerce clients in the travel industry typically increase their travel campaigns in the first and third quarters and conduct fewer advertising campaigns in the second quarter.

Our Retail clients typically conduct fewer advertising campaigns in the first and second quarters than they do in other quarters, while our Travel clients typically increase their travel campaigns in the first and third quarters and conduct fewer advertising campaigns in the second quarter.

As a result, our revenue tends to be seasonal in nature.

If the seasonal fluctuations become more pronounced, our operating cash flows could fluctuate materially from period to period.

Employees and Human Capital Management

As of December 31, 2020, we had 2,594 employees.

Our employees employed by French entities (1,032 employees) are represented by a labor union, employee representative bodies (works' council, employee delegates and a health and safety committee) and covered by collective bargaining agreements.

Our employees employed by French entities (1,006 employees) are represented by a labor union and employee representative bodies (works' council, employee delegates and a health and safety committee) and covered by collective bargaining agreements.

We consider labor relations to be good and have not experienced any work stoppages, slowdowns or other serious labor problems that have materially impeded our business operations.

We have a demonstrated history of commitment to the well-being and success of our workforce, and our company is driven by our core values of “open, together and impactful”.

Attracting and retaining top talent is a key objective at Criteo, and we invest significantly in talent acquisition.

Employee health and safety is a priority for Criteo.

We devote time and efforts across all of our locations to provide positive working conditions, work-life balance and the healthiest office environment for our employees.

We value diversity in the workforce.

For example, as of December 31, 2020, 41% of our 2,594 employees were female.

Further, we have a global roadmap for gender equality and have internal dashboards dedicated to that purpose.

We also have a diversity and inclusion roadmap, focused on areas such as social diversity, disability and ethnic diversity.

We also have seven Employees Resource Groups who carry out awareness projects around diversity & inclusion and environmental topics.

Additionally, we strive to provide exceptional training opportunities and development programs for our employees.

In 2020, over 30,000 training hours were delivered to our employees.

To assess and improve employee retention and engagement, we periodically survey employees, and take action to address areas of employee concern.

In 2020, we carried out two employee surveys specific to COVID-19 concerns, soliciting feedback on a wide range of topics from well-being to productivity to social links with other employees.

Financial Information about Segments and Regions

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What changed 10-K

Item 1. Business