What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-02-25 compared with 2021-02-26 · 224 added, 248 removed, 1531 unchanged (24% of the section changed)

23 unchanged sentences

Other Information

On February 25, 2021, the board of directors amended and restated the By-laws ( statuts ) of the Company, effective immediately.

Article 6 of the By-laws has been amended to provide that, as of the date of the amendment, the Company has a share capital of €1,656,802.65, divided into 66,272,106 shares with a par value of €0.025 each, increased from €1,651,008.05, divided into 66,040,322 shares with a par value of €0.025 each.

The foregoing description is qualified in its entirety by the amended By-laws, the English translation of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Not applicable.

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

Not applicable.

Directors, Executive Officers and Corporate Governance

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8-K 001-36153 2.1 October 4, 2016

By-laws ( statuts ) (English translation)

Form of Deposit Agreement, including the Form of American Depositary Receipt

F-1 333-191223 4.1 October 2, 2013

Framework Purchase Agreement, dated as of December 22, 2021, by and among the Company, Sellers, Mr.

Ljubisa Bogunovic in his capacity as trustee of the “IW General Management Trust” and Mr.

Boris Mouzykantskii

8-K 001-36153 2.1 December 22, 2021

Updated By-laws ( statuts ) (English translation)

Amended and Restated Deposit Agreement, dated as of December 28, 2021, among the Company, the Bank of New York Mellon, as depositary, and all owners and holders from time to time of American Depositary Shares issued thereunder

8-K 001-36153

4.1 December 29, 2021

Agreement to Furnish Debt Instruments

1 unchanged sentence

10-K 001-36153 4.3 March 2, 2020

Commercial Lease between Orosdi and the registrant dated January 20, 2012 (English translation)

F-1 333-191223 10.1 October 2, 2013

Form of Registration Rights Agreement by and among the registrant and certain investors signatory thereto, dated as of August 30, 2013

F-1 333-191223 10.3 October 23, 2013

Non-Compete Agreement between the registrant and each of Messrs.

1 unchanged sentence

F-1 333-191223 10.5 October 2, 2013

Stock Option Plans—2009, 2010, 2011, 2012, 2013 (including forms of Stock Option Grant Agreement and Exercise Notice)

F-1 333-191223 10.6 October 2, 2013

2014 Stock Option Plan (including forms of Stock Option Grant Agreement and Exercise Notice)

S-8 333-197373 99.1 July 11, 2014

Amended 2016 Stock Option Plan (including form of Stock Option Grant Agreement and Exercise Notice) (English Translation)

Amended 2016 Stock Option Plan (including forms of Stock Option Grant Agreement and Exercise Notice) (English Translation)

S-8 333-258256 99.1 July 29, 2021

3 unchanged sentences

10-K 001-36153 10.9 March 1, 2017

Incorporated by Reference

Exhibit Description Schedule/ Form File Number Exhibit File Date

Summary of BSPCE Plan

2 unchanged sentences

F-1 333-191223 10.11 September 18, 2013

Amended and Restated 2015 Performance-Based Free Share Plan (including form of Allocation Letter) (English Translation)

Incorporated by Reference

Exhibit Description Schedule/ Form File Number Exhibit File Date

Amended and Restated 2015 Time-Based Restricted Stock Units Plan (including form of Grant Letter) (English Translation)

S-8 333-258256 99.2 July 29, 2021

Amended and Restated 2015 Time-Based Free Share Plan (including form of Allocation Letter) (English Translation)

Amended and Restated 2015 Performance-Based Restricted Stock Units Plan (including form of Grant Letter) (English Translation)

S-8 333-258256 99.3 July 29, 2021

3 unchanged sentences

8-K 001-36153 10.1 September 3, 2020

Amendment to Offer Letter between Criteo Corp.

and Sarah Glickman, dated August 27, 2020

10-Q 001-36153 10.1 May 5, 2021

Amendment and Restatement Agreement, dated as of March 29, 2017, by and among the registrant, as borrower, and BNP Paribas, Crédit Lyonnais (LCL), HSBC France, Natixis and Société Générale Corporate & Investment Banking

8 unchanged sentences

10-K 001-36153 10.19 March 2, 2020

Consulting Agreement between the Company and Dave Anderson, dated May 14, 2020

10-Q 001-36153 10.1 July 31, 2020

Amendment to Consulting Agreement between the Company and Dave Anderson, dated November 29, 2020

List of Subsidiaries

Consent of Deloitte & Associés

Incorporated by Reference

Exhibit Description Schedule/ Form File Number Exhibit File Date

Certificate of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

2 unchanged sentences

§1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Incorporated by Reference

Exhibit Description Schedule/ Form File Number Exhibit File Date

101# The following financial statements from Criteo S.A.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, formatted in iXBRL (Inline Extensible Business Reporting Language):

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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities and on the dates indicated below.

/s/ Megan Clarken Chief Executive Officer

/s/ Megan Clarken Chief Executive Officer and Director

(Principal Executive Officer) February 25, 2022

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Index to Consolidated Financial Statements

Reports of Deloitte & Associés, Independent Registered Public Accounting Firm

Reports of Deloitte & Associés, Independent Registered Public Accounting Firm (PCAOB ID No.

Consolidated Statements of Financial Position as of December 31, 2021 and 2020

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Critical Audit Matter Description

The Company’s revenue consists primarily of selling personalized display advertisements featuring product-level recommendations either directly to clients or to advertising agencies.

This is achieved by converting the Company’s clients’ website visitors into customers, enabling the Company to charge its clients when users engage with an ad the Company delivers, either by clicking on it (cost-per-click basis), or through installing an application by clicking on an ad that the Company delivers (cost-per-install).

The Company’s revenue consists of selling personalized display advertisements featuring product-level recommendations either directly to clients or to advertising agencies.

This is primarily achieved by converting the Company’s clients’ website visitors into customers, enabling the Company to charge its clients when users engage with an ad the Company delivers, either by clicking on it (cost-per-click basis), or through installing an application by clicking on an ad that the Company delivers (cost-per-install).

Because of the nature of the Company’s revenue, which is made up of a significant volume of low-dollar value transactions, sourced from multiple databases and other tools, the Company uses highly automated systems to process and record its revenue transactions.

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• Tested internal controls within the relevant revenue business process, including those in place to reconcile the various applications to the Company’s general ledger.

• Tested the underlying data of the revenue transactions by agreeing the amounts recognized in the financial statements to the source transactional systems and tested the mathematical accuracy of the recorded revenue.

/s/ Deloitte & Associés

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Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting.

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

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Notes 2021 2020

(in thousands)

Assets (in thousands)

Current assets:

Cash and cash equivalents 5 $ 515,527 $ 488,011

Trade receivables, net of allowances of $ 39.9 million and $ 16.1 million as of December 2020 and 2019, respectively.

Trade receivables, net of allowances of $ 45.4 million and $ 39.9 million as of December 31, 2021 and December 31, 2020, respectively.

6 581,988 474,055

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Other current assets 7 34,182 21,405

Marketable securities - current portion 50,299 —

Total current assets 1,264,168 1,064,550

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Right of use asset - operating lease 14 120,257 114,012

Marketable securities 41,809 —

Marketable securities - non current portion 5,000 41,809

Non-current financial assets 11 6,436 18,109

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Income from operations 151,877 108,825 141,214

Financial expense 20 ( 1,939 ) ( 5,749 ) ( 5,084 )

Financial and Other Income (Expense) 21 1,939 ( 1,939 ) ( 5,749 )

Income before taxes 153,816 106,886 135,465

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Net income $ 137,647 $ 74,689 $ 95,969

Other comprehensive income (loss):

Foreign currency translation differences, net of taxes ( 61,406 ) 53,213 ( 8,070 )

20 unchanged sentences

Change in treasury stock ( 1,594,288 ) ( 45 ) ( 444,554 ) 4,259 ( 36,091 ) ( 296 ) ( 26,710 ) ( 58,883 ) — ( 58,883 )

— — ( 3,459,119 ) ( 79,159 ) — — — ( 79,159 ) — ( 79,159 )

Shared-based compensation — — — — 39,399 — — 39,399 214 39,613

Other changes in equity — — — — ( 29 ) 330 ( 179 ) 122 727 849

— 45 — — 4,201 4 ( 985 ) 3,265 — 3,265

Balance at December 31, 2019 66,197,181 $ 2,158 ( 3,903,673 ) $ ( 74,900 ) $ 668,389 $ ( 40,105 ) $ 451,725 $ 1,007,267 $ 30,721 $ 1,037,988

3 unchanged sentences

Change in treasury stock — — ( 1,728,863 ) ( 14,570 ) — — ( 29,017 ) ( 43,587 ) — ( 43,587 )

( 1,594,288 ) ( 45 ) ( 444,554 ) 4,259 ( 36,091 ) ( 296 ) ( 26,710 ) ( 58,883 ) — ( 58,883 )

Shared-based compensation — — — — 26,913 — — 26,913 188 27,101

Other changes in equity (1)

( 156,859 ) ( 5 ) — — ( 4,066 ) — ( 3,028 ) ( 3,199 ) ( 147 ) ( 3,346 )

Balance at December 31, 2020 66,272,106 $ 2,161 ( 5,632,536 ) $ ( 85,570 ) $ 693,164 $ 16,028 $ 491,359 $ 1,117,142 $ 35,545 $ 1,152,687

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Other changes in equity — — — — — 23 — 23 — 23

( 156,859 ) ( 5 ) — 3,900 ( 4,066 ) — ( 3,028 ) ( 3,199 ) ( 147 ) ( 3,346 )

Balance at December 31, 2021 65,883,347 $ 2,149 ( 5,207,873 ) $ ( 131,560 ) $ 731,248 $ ( 40,294 ) $ 601,588 $ 1,163,131 $ 35,189 $ 1,198,320

(1) Share repurchase program (see note 2)

(1) Includes deferred consideration in the context of Storetail Marketing Services SAS acquisition in 2018 and 2020 and from January 1, 2020, the adoption of ASU 2016-13, Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments , which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost issued by the Financial Accounting Standards Board (FASB).

(2) On February 5, 2021 Criteo's Board of Directors authorized a share repurchase program of up to $ 175.0 million of the Company's outstanding American Depositary Shares.

The change in treasury stocks is comprised of 2,647,742 shares repurchased at an average price of $ 37.99 offset by 1,573,696 treasury shares used for RSUs vesting and 1,498,709 treasury shares cancelled.

The accompanying notes form an integral part of these consolidated financial statements.

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Basis of Preparation

We prepared the consolidated financial statements in accordance with the U.S generally accepted accounting principles (“U.S.

We prepared the consolidated financial statements in accordance with the U.S.

generally accepted accounting principles (“U.S.

The consolidated financial statements include the accounts of Criteo S.A and its wholly owned subsidiaries.

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Criteo Finance SAS France 100 % 100 % 100 % 100 % Fully consolidated

Storetail Marketing Services SAS (1)

France — % — % 100 % 100 % N/A

Criteo Technology France 100 % 100 % — % — % Fully consolidated

Condigolabs SAS France 40 % 40 % 40 % 40 % Fully consolidated

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Criteo Ltd United Kingdom 100 % 100 % 100 % 100 % Fully consolidated

Storetail Marketing Services Ltd United Kingdom — % — % 100 % 100 % N/A

United States 100 % 100 % 100 % 100 % Fully consolidated

United States — % — % 100 % 100 % N/A

Madyourself Technologies, Inc.

United States 100 % 100 % 100 % 100 % Fully consolidated

Doobe In Site Ltd.

Israel 100 % 100 % — % — % Fully consolidated

Criteo GmbH Germany 100 % 100 % 100 % 100 % Fully consolidated

3 unchanged sentences

Criteo KK Japan 66 % 66 % 66 % 66 % Fully consolidated

Criteo Do Brasil LTDA Brazil 100 % 100 % 100 % 100 % Fully consolidated

Criteo do Brasil Desenvolvime nto De Serviços De Internet LTDA.

Brazil 100 % 100 % 100 % 100 % Fully consolidated

Criteo BV The Netherlands 100 % 100 % 100 % 100 % Fully consolidated

Criteo Pty Australia 100 % 100 % 100 % 100 % Fully consolidated

Criteo Australia Pty Ltd Australia 100 % 100 % 100 % 100 % Fully consolidated

Criteo Srl Italy 100 % 100 % 100 % 100 % Fully consolidated

4 unchanged sentences

Criteo LLC Russia 100 % 100 % 100 % 100 % Fully consolidated

Criteo Europa S.L.

Criteo Europa MM S.L.

Spain 100 % 100 % 100 % 100 % Fully consolidated

Criteo Espana S.L.

Criteo España S.L.

Spain 100 % 100 % 100 % 100 % Fully consolidated

Storetail Marketing Services S.L.U (3)

Spain — % — % 100 % 100 % N/A

Criteo Canada Corp.

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India 100 % 100 % 100 % 100 % Fully consolidated

(1) merged with Criteo S.A

(2) merged with Criteo Corp.

(3) merged with Criteo Espana S.L.

Gemini HoldCo, LLC United States 100 % 100 % 100 % 100 % Fully consolidated

Functional Currency and Translation of Financial Statements in Foreign Currency

18 unchanged sentences

(1) revenue recognition criteria (2) allowances for credit losses, (3) research tax credits (4) income taxes, including i) recognition of deferred tax assets arising from the subsidiaries projected taxable profit for future years, ii) evaluation of uncertain tax positions associated with our transfer pricing policy and iii) recognition of income tax position in respect with tax reforms recently enacted in countries we operate, (5) assumptions used in valuing acquired assets and assumed liabilities in business combinations, (6) assumptions used in the valuation of goodwill, intangible assets and right of use assets - operating lease, and (7) assumptions used in the valuation model to determine the fair value of share-based compensation plan.

The severity, magnitude, duration and after effects of the COVID-19 pandemic on general economic conditions increase uncertainty associated with these estimates, in particular those related to allowance for credit losses, assumptions used in the valuation of goodwill and estimates relating to income taxes.

The spread of COVID-19 and the various attempts to contain it have continued to create volatility, uncertainty and economic disruption to global society, economics, financial markets and business practices and increase the uncertainty associated with these estimates, in particular those related to allowance for credit losses, assumptions used in the valuation of goodwill and estimates relating to income taxes.

Business combinations

28 unchanged sentences

Goodwill is not amortized and is tested for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

The Company has determined that it operates as a single reporting unit and has selected December 31 as the date to perform its annual impairment test.

In the impairment assessment of its goodwill, the Company performs an impairment test, which involves assumptions regarding estimated future cash flows to be derived from the Company The estimated future cash flows are used to derive the fair value of the reporting unit, which is then compared to its net book value, including goodwill .

The Company has determined that it operates as two single reporting units and has selected December 31 as the date to perform its annual impairment test.

Goodwill has been allocated to these two segments using a relative fair value allocation approach.

In the impairment assessment of its goodwill, the Company performs an impairment test, which involves assumptions regarding estimated future cash flows to be derived from the Company.

The estimated future cash flows are used to derive the fair value of the reporting unit, which is then compared to its net book value, including goodwill .

If these estimates or their related assumptions change in the future, the Company may be required to record impairment for these assets.

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We lease space under non-cancellable operating leases for our offices and data centers.

Our office leases typically include rent free periods or rent escalation periods, and may also include leasehold improvement incentives.

Leases for data centers may also include rent free periods or rent escalation periods.

These leases typically do not include residual value guarantees.

Our office leases typically include rent free periods and rent escalation periods, and may also include leasehold improvement incentives.

Leases for data centers may also include rent free periods and rent escalation periods.

Our leases typically do not include residual value guarantees.

Both office and data center leases may contain both lease components (rent) and non-lease components (maintenance, electrical costs, and other service charges).

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Lease expense is recognized for minimum lease payments on a straight-line basis over the lease term.

Variable costs are expensed in the period incurred.

Variable expenses include changes in indexation.

Leases for data centers may have variable costs based on electrical usage.

Variable costs include changes in indexation and are expensed in the period incurred.

We chose to use certain practical expedients offered by the standard including:

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Subsequently they are measured at amortized cost using the effective interest method.

We carry our accounts receivable at original invoiced amount less an allowance for any potential uncollectible amounts .

The Company carries the accounts receivable at original invoiced amount less an allowance for any potential uncollectible amounts.

Receivables are presented on a gross basis and are not netted against the payments we are required to make to advertising inventory publishers.

Management makes estimates of expected credit trends for the allowance for credit losses based on, among other factors, a past history of collections, current credit conditions, the aging of the receivables, past history of write downs, credit quality of our customers, current economic conditions, and reasonable and supportable forecasts of future economic conditions.

60 unchanged sentences

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

We also have multiple pricing models which now include cost plus margin models in addition to cost-per-click, cost-per-install and cost-per-impression pricing models.

We have multiple pricing models which now include percentage of spend models in addition to cost-per-click, cost-per-install and cost-per-impression pricing models.

Cost-per-click, cost-per-install and cost-per-impression pricing models

We recognize revenues when we transfer control of promised services directly to our clients or to advertising agencies, which we collectively refer to as our clients, in an amount that reflects the consideration to which we expect to be entitled to in exchange for those services.

For campaigns priced on a cost-per-click, cost-per-install basis and cost plus margin basis, we bill our clients when a user clicks on an advertisement we deliver or installs an application by clicking on an advertisement we delivered, respectively.

For these pricing models, we recognize revenue when a user clicks on an advertisement or installs an application.

For campaigns priced on a cost-per-click, cost-per-install basis, we bill our clients when a user clicks on an advertisement we deliver or installs an application by clicking on an advertisement we delivered, respectively.

For these pricing models, we recognize revenue when a user clicks on an advertisement or installs an application, as we consider the delivery of clicks or installs our performance obligation.

For campaigns priced on a cost-per-impression basis, we bill our clients based on the number of times an advertisement is displayed to a user.

For this pricing model, we recognize revenue when an advertisement is displayed.

For campaigns with a fixed pricing component, where fixed amounts are billed to the customer at various intervals, we recognize revenue on a ratable basis, based on our completion of our performance obligation to the customer.

We mainly act as principal in our arrangements because (i) we control the advertising inventory before it is transferred to our clients;

(ii) we bear sole responsibility for fulfillment of the advertising promise and inventory risks and (iii) we have full discretion in establishing prices.

Therefore, based on these factors, we report revenue earned and the related costs incurred on a gross basis.

For this pricing model, we recognize revenue when an advertisement is displayed as we consider the display of advertisements our performance obligation.

Percentage of spend models

Criteo's Retail Media Platform enables the buying and selling of retail media with an end-to-end, self-service platform geared toward our brand, agency and retailer customers and is priced using a percentage of spend model.

We generate revenues when we provide a platform for the purchase and sale of retail media digital advertising inventory.

The platform connects sellers and buyers of retail media inventory, in an online marketplace.

Retailers provide advertising inventory to the platform and brands and agencies bid on the retailers digital advertising inventory.

Winning bids can create advertising, or paid impressions, which retailers display to their website visitors.

The total volume of spending between buyers and sellers on the Company's platform is referred to as working media spend.

We charge both the brands and agencies and retailers a fee, based on a percentage of working media spend, for the use of our platform.

We recognize revenue when an ad is displayed or clicked on.

Agent vs Principal

When a third-party is involved in the delivery of our services to the client, through the supply of digital advertising inventory, we assess whether we act as principal or agent in the arrangement.

The assessment is based on the degree we control the specified services at any time before they are transferred to the customer.

The determination of whether we are acting as principal or agent requires judgment.

We act as principal in our Criteo Marketing Solutions arrangements because (i) we control the advertising inventory before it is transferred to our clients;

(ii) we bear sole responsibility in fulfillment of the advertising promise and bear inventory risks and (iii) we have full discretion in establishing prices.

Therefore, based on these and other factors, we have determined that we act as principal for our Criteo Marketing Solutions engagements and accordingly report the revenue earned and related costs incurred on a gross basis.

We act either as principal or as agent in our Criteo Retail Media solutions.

For the arrangements related to transactions using our legacy Retail Media solutions, we consider that we act as principal, as we exercise significant control over the client’s advertising campaign.

For arrangements related to transactions using our Retail Media Platform, a self-service solution providing transparency, measurement and control to our brand, agency and retailer customers, we act as agent, because we (i) do not control the advertising inventory before it is transferred to our clients, (ii) do not have inventory risks because we do not purchase the inventory upfront and (iii) have limited discretion in establishing prices as we charge a platform fee based on a percentage of the digital advertising inventory purchased through the use of the platform.

Therefore, we report the revenue earned and related costs incurred by the Retail Media Platform solution on a net basis.

Customer Credit Notes

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We recognize cost of revenue on a publisher by publisher basis as incurred.

Costs owed to publishers but not yet paid are recorded in our Consolidated Statements of Financial Position as trade payables and other current liabilities.

For some solutions within Criteo Retail Media, we pay for the inventory of our ecommerce retailer partners on a revenue sharing basis, effectively paying the retailers a portion of the click-based revenue generated by user clicks on the sponsored products advertisements displaying the products of our brand manufacturer clients.

Costs owed to publishers but not yet paid are recorded in our Consolidated Statements of Financial Position as trade payables.

For solutions within Criteo Retail Media, we pay for the inventory of our retailer partners on a revenue sharing basis, effectively paying the retailers a portion of the click-based revenue generated by user clicks on the sponsored products advertisements or impressions on the commerce display advertisements displaying the products of our consumer brand clients.

Other Cost of Revenue .

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Segment information reported is built on the basis of internal management data used for performance analysis of businesses and for the allocation of resources (management approach).

An operating segment is a component of the Company for which separate financial information is available that is evaluated regularly by our Chief Decision Maker in deciding how to allocate resources and assessing performance.

An operating segment is a component of the Company for which separate financial information is available that is evaluated regularly by our Chief Operating Decision Maker in deciding how to allocate resources and assessing performance.

Our chief operating decision-maker is our CEO.

The CEO reviews consolidated data for revenue, revenue excluding traffic acquisition costs (revenue ex-TAC) and Adjusted EBITDA (earnings before financial income (expense), income taxes, depreciation and amortization, adjusted to eliminate the impact of equity awards compensation expense, pension service costs, restructuring related and transformation costs, acquisition-related costs and deferred price consideration) for the purposes of allocating resources and evaluating financial performance.

We have concluded that our operations constitute one operating and reportable segment.

The CEO reviews Contribution ex-TAC, primarily at a solution level, for the purposes of allocating resources and evaluating financial performance.

Contribution ex-TAC is Criteo's profitability measure and reflects the Company's gross profit plus other costs of revenue.

Commencing with December 31, 2021, we have concluded that our operations constitute two operating and reportable segments:

Marketing Solutions and Retail Media.

Earnings Per Share

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Accounting Pronouncements adopted in 2021

Effective January 1, 2020, we have adopted the Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") No.

2016-13, Financial Instruments-Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments , which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost.

ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model which requires the use of forward-looking information to calculate credit loss estimates.

This results in earlier recognition of credit losses.

We measure loss allowances for all trade receivables using the lifetime expected credit loss approach, as described above.

The expected credit losses on these financial assets are estimated using a provision matrix based on the Company’s historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date.

Effective January 1, 2020, we have adopted ASU 2017-04, Goodwill and Other (Topic 350) .

ASU 2017-04 simplifies the subsequent measurement of goodwill and reduces the cost and complexity of evaluating goodwill for impairment.

It eliminates the need for entities to calculate the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination.

Under this amendment, an entity will perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount.

An impairment charge is recognized for the amount by which the carrying value exceeds the reporting unit's fair value.

The adoption of the ASU did not have an impact on our financial position or results of operations as we did not recognize an impairment loss during the period.

Effective January 1, 2020, we have adopted ASU 2018-15, Intangibles - Goodwill and Other - Internal Use Software - Customer’s Accounting for Implementation Costs incurred in a Cloud Computing Arrangement That is a Service Contract .

This ASU was issued to clarify the accounting for implementation costs incurred for SaaS agreements.

Previously the guidance only referred to development of internal use software and the accounting for SaaS agreements was not clarified.

This ASU states that any capitalized implementation costs would be included in prepaid expenses, amortized over the term of the hosting arrangement on a straight-line basis and presented in the same line items in the Consolidated Statement of Income as the expense for fees of the associated hosting arrangements.

The adoption of the standard did not have an impact on our financial position or results of operations, however, it did have a minor impact on expense classification in current and future periods.

Recent Accounting Pronouncements

In August 2018, the FASB issued ASU 2018 - 14, Compensation - Retirement Benefits - Defined Benefit Plans - General.

Effective January 1, 2021, we have adopted the Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") No.2019-12, Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes (ASU 2019-12), which simplifies the accounting for income taxes.

The adoption of this new standard did not have a material impact on our consolidated financial statements.

Effective January 1, 2021, we have adopted the FASB ASU No.

2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General.

The purpose of this update is to modify disclosure requirements for Defined Benefit Plans.

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It adds disclosure requirements for the items such as an explanation of the reasons for significant gains and losses related to changes in the benefit obligation for the period.

We intend to adopt the standard on the effective date of January 1, 2021.

The adoption of ASU 2018-14 is not expected to have a material impact on our financial position or results of operations but may have an impact on our disclosures.

In December 2019, the FASB issued ASU.

2019-12, Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes.

We intend to adopt the standard on the effective date of January 1, 2021.

The adoption of ASU 2019-12 is not expected to have a material impact on our financial position, results of operations or on our disclosures.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s Consolidated Financial Statements upon adoption.

The adoption of this new standard did not have a material impact on our consolidated financial statements.

Recent Accounting Pronouncements

Accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s Consolidated Financial Statements upon adoption.

Significant Events and Transactions of the Period

Share repurchase programs

On October 25, 2018 Criteo's Board of Directors authorized a share repurchase program of up to $ 80.0 million of the Company’s outstanding American Depositary Shares.

As of December 31, 2018, 3.5 million shares were held as treasury shares.

We completed this share repurchase program in 2018.

On February 8, 2019, the Board of Directors authorized the reduction of capital resulting in the formal retirement of 1.6 million treasury shares.

On July 26, 2019, Criteo's Board of Directors authorized a share repurchase program of up to $ 80.0 million of the Company's outstanding American Depositary Shares.

As of December 31, 2019, 3.2 million shares were held as treasury shares as part of the share repurchase program authorized on July 26, 2019.

We completed this share repurchase program in February 2020.

As of December 31, 2019, we have 3.9 million treasury shares remaining which may be used to satisfy the company's obligations under its employee equity plans upon RSU vesting in lieu of issuing new shares, and for M&A activity.

On April 23, 2020, Criteo's Board of Directors authorized a share repurchase program of up to $ 30.0 million of the Company's outstanding American Depositary Shares.

We completed this share repurchase program in July 2020.

As of December 31, 2020 we had 5.6 million treasury shares remaining which may be used to satisfy the Company's obligations under its employee equity plan upon RSU vesting in place of issuing new shares, and for any potential M&A activity.

Number of Treasury Shares Amount

(in thousands)

Balance at January 1 , 2019 3,459,119 $ 79,159

Treasury Shares Retired ( 1,594,288 ) ( 36,137 )

Treasury Shares Repurchased to use for M&A or RSU Vesting 1,498,709 28,452

Treasury Shares Repurchased to use for RSU Vesting 1,743,223 30,136

Treasury Shares Issued for RSU Vesting ( 1,203,090 ) ( 26,710 )

Balance at December 31, 2019 3,903,673 $ 74,900

Treasury Shares Repurchased to use for RSU Vesting 3,358,068 $ 43,655

Treasury Shares Issued for RSU Vesting ( 1,472,346 ) $ ( 29,085 )

Treasury Shares Issued for M&A ( 156,859 ) ( 3,900 )

Balance at December 31, 2020 5,632,536 $ 85,570

Cessation of our R&D operations in Palo Alto

On October 7, 2019, in connection with the new organization structure, the Company announced a plan to restructure its R&D activities with the closing of its R&D operations in Palo Alto.

The Company incurred additional net restructuring costs of $ 0.1 million and $ 0.6 million for the three and twelve months ended December 31, 2020, respectively, comprising of payroll expenses included in Research and Development expenses.

The following table summarizes restructuring activities as of December 31, 2020 included in other current liabilities on the balance sheet :

Restructuring Liability

(in thousands)

Restructuring liability - January 1, 2020 $ 5,581

Restructuring costs 633

Amounts paid ( 5,932 )

Restructuring liability - December 31, 2020 $ 282

Termination of the Palo Alto Lease

During the year ended December 31, 2020, we early terminated the Palo Alto lease, originally expiring in 2027.

We incurred broker fees and termination penalties of $ 4.6 million in connection with this transaction.

The net impact of write-offs of the right of use assets, lease liabilities, and fixed assets associated with the lease was nil.

For the three and twelve months ended December 31, 2020, $ 0 million and $ 1.5 million, respectively, was included in Research and Development expenses, $ 0 million and $ 0.8 million was included in General and Administrative expenses and $ 0 million and $ 2.3 million was included in Sales and Operations expenses.

New organization structure

As part of a new organization structure designed to best support our multi-product platform strategy and accelerate execution, commenced in the year ended December 31, 2019, the Company incurred net restructuring costs of $ 1.4 million and $ 5.3 million for the three and twelve month periods ended December 31, 2020, respectively, comprising of payroll expenses.

For the three and twelve month periods ended December 31, 2020, respectively, $ 0.3 million and $ 0.5 million was included in Research and Development expenses, $( 0.3 ) million and $ 0.9 million was included in General and Administrative expenses and $ 1.4 million and $ 3.9 million was included in Sales and Operations expenses.

The following table summarizes restructuring activities as of December 31, 2020 included in other current liabilities on the balance sheet:

Twelve Months Ended

December 31, 2020

Restructuring

On February 1, 2021, the Company announced a plan to restructure its workforce across functions and regions to better align with the Company's evolution.

We expect the plan will be completed by March 31, 2022.

The Company recorded $ 4.5 million of restructuring charges for severance related to this plan during the twelve months ended December 31, 2021.

For the period ended December 31, 2021, $ 3.4 million was included in Sales and Operations expenses, $ 1.0 million was included in General and Administrative expenses and $ 0.1 million was included in Research and Development expenses.

The following table presents the breakdown of restructuring liability as of December 31, 2021, presented as part of employees related payables on the balance sheet:

(in thousands)

3 unchanged sentences

Restructuring liability - December 31, 2021 469

Changes in Group funding

In September 2015, Criteo S.A.

entered into a Multicurrency Revolving Facility Agreement for general purposes of the Group including the funding of business combinations.

In March 2017, the maximum amount available under this RCF was increased to € 350 million ($ 429.5 million).

On May 4, 2020, Criteo decided to draw € 140 million ($ 153.2 million) under its RCF credit facility for general purposes.

This six month drawdown of € 140 million ($ 159.9 million) was fully reimbursed on November 4, 2020.

In addition, the parties to the RCF agreement have agreed to extend the term of the agreement for one additional year, from March 2022 to March 2023, composed of a € 350 million ($ 429 million) commitment through March 2022, and a € 294 million ($ 360.8 million) commitment from the end of March 2022 through March 2023.

Changes in Group financial investments

In December 2020, $ 5.0 million was invested in a 24 month term deposit with an annual yield of 0.60 % and € 10.0 million ($ 12.3 million) was invested in a 15 month term deposit with an annual yield of 0.50 %.

These investments have been classified as Marketable Securities, a non-current asset, as they do not meet the cash and cash equivalent criteria.

In September 2020, $ 20.0 million was invested in a 12 month term deposit with an annual yield of 0.75 %.

This new investment is classified as Cash and Cash Equivalents.

In June 2020, € 20.0 million ($ 24.5 million) was invested in a 24 month term deposit with an annual yield of 0.25 %.

This investment has been classified as Marketable Securities, a non-current asset, as it does not meet the cash and cash equivalent criteria.

Acquisition of Doobe In Site Ltd.

On May 18, 2021, we completed the acquisition of all of the outstanding shares of Doobe In Site Ltd.

("Mabaya"), a leading retail media technology company that powers sponsored products and retail media monetization for major ecommerce marketplaces globally.

The total consideration paid was $ 9.9 million for the acquisition of shares.

The acquisition was financed by available cash resources.

The transaction has been accounted for as a business combination under the acquisition method of accounting.

The purchase price allocation has been finalized.

The valuation of the fair value of Mabaya's assets acquired and liabilities assumed resulted in the identification of technology of $ 8.0 million, a $ 5.1 million employee related payable and a $ 2.5 million liability relating to a redemption fee payable to a governmental agency.

Goodwill amounted to $ 9.0 million.

In addition, acquisition costs amounting to $ 0.5 million were fully expensed as incurred.

Segment information

Reportable segments

The Company reports segment information based on the "management" approach.

The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of the Company's reportable segments:

Marketing Solutions and Retail Media.

Criteo's Marketing Solutions segment allow commerce companies to address multiple marketing goals by engaging their consumers with personalized ads across the web, mobile and offline store environments.

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

Segment operating results, Contribution ex-TAC, is Criteo's segment profitability measure and reflects our gross profit plus other costs of revenue.

The following table shows revenue by reportable segment:

Year Ended December 31,

2021 2020 2019

(in thousands)

Marketing Solutions $ 2,007,239 $ 1,806,431 $ 2,092,590

Retail Media 246,996 266,186 168,926

Total Revenue $ 2,254,235 $ 2,072,617 $ 2,261,516

The following table shows Contribution ex-TAC by reportable segment and its reconciliation to the Company’s Consolidated Statements of Operation:

Year Ended December 31,

2021 2020 2019

(in thousands)

Contribution ex-TAC

Marketing Solutions $ 796,152 $ 746,751 $ 895,107

Retail Media 124,643 78,295 51,462

$ 920,795 $ 825,046 $ 946,569

Other costs of sales ( 138,851 ) ( 137,028 ) ( 117,533 )

Gross profit $ 781,944 $ 688,018 $ 829,036

Operating expenses

Research and development expenses ( 151,817 ) ( 132,513 ) ( 172,591 )

Sales and operations expenses ( 325,616 ) ( 330,285 ) ( 375,477 )

General and administrative expenses ( 152,634 ) ( 116,395 ) ( 139,754 )

Total Operating expenses ( 630,067 ) ( 579,193 ) ( 687,822 )

Income from operations $ 151,877 $ 108,825 $ 141,214

Financial and Other Income (Expense) 1,939 ( 1,939 ) ( 5,749 )

Income before tax $ 153,816 $ 106,886 $ 135,465

The Company's CODM does not review any other financial information for our two segments, other than Contribution ex-TAC, at the reportable segment level.

Categories of Financial Assets and Financial Liabilities

10 unchanged sentences

During the years ended December 31, 2021 and 2020, our net change in the allowance for credit losses was $( 5.5 ) million and $( 23.8 ) million, respectively.

The primary cause of this change was the adoption of ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) from January 1, 2020 resulting in an earlier recognition of credit losses, the cumulative effect of which was recorded as an adjustment to retained earnings for $ 3.5 million (note 1), as well as an increase to the provision due to the expected impact of COVID-19 on the Company's future cash collection.

For our financial assets, the fair value approximates the carrying amount, given the nature of the financial assets and the maturity of the expected cash flows.

55 unchanged sentences

Total Cash and cash equivalents $ 515,527 $ 488,011

Investments in interest–bearing bank deposits which met ASC 230 - Statement of Cash flows criteria:

Investments in interest–bearing bank deposits which meet ASC 230 - Statement of Cash flows criteria:

short-term, highly liquid investments, for which the risks of changes in value are considered to be insignificant.

17 unchanged sentences

Reversal of provision 7,485 11,555 20,811

Change in consolidation scope — — ( 150 )

Currency translation adjustment 1,456 ( 1,046 ) 111

5 unchanged sentences

We adopted ASU 2016-13 effective January 1, 2020 with the cumulative effect of adoption recorded as an adjustment to retained earnings (note 1).

The amount charged to allowance for credit losses for the twelve months ended December 31, 2020 increased compared to the same period in the prior year due to the application of the expected credit loss model beginning on January 1, 2020 as well as an increase to the provision due to the expected impact of COVID-19 on the Company's future cash collections caused by the downturn in the economy which has led to financial difficulties for some of our customers, particularly those operating in the retail sector.

The amount of provision for doubtful accounts for the twelve months ended December 31, 2021 decreased compared to the same period in the prior year due to lower bankruptcies in 2021 and the severe impact of COVID-19 on the Company's cash collections in 2020, caused by the downturn in the economy which has led to financial difficulties for some of our customers.

In times of the global economic turmoil brought about by COVID-19, our estimates and judgments with respect to the collectability of our receivables are subject to greater uncertainty than in more stable periods.

The reversal of provision decreased during the twelve month period ended December 31, 2021, mainly due to lower payments received and lower write-offs of long outstanding receivables already reserved for which it is certain we will not collect the receivable.

During the twelve month period ended December 31, 2020, the Company recovered $ 3.6 million previously written off, accounted for as a reversal of provision.

During the twelve month period ended December 31, 2021, the Company recovered $ 2.3 million previously provisioned for and accounted for as a reversal of provision.

The Company mitigates its credit risk with respect to accounts receivables by performing credit evaluations and monitoring agencies and advertisers' accounts receivables balances.

9 unchanged sentences

Net book value at end of period $ 34,182 $ 21,405

Prepaid expenses mainly consist of office rental advance payments.

Prepaid expenses mainly consist of costs related to SaaS arrangements.

Property, Plant and Equipment

22 unchanged sentences

Accumulated depreciation at end of period ( 9,514 ) ( 225,166 ) — ( 234,680 )

The increase in property plant and equipment (gross book value and accumulated depreciation) mainly includes purchases of server equipment in the French, American and Japanese subsidiaries where the Company’s data center equipment are located.

The additions to property plant and equipment (gross book value and accumulated depreciation) mainly includes purchases of server equipment in the French, American and Japanese subsidiaries where the Company’s data center equipment are located.

Intangible assets

23 unchanged sentences

Additions to software mainly consist of capitalization of internally developed internal-use software and IT licenses.

In 2019 we accounted for in "Amortization and depreciation expense" to a change in useful life of Manage technology based on the early decommissioning of the Manage platform ($ 2.2 million) and an impairment loss of Manage customers relationships ($ 4.6 million) driven by lower business performance compared to expectations at the time of the acquisition, largely due to high client concentration and a volatile business environment.

The Manage customer relationships were written down to their estimated fair value, calculated under the discounted cash flows model.

The average life of software is 3 years.

The average life of technology and customer relationships, consisting of identified intangible assets arising from HookLogic and Storetail business combinations, is between 3 and 9 years.

The average life of technology and customer relationships, consisting of identified intangible assets arising from HookLogic, Storetail and Mabaya business combinations, is between 3 and 9 years.

As of December 31, 2021, expected amortization expense for intangible assets for the next five years and thereafter is as follows (in thousands):

7 unchanged sentences

Total $ 37,869 $ 44,758 $ 82,627

Changes in the carrying amount of goodwill for the years ended December 31, 2021 and 2020 were as follows:

Marketing Solutions Retail Media Total

(in thousands)

6 unchanged sentences

Balance at December 31, 2021 $ 183,699 $ 146,000 $ 329,699

Additions to goodwill in 2020 and 2019, were due to one business combination, and two business combination, respectively considered as not material to our consolidated financial statements.

Additions to goodwill in 2021 and 2020, respectively, were due to one business combination occurring in each of the years.

These acquisitions are not considered material to our consolidated financial statements.

In addition, on the basis of our impairment assessment as of December 31, 2021, no impairment has been detected.

Non-Current Financial Assets

Non-current financial assets are mainly composed of (i) an interest-bearing bank deposit amounting to $ 6.9 million, which is pledged to the benefit of a bank in order to secure the first-demand bank guarantee in connection with our headquarters premises, and (ii) guarantee deposits for office rentals in France, Spain, the United Kingdom, the United States, Japan and Singapore.

Non-current financial assets are mainly composed of guarantee deposits for office rentals in France, Spain, the United Kingdom, the U.S., Japan and Singapore amounting to $ 6.0 million.

Contingencies

7 unchanged sentences

Currency translation adjustments 85 26 111

— ( 2,676 ) ( 2,676 )

Balance at January 1, 2021 $ 1,179 $ 1,071 $ 2,250

4 unchanged sentences

Currency translation adjustments ( 99 ) ( 118 ) ( 217 )

— ( 2,676 ) ( 2,676 )

Balance at December 31, 2021 $ 1,117 $ 1,942 $ 3,059

5 unchanged sentences

Financial Liabilities

We are party to several loan agreements and a revolving credit facility, or RCF, with third-party financial institutions.

Our loans and RCF agreements are presented in the table below:

We are party to a loan agreement and several RCFs with third-party financial institutions.

Our loan and RCF agreements as of December 31, 2021 are presented in the table below:

Nominal/ Authorized amounts

1 unchanged sentence

Nature (in thousands) Interest rate Settlement date

BPI Loan - February 2014 NA NA $ 368.1 Fixed:

Other BPI Loans NA NA $ 912.0 — % 2023 and after

Other Loans NA NA $ 224.8 — % 2024

Bank Syndicate RCF - September 2015 (1)

1 unchanged sentence

EURIBOR / LIBOR + margin depending on leverage ratio March 2022

(1) Subsequent to the settlement date of March 2022, the authorized amount of € 350 million is reduced to € 294 million through to a new settlement date of March 2023

In September 2015, Criteo entered into a 5 year revolving credit facility for general corporate purposes, including acquisitions, for a maximum amount of € 250 million ($ 306.8 million), with a bank syndicate composed of Natixis (coordinator and documentation agent), Le Credit Lyonnais (LCL) (facility agent), HSBC France, Société Générale Corporate & Investment Banking and BNP Paribas (each acting individually as bookrunners and mandated lead arrangers).

(1) Subsequent to the settlement date of March 2022, the authorized amount of € 350 million will be reduced to € 294 million through to a new settlement date of March 2023

In September 2015, Criteo entered into a five year revolving credit facility for general corporate purposes, including acquisitions, for a maximum amount of € 250 million ($ 283.2 million), with a bank syndicate composed of Natixis (coordinator and documentation agent), Le Credit Lyonnais (LCL) (facility agent), HSBC France, Société Générale Corporate & Investment Banking and BNP Paribas (each acting individually as bookrunners and mandated lead arrangers).

In 2017, this agreement was amended by, among other things, increasing the amount of facility to € 350.0 million ($ 396.4 million) and extending the term of the contract from 2020 to 2022.

In 2020, the parties to the RCF agreement have agreed to extend the term of the agreement for one additional year, from March 2022 to March 2023, composed of a € 350 million ($ 396.4 million) commitment through March 2022, and a € 294 million ($ 333.0 million) commitment from the end of March 2022 through March 2023.

This multi-currency revolving credit facility bears interest rate at Euribor or the relevant Libor plus a margin to be adjusted on the basis of the leverage ratio.

Besides this RCF agreement, Criteo is part of many credit lines it entered into or maintained following acquisitions.

Criteo specifically has agreements with Bpifrance Financement (French Public Investment Bank) for a total amount outstanding as of December 31, 2020 of € 1.0 million ($ 1.3 million).

All of these loans and revolving credit facilities are unsecured and contain customary events of default but do not contain any affirmative, financial or negative covenants, with the exception of the September 2015 revolving credit facility which contains covenants, including compliance with a total net debt to adjusted EBITDA ratio and restrictions on the incurrence of additional indebtedness.

This multi-currency revolving credit facility bears interest rate at Euribor or the relevant Libor or the applicable reference rate replacing each of them, plus a margin to be adjusted on the basis of the leverage ratio.

At December 31, 2021, no amount is drawn under the RCF.

This revolving credit facilities is unsecured and contain customary events of default and covenants, including compliance with a total net debt to adjusted EBITDA ratio and restrictions on the incurrence of additional indebtedness.

At December 31, 2021, we were in compliance with the required leverage ratio.

Criteo intends to repay the BPI bank loans in 2021, prior to their settlement date.

The following table shows the maturity of our financial liabilities:

1 unchanged sentence

(in thousands)

Borrowings $ 1,505 $ 1,505

Other financial liabilities 1,002 265 45 376 316 —

Financial derivatives 925 925 — — — — —

Financial liabilities 1,002 265 45 376 316 — —

46 unchanged sentences

These operating leases will commence during the fiscal year ending December 31, 2022.

During the three months period ended December 31, 2020 and December 31, 2019, we incurred an impairment loss of $ 0.0 million and $ 8.9 million, respectively, on certain right of use assets due to the implementation of management's facilities right sizing program.

We used market quotes in determining the fair value of the right of use assets.

The impairment loss was classified between Research and Development expenses of $ 0.0 million, and $ 0.7 million, Sales and Operations expenses of $ 0.0 million and $ 6.4 million, and General and Administrative expenses of $ 0.0 million and $ 1.8 million.

During the year ended December 31, 2021 and December 31, 2020, we incurred an impairment loss of $ 0.0 million , and $ 1.6 million, respectively, on certain right of use assets due to the implementation of management's facilities right sizing program.

5 unchanged sentences

(in thousands)

Clients' prepayments $ 12,234 $ 13,618

Credit notes 14,433 16,420

Current liabilities to clients $ 16,423 $ 12,234

Rebates 17,423 14,433

Accounts payable relating to capital expenditures 4,507 4,721

4 unchanged sentences

Defined Benefit Plans

According to the French law and the Syntec Collective Agreement, French employees are entitled to compensation paid on retirement.

According to French law and the Syntec Collective Agreement, French employees are entitled to compensation paid on retirement.

The following table summarizes the changes in the projected benefit obligation:

8 unchanged sentences

( 1,543 ) ( 5,214 ) 1,374

Change in consolidation scope

Currency translation adjustment

21 unchanged sentences

Under defined contribution plans, the Group has no obligation other than to pay the agreed contributions, with the corresponding expense charged to income for the year.

The main contributions concern France, the United States, for 401k plans, and the United Kingdom.

The main contributions concern France, the U.S., for 401k plans, and the United Kingdom.

Year Ended December 31,

10 unchanged sentences

Issuance of shares under share option and free share plans (1)

Treasury shares retired (2)

( 1,594,288 )

Storetail deferred consideration ( 156,859 )

Share repurchase program (see Note 2)

( 1,728,863 )

Balance at December 31, 2020 60,639,570

2 unchanged sentences

Issuance of shares under share option and free share plans (2)

Storetail deferred consideration ( 156,859 )

Share repurchase program (see Note 2)

Treasury Shares Issued for RSU Vesting 1,573,696

Treasury Shares Retired 1,498,709

Share repurchase program (3)

( 2,647,742 )

3 unchanged sentences

(1) Adopted by the Board of Directors on March 3, 2020, April 23, 2020, June 22, 2020, July 23, 2020, October 23, 2020 and December 9, 2020

(2) On February 8th, 2019, the Board acknowledged the share capital decrease resulting from the cancellation of 1,594,288 shares and approved the related amendment of Article 6 of the Company’s by-laws reflecting such decrease.

(3) Adopted by the Board of Directors on March 3, 2020, April 23, 2020, June 22, 2020, July 23, 2020, October 23, 2020 and December 9, 2020

(2) Adopted by the Board of Directors on February 5, 2021, February 25, 2021, April 29, 2021, June 14, 2021, July 29, 2021, October 28, 2021 and December 15, 2021

(3) Adopted by the Board of Directors on October 28, 2021

Nature of Expenses Allocated by Function

108 unchanged sentences

The Board of Directors has authorized RSUs to Criteo employees subject to a presence condition and to members of management, subject to the achievement of internal performance objectives and a presence condition.

• 7,800,000 Share Options or RSU's, authorized at the General Meeting of Shareholders on June 15, 2021, such authorizations collectively referred to as “Plan 14”.

Upon the exercise of the BSPCEs or Share Options, we grant beneficiaries newly issued ordinary shares of the Parent.

17 unchanged sentences

Details of BSPCE / OSA / RSU plans

1 & 2 Plan 3 Plan 5 Plan 6 Plan 7 Plan 8 Plan 9 Plan 10 Plan 11 Plan 12 Plan 13

1 & 2 Plan 3 Plan 5 Plan 6 Plan 7 Plan 8 Plan 9 Plan 10 Plan 11 Plan 12 Plan 13 Plan 14

Dates of grant (Boards of Directors) Oct 24, 2008 - Sept 14, 2010 Sept 9, 2009 - Sept 21, 2011 Nov 18, 2011 - May 22, 2012 Oct 25, 2012 Oct 25, 2012 -

April 18, 2013 Sept 3, 2013 - April 23, 2014 July 30, 2014 - June 28, 2016 July 28, 2016 - June 27, 2017 July 27, 2017 - June 26, 2018 July 26, 2018 - June 25, 2019 July 25, 2019 - June 24, 2020 June 25, 2020 - December 15, 2020

Vesting period 3.0 years

5 unchanged sentences

Number of instruments granted 1,819,120

Share Option (S.O.) / BSPCE / RSU BSPCE BSPCE & OSA BSPCE & OSA BSPCE BSPCE & OSA BSPCE & OSA OSA RSU OSA RSU OSA RSU OSA RSU OSA RSU RSU

Share Option (S.O.) / BSPCE / RSU BSPCE BSPCE & OSA BSPCE & OSA BSPCE BSPCE & OSA BSPCE & OSA OSA RSU OSA RSU OSA RSU OSA RSU OSA RSU RSU RSU

Share entitlement per option 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1

14 unchanged sentences

€ 10.79 - € 33.36

€ 27.92 - € 35.64

Expected volatility (1)

18 unchanged sentences

N/A — % - 0.25 %

Performance conditions No Yes (A) No Yes (B) No No No Yes (C) No Yes (D) (E) No No No Yes (F) No Yes (G) (H) Yes (H)

Performance conditions No Yes (A) No Yes (B) No No No Yes (C) No Yes (D) (E) No No No Yes (F) No Yes (G) (H) Yes (H) (I) Yes (I)

Fair value per option / RSU € 0.08 - € 0.45

7 unchanged sentences

€ 10.79 - € 33.36

€ 27.92 - € 35.64

(1) Based on similar listed entities.

25 unchanged sentences

Based on the assumptions known at December 31, 2020, we determined the share-based compensation expense by applying a probability ratio on performance objectives completion.

(I) On February 25, 2021, June 14, 2021 and October 28, 2021 the Board of Directors of the Parent granted a total of 261,198 RSUs to members of the management, subject to the achievement of internal performance objectives and condition of presence.

Based on the assumptions known at December 31, 2021, we determined the share-based compensation expense by applying a probability ratio on performance objectives completion.

Change in Number of outstanding BSPCE / OSA / RSU

30 unchanged sentences

Weighted-average remaining contractual life

1.2 years 2.4 years 3.3 years 4.0 years 4.9 years 6.2 years 8.2 years 9.3 years 9.8 years — — 6.7 years

0.2 years 1.4 years 2.3 years 3.0 years 3.9 years 5.1 years 7.1 years 8.3 years 9.1 years 9.9 years — 6.2 years

Balance at December 31, 2020

8 unchanged sentences

Weighted-average remaining contractual life

0.2 years 1.4 years 2.3 years 3.0 years 3.9 years 5.1 years 7.1 years 8.3 years 9.1 years 9.9 years — 6.2 years

— 0.5 years 1.3 years 2.1 years 2.9 years 4.2 years 6.1 years 7.3 years 8.1 years 9.0 years — 5.8 years

Balance at December 31, 2021

8 unchanged sentences

Weighted-average remaining contractual life

— 0.5 years 1.3 years 2.1 years 2.9 years 4.2 years 6.1 years 7.3 years 8.1 years 9.0 years — 5.8 years

— — 0.2 years 1.1 years 1.9 years 2.9 years — — 7.2 years 8.1 years — 5.7 years

Non-Employee Warrants (Bons de Souscription d’Actions or BSA)

71 unchanged sentences

Balance at December 31, 2019 363,767

Granted 105,680

Forfeited ( 33,583 )

Balance at December 31, 2019 363,767

Exercised ( 7,250 )

1 unchanged sentence

Balance at December 31, 2020 343,775

Balance at December 31, 2021 343,775

Breakdown of the Closing Balance

29 unchanged sentences

Plan 12 — ( 203 ) ( 640 ) ( 843 ) — ( 208 ) ( 1,389 ) ( 1,597 ) — — ( 76 ) ( 76 )

Plan 12 — ( 208 ) ( 1,389 ) ( 1,597 ) — — ( 76 ) ( 76 ) — — — —

Total share-based compensation ( 16,334 ) ( 12,623 ) ( 13,776 ) ( 42,733 ) ( 9,771 ) ( 10,289 ) ( 7,041 ) ( 27,101 ) ( 9,320 ) ( 16,884 ) ( 13,409 ) ( 39,613 )

1 unchanged sentence

Total equity awards compensation expense $ ( 16,334 ) $ ( 12,623 ) $ ( 15,571 ) $ ( 44,528 ) $ ( 9,771 ) $ ( 10,289 ) $ ( 8,711 ) $ ( 28,771 ) $ ( 9,320 ) $ ( 16,884 ) $ ( 14,795 ) $ ( 40,999 )

Financial expense

The Consolidated Statements of Income line item “Financial income (expense)” can be broken down as follows:

Financial and Other Income (Expense)

The Consolidated Statements of Income line item “Financial and Other income (expense)” can be broken down as follows:

Year Ended December 31,

6 unchanged sentences

Foreign exchange loss ( 1,776 ) ( 150 ) ( 4,425 )

Other financial expense ( 95 ) ( 469 ) ( 87 )

Total financial expense $ ( 1,939 ) $ ( 5,749 ) $ ( 5,084 )

The $ 1.9 million financial expense for the period ended December 31, 2020 was mainly driven by the financial expense relating to the € 140 million drawing from May 2020 to November 2020 as part of our available Revolving Credit Facility (RCF) financing, the up-front fees amortization, the non-utilization costs, partially offset by income from cash & cash equivalent.

Other financial income (expense) 2,369 ( 95 ) ( 469 )

Other income $ 2,983 $ — $ —

Total financial and other income (expense) $ 1,939 $ ( 1,939 ) $ ( 5,749 )

The $( 1.9 ) million financial and other income for the period ended December 31, 2021 was mainly driven by the financial expense relating to our € 350 million available Revolving Credit Facility (RCF) up-front fees amortization and non-utilization costs, partially offset by income from cash and cash equivalent.

Financial and Other income for the period ended December 31, 2021 included other income of $ 3.0 million, generated by the disposal of servers equipments and other financial income of $ 2.4 million consisting of dividends received from an investment.

At December 31, 2021, our exposure to foreign currency risk was centralized at Criteo S.A.

and hedged using foreign currency swaps or forward purchases or sales of foreign currencies.

The $ 5.7 million financial expense for the period ended December 31, 2019 was mainly driven by the non-utilization costs and upfront fees amortization incurred as part of our available RCF financing and the recognition of a negative impact of foreign exchange reevaluations net of related hedging.

At December 31, 2020, our exposure to foreign currency risk was centralized at Criteo S.A.

13 unchanged sentences

As mentioned in Note 1 (Principles and Accounting Methods), the French Research Tax Credit is not included in the line item “Provision for income taxes” but is deducted from “Research and development expenses” (see Note 18 - Allocation of Personnel Expenses) unlike the U.S.

Research Tax Credit for an amount of nil , $ 5.3 million and $ 6.4 million and for the year ended December 31, 2020, 2019 and 2018, respectively.

Research Tax Credit for an amount of $ 0.8 million, nil and $ 5.3 million and for the year ended December 31, 2021, 2020 and 2019, respectively.

French business tax, CVAE, is included in the current tax balance for an amount of $ 2.8 million, $ 5.1 million and $ 5.5 million, for the years ended December 31, 2021, 2020 and 2019, respectively.

14 unchanged sentences

1,429 ( 11,604 ) ( 13,432 )

BEAT waiver election (3)

BEAT tax effect (3)

( 6,560 ) ( 18,640 ) ( 15,962 )

14 unchanged sentences

The impact resulting from the differences between local tax rates and the Group theoretical rate is shown in the “effect of different tax rates.”

(1) Included income tax effect of the French RTC deducted from the "Research and development expenses" and US Tax credits included in the line "Provision for income taxes".

(2) While in most countries share-based compensation does not give rise to any tax effect either when granted or when exercised, the United States and the United Kingdom generally permit tax deductions in respect of share-based compensation.

The tax deduction generated in the United States and United Kingdom in connection with the number of options exercised during the period was offset by the share-based compensation accounting expense exclusion.

(1) Included income tax effect of the French RTC deducted from the "Research and development expenses" and U.S.

Tax credits included in the line "Provision for income taxes".

(2) While in most countries share-based compensation does not give rise to any tax effect either when granted or when exercised, the U.S.

and the United Kingdom generally permit tax deductions in respect of share-based compensation.

The tax deduction generated in the U.S.

and United Kingdom in connection with the number of options exercised during the period was offset by the share-based compensation accounting expense exclusion.

(3) Final and new proposed regulations on the Base Erosion Anti-abuse Tax (BEAT) have been issued by the United States Treasury and IRS, allowing a waiver election to permanently forgo deductions for all U.S.

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(4) Mainly related to employee costs, depreciation expenses and intercompany transactions.

(5) Deferred tax assets on which a valuation allowance has been recognized over the periods mainly relate to Criteo Ltd, Criteo Corp, Criteo France, Criteo Singapore Pte.

Ltd, Criteo do Brasil LTDA and Criteo Pty.

(5) Deferred tax assets on which a valuation allowance has been recognized over the periods mainly relate to Criteo Ltd, Criteo France, Criteo Corp., Criteo Singapore Pte.

Ltd, Criteo do Brasil LTDA, Criteo Pty and Criteo Turkey.

(6) In 2021 we released the valuation allowance on share-based compensation deferred tax assets of Criteo Corp.

In 2019 recognition of previously unrecognized tax losses related to Criteo Corp., mainly generated by the BEAT waiver election implementation .

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Current tax assets and liabilities

The total amount of current tax assets mainly consists of prepayments of incomes taxes and credits of Criteo SA, Criteo Corp., and Criteo Gmbh.

The current tax liabilities mainly refer to the corporate tax payables of Criteo K.K.

The total amount of current tax assets mainly consists of prepayments of incomes taxes and credits of Criteo SA, and Criteo Brazil.

The current tax liabilities mainly refer to the corporate tax payables of Criteo Corp.

and Criteo K.K.

Ongoing tax audits

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Any unfavorable outcome of such a review or audit could have an adverse impact on our tax rate.

On September 27, 2017, we received a draft notice of proposed adjustment (NOPA) from the Internal Revenue Service ("IRS") audit of Criteo Corp.

for the year ended December 31, 2014, confirmed by the definitive notice dated February 8, 2018.

We disagreed with the IRS's position and contested it.

On August 24, 2020, the IRS and the Company agreed to a settlement and closed the income tax audit for the year ended December 31, 2014.

The settlement provides for a disallowance of Criteo Corp's.

Net Operating Losses (NOLs) amounting to $ 9.2 million.

Earnings Per Share

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Consequently all potential dilutive effects from shares are considered.

For each period presented, a contract to issue a certain number of shares (i.e.

share option, share warrant, restricted share award or BSPCE contracts) is assessed as potentially dilutive, if it is “in the money” (i.e., the exercise or settlement price is inferior to the average market price).

For each period presented, a contract to issue a certain number of shares (i.e., share option, share warrant, restricted share award or BSPCE contracts) is assessed as potentially dilutive, if it is “in the money” (i.e., the exercise or settlement price is inferior to the average market price).

Year Ended December 31,

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Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

Regulatory Matters

As indicated in our Annual Report on Form 10-K for the year ended December 31, 2020, in November 2018, Privacy International filed a complaint with relevant data protection authorities against Criteo and a number of other similarly situated advertising technology companies, arguing that certain of these companies' practices do not comply with the GDPR.

In January 2020, CNIL opened a formal investigation into Criteo in response to this complaint, which is still ongoing as per CNIL’s notification to Criteo dated June 23, 2021, which notified the Company of the appointment of an investigator (rapporteur).

Their investigation also covers another complaint against Criteo received by the CNIL from European Center for Digital Rights (NOYB).

There can be no assurance that actions by the Company will not be required as a result of the investigation.

However, at the current phase of the investigation, due to the absence of any specific grievance or sanction and the lack of any legal grounds thereof, we consider this to be an unasserted claim for which an unfavorable outcome is only reasonably possible, and the amount of the potential loss cannot be reasonably estimated in accordance with "ASC 450 Contingencies”, therefore we have not accrued a loss contingency.

Related Parties

On March 2, 2020, the Group announced that Chief Financial Officer Benoit Fouilland planned to depart from Criteo at the end of the second quarter 2020.

On May 15, 2020, the Group announced the appointment of Dave Anderson as the Company’s Interim Chief Financial Officer for a six-month term in replacement of Benoit Fouilland, effective May 18, 2020.

During his engagement, Mr.

Anderson was also the Company’s Principal Financial Officer and Principal Accounting Officer.

Fouilland departed Criteo on June 30, 2020.

On August 31, 2020, the Group announced that Jean-Baptiste Rudelle, Criteo's co-founder and former CEO, had stepped down from Criteo's Board of Directors effective August 27, 2020.

Rudelle had previously stepped down from the day to day activities as CEO in November 2019, and as Chairman of the Board in July 2020.

Also effective August 27, 2020, CEO Megan Clarken was appointed to the Board of Directors.

On September 3, 2020, the Group announced the appointment of Sarah Glickman as the Company's Chief Financial Officer and Principal Accounting Officer, effective September 8, 2020, replacing Dave Anderson who served as interim Chief Financial Officer for four months.

The Executive Officers as of December 31, 2021 were:

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• Sarah Glickman - Chief Financial Officer and Principal Accounting Officer

• Ryan Damon - General Counsel and Corporate Secretary

• Ryan Damon - Executive Vice President, General Counsel and Corporate Secretary

Total compensation for the Executive Officers, including social contributions, is summarized in the following table:

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Subsequent Events

On February 5, 2021 Criteo announced that its Board of Directors has authorized a share repurchase program of up to $ 100 million of the Company’s outstanding American Depositary Shares.

The Company intends to use any repurchased shares under this new authorization to satisfy employee equity obligations in lieu of issuing new shares, which would limit future dilution for its shareholders.

There are no significant events that require adjustments or disclosure in the Consolidated Financial Statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures