What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-02-24 compared with 2022-02-25 · 414 added, 715 removed, 1040 unchanged (52% of the section changed)

28 unchanged sentences

The information required by this item (other than the information set forth in the next paragraph in this Item 10) will be included in our definitive proxy statement with respect to our 2023 Annual Meeting of Shareholders to be filed with the SEC, and is incorporated herein by reference.

We have adopted a Code of Business Conduct and Ethics (the "Code of Conduct") that is applicable to all of our employees, officers and directors, including our chief executive and senior financial officers.

We have adopted a Code of Business Conduct and Ethics (the "Code of Conduct") that is applicable to all of our employees, officers (including our chief executive and senior financial officers), directors, temporary workers and interns.

The Code of Conduct is available on our website at criteo.investorroom.com under "Governance." The Audit Committee of our board of directors is responsible for overseeing the Code of Conduct and our board of directors is required to approve any waivers of the Code of Conduct for employees, executive officers and directors.

17 unchanged sentences

8-K 001-36153 2.1 October 4, 2016

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

2.2 Amended and Restated Framework Purchase Agreement, dated as of August 1, 2022, 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)

10-Q 001-36153 2.1 August 5, 2022

3.1 Updated By-laws (as of February 23, 2023) (English translation)

8-K 001-36153 3.1 February 24, 2023

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

32 unchanged sentences

10-Q 001-36153 10.1 May 5, 2021

Amendment to Offer Letter between Criteo Corp.

and Sarah Glickman, dated as of March 16, 2022

10-Q 001-36153 10.1 May 5, 2022

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

Amendment to Executive Employment Agreement between Criteo Corp.

and Ryan Damon, dated as of March 16, 2022

10-Q 001-36153 10.2 May 5, 2022

Incorporated by Reference

Exhibit Description Schedule/ Form File Number Exhibit File Date

10.20 Multicurrency Revolving Facility Agreement, dated as of September 27, 2022, among the Company, certain of its subsidiaries, the lenders party thereto from time-to-time, BNP Paribas, Crédit Lyonnais (LCL), HSBC Continental Europe and Société Générale, as bookrunners and mandated lead arrangers, Bank of Montreal Europe PLC, Citibank N.A., London Branch and Crédit Industriel et Commercial (CIC), as mandated lead arrangers, BNP Paribas, as coordinator and documentation agent, Société Générale, as agent, and Société Générale and HSBC Continental Europe, as sustainability coordinators

8-K 001-36153 10.1 September 28, 2022

List of Subsidiaries

4 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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Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Megan Clarken her or his attorney-in-fact, each with the power of substitution, for her or him in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitutes, may do or cause to be done by virtue of hereof.

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.

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Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of this critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue — Refer to Notes 1 and 26 to the financial statements

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Revenue — Refer to Note 1 to the financial statements

Critical Audit Matter Description

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

The Company’s Marketing Solutions 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.

We identified revenue as a critical audit matter because the Company’s systems to process and record its revenue transactions are highly automated and thus required significantly more involvement and effort from our information technology (IT) internal specialist team to identify, test, and evaluate the Company’s system, software applications, and automated controls.

We identified Marketing Solution revenue as a critical audit matter because the Company’s systems to process and record its revenue transactions are highly automated and thus required significantly more involvement and effort from our information technology (IT) internal specialist team to identify, test, and evaluate the Company’s system, software applications, and automated controls.

How the Critical Audit Matter Was Addressed in the Audit

With the assistance of our IT specialists, our audit procedures related to the Company’s system to process and record its revenue transactions included the following:

With the assistance of our IT specialists and Data specialists, our audit procedures related to the Company’s system to process and record its revenue transactions included the following:

• Identified the significant applications and systems used to process revenue transactions and tested the general IT controls over each of these applications and systems, including testing of user access controls, change management controls, and IT operations controls.

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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.

Business combinations – Fair Value of Acquired Technologies — Refer to Notes 2 and 8 to the financial statements

Critical Audit Matter Description

The Company completed the acquisition of Iponweb Holding Limited for $290.2 million on August 1, 2022.

The Company accounted for the transaction under the acquisition method of accounting for business combinations.

Accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their respective fair values, including technologies intangible assets of $90.2 million.

Management estimated the fair value of the technologies intangible assets using the multi-period excess earnings method and the relief-from-royalty method, depending on the technology being valued.

The determination of the fair value of the technologies intangibles assets required management to make significant estimates and assumptions related to forecasts of future revenue, EBITDA margin, and the selection of the discount rate and of the royalty rate.

We identified the fair value of acquired technologies from Iponweb Holding Limited as a critical audit matter because of the significant estimates and assumptions management makes to fair value these assets.

This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to forecasts of future revenues, EBITDA margin, and the selection of the discount rate and of the royalty rate.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to forecasts of future revenues, EBITDA margin, and the selection of the discount rate and of the royalty rate for the acquired technologies included the following, among others:

• We tested the effectiveness of controls over the valuation of the technologies intangible asset, including management’s controls over forecasts of future revenues, EBITDA margin, and the selection of the discount rate and of the royalty rate.

• We assessed the reasonableness of management’s forecasts of future revenues and EBITDA margin by comparing the projections to historical results.

• With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation methodology, (2) discount rate, including testing the source information underlying the determination of the discount rate, testing the mathematical accuracy of the calculation, and developing a range of independent estimates and comparing those to the discount rate selected by management and (3) royalty rate, including evaluating the consistency of the royalty rate selected with external market and industry data.

• We evaluated whether the estimated future revenues were consistent with evidence obtained in other areas of the audit.

/s/ Deloitte & Associés

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Other current assets 6 51,866 34,182

Restricted cash - current portion 4 25,000 —

Marketable securities - current portion 25,098 50,299

4 unchanged sentences

Right of use asset - operating lease 11 102,176 120,257

Restricted cash - non-current portion 4 75,000 —

Marketable securities - non current portion — 5,000

Non-current financial assets 5,928 6,436

Other non - current assets 50,818 —

Deferred tax assets 17 31,646 35,443

4 unchanged sentences

Trade payables $ 742,918 $ 430,245

Contingencies 12 3,059 2,250

Contingencies - current portion 19 65,759 3,059

Income taxes 13,037 6,641

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Lease liability - operating - non current portion 11 77,536 93,893

Contingencies - non-current portion 19 33,788 —

Other non-current liabilities 12 69,226 9,886

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Income tax effect ( 342 ) ( 169 ) ( 522 )

Comprehensive income 77,446 132,594 86,688

Comprehensive income (loss) ( 45,157 ) 77,446 132,594

Attributable to shareholders of Criteo S.A.

15 unchanged sentences

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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Change in treasury stock (2)

( 1,498,709 ) ( 44 ) 424,663 ( 45,990 ) ( 29,782 ) — ( 24,227 ) ( 100,043 ) — ( 100,043 )

Shared-based compensation — — — — 42,425 — — 42,425 309 42,734

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

( 156,859 ) ( 5 ) — — ( 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

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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.

(3) On February 5, 2022 Criteo's Board of Directors extended a share repurchase program of up to $ 480.0 million of the Company's outstanding American Depositary Shares.

The change in treasury stocks is comprised of 5,135,359 shares repurchased at an average price of $ 26.43 offset by 1,625,742 treasury shares used for RSUs vesting and 2,732,386 treasury shares cancelled.

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

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Net gain on disposal of non-current assets ( 194 ) 1,965 2,714

Interest accrued and non-cash financial income and expenses ( 259 ) — —

Change in uncertain tax positions 412 — —

Net change in fair value of Earn-out 771 — —

Change in deferred taxes 3,602 ( 18,642 ) 3,720

18 unchanged sentences

Change in other financial liabilities ( 265 ) ( 4,037 ) ( 1,663 )

Other 21,878 — —

Cash used for financing activities ( 113,044 ) ( 80,117 ) ( 57,747 )

32 unchanged sentences

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

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

Criteo Finance SAS (1)

France — % — % 100 % 100 % Fully consolidated

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

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

Criteo do Brasil Desenvolvime nto De Serviços De Internet LTDA.

Criteo do Brasil Desenvolvimento De Serviços De Internet Ltda.

Brazil 100 % 100 % 100 % 100 % Fully consolidated

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Criteo MEA FZ-LLC United Arab Emirates 100 % 100 % 100 % 100 % Fully consolidated

Criteo India Private Ltd.

India 100 % 100 % 100 % 100 % Fully consolidated

Criteo India Private Limited India 100 % 100 % 100 % 100 % Fully consolidated

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

Bidswitch GmbH Switzerland 100 % 100 % — % — % Fully consolidated

Bidswitch Inc.

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

Iponweb GmbH Switzerland 100 % 100 % — % — % Fully consolidated

Iponweb GmbH Deutschland 100 % 100 % — % — % Fully consolidated

Iponweb Limited United Kingdom 100 % 100 % — % — % Fully consolidated

Iponweb Labs Limited Cyprus 100 % 100 % — % — % Fully consolidated

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

The MediaGrid Inc.

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

Iponweb Labs LLC Armenia 100 % 100 % — % — % Fully consolidated

(1) Merged with Criteo Technology

Functional Currency and Translation of Financial Statements in Foreign Currency

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On an on-going basis, management evaluates its estimates, primarily those related to:

(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 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.

(1) gross vs net assessment in revenue recognition (2) allowances for credit losses, (3) income taxes, (4) assumptions used in valuing acquired assets and assumed liabilities in business combinations, (5) assumptions used in the valuation of goodwill, intangible assets and leases, (6) assumptions used in the valuation model to determine the fair value of share-based compensation plan, (7) assumptions surrounding the recognition and valuation of contingent liabilities and losses.

Business combinations

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Acquired intangible assets are accounted for at acquisition cost, less accumulated amortization.

Acquired intangible assets are composed of software, technology and customer relationships amortized on a straight-line basis over their estimated useful lives comprised between one and three years for the software, and three and nine years , for the technology and customer relationships.

Acquired intangible assets are composed of technology and customer relationships amortized on a straight-line basis over their estimated useful lives comprised between three and nine years .

Intangible assets are reviewed for impairment whenever events or changes in circumstances such as, but not limited to, significant declines in revenue, earnings or cash flows or material adverse changes in the business climate indicate that the carrying amount of an asset may be impaired.

Software development costs also include costs to develop software to be used solely to meet internal needs and cloud based applications used to deliver our services.

Intangible assets also include costs to develop software to be used solely to meet internal needs and cloud based applications used to deliver our services.

We capitalize development costs related to these software applications once the preliminary project stage is complete and it is probable that the project will be completed and the software will be used to perform the function intended.

Amortization of these costs begins when assets are placed in service and is calculated on a straight-line basis over the assets’ useful lives estimated at three to five years .

Amortization of these costs begins when assets are placed in service and is calculated on a straight-line basis over the assets’ useful lives, generally estimated at three years .

Cloud computing arrangements (“CCAs”), such as software as a service and other hosting arrangements, are evaluated for capitalized implementation costs in a similar manner as capitalized software development costs.

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If a CCA does not include a software license, the service element of the arrangement is accounted for as a service contract.

The Company capitalized certain implementation costs for its CCAs that are service contracts, which are included in other current assets.

The Company capitalizes certain implementation costs for its CCAs that are service contracts, which are included in other current assets.

The Company amortizes capitalized implementation costs in a CCA over the life of the service contract.

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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 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.

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

Goodwill has been allocated to these three 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.

If the net book value exceeds its fair value, then the Company would be required to recognize an impairment loss.

The impairment loss to be recognized would be calculated by comparing the fair value of the Company to its net book value, including goodwill.

An impairment loss would be recognized in the Consolidated Statement of Income when the carrying amount of goodwill exceeds its implied fair value.

With respect to intangible assets, acquired intangible assets are accounted for at acquisition cost less cumulative amortization and any impairment loss.

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

If the net book value exceeds its implied fair value, then the Company would be required to recognize an impairment loss in the Consolidated Statement of Income.

Acquired intangible assets are accounted for at acquisition cost less cumulative amortization and any impairment loss.

Acquired intangible assets are amortized over their estimated useful lives of three to nine years on a straight-line method.

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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).

Non-lease components are accounted for separately.

Both office and data center leases typically contain options to renew, and/or early terminate the lease.

Options have been included in the lease term if management has determined it is reasonably certain that they will be exercised.

Our leases typically contain options to renew, and/or early terminate the lease.

Options have been included in the lease term if management has determined it is reasonably certain that they will be exercised, at lease commencement.

Operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date.

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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:

We chose to use certain practical expedients upon adaption of ASC 842 including:

• We did not reassess whether any expired or existing contracts are or contain leases, the lease classification for any expired or existing leases, or the initial direct costs for any existing leases,

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Derivative financial instruments

We buy and sell derivative financial instruments (mainly put, forward buying and selling) in order to manage and reduce our exposure to the risk of exchange rate fluctuations.

We buy and sell derivative financial instruments in order to manage and reduce our exposure to the risk of exchange rate fluctuations.

We deal only with major financial institutions.

Financial instruments may only be classified as hedges when we can demonstrate and document the effectiveness of the hedging relationship at inception and throughout the life of the hedge.

Derivatives not designated as hedging instruments mainly consist of put, forward buying and selling contracts that we use to hedge intercompany transactions and other monetary assets or liabilities denominated in currencies other than the local currency of a subsidiary.

Generally, our derivatives are not designated as hedging instruments and mainly consist of forward buying contracts that we use to hedge intercompany transactions and other monetary assets or liabilities denominated in currencies other than the local currency of a subsidiary.

We recognize gains and losses on these contracts, as well as the related costs in the financial income (expense), net, along with the foreign currency gains and losses on monetary assets and liabilities.

The Company reported the cash impact of the settlement of hedging derivatives in cash from (used for) financing activities in the consolidated statements of cash flows.

This accounting policy choice results in the cash flows from the derivative instrument to be classified in the same category as the underlying cash flows.

We report the cash impact of the settlement of hedging derivatives in cash from (used for) financing activities in the consolidated statements of cash flows.

This results in the cash flows from derivative instruments to be classified in the same category as the underlying cash flows.

Derivatives are considered level 2 financial instruments as they are measured using valuation techniques based on observable market data.

Fair value measurements

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fair value calculated using valuation techniques based wholly or partially on unobservable inputs such as prices in an active market or a valuation based on multiples for unlisted companies.

The Company's valuation techniques used to measure the fair value of money market funds and certain short term investments were derived from quoted prices in active markets.

The valuation techniques used to measure the fair value of the Company's financial liabilities and all other financial instruments, all of which have counterparties with high credit ratings, were valued based on quoted market prices or model-driven valuations using inputs derived from or corroborated by observable market data.

Cash, Cash Equivalents and Marketable Securities

1 unchanged sentence

Cash equivalents include short-term, highly liquid investments, with a remaining maturity at the date of purchase of three months or less for which the risk of changes in value is considered to be insignificant.

Highly liquid demand deposits therefore meet the definition of cash equivalents.

Highly liquid term deposits therefore meet the definition of cash equivalents.

We hold investments in marketable securities, consisting mainly of term deposits with banks, not meeting the cash equivalents definition.

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• the amount of loss can be reasonably estimated.

With respect to litigation and claims that may result in a provision to be recognized, we exercise significant judgment in measuring and recognizing provisions or determining exposure to contingent liabilities that are related to pending litigation or other outstanding claims.

With respect to litigation, claims and non income tax risks, that may result in a provision to be recognized, we exercise significant judgment in measuring and recognizing provisions or determining exposure to contingent liabilities that are related to pending litigation, other outstanding claims and tax audits.

These judgment and estimates are subject to change as new information becomes available.

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We sell personalized display advertisements featuring product-level recommendations either directly to clients or to advertising agencies.

Historically, the Criteo model has 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.

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

We offer two families of solutions to our commerce and brand clients:

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

• 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 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.

We have multiple pricing models which 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.

We recognize revenues when we transfer control of promised services directly to 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, 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.

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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.

Criteo's 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.

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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 charge both the brands and agencies and retailers a contractual 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.

Criteo's Iponweb solutions offer an online trading platform through which supply partners can submit bid requests for media that they wish to sell, and demand partners can submit bids for media that they wish to buy through the operations of a dynamic, real-time exchange whereby media is sold to demand partners whose bids are selected by supply partners.

We generate revenues by charging demand or supply a percentage of total media spend traded through our solutions.

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

Agent vs Principal

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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.

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

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.

For arrangements related to transactions using our 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 Platform solution on a net basis.

We act as agent in Iponweb provided solutions as 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 fee based on a percentage of the digital advertising inventory traded through our solutions.

Therefore, we report the revenue earned and related costs incurred by the Iponweb solutions on a net basis.

Customer Credit Notes

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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.

For legacy 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.

For Retail Media Platform solutions, revenue is recognized on a net basis, and there are no associated Traffic Acquisition Costs.

For solutions within Iponweb, revenue is recognized on a net basis, and there are no associated Traffic Acquisition Costs.

Other Cost of Revenue .

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We have exclusively claimed R&D performed in France for purposes of the CIR.

As of December 31, 2022, we have offset $ 14.7 million of CIR tax credits against “research and development expenses” in our Consolidated Statements of Income.

Research Tax Credit is a U.S.

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Our chief operating decision-maker is our CEO.

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

The CEO reviews Contribution ex-TAC, primarily at a family of solutions 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.

As of December 31, 2022, we have concluded that our operations constitute three operating and reportable segments:

Marketing Solutions, Retail Media and Iponweb.

Earnings Per Share

4 unchanged sentences

Accounting Pronouncements adopted in 2022

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.

It removes requirements to disclose the amounts in accumulated other comprehensive income expected to be recognized as components of net periodic benefit cost over the next fiscal year among others.

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.

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

Effective January 1, 2022, we have adopted the Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") Government Assistance (Topic 832):

Disclosure by Business Entities about Government Assistance (ASU 2021-10), which improves the transparency of government assistance received by most business entities by requiring the disclosure of:

(1) the types of government assistance received;

(2) the accounting for such assistance;

and (3) the effect of the assistance on a business entity's financial statements.

The impacts on our annual consolidated financial statements are limited as a result of adoption of this standard.

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

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:

Business Combinations

On August 1, 2022, the Company, Iponweb Holding Limited, Exezars Limited (a subsidiary of Iponweb Holding Limited and collectively with Iponweb Holding Limited, the “Sellers”), Mr.

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

Boris Mouzykantskii, founder and Chief Executive Officer of Iponweb Holding Limited (the “Founder”) entered into an amended and restated Framework Purchase Agreement (the “FPA”), amending and restating the previously disclosed framework purchase agreement, dated December 22, 2021, which provided for the acquisition of the business of Iponweb Holding Limited (the "Iponweb business"), a market-leading AdTech company with world-class media trading capabilities, by the Company (the “Iponweb Acquisition”).

This business combination is composed of an asset purchase of Iponweb intellectual property and other intangible rights and a share purchase of 100 % of the share capital and voting rights of nine Iponweb operational legal entities.

Purchase price.

The purchase price, as per ASC 805, was $ 290.2 million (subject to approval and finalization of post-close purchase price adjustments) for the Iponweb business, out of which $ 61.2 million represents the fair value of the contingent consideration.

This contingent consideration is payable in cash to the Sellers in an amount up to $ 100 million, conditioned upon the achievement of certain net revenue targets by the Iponweb business for the 2022 and 2023 fiscal years.

Separate compensation arrangement.

The Company transferred Treasury shares with a fair value of $ 70.2 million to Iponweb's Sellers, subject to lock-up conditions.

As these shares are subject to a lock-up period that expires in three installments on each of the first three anniversaries of the Iponweb Acquisition, unless the Founder's employment agreement is terminated under certain circumstances during the pendency of such lock-up period, the $ 70.2 million fair value was not included in the purchase price consideration above and will be accounted for separately from the business combination as a stock compensation expense.

See Note 15 for further discussion.

The acquisition was financed by available cash resources, and in connection with the Acquisition, the Company drew down € 50.0 million ($ 51.1 million) for a one-month period on its then-current revolving credit facility (repaid prior to the quarter-immediately proceeding the acquisition) to provide additional liquidity.

Assets acquired and liabilities assumed.

The transaction was accounted for as a business acquisition.

We have completed the preliminary purchase price allocation and we expect to finalize this analysis within one year from the Acquisition Date.

On the Acquisition Date, assets acquired and liabilities assumed by major asset class before purchase price allocation are as follow:

Estimated fair values

(in millions)

Cash and cash equivalents $ 93.3

Trade receivables 100.7

Other current assets 1.1

Technology 90.2

Customer relationships 7.2

Other non-current assets 59.0

Trade Payables ( 191.5 )

Other current liabilities ( 3.1 )

Other non-current liabilities ( 54.3 )

Net assets acquired

Developed technology represents the estimated fair value of the features underlying the Iponweb products as well as the platform providing services to Iponweb customers.

Customer relationships represent the estimated fair value of the underlying relationships with Iponweb customers, including the fair value of unbilled and unrecognized contracts yet to be fulfilled.

The estimated useful lives of technologies acquired and customer relationships are four and nine years , respectively.

In the Iponweb business's opening balance sheet, Criteo recognized a $ 17.6 million liability related to the Iponweb business's uncertain tax positions in accordance with ASC 740.

The Company also recognized a $ 33.7 million provision in connection with the Iponweb business, accounted for under ASC 450 Contingencies.

As part of the Acquisition, the Sellers agreed to indemnify Criteo for losses related to certain liabilities, up to an amount of $ 50.0 million.

As such, we have recognized an indemnification asset of $ 50.0 million which is recorded as part of "Other non-current assets" on the consolidated statement of financial position.

Preliminary goodwill.

The Company is assessing the fair value estimate of assets acquired and liabilities assumed as part of the Iponweb Acquisition, based on facts and circumstances that existed as of the Acquisition Date.

This measurement period will not exceed one year from the Acquisition Date.

The excess of the purchase price over the fair value of net assets acquired is allocated to goodwill.

The preliminary goodwill of $ 187.6 million is primarily attributable to synergies expected to be realized from leveraging our technological capabilities and from the existence of an assembled workforce.

Our fair value estimate of assets acquired and liabilities assumed is pending the completion of certain items including the final determination of the purchase price.

Accordingly, there could be adjustments to our consolidated financial statements, including changes in our amortization expense related to the valuation of intangible assets and their respective useful lives, among other adjustments.

Acquisition costs.

Acquisition related costs of $ 1.1 million and $ 12.58 million were recorded within general and administrative expenses on the consolidated statements of comprehensive income for the three and twelve months ended December 31, 2022, respectively.

Impact on profit and loss.

The Company's consolidated statements of operations for the twelve months ended December 31, 2022 includes Iponweb's revenues of $ 52.2 million and pretax income (loss) of $ 2.9 million for the period from the Acquisition Date to December 31, 2022.

On a pro-forma basis, assuming the Acquisition occurred on January 1, 2021, Criteo's consolidated pro-forma revenue and net income or loss would have been as follows:

Pro Forma Consolidated Statement of Operations Data

Three Months Ended Twelve months ended

December 31, 2022 December 31, 2021 December 31, 2022 December 31, 2021

(in thousands)

Restructuring liability - January 1, 2021 $ 510

Restructuring costs 4,480

Amount paid ( 4,521 )

Restructuring liability - December 31, 2021 469

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.

Revenue $ 565,565 $ 685,396 $ 2,078,109 $ 2,356,377

Net Income (loss) 15,400 69,820 ( 2,502 ) $ 117,012

The historical consolidated financial information has been adjusted in the pro forma combined financial statements to give the effect to pro forma events that are directly attributable to the business combination and are reasonably estimable.

The pro forma information is for informational purposes only and is not indicative of the results of operations that would have been achieved if the Acquisition had taken place at the beginning the Company's fiscal year 2021.

Segment information

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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.

As a result of the Iponweb Acquisition, the Company reassessed its operating and reportable segments in accordance with ASC 280, Segment Reporting.

Effective August 1, 2022, the Company reports its results of operations through the following three segments:

Marketing Solutions, Retail Media and Iponweb.

– Marketing Solutions:

This segment allows commerce companies to address multiple marketing goals by engaging their consumers with personalized ads across the web, mobile and offline store environments.

– Retail Media:

This segment allows 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.

This segment specializes in building real-time advertising technology and trading infrastructure, delivering advanced media buying, selling, and packaging capabilities for media owners, agencies, performance advertisers, and 3rd-party ad tech platforms.

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

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Retail Media 202,317 246,996 266,186

Iponweb 52,169 — —

Total Revenue $ 2,017,003 $ 2,254,235 $ 2,072,617

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Retail Media 161,360 124,643 78,295

Iponweb 52,169 — —

$ 928,224 $ 920,795 $ 825,046

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Income before tax $ 42,061 $ 153,816 $ 106,886

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

Financial assets

Year Ended December 31,

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

Cash, Cash Equivalents, Marketable Securities and Restricted Cash

Fair value measurements

As of December 31, 2022

Cash and Cash Equivalent Marketable Securities

(in thousands)

Trade receivables, net of allowances $ 581,988 $ 474,055

Other taxes 73,388 69,987

Other current assets 34,182 21,405

Marketable securities $ 55,299 $ 41,809

Non-current financial assets 6,436 18,109

Cash 282,293 $ —

Term deposits and notes 65,907 25,098

Total $ 348,200 $ 25,098

We maintain an allowance for estimated credit losses.

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.

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.

Trade Receivables

Credit risk is defined as an unexpected loss in cash and earnings if the client is unable to pay its obligations in due time.

We perform internal ongoing credit risk evaluations of our clients.

When a possible risk exposure is identified, we require prepayments.

As of December 31, 2021 and 2020, no customer accounted for 10% or more of trade receivables.

Financial liabilities

Year Ended December 31,

As of December 31, 2021

Cash and Cash Equivalent Marketable Securities

(in thousands)

Trade payables $ 430,245 $ 367,025

Other taxes 60,236 58,491

Employee - related payables 98,136 85,272

Other current liabilities 39,523 33,390

Financial liabilities 1,002 3,275

Cash 378,299 $ —

Term deposits and notes 137,228 55,299

Total $ 515,527 $ 55,299

The fair value of financial liabilities approximates the carrying amount, given the nature of the financial liabilities and the maturity of the expected cash flows.

Fair Value Measurements

We measure the fair value of our cash equivalents, which include interest bearing deposits, as level 2 measurements because they are valued using observable market data.

Financial assets or liabilities include derivative financial instruments used to manage our exposure to the risk of exchange rate fluctuations.

These instruments are considered level 2 financial instruments as they are measured using valuation techniques based on observable market data.

Derivative Financial Instruments

Derivatives consist of foreign currency forward contracts that we use to hedge intercompany transactions and other monetary assets or liabilities denominated in currencies other than the local currency of a subsidiary.

We recognize gains and losses on these contracts in financial income (expense), and their position on the balance sheet is based on their fair value at the end of each respective period.

These instruments are considered level 2 financial instruments as they are measured using valuation techniques based on observable market data.

Year Ended December 31,

(in thousands)

Derivative Assets:

Included in other current assets $ 60 $ —

Derivative Liabilities:

Included in financial liabilities - current portion $ — $ 925

The fair value of derivative financial instruments approximates the carrying amount, given the nature of the derivative financial instruments and the maturity of the expected cash flows.

Interest-bearing bank deposits are considered level 2 financial instruments as they are measured using valuation techniques based on observable market data.

The fair value of term deposits approximates their carrying amount given the nature of the investments, its maturities and expected future cash flows.

Marketable Securities

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Total $ 25,098 $ —

Cash and Cash Equivalents

The following table presents for each reported period, the breakdown of cash and cash equivalents:

Year Ended December 31,

Restricted Cash

As part of the Iponweb Acquisition (refer to Note 2), we have deposited $ 100.0 million of cash into an escrow account containing withdrawal conditions.

The cash secures the Company's potential payment of Iponweb Acquisition contingent consideration to the Sellers, which is conditioned upon the achievement of certain revenue targets by the Iponweb business for the 2022 and 2023 fiscal years.

December 31, 2022 December 31, 2021

(in thousands)

Cash equivalent $ 137,228 $ 162,457

Cash on hand 378,299 325,554

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

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.

Interest-bearing bank deposits are considered level 2 financial instruments as they are measured using valuation techniques based on observable market data.

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

Restricted cash – current $ 25,000 $ —

Restricted cash – non-current $ 75,000 $ —

Total $ 100,000 $ —

Trade Receivables

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Provision for doubtful accounts ( 18,641 ) ( 14,433 ) ( 30,818 )

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

Write-off, net of recoveries 19,370 7,485 11,555

Increase due to acquisition ( 4,733 ) — —

Currency translation adjustment 1,603 1,456 ( 1,046 )

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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 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, 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.

We write off accounts receivable balances once the receivables are no longer deemed collectible.

During the twelve month period ended December 31, 2022, the Company recovered $ 3.2 million, previously reserved for, and accounted for this as a reversal of provision.

Increase due to acquisition includes $( 4.7 ) million related to the Iponweb acquisition.

Credit risk is defined as an unexpected loss in cash and earnings if the client is unable to pay its obligations in due time.

We perform internal ongoing credit risk evaluations of our clients.

When a possible risk exposure is identified, we require prepayments or impair Customer credit.

As of December 31, 2022 and 2021, no customer accounted for 10% or more of trade receivables.

Other Current Assets

5 unchanged sentences

Prepaid expenses 24,549 15,283

Gross book value at end of period 34,182 21,405

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

Other current assets 8,128 —

Total 51,866 34,182

Prepaid expenses mainly consist of costs related to SaaS arrangements.

Property, Plant and Equipment

Changes in net book value during the presented periods are summarized below:

Fixtures and fittings Furniture and equipment Construction in Progress Total

(in thousands)

Net book value at January 1, 2020 $ 12,823 $ 177,030 $ 4,308 $ 194,161

Additions to property, plant and equipment 771 38,932 13,164 52,867

Disposal of property, plant and equipment net of accumulated depreciation ( 2,786 ) ( 1,527 ) — ( 4,313 )

Depreciation expense ( 3,815 ) ( 59,482 ) — ( 63,297 )

Change in consolidation scope — ( 11 ) 17 6

Currency translation adjustment 78 9,485 518 10,081

Transfer into service 247 3,596 ( 3,843 ) —

Net book value at December 31, 2020 7,318 168,023 14,164 189,505

Gross book value at end of period 29,606 439,089 14,164 482,859

Accumulated depreciation at end of period ( 22,288 ) ( 271,066 ) — ( 293,354 )

Net book value at January 1, 2021 7,318 168,023 14,164 189,505

Additions to property, plant and equipment 2,493 17,396 14,324 34,213

Disposal of property, plant and equipment net of accumulated depreciation ( 4,382 ) ( 5,237 ) — ( 9,619 )

Depreciation expense ( 1,393 ) ( 64,443 ) — ( 65,836 )

Change in consolidation scope — 16 — 16

Currency translation adjustment ( 118 ) ( 7,291 ) ( 909 ) ( 8,318 )

Transfer into service — 14,182 ( 14,182 ) —

Net book value at December 31, 2021 $ 3,918 $ 122,646 $ 13,397 $ 139,961

Property and Equipment, Net

Major classes of property and equipment were as follows (in thousands)

As of December 31,

Computer equipment 292,246 340,404

Furniture and fixtures 8,629 7,408

Construction in progress (1)

47,534 13,397

Leasehold improvements 12,968 13,432

Gross book value at end of period 361,377 374,641

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

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.

Accumulated depreciation ( 230,170 ) ( 234,680 )

Net book value at end of period $ 131,207 $ 139,961

(1) includes leasehold improvements projects which are not yet ready for the intended use.

Depreciation expense for 2022 and 2021 was 55.6 million and 65.8 million, respectively.

For the years ended December 31, 2022 and 2021 there were no impairment charges to property and equipment.

Intangible assets

Changes in net book value during the presented periods are summarized below:

Software Technology and customer relationships Construction in Progress Total

(in thousands)

Net book value at January 1, 2020 $ 19,115 $ 65,204 $ 2,567 $ 86,886

Additions to intangible assets 3,169 — 11,246 14,415

Disposal of intangible assets — — — —

Amortization and impairment expense ( 9,420 ) ( 15,520 ) — ( 24,940 )

Change in consolidation scope 64 — — 64

Currency translation adjustment 1,460 1,142 717 3,319

Transfer into service 2,211 — ( 2,211 ) —

Net book value at December 31, 2020 16,599 50,826 12,319 79,744

Gross book value at end of period 66,851 148,063 12,319 227,233

Accumulated amortization and impairment at end of period ( 50,252 ) ( 97,237 ) — ( 147,489 )

Net book value at January 1, 2021 16,599 50,826 12,319 79,744

Additions to intangible assets 6,817 — 13,965 20,782

Disposal of intangible assets ( 49 ) — — ( 49 )

Amortization and impairment expense ( 9,636 ) ( 12,930 ) — ( 22,566 )

Change in consolidation scope — 7,901 — 7,901

Currency translation adjustment ( 1,165 ) ( 1,026 ) ( 994 ) ( 3,185 )

Transfer into service 5,996 — ( 5,996 ) —

Net book value at December 31, 2021 $ 18,562 $ 44,771 $ 19,294 $ 82,627

Gross book value at end of period 73,924 152,282 19,294 245,500

Accumulated amortization and impairment at end of period ( 55,362 ) ( 107,511 ) — ( 162,873 )

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

The average life of software is 3 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.

December 31, 2022 December 31, 2021

Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount

Software $ 63,218 $ ( 53,228 ) $ 9,990 $ 73,924 $ ( 55,362 ) $ 18,562

Acquired technology 153,410 ( 62,492 ) 90,918 60,904 ( 49,434 ) 11,470

Acquired customer relationship 97,419 ( 66,003 ) 31,416 91,365 ( 58,077 ) 33,288

Internally developed software in progress 43,659 — 43,659 19,307 — 19,307

Total intangible assets, net 357,706 ( 181,723 ) 175,983 245,500 ( 162,873 ) 82,627

Amortization expense was 33.4 million, 22.6 million, and 24.9 million for the year ended December 31, 2022, 2021 and 2020, respectively.

Software mainly consists of internally developed software.

As of December 31, 2022, expected amortization expense for intangible assets for the next five years and thereafter is as follows (in thousands):

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Changes in the carrying amount of goodwill for the years ended December 31, 2022 and 2021 were as follows:

Marketing Solutions Retail Media Total

Marketing Solutions Retail Media Iponweb Total

(in thousands)

Balance at January 1, 2021 $ 186,383 $ 139,422 $ — $ 325,805

Additions to goodwill — 2,807 2,807

Acquisitions — 8,712 — 8,712

Currency translation adjustment ( 2,684 ) ( 2,134 ) — ( 4,818 )

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

Additions to goodwill — 8,712 8,712

Acquisitions — — 187,600 187,600

Currency translation adjustment ( 2,919 ) ( 2,320 ) 3,079 ( 2,159 )

Balance at December 31, 2022 $ 180,780 $ 143,680 $ 190,679 $ 515,140

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, 2022, no impairment has been detected.

Non-Current Financial Assets

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

Changes in provisions during the presented periods are summarized below:

Provision for employee- related litigation Other provisions Total

(in thousands)

Balance at January 1, 2020 $ 620 $ 5,765 $ 6,385

Charges 507 994 1,501

Provision used — ( 831 ) ( 831 )

Provision released not used ( 33 ) ( 2,207 ) ( 2,240 )

Currency translation adjustments 85 26 111

— ( 2,676 ) ( 2,676 )

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

Charges 988 989 1,977

Provision used ( 557 ) — ( 557 )

Provision released not used (*)

( 394 ) — ( 394 )

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

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

- of which current $ 1,117 $ 1,846 $ 2,963

- of which non-current $ — $ 96 $ 96

* Due to changes in management's best estimates of the future outflow

** Transfer to Other liabilities due to tax notification received confirming the amount owed

The amount of the provisions represents management’s best estimate of the future outflow.

Financial Liabilities

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Nature (in thousands) Interest rate Settlement date

Bank Syndicate RCF - September 2015 (1)

€ 350,000 € — € — Floating rate:

EURIBOR / LIBOR + margin depending on leverage ratio March 2022

(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 or the applicable reference rate replacing each of them, plus a margin to be adjusted on the basis of the leverage ratio.

Bank Syndicate RCF - September 2022 € 407,000 € — € — Floating rate:

EURIBOR / SOFR + margin depending on leverage ratio September 2027

On September 27, 2022, we entered into a new Revolving Credit Facility ("RCF") with a five year tenor with a syndicate of banks which allows us to draw up to € 407.0 million ($ 434.0 million).

We are also party to short-term credit lines and overdraft facilities with HSBC plc, BNP Paribas and LCL with an authorization to draw up to a maximum of € 21.5 million ($ 22.9 million) in the aggregate under the short-term credit lines and overdraft facilities.

As of December 31, 2022, we had not drawn on any of these facilities.

Any loans or overdrafts under these short-term facilities bear interest based on the one month EURIBOR rate or three month EURIBOR rate.

As these facilities are exclusively short-term credit and overdraft facilities, our banks have the ability to terminate such facilities on short notice.

At December 31, 2022, no amount is drawn under the RCF.

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These operating leases will commence during the fiscal year ending December 31, 2023.

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.

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 $ 0.2 million, Sales and Operations expenses of $ 0.0 million and $ 1.1 million, and General and Administrative expenses of $ 0.0 million and $ 0.3 million.

Other Current Liabilities

Other Current Liabilities and Non Current Liabilities

Other current liabilities are presented in the following table:

1 unchanged sentence

(in thousands)

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

Customer prepayments $ 16,334 $ 16,423

Rebates 17,671 17,423

2 unchanged sentences

Deferred revenue 10 82

Earn out liability - current $ 21,640 $ —

Total $ 83,457 $ 39,523

Other non-current liabilities are presented in the following table:

Year Ended December 31,

(in thousands)

Earn out liability – non-current $ 44,696 $ —

Uncertain tax positions 17,980 —

Other 6,550 9,886

Total $ 69,226 $ 9,886

Earn out liability

As part of the Iponweb Acquisition (refer to Note 2), the Sellers are entitled to contingent consideration of a maximum of $ 100.0 million, which is conditioned upon the achievement of certain revenue targets by the Iponweb business for the 2022 and 2023 fiscal years.

The related earn out liability is valued and discounted using management's best estimate of the consideration that will be paid in 2023 (current portion) and 2024 (non-current portion).

Employee Benefits

24 unchanged sentences

49.0 % - 50.0 %

Expected staff turnover

20 unchanged sentences

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

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 (2)

( 2,647,742 )

3 unchanged sentences

Issuance of shares under share option and free share plans (3)

( 2,634,619 )

Treasury Shares Issued for RSU Vesting 1,625,742

1 unchanged sentence

Share repurchase program ( 5,135,359 )

( 2,647,742 )

Balance at December 31, 2022 57,263,624

1 unchanged sentence

of which Treasury stock ( 5,985,104 )

(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

(1) 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

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

Nature of Expenses Allocated by Function

Nature of Expenses Allocated to Cost of Revenue

Year Ended December 31,

2021 2020 2019

(in thousands)

Traffic acquisition costs $ ( 1,333,440 ) $ ( 1,247,571 ) $ ( 1,314,947 )

Other cost of revenue ( 138,851 ) ( 137,028 ) ( 117,533 )

Hosting costs ( 55,797 ) ( 61,458 ) ( 57,139 )

Depreciation and amortization ( 61,119 ) ( 55,935 ) ( 44,866 )

Data acquisition ( 4,223 ) ( 4,961 ) ( 2,410 )

Other cost of sales ( 17,712 ) ( 14,674 ) ( 13,118 )

Total cost of revenue $ ( 1,472,291 ) $ ( 1,384,599 ) $ ( 1,432,480 )

Nature of Expenses Allocated to Research and Development

Year Ended December 31,

2021 2020 2019

(in thousands)

Personnel expenses $ ( 108,206 ) $ ( 90,525 ) $ ( 116,803 )

Personnel expense excluding equity awards compensation expense and research tax credit ( 108,877 ) ( 97,396 ) ( 123,696 )

Equity awards compensation expense ( 16,334 ) ( 9,771 ) ( 9,320 )

Research tax credit 17,005 16,642 16,213

Other cash operating expenses ( 33,882 ) ( 30,115 ) ( 37,820 )

Subcontracting and other headcount related costs ( 10,946 ) ( 10,706 ) ( 16,343 )

Rent and facilities costs ( 12,993 ) ( 12,196 ) ( 14,009 )

Consulting and professional fees ( 8,613 ) ( 4,782 ) ( 4,416 )

Marketing costs ( 897 ) ( 2,135 ) ( 3,818 )

Other ( 433 ) ( 296 ) 766

Other non-cash operating expenses ( 9,729 ) ( 11,873 ) ( 17,968 )

Depreciation and amortization ( 8,682 ) ( 10,759 ) ( 17,208 )

Net change in other provisions ( 1,047 ) ( 1,114 ) ( 760 )

Total research and development expenses $ ( 151,817 ) $ ( 132,513 ) $ ( 172,591 )

Nature of Expenses Allocated to Sales and Operations

Year Ended December 31,

2021 2020 2019

(in thousands)

Personnel expenses $ ( 230,694 ) $ ( 222,370 ) $ ( 243,733 )

Personnel expense excluding equity awards compensation expense ( 218,071 ) ( 212,081 ) ( 226,849 )

Equity awards compensation expense ( 12,623 ) ( 10,289 ) ( 16,884 )

Other cash operating expenses ( 77,530 ) ( 70,680 ) ( 109,268 )

Subcontracting and other headcount related costs ( 12,930 ) ( 13,338 ) ( 24,655 )

Rent and facilities costs ( 24,881 ) ( 29,713 ) ( 32,353 )

Marketing costs ( 11,042 ) ( 2,882 ) ( 20,804 )

Consulting and professional fees ( 11,982 ) ( 9,660 ) ( 6,988 )

Operating taxes ( 6,550 ) ( 4,268 ) ( 6,197 )

Other including bad debt expense ( 10,145 ) ( 10,819 ) ( 18,271 )

Other non-cash operating expenses ( 17,392 ) ( 37,235 ) ( 22,476 )

Depreciation and amortization ( 9,781 ) ( 18,495 ) ( 30,620 )

Net change in provisions for doubtful receivables ( 6,948 ) ( 19,264 ) 9,740

Net change in other provisions ( 663 ) 524 ( 1,596 )

Total sales and operations expenses $ ( 325,616 ) $ ( 330,285 ) $ ( 375,477 )

Nature of Expenses Allocated to General and Administrative

Year Ended December 31,

2021 2020 2019

(in thousands)

Personnel expenses $ ( 82,652 ) $ ( 66,062 ) $ ( 75,815 )

Personnel expense excluding equity awards compensation expense ( 67,081 ) ( 57,351 ) ( 61,020 )

(3) (4) Adopted by The Board of Directors on July 28, 2022 and December 7, 2022

Share-Based Compensation

Equity awards Compensation Expense

Other cash operating expenses ( 66,731 ) ( 47,950 ) ( 52,057 )

Subcontracting and other headcount related costs ( 17,184 ) ( 9,576 ) ( 14,781 )

Rent and facilities costs ( 12,037 ) ( 11,228 ) ( 11,951 )

Marketing costs ( 2,078 ) ( 1,645 ) ( 3,130 )

Consulting and professional fees ( 33,436 ) ( 20,081 ) ( 19,329 )

Other ( 1,996 ) ( 5,420 ) ( 2,866 )

Other non-cash operating expenses ( 3,251 ) ( 2,383 ) ( 11,882 )

Depreciation and amortization ( 2,054 ) ( 4,153 ) ( 8,825 )

Net change in other provisions ( 1,197 ) 1,770 ( 3,057 )

Total general and administrative expenses $ ( 152,634 ) $ ( 116,395 ) $ ( 139,754 )

Allocation of Personnel Expenses

Allocation of Personnel Expenses By Function

Equity awards compensation expense recorded in the consolidated statements of operations was as follows:

Year Ended December 31,

1 unchanged sentence

(in thousands)

Research and development expenses $ ( 108,206 ) $ ( 90,525 ) $ ( 116,803 )

Sales and operations expenses ( 230,694 ) ( 222,370 ) ( 243,733 )

General and administrative expenses ( 82,652 ) ( 66,062 ) ( 75,815 )

Total personnel expenses $ ( 421,552 ) $ ( 378,957 ) $ ( 436,351 )

Allocation of Personnel Expenses by Nature

Research and Development ( 36,514 ) ( 16,334 ) ( 9,771 )

Sales and Operations ( 14,200 ) ( 12,623 ) ( 10,289 )

General and Administrative ( 14,320 ) ( 15,571 ) ( 8,710 )

Total equity awards compensation expense ( 65,034 ) ( 44,528 ) ( 28,770 )

Tax benefit from equity awards compensation expense 5,423 4,858 2,720

Total equity awards compensation expense, net of tax effect $ ( 59,611 ) $ ( 39,670 ) $ ( 26,050 )

The breakdown of the equity award compensation expense by instrument type was as follows:

Year Ended December 31,

1 unchanged sentence

(in thousands)

Wages and salaries $ ( 300,503 ) $ ( 278,934 ) $ ( 306,862 )

Severance pay ( 7,145 ) ( 5,251 ) ( 12,504 )

Social charges ( 90,532 ) ( 75,552 ) ( 76,594 )

Other social expenses 4,151 ( 7,091 ) ( 15,513 )

Equity awards compensation expense ( 44,528 ) ( 28,771 ) ( 40,999 )

Profit sharing — — ( 92 )

Research tax credit (classified as a reduction of R&D expenses) 17,005 16,642 16,213

Total personnel expenses $ ( 421,552 ) $ ( 378,957 ) $ ( 436,351 )

Share-Based Compensation

Share Options Plans and Employee Warrants Grants (BSPCE)

The Board of Directors has been authorized by the general meeting of the shareholders to grant employee warrants (Bons de Souscription de Parts de Créateur d’Entreprise or “BSPCE”) and to implement share options, free shares plans as follows:

• Issuance of 2,112,000 BSPCE, authorized at the General Meeting of Shareholders on October 24, 2008, making available up to 2,112,000 BSPCE until April 24, 2010 (“Plan 1”);

• Issuance of 1,472,800 BSPCE, authorized at the General Meeting of Shareholders on April 16, 2009, making available up to 1,472,800 BSPCE until October 16, 2010 (“Plan 2”);

• 1,584,000 Share Options, authorized at the General Meeting of Shareholders on September 9, 2009, making available up to 1,584,000 share options until November 8, 2012.

This Plan has been amended at the General Meeting of Shareholders on November 16, 2010, making available up to 2,700,000 share options or BSPCE (“Plan 3”);

• Issuance of 361,118 BSPCE, granted to Criteo co-founders at the General Meeting of Shareholders on April 23, 2010 (“Plan 4”);

• 2,800,000 BSPCE or Share Options (Options de Souscription d'Actions or “OSA”) , authorized at the General Meeting of Shareholders on November 18, 2011, making available up to 2,800,000 share options or BSPCE (“Plan 5”);

• 1,654,290 BSPCE or Share Options, authorized at the General Meeting of Shareholders on September 14, 2012, making available up to 1,654,290 share options or BSPCE (“Plan 6”).

• 6,627,237 BSPCE or Share Options, authorized at the General Meeting of Shareholders on August 2, 2013, making available up to 6,627,237 share options or BSPCE (“Plan 7”).

• 9,935,710 Share Options, authorized at the General Meeting of Shareholders on June 18, 2014, making available up to 9,935,710 share options (“Plan 8”).

The Board of Directors has also authorized free shares/restricted stock units ("RSUs") to Criteo employees under presence condition and to certain senior managers, employees and members of the Management, subject to the achievement of internal performance objectives and presence condition.

• 4,600,000 Share Options or RSUs, authorized at the General Meeting of Shareholders on June 29, 2016 and 100,000 BSAs (any BSA granted will also be deducted from the 4,600,000 limit), such authorizations collectively referred to as “Plan 9”.

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

• 4,600,000 Share Options or RSUs, authorized at the General Meeting of Shareholders on June 28, 2017 and 120,000 BSAs (any BSA granted will also be deducted from the 4,600,000 limit), such authorizations collectively referred to as “Plan 10”.

• 4,200,000 Share Options or RSUs, authorized at the General Meeting of Shareholders on June 27, 2018 and 150,000 BSAs (any BSA granted will also be deducted from the limit), such authorizations collectively referred to as “Plan 11”.

• 6,200,000 Share Options or RSUs, authorized at the General Meeting of Shareholders on May 16, 2019 and 175,000 BSAs (any BSA granted will also be deducted from the limit), such authorizations collectively referred to as “Plan 12”.

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.

• 6,463,000 Share Options or RSUs, authorized at the General Meeting of Shareholders on June 25, 2020, such authorizations collectively referred to as “Plan 13”.

• 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.

We also grant beneficiaries ordinary shares of the Parent upon the vesting of RSUs.

Prior to the beginning of our share repurchase programs described elsewhere in this Form 10-K, these grants relating to vested RSUs were completed using newly issued ordinary shares.

Since the initiation of our share repurchase programs, the grants relating to vested RSUs are completed using existing ordinary shares that were repurchased as part of our share repurchase programs.

The vesting schedule for the BSPCEs and OSAs is the following for the Plans 1, 2 and 3:

• up to one third (1/3) of the BSPCEs on the first anniversary of the date of grant;

• up to one twelfth (1/12) at the expiration of each quarter following the first anniversary of the date of grant, and this during twenty-four ( 24 ) months thereafter.

• The BSPCEs and OSAs may be exercised at the latest within ten ( 10 ) years from the date of grant.

For the Plan 3 amended to Plan 13, the vesting schedule is as follows:

• up to one fourth (1/4) of the BSPCEs/share options on the first anniversary of the date of grant;

• up to one-sixteenth (1/16) at the expiration of each quarter following the first anniversary of the date of grant, and this during thirty-six ( 36 ) months thereafter.

• The BSPCEs and OSAs may be exercised at the latest within ten ( 10 ) years from the date of grant.

The vesting schedule for the RSUs is as follows:

• 50 % at the expiration of a two year period;

• 6.25 % at the expiration of each quarter following the first two years-period during twenty four ( 24 ) months.

When the Company was not listed, exercise prices were determined by reference to the latest capital increase as of the date of grant, unless the Board of Directors decided otherwise.

Since our initial public offering, exercise prices are determined by reference to the closing share price the day before the date of the grant if higher than a floor value of 95 % of the average of the closing share price for the last 20 trading days.

Share options ( 97 ) ( 986 ) ( 820 )

Lock-up shares ( 18,049 ) — —

Restricted stock units / Performance stock units ( 45,025 ) ( 41,747 ) ( 26,280 )

Non-employee warrants ( 1,863 ) ( 1,795 ) ( 1,670 )

Total equity awards compensation expense ( 65,034 ) ( 44,528 ) ( 28,770 )

Tax benefit from equity awards compensation expense 5,423 4,858 2,720

Total equity awards compensation expense, net of tax effect $ ( 59,611 ) $ ( 39,670 ) $ ( 26,050 )

A detailed description of each instrument type is provided below.

Share Options

Stock options granted under the Company’s stock incentive plans generally vest over four years , subject to the holder’s continued service through the vesting date and expire no later than 10 years from the date of grant.

In the following tables, exercise prices, grant date share fair values and fair value per equity instruments are provided in euros, as the Company is incorporated in France and the euro is the currency used for the grants.

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 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 - June 14, 2021 June 15, 2021 - December 15, 2021

Vesting period 3.0 years

3.0 - 4.0 years

4.0 - 5.0 years

Contractual life 10.0 years

Expected option life 8.0 years

6.0 - 8.0 years

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 RSU

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

Exercise price € 0.45 - € 2.1

€ 38.2 - € 43.45

€ 24.63 - € 28.69

€ 15.86 - € 17.98

€ 8.66 - € 15.67

Valuation method Black & Scholes

Grant date share fair value € 0.2 -

€ 38.20 - € 43.45

€ 24.63 - € 28.69

€ 22.92 - € 44.37

€ 15.86 - € 17.98

€ 24.92 - € 44.37

€ 8.66 - € 15.67

€ 3.29 - € 17.44

€ 10.79 - € 33.36

€ 27.92 - € 35.64

Expected volatility (1)

53.0 % - 55.7 %

55.2 % - 57.8 %

52.1 % - 52.9 %

49.6 % - 50.2 %

44.2 % - 50.1 %

39.4 % - 44.5 %

40.6 % - 41.3 %

41.0 % - 41.5 %

40.7 % - 41.2 %

39.2 % - 39.9 %

Discount rate (2)

2.74 % - 4.10 %

2.62 % - 3.76 %

2.79 % - 3.53 %

1.80 % - 2.27 %

1.20 % - 2.40 %

N/A N/A N/A 0.60 % - 0.70 %

N/A 0.10 % - 0.90 %

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) (I) Yes (I)

Fair value per option / RSU € 0.08 - € 0.45

€ 14.49 - € 16.82

€ 9.85 - € 11.40

€ 22.92 - € 44.37

€ 6.15 - € 6.94

€ 15.86 - € 30.80

€ 3.29 -€ 5.78

€ 8.66 -€ 17.44

€ 10.79 - € 33.36

€ 27.92 - € 35.64

(1) Based on similar listed entities.

(2) Based on Obligation Assimilables du Trésor, i.e.

French government bonds with a ten-year maturity (“TEC 10 OAT floating-rate bonds”).

(A) Options subject to performance condition:

Among the 960,000 share options granted in April 7, 2011, 180,000 are subjected to performance conditions based on revenue excluding traffic acquisition costs targets that were met in 2012.

(B) On October 25, 2012, the Board of Directors of the Parent also granted a total of 257,688 BSPCE to our co-founders.

The conditions of exercise of these BSPCE are linked to a future liquidity event or a transfer of control of the Company, and the number of BSPCE that can be exercised are determined by the event’s date which cannot occur after March 31, 2014.

Based on the assumptions known as at December 31, 2012, we determined that the share-based compensation expense would be recognized over a one-year period.

This assumption was confirmed in 2013.

(C) On October 29, 2015, the Board of Directors of the Parent also granted a total of 337,960 RSU to Criteo employees under condition of presence and to certain senior managers, employees and members of the management, subject to the achievement of internal performance objectives and condition of presence.

Based on the assumptions known at December 31, 2015, we determined the share-based compensation expense by applying a probability ratio on performance objectives completion.

This assumption was confirmed in 2016.

On January 29, 2016, the Board of Directors of the Parent granted a total of 33,010 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, 2016, we determined the share-based compensation expense by applying a probability ratio on performance objectives completion.

This assumption was confirmed in 2016.

(D) On July 28, 2016, the Board of Directors of the Parent granted a total of 195,250 RSUs to certain senior managers and members of the management, subject to the achievement of internal performance objectives and condition of presence.

Based on the assumptions known at December 31, 2016, we determined the share-based compensation expense by applying a probability ratio on performance objectives completion.

This assumption was confirmed in 2017.

(E) On June 27, 2017, the Board of Directors of the Parent granted a total of 135,500 RSUs to certain senior managers and members of the management, subject to the achievement of internal performance objectives and condition of presence.

Based on the assumptions known at December 31, 2017, we determined the share-based compensation expense by applying a probability ratio on performance objectives completion.

This assumption was confirmed in 2018.

(F) On July 26, 2018, the Board of Directors of the Parent granted a total of 203,332 RSUs to certain senior managers and members of the management, subject to the achievement of internal performance objectives and condition of presence.

Based on the assumptions known at December 31, 2018, we determined the share-based compensation expense by applying a probability ratio on performance objectives completion.

(G) On April 25, 2019, the Board of Directors of the Parent granted a total of 257,291 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, 2019, we determined the share-based compensation expense by applying a probability ratio on performance objectives completion.

(H) On March 3, 2020, October 23, 2020 and December 9, 2020 the Board of Directors of the Parent granted a total of 272,600 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, 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

OSAs RSUs Total

Balance at January 1, 2019 3,187,465 4,780,137 7,967,602

Granted 438,347 3,147,751 3,586,098

Exercised (BSPCE and OSA) ( 83,266 ) — ( 83,266 )

Vested (RSU) — ( 1,219,112 ) ( 1,219,112 )

Forfeited ( 983,012 ) ( 1,729,789 ) ( 2,712,801 )

Expired — — —

Balance at December 31, 2019 2,559,534 4,978,987 7,538,521

Options Outstanding

Number of Shares Underlying Outstanding Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value

Outstanding - December 31, 2021 561,584

Options granted —

Options exercised ( 56,767 )

Options canceled ( 133,648 )

Options expired 1,160

Outstanding - December 31, 2022 372,329 € 20.7 4.62 € 5.83

Vested and exercisable - December 31, 2022 278,462

The aggregate intrinsic value represents the difference between the exercise price of the options and the fair market value of common stock on the date of exercise.

No new stock options were granted in the year ending December 31, 2022 and December 31, 2021.

As of December 31, 2022, unrecognized stock-based compensation $ 0.1 million related to unvested stock options will be recognized on a straight-line basis over a weighted average period of 1 year.

Lock up shares

On August 1, 2022, 2,960,243 Treasury shares were transferred to the Founder (referred to as Lock Up Shares or "LUS", see Note 2), as partial consideration for the Iponweb Acquisition.

As these shares are subject to a lock-up period that expires in three installments on each of the first three anniversaries of the Iponweb Acquisition, unless the Founder's employment agreement is terminated under certain circumstances during the pendency of such lock-up period, they are considered as equity settled share-based payments under ASC 718 and are accounted over the three-year vesting period.

The share based compensation expense is included in Research and Development expenses on the Consolidated Statement of Income.

The shares were valued based on the volume weighted average price of one ADS traded on Nasdaq during the twenty ( 20 ) trading days immediately preceding July 28, 2022.

Shares Weighted-Average Grant date Fair Value Per Share

Outstanding as of December 2021 —

Granted 2,960,243

Exercised (BSPCE and OSA) ( 223,934 ) — ( 223,934 )

Vested (RSU) — ( 1,478,894 ) ( 1,478,894 )

Forfeited ( 370,355 ) ( 1,230,404 ) ( 1,600,759 )

Expired ( 3,600 ) — ( 3,600 )

Balance at December 31, 2020 2,102,158 4,954,091 7,056,249

Outstanding as of December 31, 2022 2,960,243 $ 23.94

At December 31, 2022, the Company had unrecognized stock-based compensation relating to restricted stock of approximately $ 55.7 million, which is expected to be recognized over a period of 3 years.

Restricted Stock Units / Performance Stock Units

Restricted stock awards generally vest over four years , subject to the holder’s continued service and/or certain performance conditions through the vesting date.

Shares (RSU) Weighted-Average Grant date Fair Value Per Share

Outstanding as of December 2021 4,765,558

Granted 3,004,700

Exercised (BSPCE and OSA) ( 1,100,733 ) — ( 1,100,733 )

Vested (RSU) — ( 1,570,815 ) ( 1,570,815 )

Vested ( 1,488,533 )

Forfeited ( 931,770 )

Expired — — —

Balance at December 31, 2021 570,801 5,299,356 5,870,157

Breakdown of the Closing Balance

Balance at December 31, 2019

Number outstanding

$ 3,600 $ 63,544 $ 230,673 $ 26,350 $ 216,157 $ 1,080,017 $ 116,580 $ 318,766 $ 128,380 $ 375,467 $ 4,978,987 $ 7,538,521

Weighted-average exercise price

€ 0.70 € 4.37 € 5.95 € 9.28 € 17.70 € 29.69 € 41.50 € 26.58 € 17.32 € 15.67 € — € 23.09

Number exercisable

3,600 63,544 230,673 26,350 216,157 1,066,670 80,966 129,908 16,375 — — 1,834,243

Weighted-average exercise price

€ 0.70 € 4.37 € 5.95 € 9.28 € 17.70 € 29.58 € 41.17 € 26.42 € — € — € — € 24.12

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

Balance at December 31, 2020

Number outstanding

— 42,644 101,852 20,870 104,131 921,534 97,013 169,754 128,380 515,980 4,954,091 7,056,249

Weighted-average exercise price

€ — € 5.31 € 5.95 € 9.36 € 20.05 € 29.82 € 41.18 € 26.46 € 17.32 € 13.76 € — € 26.81

Number exercisable

— 42,644 101,852 20,870 104,131 921,534 97,013 169,754 56,330 93,867 — 1,607,995

Weighted-average exercise price

€ — € 5.31 € 5.95 € 9.36 € 20.05 € 29.82 € 41.18 € 26.46 € 17.52 € — € — € 24.87

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

Balance at December 31, 2021

Number outstanding

— — 9,400 10,382 45,751 170,006 — — 52,072 283,190 5,299,356 5,870,157

Weighted-average exercise price

€ — € — € 5.95 € 9.37 € 22.45 € 30.19 € — € — € 17.21 € 13.50 € — € 26.04

Number exercisable

— — 9,400 10,382 45,751 170,006 — — 12,117 7,638 — 255,294

Weighted-average exercise price

€ — € — € 5.95 € 9.37 € 22.45 € 30.19 € — € — € 17.79 € 15.67 € — € 19.78

Weighted-average remaining contractual life

— — 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)

In addition to the RSUs, share options and BSPCE grants, the shareholders of the Parent also authorized the grant of non-employee warrants or Bons de Souscription d’Actions (“BSA”), as indicated below:

up to one-eighth (1/8) at the expiration of each quarter following the date of grant, and this during twenty-four ( 24 ) months;

and at the latest within ten ( 10 ) years as from the date of grant.

up to one third (1/3) of the non-employee warrants on the first anniversary of the date of grant;

then up to one twelfth (1/12) at the expiration of each quarter following the first anniversary of the beginning of the vesting period, and this during twenty-four ( 24 ) months thereafter;

and at the latest within ten ( 10 ) years as from the date of grant.

up to one-twenty fourth (1/24) at the expiration of each month following the date of grant, and this during twenty-four ( 24 ) months, and at the latest within ten ( 10 ) years as from the date of grant.

• Plan D (member of the advisory board) :

up to one-twenty fourth (1/24) at the expiration of each month following the date of grant, and this during twenty-four ( 24 ) months;

and at the latest within ten ( 10 ) years as from the date of grant.

• Plan D (not member of the advisory board):

one-third (1/3) at the date of grant;

one third (1/3) at the first anniversary of the date of grant;

one third (1/3) at the second anniversary of the date of grant;

and at the latest within ten ( 10 ) years as from the date of grant.

• Plans E, F, G, H and I :

up to one fourth (1/4) of the non-employee warrants on the first anniversary of the date of grant;

up to one-sixteenth (1/16) at the expiration of each quarter following the first anniversary of the date of grant, and this during thirty-six ( 36 ) months thereafter;

and at the latest within ten ( 10 ) years from the date of grant.

Upon exercise of the non-employee warrants, we offer settlement of the warrants in newly issued ordinary shares of the Parent.

Details of Non-Employee Warrants

Plan A Plan B Plan C Plan D Plan E Plan F Plan G Plan H Plan I

Dates of grant

(Boards of Directors) November 17, 2009 March 11, 2010 November 16, 2010 - September 21, 2011 October 25, 2012 - March 6, 2013 March 19, 2015 - October 29, 2015 April 20, 2016 - March 1, 2017 July 27, 2017 - October 26, 2017 October 25, 2018 October 24, 2019

Vesting period 2 years

Contractual life 10 years

Number of warrants granted 231,792

Share entitlement per warrant 1

Share warrant price € 0.02

€ 0.07 - € 0.11

€ 0.04 - € 0.30

€ 0.43 - € 0.48

€ 9.98 - € 16.82

€ 13.89 - € 17.44

€ 13.88 - € 17.55

Exercise price € 0.70

€ 0.70 - € 5.95

€ 8.28 - € 9.65

€ 35.18 - € 41.02

€ 33.98 - € 43.42

€ 35.80 - € 44.37

Valuation method Binomial method

Grant date share fair value € 0.2

€ 0.7 - € 4.98

€ 6.43 - € 9.65

€ 35.18 - € 41.02

€ 33.98 - € 44.33

€ 35.8 - € 44.37

Expected volatility (1)

40.6 % - 40.9 %

Discount rate (2)

2.62 % - 3.38 %

2.13 % - 2.27 %

0.1 % - 0.66 %

0.54 % - 0.6 %

Performance conditions No Yes (A) No No No No No No No

Fair value per warrant € 0.05

€ 0.33 - € 0.38

€ 0.40 - € 2.58

€ 2.85 - € 4.98

€ 9.98 - € 16.82

€ 13.89 - € 14.55

€ 13.88 - € 17.55

(1) Based on similar listed entities.

(2) Based on Obligations Assimilables du Trésor, i.e.

French government bonds with a ten-year maturity (“TEC 10 OAT floating-rate bonds”).

(A) All the performance conditions were achieved during the period ended December 31, 2010.

Changes in Number of Non-Employee Warrants

Balance at January 1, 2019 291,670

Outstanding as of December 31, 2022 5,349,955 € 24.84

At December 31, 2022, the Company had unrecognized stock-based compensation relating to restricted stock of approximately $ 80.2 million, which is expected to be recognized over a weighted-average period of 3.17 years.

Shares (PSU) Weighted-Average Grant date Fair Value Per Share

Outstanding as of December 2021 533,798

Granted 464,182

Forfeited ( 33,583 )

Balance at December 31, 2019 363,767

Exercised ( 7,250 )

Vested ( 144,403 )

Forfeited ( 331,110 )

Balance at December 31, 2020 343,775

Balance at December 31, 2021 343,775

Breakdown of the Closing Balance

Outstanding as of December 31, 2022 522,467 € 23.55

At December 31, 2022, the Company had unrecognized stock-based compensation relating to restricted stock of approximately $ 5.5 million, which is expected to be recognized over a weighted-average period of 2.8 years .

Non-employee warrants

Balance at December 31, 2019

Number outstanding 363,767

Weighted-average exercise price € 14.83

Number exercisable 156,604

Weighted-average exercise price € 17.52

Weighted-average remaining contractual life 7.6 years

Balance at December 31, 2020

Number outstanding 343,775

Weighted-average exercise price € 15.12

Number exercisable 205,890

Weighted-average exercise price € 17.33

Weighted-average remaining contractual life 6.8 years

Balance at December 31, 2021

Number outstanding 343,775

Weighted-average exercise price € 15.12

Number exercisable 343,775

Weighted-average exercise price € 15.12

Weighted-average remaining contractual life 5.8 years

Reconciliation with the Consolidated Statements of Income

Balance for the year ended December 31, 2021 Balance for the year ended December 31, 2020 Balance for the year ended December 31, 2019

(in thousands)

R&D S&O G&A Total R&D S&O G&A Total R&D S&O G&A Total

RSUs ( 16,334 ) ( 12,337 ) ( 13,076 ) ( 41,747 ) ( 9,771 ) ( 9,891 ) ( 6,619 ) ( 26,281 ) ( 9,742 ) ( 17,282 ) ( 11,109 ) ( 38,133 )

Share options / BSPCE — ( 286 ) ( 700 ) ( 986 ) — ( 398 ) ( 422 ) ( 820 ) 422 398 ( 2,300 ) ( 1,480 )

Plan 8 — — — — — — ( 20 ) ( 20 ) 131 90 ( 187 ) 34

Plan 9 — — — — — — 231 231 202 258 ( 314 ) 146

Plan 10 — — — — — — 874 874 89 178 ( 1,454 ) ( 1,187 )

Plan 11 — ( 83 ) ( 60 ) ( 143 ) — ( 190 ) ( 118 ) ( 308 ) — ( 128 ) ( 269 ) ( 397 )

Plan 12 — ( 203 ) ( 640 ) ( 843 ) — ( 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 )

BSAs — — ( 1,795 ) ( 1,795 ) — — ( 1,670 ) ( 1,670 ) — — ( 1,386 ) ( 1,386 )

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 )

Non-employee warrants generally vest over four years , subject to the holder’s continued service through the vesting date.

Shares Weighted-Average Grant date Fair Value Per Share Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value

Outstanding - December 31, 2021 343,755

Exercised ( 41,000 )

Outstanding - December 31, 2022 302,755 € 15.91 5.43 € 11.8

Vested and exercisable - December 31, 2022 276,355

The aggregate intrinsic value represents the difference between the exercise price of the non-employee warrants and the fair market value of common stock on the date of exercise.

No new stock non-employee warrants were granted in the year ending December 31, 2022 and December 31, 2021.

As of December 31, 2022, the instruments were fully vested.

Financial and Other Income (Expense)

7 unchanged sentences

Fees ( 505 ) ( 283 ) ( 430 )

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

Foreign exchange income (loss) 19,659 ( 1,776 ) ( 150 )

Discounting impact ( 4,700 ) — —

Interest income (expense) on provision for R&C 2,258 — —

Other financial income (expense) 730 2,369 ( 95 )

1 unchanged sentence

Total financial and other income (expense) $ 17,783 $ 1,939 $ ( 1,939 )

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.

The $ 17.8 million financial and other income for the period ended December 31, 2022 was mainly driven by the positive impact of foreign exchange derivatives entered-into to secure the cash consideration of the Iponweb acquisition.

This was partially offset by the $ 4.7 million accretion of earn-out liability related to Iponweb acquisition.

Other impacts come from the foreign exchange reevaluations net of related hedging of our operations, income from cash and cash equivalent, and the financial expense relating to our € 407 million available Revolving Credit Facility (RCF) up-front fees amortization and non-utilization costs.

At December 31, 2022, 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 $ 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.

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.

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

5 unchanged sentences

(in thousands)

Current income tax $ ( 34,811 ) $ ( 28,477 ) $ ( 24,078 )

Current income tax expense (benefit) $ 27,584 $ 34,811 $ 28,477

France 5,665 16,549 16,379

International 21,919 18,262 12,098

Net change in deferred taxes 18,642 ( 3,720 ) ( 15,418 )

Deferred tax expense (benefit) 3,602 ( 18,642 ) 3,720

France 5,868 ( 9,574 ) ( 4,548 )

International ( 2,266 ) ( 9,068 ) 8,268

Provision for income tax $ ( 16,169 ) $ ( 32,197 ) $ ( 39,496 )

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 $ 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.

Income before taxes included income from France of $ 109.9 million, $ 114.4 million and $ 122.7 million for the periods ended 2021, 2020 and 2019 respectively.

Provision for income tax expense (benefit) $ 31,186 $ 16,169 $ 32,197

Income before taxes included income (loss) from France of $( 4.2 ) million,$ 109.9 million and $ 114.4 million for the periods ended 2022, 2021 and 2020 respectively.

Income (loss) before taxes from countries outside of France totaled $ 46.2 million, $ 46.9 million and $( 7.5 ) million for the periods ended December 31, 2022, 2021 and 2020, respectively.

6 unchanged sentences

Theoretical group tax-rates 25.8 % 28.4 % 32.0 %

Nominal tax expense ( 43,684 ) ( 34,225 ) ( 46,641 )

Nominal tax expense (benefit) 10,860 43,684 34,225

Increase / decrease in tax expense arising from:

Research tax credit (1)

4,830 5,298 10,851

Net effect of shared-based compensation (2)

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

BEAT tax effect (3)

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

Other permanent differences (4)

( 6,476 ) 8,979 ( 7,667 )

Non recognition of deferred tax assets related to tax losses and temporary differences (5)

French Research Tax Credit, Crédit d’Impôt Recherche (“CIR”)

( 2,901 ) ( 4,830 ) ( 5,298 )

Shared-based Compensation 2,895 ( 1,429 ) 11,604

BEAT tax — 6,560 18,640

Non-tax deductible provision from loss contingency on regulatory matters (see Note 19) 16,971 — —

Nondeductible Expenses 6,178 6,476 ( 8,979 )

Non recognition of deferred tax assets 3,190 1,666 6,026

Utilization or recognition of previously unrecognized tax losses ( 1,338 ) ( 10,357 ) ( 2,511 )

French CVAE (1)

1,635 2,170 3,464

French CVAE included in income taxes ( 2,170 ) ( 3,464 ) ( 3,632 )

Special tax deductions (7)

Income eligible to reduced taxation rate (2)

( 6,766 ) ( 25,655 ) ( 13,402 )

Change in Uncertain Tax Positions 412 — —

Effect of different tax rates 201 395 ( 3,963 )

Other differences ( 151 ) ( 2,511 ) ( 7,609 )

Effective tax expense $ ( 16,169 ) $ ( 32,197 ) $ ( 39,496 )

Effective tax expense (benefit) $ 31,186 $ 16,169 $ 32,197

Effective tax rate 74.1 % 10.5 % 30.1 %

1 unchanged sentence

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 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.

federal tax purposes, with the result that the foregone deductions will not be treated as a base erosion tax benefit.

(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 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 .

(7) Special tax deductions refer to the application of a reduced income tax rate on the majority of the technology royalties income invoiced by the Parent to its subsidiaries.

(1) French CVAE " cotisation sur la valeur ajoutée des entreprises " - is the business value add contribution tax in France

(2) Income eligible to reduced taxation rate refers to the application of a reduced income tax rate on the majority of the technology royalties income

Deferred Tax Assets and Liabilities

2 unchanged sentences

in profit or loss Change recognized

in OCI Change in consolidation scope Other Currency translation adjustments Year ended December 31, 2020

in OCI Purchase Price Accounting Other Currency translation adjustments Year ended December 31, 2021

Net deferred tax assets :

Net operating loss carryforwards $ 24,576 $ 7,082 $ — $ 2,542 $ — $( 672 ) $ 33,528

Intangibles ( 18,040 ) 4,646 — ( 34 ) — ( 527 ) ( 13,955 )

Stock compensation 10,885 ( 4,173 ) — — — — 6,712

Shared-based Compensation 6,712 4,727 — — ( 5,177 ) 23 6,285

Bad debt allowance 5,216 425 — — — ( 96 ) 5,545

3 unchanged sentences

Financial instruments 268 ( 275 ) — — — ( 8 ) ( 15 )

Tax Credits 16,214 817 — — — — 17,031

Other ( 1,026 ) ( 212 ) — — 5,177 5 3,944

Net deferred tax liabilities:

Intangibles ( 14,689 ) 1,471 — ( 1,817 ) — 63 ( 14,972 )

Gross Deferred Income Taxes 50,823 17,677 ( 398 ) 746 — ( 1,572 ) 67,276

Valuation allowance ( 36,341 ) 965 229 ( 746 ) — 899 ( 34,994 )

2 unchanged sentences

in profit or loss Change recognized

in OCI Change in consolidation scope Other Currency translation adjustments Year ended December 31, 2021

in OCI Purchase Price Accounting Other Currency translation adjustments Year ended December 31, 2022

Net deferred tax assets :

Net operating loss carryforwards $ 33,528 $( 10,285 ) $ — $ — $ — $( 1,793 ) $ 21,450

Intangibles ( 13,955 ) 1,471 — ( 1,817 ) — 63 ( 14,238 )

Stock compensation 6,712 4,727 — — ( 5,177 ) 23 6,285

Shared-based Compensation 6,285 ( 469 ) — — — ( 11 ) 5,805

Bad debt allowance 5,545 ( 291 ) — — — ( 62 ) 5,192

2 unchanged sentences

Projected benefit obligation 1,429 472 ( 855 ) — — ( 88 ) 958

Financial instruments 269 ( 275 ) — — — ( 8 ) ( 14 )

Intangibles ( 14,972 ) 17,996 — 1,550 653 117 5,344

Tax Credits 17,031 ( 11,242 ) — — — — 5,789

Other 3,944 ( 607 ) — 7 85 ( 293 ) 3,136

Net deferred tax liabilities:

Financial instruments ( 15 ) ( 726 ) — — — ( 8 ) ( 749 )

Gross Deferred Income Taxes 67,276 ( 6,832 ) ( 855 ) 1,564 738 ( 2,569 ) 59,322

Valuation allowance ( 34,994 ) 3,230 513 ( 955 ) ( 653 ) 1,720 ( 31,139 )

1 unchanged sentence

Amounts recognized in our Consolidated Financial Statements are calculated at the level of each subsidiary within our Consolidated Financial Statements.

As at December 31, 2021, 2020 and 2019, the valuation allowance against net deferred income taxes amounted to $ 36.4 million, $ 37.3 million and $ 25.3 million, which related mainly to Criteo Corp.

As of December 31, 2022, 2021 and 2020, the valuation allowance against net deferred income taxes amounted to $ 31.1 million, $ 35.0 million and $ 37.3 million, which related mainly to Criteo Corp.

($ 5.7 million, $ 5.7 million and $ 13.3 million, respectively), Criteo Brazil ($ 3.3 million, $ 2.7 million and $ 2.8 million, respectively), Criteo Ltd ($ 8.1 million, $ 7.6 million and $ 7.4 million, respectively), Criteo China ($ 1.1 million, $ 3.3 million and $ 3.3 million, respectively), Criteo Singapore ($ 1.5 million, $ 4.2 million and $ 3.3 million), Criteo Pty ($ 2.6 million, $ 2.7 million and $ 2.8 million) and Criteo France ($ 6.5 million, $ 6.2 million and $ 1.0 million, respectively).

In accordance with ASC 740 - Income taxes , no uncertain tax positions were identified as of December 31, 2021.

The Company has various net operating loss carryforwards in the U.S.

and China for $ 5.7 million and $ 3.3 million, respectively, which begin to expire in 2030 and in 2022, respectively.

The Company has net operating loss carryforwards in the United Kingdom of $ 7.8 million which have no expiration date.

Current tax assets and liabilities

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.

The Company mainly has net operating loss carryforwards in the U.S.

for $ 51.0 million in various states, which begin to expire in 2034 and net operating loss carryforwards in the United Kingdom for $ 40.1 million which have no expiration date.

The company has $ 5.8 million of state R&D tax credits which can be carry-forward indefinitely.

Utilization of our net operating loss and tax credit carryforwards in the US may be subject to annual limitations due to the ownership change limitations provided by the IRS Code 382 and similar state provisions.

Such annual limitations could result in the expiration of the net operating loss and tax credit carryforwards before their utilization.

As of December 31, 2022, we have not provided deferred taxes on unremitted earnings related to foreign subsidiaries.

We intend to continue to reinvest these foreign earnings indefinitely and do not expect to incur any significant taxes related to such amounts.

Ongoing tax audits

3 unchanged sentences

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

Tax years ending on or after December 31, 2020 are subject to examination in France, and tax years ending on or after December 31, 2020 are subject to examination in the US.

Uncertain Tax Positions

The following table summarizes the activity related to our gross unrecognized tax benefits during the years ended December 31, 2022 2021 and 2020:

Year Ended December 31,

2022 2021 2020

(in thousands)

Beginning balance of unrecognized tax benefits $ — $ — $ —

Increases related to current year tax positions $ 13,315 — —

Ending balance of unrecognized tax benefits (excluding interest and penalties) $ 13,315 — —

Interest and penalties associated with unrecognized tax benefits $ 4,665 — —

Ending balance of unrecognized tax benefits (including interest and penalties) $ 17,980 — —

The total amount of gross unrecognized tax benefits, including related interest and penalties, was $ 18.0 million as of December 31, 2022.

All of the unrecognized tax benefits are considered non-current.

Our policy is to recognize interest and penalties associated with tax matters as part of the income tax provision and include accrued interest and penalties with the related income tax liability on our consolidated balance sheet.

During the year ended December 31, 2022, interest expense recorded related to uncertain tax positions was $ 0.4 million

Our Uncertain Tax Positions relate to the acquisition of Iponweb.

For more information regarding the acquisitions and UTP items please refer to Note 2 Business Combinations.

The income taxes we pay are subject to review by taxing jurisdictions globally.

Our estimate of the potential outcome of any uncertain tax position is subject to management’s assessment of relevant risks, facts, and circumstances existing at that time.

We believe that our estimate has adequately provided for these matters.

However, our future results may include adjustments to estimates in the period the audits are resolved, which may impact our effective tax rate.

Earnings Per Share

36 unchanged sentences

As of December 31, 2022, we had $ 64.3 million of other non-cancellable contractual obligations, primarily related to software licenses, maintenance and $ 0.7 million bandwidth for our servers.

Revolving Credit Facilities, Credit Lines Facilities and Bank Overdrafts

As mentioned in Note 12, we are party to one RCF with a syndicate of banks which allow us to draw up to € 350.0 million ($ 396.4 million).

We are also party to short-term credit lines and overdraft facilities with HSBC plc, BNP Paribas and LCL.

We are authorized to draw up to a maximum of € 21.5 million ($ 24.4 million) in the aggregate under the short-term credit lines and overdraft facilities.

As of December 31, 2021, we had not drawn on any of these facilities.

Any loans or overdraft under these short-term facilities bear interest based on the one month EURIBOR rate or three month EURIBOR rate.

As these facilities are exclusively short-term credit and overdraft facilities, our banks have the ability to terminate such facilities on short notice.

Contingencies

2 unchanged sentences

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.

The amount of the provisions represents management’s latest estimate of the expected impact.

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

The Executive Officers as of December 31, 2021 were:

• Megan Clarken - Chief Executive Officer

• Sarah Glickman - Chief Financial Officer and Principal Accounting Officer

• 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:

Year Ended December 31,

2021 2020 2019

(in thousands)

Short-term benefits (1)

$ ( 2,988 ) $ ( 3,380 ) $ ( 3,830 )

Long-term benefits (2)

— ( 23 ) ( 44 )

Shared-based compensation ( 6,718 ) ( 2,103 ) ( 4,605 )

Total $ ( 9,706 ) $ ( 5,506 ) $ ( 8,479 )

(1) wages, bonuses and other compensations

(2) pension defined benefit plan

For the year ended December 31, 2021, 2020 and 2019, there were no material related party transactions.

As previously reported in our Annual Report on Form 10-K for the year ended December 31, 2021, in November 2018, Privacy International filed a complaint with certain data protection authorities, including France's Commission Nationale de l'Informatique et des Libertés ("CNIL"), against Criteo and a number of other similarly situated advertising technology companies, arguing that certain of these companies' practices were not in compliance with the European Union's General Data Protection Regulation ("GDPR").

In January 2020, CNIL opened a formal investigation into Criteo in response to this complaint, and on June 23, 2021, CNIL notified the Company of the appointment of an investigator (rapporteur) for the ongoing investigation.

The investigation also covers another complaint against Criteo received in November 2018 by CNIL from the European Center for Digital Rights ("NOYB").

On August 3, 2022, the assigned rapporteur issued a report that claimed certain GDPR violations, in particular relating to the Company’s contractual relationships with its advertisers and publishers with respect to consent collection oversight.

The report includes a proposed financial sanction against the Company of € 60.0 million ($ 63.9 million).Under the CNIL sanction procedures, Criteo has the right to respond in writing to the report, both with respect to the GDPR findings and the value of the sanction, following which there will be a formal hearing before the CNIL Sanction Committee.

The CNIL Sanction Committee will then issue a draft decision that will be submitted for consultation to other European data protection authorities as part of the cooperation mechanism mandated by GDPR.

Any final decision, including regarding potential financial penalties, will likely not occur until 2023.

Pursuant to U.S.

GAAP, we establish accruals for specific legal proceedings when it is considered probable that a loss has been incurred and the amount of the loss can be reasonably estimated, and these accruals are reviewed and adjusted each quarter based on the information available at that time.

Given the receipt of this report, which included a proposed sanction penalty of € 60.0 million ($ 63.9 million), we have accounted for the proposed penalty as a provision for a loss contingency, which is reflected in our financial statements for the period ended as of December 31, 2022 as general and administrative expenses.

Such amount could be lower or higher based on the final resolution and merits of the claims made in the report.

Non income tax risks

We have recorded a $ 33.8 million provision related to certain non income tax items accounted for under "ASC 450 Contingencies".

These risks were identified and recognized as part of the Iponweb Acquisition.

We have recorded an indemnification asset in the full amount of the provision as the Company is indemnified against certain tax liabilities under the the FPA.

The indemnification asset is recorded as part of "Other non current assets" on the consolidated statement of financial position.

Breakdown of Revenue and Non-Current Assets by Geographical Areas

4 unchanged sentences

The following tables disclose our consolidated revenue for each geographical area for each of the reported periods.

Revenue by geographical area is based on the location of advertisers’ campaigns.

Americas EMEA Asia-Pacific Total

(in thousands)

December 31, 2019 $ 952,154 $ 806,197 $ 503,165 $ 2,261,516

December 31, 2020 894,854 749,672 428,091 2,072,617

December 31, 2021 $ 916,825 $ 844,312 $ 493,098 $ 2,254,235

Revenue generated in France amounted to $ 151.6 million, $ 132.7 million and $ 144.3 million for the periods ended December 31, 2021, 2020 and 2019, respectively.

Revenue by geographical area is based mainly on the location of advertisers’ campaigns.

Revenue generated in other significant countries where we operate is presented in the following table:

2 unchanged sentences

(in thousands)

United States $ 815,797 $ 815,476 $ 861,099

Germany 217,965 184,183 200,025

United Kingdom 87,421 93,319 88,928

Japan $ 309,378 $ 301,183 $ 342,298

Americas $ 891,267 $ 916,825 $ 894,854

of which United States 798,391 815,797 815,476

EMEA 706,861 844,312 749,672

of which France 111,368 151,611 132,741

of which Germany 196,373 217,965 184,183

Asia-Pacific 418,875 493,098 428,091

of which Japan 253,996 309,378 301,183

Other Information

1 unchanged sentence

The geographical information results from the locations of legal entities.

Of which Of which

Holding Americas United States EMEA Asia-Pacific Japan Singapore Total

Americas EMEA Asia-Pacific Total

(in thousands)

4 unchanged sentences

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