5 unchanged sentences
If any of the following risks materialize, our business, financial condition and results of operations could be materially harmed.
−Removed: In that case, the trading price of our ADSs could decline, and you may lose some or all of your investment.
+Added: In that case, the trading price of our ADSs could decline, and you may lose some or all your investment.
Risks Related to Our Business and Industry
6 unchanged sentences
Our investments in our Commerce Media Platform and new technologies are inherently risky and may not be successful.
−Removed: Addressing broader marketing and monetization goals, in particular customer acquisition and brand awareness, is relatively new to us, and we have had to invest substantial resources to adapt our model, pricing and organization to support this expansion.
+Added: Addressing broader marketing and monetization goals, particularly customer acquisition and brand awareness, is relatively new to us, and we have had to invest substantial resources to adapt our model, pricing and organization to support this expansion.
It also implies investing in new advertising channels where we do not have a long or established track record of competing successfully.
2 unchanged sentences
The market in which we participate is intensely competitive, and we may not be able to compete successfully with our current or future competitors.
−Removed: The market for digital advertising solutions, including specifically retail media, is highly competitive and rapidly changing.
−Removed: New technologies and methods of buying advertising present a dynamic competitive challenge as market participants develop and offer multiple new products and services aimed at facilitating and/or capturing advertising spend.
−Removed: With the introduction of new technologies and the influx of new entrants to the market, including large established companies, smaller companies that we do not yet know about, or companies that do not yet exist, we expect competition to persist and intensify in the future, which could harm our ability to increase sales and maintain our profitability.
−Removed: Large and established internet and technology companies may have the power to significantly change the very nature of the digital advertising marketplaces in ways that could materially disadvantage us.
+Added: The market for digital advertising solutions, including specifically retail media, is highly competitive and rapidly changing, as market participants develop new technologies and offer multiple new products and services aimed at facilitating and/or capturing advertising spend.
+Added: With the introduction of new technologies and the influx of new entrants to the market, including large established companies, smaller companies that we do not yet know about, or companies that do not yet exist, we expect competition to persist and intensify in the future, which could harm our ability to increase sales and maintain our profitability, including if competition increases pricing pressure.
+Added: Large and established internet and technology companies may have the power and capital to significantly change the very nature of the digital advertising marketplaces in ways that could materially disadvantage us.
Some of these companies could leverage their positions to make changes to their web browsers, mobile operating systems, platforms, exchanges, networks or other solutions or services that could be significantly harmful to our business and results of operations.
−Removed: Some of these companies also have significantly larger resources than we do, and in many cases have advantageous competitive positions in popular products and services such as Amazon Advertising, Google Search, YouTube, Chrome, Meta Platforms, and Apple Search Ads, which they can use to their advantage.
−Removed: Furthermore, our competitors have invested substantial resources in innovation, which could lead to technological advancements that change the competitive dynamics of our business in ways that we may not be able to predict.
+Added: Some of these companies also have significantly larger resources and capital than we do, and in many cases have advantageous competitive positions in popular products and services such as Amazon Advertising, Google Search, YouTube, Chrome, Meta Platforms, and Apple Search Ads, which they can use to their advantage.
+Added: Furthermore, our competitors have invested substantial resources and capital in innovation, which could lead to technological advancements that change the competitive dynamics of our business in ways that we may not be able to predict.
In addition to competing for advertising spend, we compete with many companies for advertising inventory, some of whom also operate their own advertising networks or exchanges from which we buy advertising inventory.
−Removed: Some of the companies that we compete with, either for advertising spend or for advertising inventory, may also be our clients or affiliated with our clients or important sources of advertising inventory.
+Added: As more companies compete for advertising impressions on advertising exchange platforms and other platforms that aggregate supply of advertising inventory, advertising inventory may become competitive and expensive, which may adversely affect our ability to acquire a consistent supply of advertising inventory and to deliver advertisements on a profitable basis.
+Added: Some of the companies that we compete with, either for advertising spend or inventory, may also be our clients or affiliated with our clients or important sources of advertising inventory.
Competitive pressure may incentivize such companies to cease to be our clients or cease to provide us with access to their advertising inventory.
If this were to occur, our ability to place advertisements would be significantly impaired and our results of operations would be adversely affected.
−Removed: Some large advertisers, which could include our own clients, are increasingly developing retail media platforms and in-house advertising technologies, facilitated by self-service tools.
−Removed: Similarly, large enterprise marketing platforms could create tools that offer our clients additional opportunities to allocate advertising dollars to in-house campaigns.
+Added: Some large retailers, which could include our own clients, may develop retail media advertising technologies in-house, and may move some of their demand to a direct sales model such that they would do some of their own sales.
Competition could also hinder the success of new advertising solutions that we offer in the future.
If any of these risks were to materialize, our ability to compete effectively could be significantly compromised and our results of operations could be harmed.
−Removed: Any of these developments would make it more difficult for us to sell our offerings and could result in increased pricing pressure, reduced gross margins, increased sales and marketing expense and/or the loss of market share.
−Removed: The failure by Criteo AI Engine to accurately predict engagement by users could result in significant costs to us, lost revenue and diminished business opportunities.
+Added: Any of these developments would make it more difficult for us to sell our offerings and could result in increased pricing pressure, reduced fees and gross margins, increased sales and marketing expense and/or the loss of market share.
+Added: Our success depends on our ability to implement our business transformation and achieve our global business strategies.
+Added: Our business has recently undergone, and continues to undergo, a significant transformation, partially in response to major changes in the advertising technology industry driven by, but not limited to, regulations such as GDPR and restrictions on data collection and use, including those implemented by large technology companies.
+Added: The components of our transformation include diversification of our services as we shift away from third-party cookies, focus on growth and investment, and certain organization adjustments and cost optimization opportunities.
+Added: Our future performance and growth depend on the success of this transformation and our new business strategies, including our management team’s ability to successfully implement them.
+Added: Our ongoing transformation has resulted, and may continue to result, in changes to business priorities and operations, capital allocation priorities, operational and organizational structure, and increased demands on management.
+Added: Such changes could result in short-term and one-time costs, lost clients, reduced sales volume, higher than expected restructuring costs, retention issues and loss of key personnel, workforce productivity challenges and other negative impacts on our business.
+Added: We may also become subject to the risks of workforce dissatisfaction, negative publicity and business disruption in connection with these initiatives.
+Added: Completion of our business transformation may take longer than anticipated, and, once implemented, we may not realize, in full or in part, the anticipated benefits or the realization of such benefits may be delayed.
+Added: The failure to realize benefits or savings, which may be due to our inability to execute plans, delays in the implementation of the transformation and our product roadmap, global or local economic conditions, competition, changes in the advertising technology industry and the other risks described herein, could have a material adverse effect on our business, financial condition and results of operations, as well as the trading price of our securities.
+Added: The failure by Criteo AI Engine to accurately predict engagement by users and maintain the quality of our client and publisher content could result in significant costs to us, lost revenue and diminished business opportunities.
The effective delivery of certain of our digital advertising solutions depends on the ability of Criteo AI Engine to predict the likelihood that a consumer will engage with any given internet display advertisement with a sufficient degree of accuracy so that our clients can achieve desirable returns on their advertising spend.
We historically charged our clients primarily based on a cost-per-click pricing model, and our clients only paid us when a user engaged with the advertisement, usually by clicking on it.
−Removed: Although we have started evolving our pricing models alongside our broader suite of solutions, a large part of our revenue is still generated through cost-per-click pricing models or an equivalent.
+Added: Although we have evolved our pricing models alongside our broader suite of solutions, a large part of our revenue is still generated through cost-per-click pricing models or an equivalent.
Many of our agreements with clients are open-ended and often do not include a spending minimum.
Similarly, our contracts with publishers generally do not include long-term obligations requiring them to make their inventory available to us over long periods of time.
−Removed: Therefore, we need to continuously deliver satisfactory results for our clients and publishers in order to maintain and increase revenue, which depends in part on the optimal functioning of Criteo AI Engine.
−Removed: In addition, as we have increased the number of clients and publishers that use our offerings on a global basis, we have experienced significant growth in the amount and complexity of data processed by Criteo AI Engine and the number of advertising impressions we deliver.
+Added: Therefore, we need to continuously deliver satisfactory results for our clients and publishers to maintain and increase revenue, which depends partly on the optimal functioning of Criteo AI Engine.
+Added: In addition, we have experienced significant growth in the amount and complexity of data processed by Criteo AI Engine and the number of advertising impressions we deliver.
As the amount of data and number of variables processed by Criteo AI Engine increase, and the calculations that the algorithms must compute become increasingly complex, the risk of errors in the type of data collected, stored, generated or accessed also increases.
+Added: Our client’s satisfaction also depends on our ability to keep advertisements from being placed in unlawful or inappropriate content, or content that is not permitted under the terms of the applicable agreements with clients.
+Added: While this depends in part on the optimal functioning of the Criteo AI Engine, as more of our clients use our self-service tools with less intervention by us, it could become more challenging to train and support such clients to use such tools and to prevent inappropriate or unlawful advertisements from being shown.
Fraudulent or malicious activity, including non-human traffic, could also impair the proper functioning of Criteo AI Engine.
For example, the use of bots or other automated or manual mechanisms to generate fraudulent clicks or misattribute clicks on advertisements we deliver could overstate the performance of our advertising.
−Removed: Due to the higher CPM paid for online video and Connected TV advertisements, the risk of fraudulent traffic may increase as we increase our purchasing of online video and Connected TV inventory.
−Removed: If we were to experience significant errors, defects, or fraudulent or malicious activity in Criteo AI Engine, our solution could be impaired or stop working altogether, which could prevent us from purchasing any advertising inventory and generating any revenue until the errors, defects or fraudulent or malicious activity were detected and corrected.
−Removed: Other negative consequences from significant errors, defects or fraudulent or malicious activity in Criteo AI Engine could include:
+Added: Due to the higher cost per 1,000 impressions paid for online video and Connected TV advertisements, the risk of fraudulent traffic may increase as we increase our purchasing of online video and Connected TV inventory.
+Added: If we were to experience significant errors, defects, or fraudulent or malicious activity in Criteo AI Engine, including such that we are unable to keep our clients’ advertisements from being placed in unlawful or inappropriate content, our solution could be impaired or stop working altogether, which could significantly impair our ability to purchase any advertising inventory and generate any revenue until the errors, defects or fraudulent or malicious activity were detected and corrected.
+Added: Other negative consequences from experiencing such issues in Criteo AI Engine could include:
• a loss of clients and publishers or a decrease in inventory purchased by clients;
• fewer consumer visits to our client websites or mobile applications;
−Removed: • lower click-through rates or conversion rates;
−Removed: • lower profitability per impression, up to and including negative margins;
−Removed: • faulty inventory purchase decisions for which we may need to bear the cost;
+Added: • faulty inventory purchase decisions, resulting in lower profitability per impression, up to an including negative margins, for which we may need to bear the cost;
• lower return on advertising spend for our clients;
−Removed: • lower price for the advertising inventory we are able to offer to publishers;
−Removed: • delivery of advertisements that are less relevant or irrelevant to users;
−Removed: • refusals to pay, demands for refunds, loss of confidence, withdrawal of future business and potential liability for damages or regulatory inquiries or lawsuits;
+Added: • lower price for the advertising inventory we can offer to publishers;
+Added: • delivery of advertisements that are less relevant or irrelevant to users, resulting in lower click-through rates or conversion rates;
+Added: • being blocked by internet service providers or regulators;
+Added: • refusals to pay, demands for refunds, loss of confidence, termination of campaigns or withdrawal of future business and potential liability for damages or regulatory inquiries or lawsuits;
• negative publicity or harm to our reputation.
−Removed: As a result, the failure by Criteo AI Engine to accurately predict engagement of users and to continue to do so over time could result in significant costs to us, lost revenue and diminished business opportunities.
+Added: As a result, the failure by Criteo AI Engine to accurately predict engagement of users and maintain the quality of our client and publisher content and to continue to do so over time could result in significant costs to us, lost revenue and diminished business opportunities.
+Added: Third parties may implement technical restrictions that impede our access to data and revenue opportunities upon which we rely, which could materially impact our business and results of operations.
+Added: A substantial portion of the data we rely on comes from our publisher partners and other third parties, including advertising exchange platforms (including supply-side platforms, or “SSPs”, such as Google’s Ad Manager) and retailers.
+Added: Similarly, we rely on our publisher partners, advertising exchange platforms and other third parties, such as retailers, for opportunities to serve advertisements through which we generate our revenue.
+Added: Our ability to successfully leverage such data and successfully generate revenue from such opportunities could be impacted by restrictions imposed by or on our publisher partners or other third parties, including restrictions on our ability to use or read cookies or other tracking features or our ability to use real-time bidding networks or other bidding networks.
+Added: For example, in light of GDPR, some SSPs imposed restrictions on our ability to bid on opportunities to serve ads.
+Added: Third-party publishers are responsible under GDPR for gathering necessary user consents and indicating to SSPs that Criteo has been approved by the applicable users.
+Added: As part of their efforts to comply with their understanding of the requirements of GDPR, which are subject to interpretation, certain SSPs that run advertising exchanges have required actions from such third-party publishers with respect to such consents that appear stricter than regulations require.
+Added: Similarly, SSPs and other relevant third parties may take similar actions in response to any new legislation or regulatory developments or interpretations in the future, in response to perceived user preferences, or for other reasons.
+Added: If third parties on which we rely for data or opportunities to serve advertisements impose similar restrictions or are not able to comply with restrictions imposed by other ecosystem participants, we may lose the ability to access data, bid on opportunities, or purchase digital ad space, which could have a substantial impact on our revenue.
+Added: Our ability to generate revenue depends on our collection of significant amounts of data from various sources, which may be restricted by consumer choice, clients, publishers, browsers or other software, changes in technology, and new developments in laws, regulations and industry standards.
+Added: Our ability to optimize the delivery of internet advertisements for our clients depends on our ability to successfully leverage data, including data that we collect from our clients, data we receive from our publisher partners and third parties, and data from our own operating history.
+Added: Using cookies and non-cookie based mechanisms, such as hashed emails, hashed customer log-ins, mobile phone numbers or mobile advertising identifiers, we collect information about the interactions of users with our clients’ and publishers’ digital properties (including, for example, information about the placement of advertisements and users’ shopping or other interactions with our clients’ websites or advertisements).
+Added: Our ability to successfully leverage such data depends on our continued ability to access and use such data, which could be restricted by a number of factors, including consumer choices, restrictions imposed by counterparties (such as clients, supply sources and publishers, who may also compete with us for advertising spend and inventory), web browser developers or other software developers, changes in technology, including changes in web browser technology, increased visibility of consent or “do not track” mechanisms or “ad-blocking” software, the emergence of new opt-out signals such as “Global Privacy Control” and “Global Privacy Platform”, and new developments in, or new interpretations of, laws, regulations and industry standards.
+Added: These types of restrictions could materially impair the results of our operations.
+Added: Web browser developers, such as Apple, Mozilla Foundation, Microsoft or Google, have implemented or may implement changes in browser or device functionality that impair our ability to understand the preferences of consumers, including by limiting the use of third-party cookies or other tracking technologies or data indicating or predicting consumer preferences.
+Added: Today, four major web browsers — Apple’s Safari, Mozilla’s Firefox, Microsoft’s Edge, and Samsung Internet Browser — block third-party cookies by default.
+Added: Internet users can also delete cookies from their computers and mobile devices at any time.
+Added: Google has announced plans to phase out support for third-party cookies in Chrome, with a one-percent deprecation of third-party cookies for Chrome users globally in the first half of 2024 and the entire phase out planned for the second half of 2024, subject to the approval of the UK Competition and Market Authority who is ensuring that Google provides an acceptable advertising targeting solution to the market to replace third-party cookies, such as Google’s Privacy Sandbox initiative.
+Added: Google’s Privacy Sandbox would limit improper tracking through third-party cookies and replace it with certain application programming interfaces (“APIs”) that would allow advertisers to receive aggregated data without using such third-party cookies.
+Added: While we are one of the largest scaled partners in the Privacy Sandbox as it is being developed and tested, if the Privacy Sandbox is adopted, it could require us to make changes to how we collect information on consumer preferences.
+Added: Google controls more than 60% of the browser market and has an even more dominant position in the digital advertising market.
+Added: These web browser developers have significant resources at their disposal and command substantial market share, and any restrictions they impose could foreclose our ability to understand the preferences of a substantial number of consumers.
+Added: Although we are actively in the process of moving our business away from third-party cookies towards relying more on first-party data-based and other identifiers, if we are blocked from serving advertisements to a significant portion of internet users, our business could suffer and our results of operations could be harmed.
+Added: Similarly, Internet users are increasingly able to download free or paid “ad-blocking” software, including on mobile devices, which prevent third-party cookies from being stored on a user’s computer and block advertisements from being displayed to such user.
+Added: In addition, Google has introduced ad blocking software in its Chrome browser that blocks certain ads based on quality standards established under a multi-stakeholder coalition.
+Added: If such a feature inadvertently or mistakenly blocks ads that are not within the established blocking standards, or if such capabilities become widely adopted and the advertising technology industry does not collaboratively develop alternative technologies, our business could be harmed.
+Added: The Interactive Advertising Bureau and Digital Advertising Alliance have also developed frameworks that allow users to opt out of the “sale” of their personal information under the CCPA, in ways that stop or severely limit the ability to show targeted ads.
+Added: In addition, search engines and other service providers that explicitly do not allow the tracking of data may be growing in popularity.
+Added: If a significant number of web browser users switch to advertising-free services or platforms, our business could be materially impacted.
+Added: Further, mobile devices allow users to opt out of the use of mobile device IDs for targeted advertising.
+Added: For in-app advertising, data regarding interactions between users and devices are tracked mostly through stable, pseudonymous mobile device identifiers that are built into the device operating system with privacy controls that allow users to express a preference with respect to data collection for advertising, including to disable the identifier.
+Added: These identifiers and privacy controls are defined by the developers of the mobile platforms and could be changed by the mobile platforms in a way that may negatively impact our business.
+Added: For example, Apple now requires user opt-in before permitting access to Apple’s unique identifier, or IDFA.
+Added: This shift from enabling user opt-out to an opt-in requirement has had, and is likely to continue to have, a substantial impact on the mobile advertising ecosystem and could harm our growth in this channel.
+Added: User privacy features of other channels of programmatic advertising, such as Connected TV or over-the-top video, are still developing.
+Added: Technical or policy changes, including regulation or industry self-regulation, could harm our growth in those channels.
+Added: The data we gather is important to the continued development and success of Criteo Shopper Graph, which is a key element of the Criteo Commerce Media Platform.
+Added: If too few of our clients provide us with the permission to share their data or if our clients choose to stop sharing their data, or if regulatory or other factors inhibit or restrict us from maintaining the data collectives underlying Criteo Shopper Graph, the value of Criteo Shopper Graph could be materially diminished, which could impact the performance of our products and materially impact our business.
+Added: In addition, our ability to collect and use data may be restricted or prevented by a number of other factors, including:
+Added: • the failure of our, or our clients’, network, hardware, or software systems;
+Added: • our inability to grow our client and publisher base in new industry verticals and geographic markets in order to obtain the critical mass of data necessary for Criteo AI Engine to perform optimally in such new industry verticals or geographic markets;
+Added: • malicious traffic (such as non-human traffic) that introduces “noise” in the information that we collect from clients and publishers;
+Added: • interruptions, failures or defects in our data collection, mining, analysis and storage systems, including due to our reliance on external third-party providers for cloud computing services and data center hosting services, in a competitive market subject to close legal and regulatory scrutiny.
+Added: Any of the above-described limitations could also harm our business and adversely impact our future results of operations.
+Added: Our international operations and expansion expose us to several risks.
+Added: As of December 31, 2023, we had a direct operating presence through 29 offices located in 17 countries and did business in 109 countries.
+Added: Our current global operations and future initiatives involve a variety of risks, including:
+Added: • operational and execution risk, including localization of the product interface and systems, translation into foreign languages, adaptation for local practices, adequate coordination to onboard local clients and publishers, difficulty of maintaining our corporate culture, challenges inherent to hiring and efficiently managing employees over large geographic distances, and the increasing complexity of the organizational structure required to support expansion and operations into multiple geographies and regulatory systems;
+Added: • insufficient, or insufficiently coordinated, demand for and supply of advertising inventory in specific geographic markets processed through Criteo AI Engine, which could impair its ability to accurately predict user engagement in that market;
+Added: • compliance with (and liability for failure to comply with) applicable local laws and regulations, including, among other things, laws and regulations with respect to data protection and user privacy, data use, tax and withholding, labor regulations, anti-corruption, environment, consumer protection, economic sanctions, public health crises (including the outbreak of contagious disease and pandemics), spam and content, and artificial intelligence, which laws and regulations may be inconsistent across jurisdictions;
+Added: • intensity of local competition for digital advertising budgets and internet advertising inventory;
+Added: • changes in a specific country’s or region’s political or economic conditions;
+Added: • risks related to tariffs and trade barriers, pricing structure, payment and currency, including aligning our pricing model and payment terms with local norms, higher levels of credit risk and payment fraud, difficulties in invoicing and collecting in foreign currencies and associated foreign currency exposure, restrictions on foreign ownership and investments, and difficulties in repatriating or transferring funds from or converting currencies;
+Added: • limited or unfavorable intellectual property protection;
+Added: Additionally, operating in international markets also requires significant management attention and financial resources.
+Added: We cannot be certain that the investment and additional resources required in establishing operations in other countries will produce desired levels of revenue or profitability.
+Added: Because our functional currency is the euro, while our reporting currency is the U.S.
+Added: dollar, we face exposure to fluctuations in foreign currency exchange rates.
+Added: Foreign currency exchange risk exposure also arises from intra-company transactions and financing with subsidiaries that have a functional currency different than the euro.
+Added: While we are engaging in hedging transactions to minimize the impact of uncertainty in future exchange rates on intra-company transactions and financing, we may not hedge all of our foreign currency exchange rate risk.
+Added: In addition, hedging transactions carry their own risks and costs, and could expose us to additional risks that could harm our financial condition and operating results.
Regulatory, legislative or self-regulatory developments regarding internet or online matters could adversely affect our ability to conduct our business.
1 unchanged sentence
Trade associations and industry self-regulatory groups have also promulgated best practices and other industry standards relating to targeted advertising.
−Removed: In the European Union (the “EU”), the two main pillars of the data protection legal framework are the Directive on Privacy and Electronic Communications (E-Privacy Directive) and the GDPR.
+Added: In the European Union (the “EU”), the two main pillars of the data protection legal framework are the Directive on Privacy and Electronic Communications (“E-Privacy Directive”) and the General Data Protection Regulation (“GDPR”).
The E-Privacy Directive directs EU member states to ensure that accessing information on an Internet user’s computer, such as through a cookie and other similar technologies, is allowed only if the Internet user has been informed about such access and given his or her consent.
−Removed: A recent ruling by the Court of Justice of the EU clarified that such consent must be reflected by an affirmative act of the user in line with the requirements applicable to consent under the GDPR.
−Removed: These developments result in ending reliance on implied consent mechanisms that have been used to meet requirements of the E-Privacy Directive in some markets.
−Removed: A replacement by an E-Privacy Regulation for the E-Privacy Directive is still under discussion by EU member states to align it to the GDPR and force a harmonized approach across EU member states.
−Removed: It is possible that the proposed E-Privacy Regulation could further impede the use of cookies.
+Added: The Court of Justice of the EU clarified that such consent must be reflected by an affirmative act of the user in line with the requirements applicable to consent under GDPR.
+Added: These developments result in ending reliance on implied consent mechanisms used to meet requirements of the E-Privacy Directive in some markets.
+Added: A replacement by an E-Privacy Regulation for the E-Privacy Directive is still under discussion by EU member states to align the E-Privacy Directive to GDPR and force a harmonized approach across EU member states.
+Added: The proposed E-Privacy Regulation could further impede the use of cookies.
However, the advancement of the legislative process for the adoption of the E-Privacy Regulation remains quite uncertain.
−Removed: Under GDPR, data protection authorities have the power to impose administrative fines of up to a maximum of €20 million or 4% of the data controller’s or data processor’s total worldwide turnover of the preceding financial year.
+Added: Under GDPR, data protection authorities have the power to impose administrative fines of up to a maximum of €20 million or 4% of the data controller’s or data processor’s total worldwide turnover from the preceding financial year.
Similar sanctions would be applicable under the E-Privacy Regulation to cookie consent.
−Removed: Further, on October 1, 2020, the French data protection authority ( Commission Nationale de l'Informatique et des Libertés , or "CNIL") issued the final version of its guidelines on the use of cookies and other trackers and its final recommendations on modalities for obtaining users’ consent to store or read non-essential cookies and similar technologies on their devices.
+Added: Further, on October 1, 2020, the French data protection authority (the Commission Nationale de l'Informatique et des Libertés , or the “CNIL”) issued the final version of its guidelines on the use of cookies and other trackers and its final recommendations on modalities for obtaining users’ consent to store or read non-essential cookies and similar technologies on their devices.
The recommendations provide that, when required, consent must be indicated by a clear and positive action of the data subject, such as by clicking on an “accept all” button on the first layer of the consent management platform.
−Removed: CNIL also noted that it should be as easy to refuse consent to the use of cookies as it is to accept consent, and an equivalent “refuse all” button should be present on the first layer of the consent management platform.
−Removed: Further, the ability to withdraw consent must be readily available at all times.
+Added: The CNIL also noted that it should be as easy to refuse consent to the use of cookies as it is to accept consent, and an equivalent “refuse all” button should be present on the first layer of the consent management platform.
+Added: Further, the ability to withdraw consent must be always readily available.
Companies had until March 2021 to ensure compliance with these guidelines.
−Removed: CNIL has launched investigations and sanctioned companies for lack of compliance with its guidelines on cookies.
+Added: The CNIL has launched investigations and sanctioned companies for lack of compliance with its guidelines on cookies.
The European Center for Digital Rights (“NOYB”) has also filed several complaints with data protection authorities for failure to comply with GDPR requirements.
−Removed: In January 2020, CNIL opened a formal investigation into Criteo in response to a November 2018 complaint filed by Privacy International.
−Removed: CNIL’s investigation also covers another complaint against Criteo received in December 2018 by CNIL from NOYB.
−Removed: On August 3, 2022, the assigned investigator ( rapporteur ) issued a report that claimed certain GDPR violations.
−Removed: The report includes a proposed financial sanction against the Company of €60.0 million ($63.9 million) .
−Removed: A final decision on resolution and potential financial penalties would likely not occur until mid-2023.
+Added: In January 2020, the CNIL opened a formal investigation into Criteo.
+Added: In June 2023, the CNIL issued its decision, which retained alleged GDPR violations but reduced the financial sanction against Criteo from the original amount of €60.0 million ($65.0 million) to €40.0 million ($44.0 million).
+Added: Criteo made the required sanction payment in the third quarter of 2023.
+Added: The decision relates to past matters and does not include any obligation for Criteo to change its current practices.
+Added: Criteo has appealed this decision before the Conseil d’Etat .
Refer to Note 20.
Commitments and Contingencies for more information.
−Removed: In 2018, the State of California adopted the California Consumer Privacy Act of 2018 (the “CCPA”).
−Removed: The CCPA has been characterized as the first “GDPR-like” privacy statute to be enacted in the U.S.
−Removed: because its scope, and a number of the key provisions, resemble GDPR.
−Removed: The CCPA establishes a new privacy framework for covered businesses by, among other requirements, creating an expanded definition of personal information, establishing new data privacy rights for consumers in California, imposing special rules on the collection of personal data from minors, creating new notice obligations and new limits on the sale of personal information, and creating a new and potentially severe statutory damages framework for violations of the CCPA and for businesses that fail to implement reasonable security procedures and practices to prevent data breaches.
−Removed: As currently enacted, we and partners in our industry have been required to comply with these requirements since January 1, 2020, when the CCPA became effective.
−Removed: As with GDPR, the advertising technology marketplace may have to adapt to operating under the CCPA where it applies.
−Removed: Our advertising or publishing partners may impose new CCPA restrictions with which we must adapt and comply.
−Removed: In November 2020, voters in California voted to pass the California Privacy Rights Act (“CPRA”), which both amends and expands the scope of the CCPA.
−Removed: The CPRA became effective on January 1, 2023, with a look back period to January 1, 2022.
−Removed: The CPRA creates new criteria by which businesses can be regulated, expands the definition of “personal information” to more closely match European regulations, a new audit requirement, and the creation of an agency to oversee enforcement of the CPRA.
−Removed: The CPRA also explicitly provides an opt-out right for cross-contextual behavioral advertising.
−Removed: We cannot predict the timing or outcome of this adaptation or the effect on our business.
−Removed: our business to the CCPA and the new requirements and regulations under the CPRA could involve substantial resources and expense, and may cause us to divert resources from other aspects of our business, all of which may adversely affect our business.
+Added: In 2018, the State of California adopted the California Consumer Privacy Act of 2018 (the “CCPA”)., which went into effect on January 1, 2020, and requires covered companies to, among other things, provide new disclosures to California consumers and afford such consumers new abilities to opt out of the sale of their personal information.
+Added: In November 2020, voters in California passed the California Privacy Rights Act (“CPRA”), which both amends and expands the scope of the CCPA.
+Added: The CPRA, which became effective on January 1, 2023, created additional privacy rights and protections for California consumers with respect to their person information and additional obligations on businesses.
+Added: We cannot predict the full effect of these laws and regulations on our business, but adapting our business to comply with them could involve substantial resources and expense, and may cause us to divert resources from other aspects of our business, all of which may adversely affect our business.
In addition, other states in the U.S.
are quickly adopting state enacted privacy laws.
−Removed: Virginia, Colorado and more recently, Connecticut and Utah passed consumer and privacy laws that differ slightly from the CCPA/CPRA.
+Added: Virginia, Colorado and more recently, Connecticut and Utah have passed consumer and privacy laws that differ slightly from the CCPA and CPRA.
If other states follow suit, it could lead to a varied and complex regulatory landscape, which could result in material costs.
Clarifications of and changes to these existing and proposed laws, regulations, judicial interpretations and industry standards can be costly to comply with, and we may be unable to pass along those costs to our clients in the form of increased fees, which may negatively affect our operating results.
−Removed: Such changes can also delay or impede the development of new solutions, result in negative publicity and reputational harm, require significant management time and attention, increase our risk of non-compliance and subject us to claims or other remedies, including fines or demands that we modify or cease existing business practices, including our ability to charge per click or the scope of clicks for which we charge.
−Removed: Additionally, any perception of our practices or solutions as an invasion of privacy, whether or not such practices or solutions are consistent with current or future regulations and industry practices, may subject us to public criticism, private class actions, reputational harm or claims by regulators, which could disrupt our business and expose us to increased liability.
+Added: Such changes can also delay or impede the development of new solutions, result in negative publicity and reputational harm, require significant management time and attention, increase our risk of non-compliance and subject us to claims or other remedies, including fines or demands that we modify or cease existing business practices, such as our ability to charge per click or the scope of clicks for which we charge.
+Added: Additionally, any perception of our practices or solutions as an invasion of privacy, whether such practices or solutions are consistent with current or future regulations and industry practices, may subject us to public criticism, private class actions, reputational harm or claims by regulators, which could disrupt our business and expose us to increased liability.
Finally, our legal and financial exposure often depends in part on our clients’ or other third parties' adherence to and compliance with privacy laws and regulations and their use of our services in ways consistent with visitors’ expectations.
−Removed: If our clients fail to adhere to our contracts in this regard, or a court or governmental agency determines that we have not adequately, accurately or completely described our own solutions, services and data collection, use and sharing practices in our own disclosures to consumers, then we and our clients and publisher partners may be subject to potentially adverse publicity, damages and related possible investigation or other regulatory activity in connection with our privacy practices or those of our clients.
−Removed: If we fail to access a consistent supply of advertising inventory and expand our access to such inventory, our business and results of operations could be harmed.
−Removed: A large part of our revenue, in particular in our Criteo Marketing Solutions offering, is derived from placing advertisements on publisher digital properties that we do not own.
−Removed: As a result, we do not own or control the advertising inventory upon which our business depends.
−Removed: We currently access advertising inventory through various channels, including through direct relationships with publishers, supply side platforms and other platforms that aggregate advertising inventory, as well as large retailers..
−Removed: Since advertising inventory available within walled-garden publisher environments tends to grow faster than other advertising inventory available on the market, general access or growth of our access to advertising inventory may be limited.
−Removed: In addition, industry or technological changes may affect our access to inventory or the price we pay for inventory.
−Removed: Similarly, our ability to continue to purchase inventory from many of the publishers and large retailers with whom we have direct relationships depends in part on our ability to consistently pay sufficiently competitive CPMs for their advertising inventory, or in the case of some Criteo Retail Media solutions, to generate sufficient advertising revenue for retailers, as well as our ability to offer advertisements from high quality companies.
−Removed: As more companies compete for advertising impressions on advertising exchange platforms and other platforms that aggregate supply of advertising inventory, advertising inventory may become more expensive, which may adversely affect our ability to acquire it and to deliver advertisements on a profitable basis.
−Removed: We may in the future have to increasingly rely on direct relationships with strong publisher partners in order to maintain the necessary access to quality advertising inventory, and we may not be able to do so on terms that are favorable to us.
−Removed: In addition, to support the growth of our solutions for customer acquisition and brand awareness marketing goals, we will need to expand our access to online video and Connected TV inventory, both in the web, mobile applications, and on connected devices, the price of which may not be available on terms that are favorable to us.
−Removed: Additionally, we are party to certain agreements with partners that provide us with preferred access to inventory.
−Removed: If the terms of those agreements change and we lose our preferred access, then our financial results could be adversely affected.
−Removed: If we are not successful in these endeavors, our business and results of operations could be harmed.
−Removed: Our success depends on our ability to implement our business transformation and achieve our global business strategies.
−Removed: Our business has recently undergone, and continues to undergo, a significant transformation, partially in response to major changes in the advertising technology industry driven by, but not limited to, regulations such as GDPR and restrictions on data collection and use, including those implemented by large technology companies.
−Removed: The components of our transformation include diversification of our services as we shift away from third-party cookies, focus on growth and investment, and certain organization adjustments and cost optimization opportunities.
−Removed: Our future performance and growth depend on the success of this transformation and our new business strategies, including our management team’s ability to successfully implement them.
−Removed: Our ongoing transformation has resulted, and may continue to result, in changes to business priorities and operations, capital allocation priorities, operational and organizational structure, and increased demands on management.
−Removed: Such changes could result in short-term and one-time costs, lost customers, reduced sales volume, higher than expected restructuring costs, loss of key personnel and other negative impacts on our business.
−Removed: We may also become subject to the risks of workforce dissatisfaction, negative publicity and business disruption in connection with these initiatives.
−Removed: Completion of our business transformation may take longer than anticipated, and, once implemented, we may not realize, in full or in part, the anticipated benefits or the realization of such benefits may be delayed.
−Removed: The failure to realize benefits or savings, which may be due to our inability to execute plans, delays in the implementation of the transformation and our product roadmap, global or local economic conditions, competition, changes in the advertising technology industry and the other risks described herein, could have a material adverse effect on our business, financial condition and results of operations, as well as the trading price of our securities.
−Removed: Our business depends on our ability to maintain the quality of content for our clients and publishers.
−Removed: Our clients’ satisfaction depends on our ability to place advertisements with publisher content that is well-suited to the client’s product or service.
−Removed: If we are unable to keep our clients’ advertisements from being placed in unlawful or inappropriate content, our reputation and business may suffer.
−Removed: In particular, we could be treated as a spammer and blocked by internet service providers or regulators.
−Removed: In addition, if we place advertisements on websites containing content that is not permitted under the terms of the applicable agreements with a client, we may be unable to charge the client for impressions or clicks generated on those sites, the client may terminate their campaign, the client may require us to indemnify them for any resulting third party claims, or the client may allege breach of contract.
−Removed: Further, our publishers and exchange partners rely upon us not to place advertisements with inappropriate or unlawful content on their websites.
−Removed: As we grow our business to serve a larger number of clients using self-service tools with less intervention by us, it could become more challenging to train and support such clients to use such tools and to prevent inappropriate or unlawful advertisements from being shown.
−Removed: If we are unable to maintain the quality of our client and publisher content as the number of clients and publishers we work with continues to grow, our reputation and business may suffer and we may not be able to retain or secure additional clients or publisher relationships.
+Added: If our clients fail to adhere to our contracts in this regard, or a court or governmental agency determines that we have not adequately, accurately or completely described our own solutions, services and data collection, use and sharing practices in our own disclosures to consumers, then we and our clients and publisher partners may be subject to potentially adverse publicity, damages and investigation or other regulatory activity in connection with our privacy practices or those of our clients.
+Added: Additionally, legislative and regulatory action is emerging in the areas of artificial intelligence (“AI”), which given our long history using and innovating through AI with the Criteo AI Engine, could increase costs or restrict opportunity.
+Added: Compliance with existing, expanding, or new laws and regulations regarding AI may involve significant costs or require changes in products or business practices that could adversely affect our results of operations.
+Added: Additionally, depending on how the final text of the EU’s Artificial Intelligence Act will regulate the AI supply chain, our ability to innovate may be affected if we cannot have access to foundation models and general-purpose AI in the same manner as our non-EU competitors.
We may not be able to effectively integrate the businesses we acquire, which may adversely affect our ability to achieve our growth and business objectives.
We explore, on an ongoing basis, potential acquisitions of additional businesses, products, solutions, technologies or teams.
−Removed: If we identify an appropriate acquisition candidate, we may not be successful in negotiating the terms and/or financing of the acquisition, and our due diligence may fail to identify all of the problems, liabilities or other shortcomings or challenges of an acquired business, product, solution or technology, including issues related to intellectual property, product quality or architecture, employees or clients, regulatory compliance, including tax compliance, practices or revenue recognition or other accounting practices.
+Added: If we identify an appropriate acquisition candidate, we may not be successful in negotiating the terms and/or financing of the acquisition, and our due diligence may fail to identify all of the problems, liabilities or other shortcomings or challenges of an acquired business, product, solution or technology, including issues related to intellectual property, product quality or architecture, employees or clients, cybersecurity, regulatory compliance, including tax compliance, practices or revenue recognition or other accounting practices.
Any acquisition or investment may require us to use significant amounts of cash, incur debt, issue potentially dilutive equity securities or incur contingent liabilities or amortization of expenses, or impairment of goodwill and/or purchased long-lived assets, and restructuring charges, any of which could harm our financial condition or results.
The Company has incurred and will incur significant transaction and acquisition-related costs in connection with its acquisitions, including legal, accounting, financial advisory, regulatory and other expenses.
−Removed: The payment of such transaction costs could have an adverse effect on our financial condition, results of operations or cash flows.
−Removed: In addition, acquisitions, including our recent acquisitions such as the IPONWEB Acquisition, involve numerous risks, any of which could harm our business, including:
+Added: The payment of such transaction costs could adversely effect on our financial condition, results of operations or cash flows.
+Added: In addition, acquisitions involve numerous risks, any of which could harm our business, including:
• difficulties in integrating the operations, technologies, services and personnel of acquired businesses, especially if those businesses operate outside of our core competency and market;
−Removed: • the need to integrate operations across different geographies, cultures and languages and to address the particular economic, currency, political and regulatory risks associated with specific countries;
−Removed: • cultural challenges associated with integrating employees from the acquired company into our organization;
+Added: • the need to integrate operations across different geographies, cultures and languages and to address the economic, currency, political and regulatory risks associated with specific countries;
• ineffectiveness, lack of scalability, or incompatibility of acquired technologies or services;
+Added: • potential of integration of cybersecurity issues or flaws in acquired technologies;
• potential loss of key employees of acquired businesses;
−Removed: • inability to maintain the key business relationships and the reputation of acquired businesses;
−Removed: • failure to successfully further develop the acquired technology in order to recoup our investment;
−Removed: • unfavorable reputation and perception of the acquired product or technology by the general public;
−Removed: • diversion of management’s attention from other business concerns;
+Added: • inability to maintain the key business relationships and the reputation of acquired businesses or products;
+Added: • failure to successfully further develop the acquired technology to recoup our investment;
+Added: • diverting management’s attention from other business concerns;
• liability or litigation for activities of the acquired business, including claims from terminated employees, clients, former shareholders or other third parties;
• implementation or remediation of controls, practices, procedures and policies at acquired businesses, including the costs necessary to establish and maintain effective internal controls;
−Removed: • increased fixed costs.
−Removed: There can be no assurance that we will be able to successfully integrate the businesses that we acquire or that we will be able to leverage the acquired commercial relationships, products, technologies or teams in the manner we anticipate.
−Removed: If we are unable to successfully integrate the businesses we have acquired or any business, product, solution, technology or team we acquire in the future, our business and results of operations could suffer, and we may not be able to achieve our business and growth objectives.
−Removed: We will incur direct and indirect costs as a result of the acquisition of the business of IPONWEB Holding Limited.
−Removed: We may not realize the growth opportunities that are anticipated from the acquisition as we may experience difficulties in integrating IPONWEB’s business with ours.
+Added: • increased fixed costs without corresponding offsetting growth.
+Added: If we are unable to successfully integrate or leverage the commercial relationships of the businesses we have acquired or any business, product, solution, technology or team we acquire in the future, our business and results of operations could suffer, and we may not be able to achieve our business and growth objectives.
We have substantial client concentration in certain local markets and solutions, with a limited number of clients accounting for a substantial portion of our revenues in those areas.
−Removed: Although our overall customer base is well-diversified, with our largest 10 clients only representing 17.8% of our revenue in the aggregate in 2022, in certain of our local markets and specific solutions we derive a substantial portion of revenues from a limited number of clients.
−Removed: We cannot predict the future level of demand for our services and products that will be generated by these clients.
−Removed: In addition, revenues from these clients may fluctuate from time to time.
−Removed: Further, some of our contracts with these clients may permit them to terminate use of our products at any time (subject to notice and certain other provisions).
−Removed: If we fail to retain any of these clients and any of these clients terminate or reduce use of our products, our revenues within local markets or specific solutions may be negatively impacted.
−Removed: Our international operations and expansion expose us to several risks.
−Removed: As of December 31, 2022, we had a direct operating presence through 27 offices located in 18 countries and did business in 94 countries.
−Removed: Our current global operations and future initiatives involve a variety of risks, including:
−Removed: • operational and execution risk, including localization of the product interface and systems, translation into foreign languages, adaptation for local practices, adequate coordination of timing to onboard local clients and publishers, difficulty of maintaining our corporate culture, challenges inherent to hiring and efficiently managing employees over large geographic distances, and the increasing complexity of the organizational structure required to support expansion and operations into multiple geographies and regulatory systems;
−Removed: • insufficient, or insufficiently coordinated, demand for and supply of advertising inventory in specific geographic markets processed through Criteo AI Engine, which could impair its ability to accurately predict user engagement in that market;
−Removed: • compliance with (and liability for failure to comply with) applicable local laws and regulations, including, among other things, laws and regulations with respect to data protection and user privacy, data use, tax and withholding, labor regulations, anti-corruption, environment, consumer protection, economic sanctions (including those resulting from the conflict between Russia and Ukraine), public health crises (including the COVID-19 pandemic), spam and content, which laws and regulations may be inconsistent across jurisdictions;
−Removed: • intensity of local competition for digital advertising budgets and internet display inventory;
−Removed: • changes in a specific country’s or region’s political or economic conditions, including as a result of the ongoing conflict between Russia and Ukraine;
−Removed: • risks related to tariffs and trade barriers, pricing structure, payment and currency, including aligning our pricing model and payment terms with local norms, higher levels of credit risk and payment fraud, difficulties in invoicing and collecting in foreign currencies and associated foreign currency exposure, restrictions on foreign ownership and investments, and difficulties in repatriating or transferring funds from or converting currencies;
−Removed: • limited or unfavorable intellectual property protection;
−Removed: Additionally, operating in international markets also requires significant management attention and financial resources.
−Removed: We cannot be certain that the investment and additional resources required in establishing operations in other countries will produce desired levels of revenue or profitability.
−Removed: Because our functional currency is the euro, while our reporting currency is the U.S.
−Removed: dollar, we face exposure to fluctuations in foreign currency exchange rates.
−Removed: Foreign currency exchange risk exposure also arises from intra-company transactions and financing with subsidiaries that have a functional currency different than the euro.
−Removed: While we are engaging in hedging transactions to minimize the impact of uncertainty in future exchange rates on intra-company transactions and financing, we may not hedge all of our foreign currency exchange rate risk.
−Removed: In addition, hedging transactions carry their own risks and costs, and could expose us to additional risks that could harm our financial condition and operating results.
−Removed: The ongoing conflict between Russia and Ukraine may adversely affect our business and results of operations .
−Removed: The current conflict between Russia and Ukraine and related government actions are evolving and beyond our control, and given our global operations, such conflict may adversely affect our business and results of operations.
−Removed: As a result of this conflict, we decided to suspend all ad campaigns and digital advertising activities in Russia until further notice.
−Removed: Our current business in Russia and Ukraine is limited, and in 2021, it represented less than 2% of our Contribution ex-TAC.
−Removed: In addition, as part of the acquisition of the Iponweb business, we have entered into a transitional services agreement to cover certain R&D and back office functions that are delivered to the acquired Iponweb entities from contractors and/or employees based in Russia until June 2023.
−Removed: The current conflict between Russia and Ukraine may also have the effect of heightening many other risks disclosed in our public filings, any of which could materially and adversely affect our business and results of operations.
−Removed: Such risks include, but are not limited to:
−Removed: adverse effects on global macroeconomic conditions, including increases in inflation;
−Removed: regional instability and geopolitical shifts;
−Removed: supply chain disruption;
−Removed: increased exposure to cyberattacks;
−Removed: limitations in our ability to implement and execute our business strategy, including our completed acquisition of the Iponweb business;
−Removed: risks to employees and contractors that we have in the region;
−Removed: and exposure to foreign currency fluctuations.
−Removed: We face intense competition for employee talent, and if we do not retain and continue to attract highly skilled talent or retain our senior management team and other key employees, we may not be able to achieve our business objectives.
−Removed: Our future success depends on our ability to continue to attract, hire, retain and motivate highly skilled employees, particularly AI experts, software engineers, product managers and other employees with the technical skills that enable us to deliver effective advertising solutions.
−Removed: Competition for diverse, experienced and highly skilled employees in our industry is intense, in particular in the fields of AI and data science, and we expect certain of our key competitors, who generally are larger than us and have access to more substantial resources, to pursue top talent on a global basis.
−Removed: Our future success also depends on the continued service of our senior management team.
−Removed: As a global team heading a global company, our management team must operate and collaborate across multiple physical locations and geographies, which can make coordinated management more challenging.
−Removed: Business transformation periods, changes in leadership and changes due to business reorganization may result in uncertainty, impact business performance and strategies, and retention of key personnel.
−Removed: We may be unable to attract or retain the management and highly skilled personnel who are critical to our success, which could hinder our ability to keep pace with innovation and technological change in our industry or result in harm to our key client and publisher relationships, loss of key information, expertise or proprietary knowledge and unanticipated recruitment and training costs.
−Removed: In addition, we believe that our corporate culture fosters teamwork, impactful results and an open environment.
−Removed: As our organization evolves and continues to adapt to a flexible remote working environment we may need to implement more complex organizational management structures or adapt our corporate culture and work environments to meet changing circumstances, such as during times of a natural disaster or adverse public health development or outbreak of contagious disease (including the COVID-19 pandemic).
−Removed: These changes could impact our ability to compete effectively, or could have an adverse impact on our corporate culture.
+Added: Although our overall customer base is well-diversified, with our largest 10 clients representing 12.3% of our revenue in the aggregate in 2023, in certain of our local markets and specific solutions we derive a substantial portion of revenues from a limited number of clients.
+Added: We cannot predict the future level of demand for our services and products generated by these clients, and revenues from these clients may fluctuate.
+Added: Further, some of our contracts with these clients may permit them to terminate or reduce use of our products at any time (subject to notice and certain other provisions).
+Added: If we fail to retain any of these clients or any of these clients terminate or reduce use of our products, if not replaced by new clients and an increase in business from existing clients, our revenues within local markets or specific solutions may be negatively impacted.
+Added: We operate in a rapidly evolving industry, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful.
+Added: Our historical growth rates may not be indicative of our future growth, and we may have difficulty sustaining profitability.
+Added: We operate in a rapidly evolving industry.
+Added: Our ability to forecast our future operating results is subject to several uncertainties, including our ability to plan for and model future growth in both our business and the digital advertising market.
+Added: We are subject to risks and uncertainties frequently experienced by growing companies in rapidly evolving industries, including challenges in forecasting accuracy, determining appropriate nature and levels of investments, predicting adequate future headcount, assessing appropriate returns on investments, achieving market acceptance of our existing and future offerings, managing client implementations and developing new solutions.
+Added: If our assumptions regarding these uncertainties, which we regularly use and update to plan our business, are incorrect or change in reaction to changes in our markets, or if we do not address these risks successfully, our operating and financial results could differ materially from our expectations and our business could suffer.
+Added: You should not consider our revenue growth in past periods to be indicative of our future performance.
+Added: In future periods, our revenue could decline or grow more slowly than we expect.
+Added: We believe the growth of our revenue depends on a number of factors, including our ability to:
+Added: • attract new clients, and retain and expand our relationships with existing clients;
+Added: • maintain the breadth of our media owner network and attract new publishers and media owners, including large retailers, publishers of web content, mobile applications and video and social games, in order to grow the volume and breadth of advertising inventory available to us;
+Added: • broaden our solutions portfolio to include additional marketing and monetization goals for commerce companies and consumer brands across the open Internet, including web, apps and stores;
+Added: • adapt our offering to meet evolving needs of businesses, including to address market trends such as (i) the continued migration of consumers from desktop to mobile and from websites to mobile applications, (ii) the increasing percentage of sales that involve multiple digital devices, (iii) the increasing retailer adoption of retail
+Added: media monetization solutions, (iv) the growing adoption by consumers of “ad-blocking” software on web browsers on desktop and/or on mobile devices and use or consumption by consumers of advertising-free services, (v) changes in the marketplace for and supply of advertising inventory,
+Added: (vi) changes in the overall ecosystem resulting in signal loss and (vii) changes in consumer acceptance of tracking technologies for targeted or behavioral advertising purposes;
+Added: • maintain and increase our access to data necessary for the performance of Criteo AI Engine;
+Added: • continuously improve the algorithms underlying Criteo AI Engine and apply state-of-the-art machine learning approaches and hardware;
+Added: • continue to adapt to a changing regulatory landscape governing data use, data protection, privacy matters and artificial intelligence.
+Added: We also anticipate continuing to invest in our business to increase the scale of our Commerce Media Platform and attract more media spend.
+Added: We cannot be certain that this strategy will be successful or result in increased liquidity or long-term value for our shareholders.
+Added: We derive a significant portion of our revenue from companies in the retail, travel and classified industries, and any downturn in these industries or any changes in regulations affecting these industries could harm our business.
+Added: A significant portion of our revenue is derived from companies in the Retail, Travel and Classifieds industries.
+Added: For example, in 2023 and 2022 , 77.7% and 7 8.5%, respectively, of our combined revenue for Criteo Marketing Solutions was derived from advertisements placed for Retail commerce businesses.
+Added: Any downturn or increased competitive pressure in any of our core industries, such as retailer bankruptcies due to poor economic conditions, or other industries we may target in the future, may cause our clients to reduce their spending with us, or delay or cancel their advertising campaigns with us.
Our future success will depend in part on our ability to expand into new industry verticals.
19 unchanged sentences
In the event we were to become more dependent on advertising agencies as intermediaries, this may adversely affect our ability to attract and retain business.
−Removed: In addition, an increased dependency on advertising agencies may harm our results of operations, as a result of the increased agency fees we may be required to pay and/or as a result of longer payment terms from agencies.
−Removed: Our business, including our global operations and sales, faces risks and negative impacts related to public health developments, such as the COVID-19 pandemic.
−Removed: We face various risks related to public health developments and outbreaks of contagious disease.
−Removed: Any outbreak of contagious diseases, and other adverse public health developments, could have a material adverse effect on the business of our customers and partners and on our business operations.
−Removed: The COVID-19 pandemic created volatility, uncertainty and economic disruption to global society, economics, financial markets and business practices.
−Removed: Pandemics may impact our business operations and financial position, as well as our employees, clients, partners and communities.
−Removed: To the extent any public health development or outbreak adversely impacts our business, operations and financial results, it may also result in heightening the other risks described in “Item 1A.
−Removed: Risk Factors” and elsewhere in this Form 10-K.
+Added: In addition, an increased dependency on advertising agencies may harm our results of operations, because of the increased agency fees we may be required to pay and/or because of longer payment terms from agencies.
Our future success will depend in part on our ability to expand into new advertising channels.
2 unchanged sentences
Since then, we have expanded into mobile in-browser and in-app, native display, including on social media platforms, and online video inventory.
−Removed: We may decide to broaden the spectrum of our advertising channels further, including recently into Connected TV and Digital Out of Home, if we believe that doing so would significantly increase the value we can offer to clients.
+Added: We may decide to broaden the spectrum of our advertising channels further, including into Social, Connected TV and Digital Out of Home, if we believe that doing so would significantly increase the value we can offer to clients.
However, any future attempts to enter new advertising channels may not be successful.
1 unchanged sentence
• identify additional advertising channels where our solutions could perform;
−Removed: • accumulate sufficient data sets relevant for those advertising channels to ensure that Criteo AI Engine has a sufficient quantity and quality of information to deliver relevant personalized advertisements through those additional advertising channels;
−Removed: • adapt our solutions to additional advertising channels and effectively market it for such additional advertising channels to our existing and prospective clients;
+Added: • accumulate sufficient data sets relevant for those advertising channels to ensure that Criteo AI Engine has a sufficient quantity and quality of information to deliver relevant personalized advertisements;
+Added: • adapt our solutions to additional advertising channels and effectively market such channels to our existing and prospective clients;
• integrate newly developed or acquired advertising channels into our pricing and measurement models, with a clear and measurable performance attribution mechanism that works across all channels, and is consistent with our privacy standards;
−Removed: • achieve client performance levels through the new advertising channels that are similar to those delivered through existing advertising channels, and are not dilutive to the overall client performance;
−Removed: • identify and establish acceptable business arrangements with inventory partners and platforms to access inventories in sufficient quality and quantity for these new advertising channels;
−Removed: • maintain our gross margin at a consistent level upon entering one or more additional advertising marketing channels;
+Added: • achieve our client's expected levels of performance through the new advertising channels;
+Added: • identify and establish acceptable business arrangements with inventory partners and platforms to access inventory of sufficient quality and quantity for these new advertising channels;
+Added: • maintain our gross margin at a consistent level upon entering one or more additional advertising channels;
• compete with new market participants active in these additional advertising channels;
1 unchanged sentence
Any decrease in the use of current advertising channels, whether due to clients losing confidence in the value or effectiveness of such channels, regulatory or technology restrictions or if we are unable to successfully adapt our solutions to additional advertising channels and effectively market such offerings to our existing and prospective clients, or if we are unable to maintain our pricing and measurement models in these additional advertising channels, may prevent us from achieving our growth or business objectives.
−Removed: We operate in a rapidly evolving industry, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful.
−Removed: Our historical growth rates may not be indicative of our future growth, and we may have difficulty sustaining profitability.
−Removed: We operate in a rapidly evolving industry.
−Removed: Our ability to forecast our future operating results is subject to a number of uncertainties, including our ability to plan for and model future growth in both our business and the digital advertising market generally.
−Removed: We are subject to risks and uncertainties frequently experienced by growing companies in rapidly evolving industries, including challenges in forecasting accuracy, determining appropriate nature and levels of investments, assessing appropriate returns on investments, achieving market acceptance of our existing and future offerings, managing client implementations and developing new solutions.
−Removed: If our assumptions regarding these uncertainties, which we regularly use and update to plan our business, are incorrect or change in reaction to changes in our markets, or if we do not address these risks successfully, our operating and financial results could differ materially from our expectations and our business could suffer.
−Removed: You should not consider our revenue growth in past periods to be indicative of our future performance.
−Removed: In future periods, our revenue could decline or grow more slowly than we expect.
−Removed: We believe the growth of our revenue depends on a number of factors, including our ability to:
−Removed: • attract new clients, and retain and expand our relationships with existing clients;
−Removed: • maintain the breadth of our media owner network and attract new publishers and media owners, including large retailers, publishers of web content, mobile applications and video and social games, in order to grow the volume and breadth of advertising inventory available to us;
−Removed: • broaden our solutions portfolio to include additional marketing and monetization goals (including discovery and choice) for commerce companies and consumer brands across the open Internet, including web, apps and stores;
−Removed: • adapt our offering to meet evolving needs of businesses, including to address market trends such as (i) the continued migration of consumers from desktop to mobile and from websites to mobile applications, (ii) the increasing percentage of sales that involve multiple digital devices, (iii) the increasing retailer adoption of retail media monetization solutions, (iv) the growing adoption by consumers of “ad-blocking” software on web browsers on desktop and/or on mobile devices and use or consumption by consumers of advertising-free services, (v) changes in the marketplace for and supply of advertising inventory, including the shift toward header bidding, (vi) changes in the overall ecosystem resulting in signal loss and (vii) changes in consumer acceptance of tracking technologies for targeted or behavioral advertising purposes;
−Removed: • maintain and increase our access to data necessary for the performance of Criteo AI Engine;
−Removed: • continuously improve the algorithms underlying Criteo AI Engine and apply state-of-the-art machine learning approaches and hardware;
−Removed: • continue to adapt to a changing regulatory landscape governing data use, data protection and privacy matters.
−Removed: We also anticipate continuing to invest in our business to increase the scale of our Commerce Media Platform and expand our operations.
−Removed: In particular, we plan to continue to focus on maximizing our Contribution ex-TAC, as we believe this focus fortifies a number of our competitive strengths.
−Removed: Our focus on maximizing Contribution ex-TAC on an absolute basis may have an adverse impact on our gross margin and we cannot be certain that this strategy will be successful or result in increased liquidity or long-term value for our shareholders.
−Removed: We derive a significant portion of our revenue from companies in the retail, travel and classified industries, and any downturn in these industries or any changes in regulations affecting these industries could harm our business.
−Removed: A significant portion of our revenue is derived from companies in the Retail, Travel and Classifieds industries.
−Removed: For example, in 2022, 2021, 2020 and 2019, 78.5%, 78.1%, 75.6% and 68.9%, respectively, of our combined revenue for Criteo Marketing Solutions was derived from advertisements placed for Retail commerce businesses.
−Removed: Any downturn or increased competitive pressure in any of our core industries, or other industries we may target in the future, may cause our clients to reduce their spending with us, or delay or cancel their advertising campaigns with us.
We experience fluctuations in our results of operations due to a number of factors, which make our future results difficult to predict and could cause our operating results to fall below expectations or our guidance.
Our quarterly and annual results of operations fluctuate due to a variety of factors, many of which are outside of our control.
−Removed: As a result, comparing our results of operations on a period-to-period basis may not be meaningful.
Fluctuations in our results of operations could cause our performance to fall below the expectations of analysts and investors, and adversely affect the price of our ADSs.
6 unchanged sentences
• client and publisher retention rates;
−Removed: • market acceptance of our offering and future solutions and services (i) in current industry verticals and new industry verticals, (ii) in new geographic markets, (iii) in new advertising channels, or (iv) for broader marketing goals;
+Added: • market acceptance of our offering and future solutions and services (i) in current and new industry verticals, (ii) in new geographic markets, (iii) in new advertising channels, or (iv) for broader marketing goals;
• the timing of large expenditures related to expansion into new solutions, new geographic markets, new industry verticals, acquisitions and/or capital projects;
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• failure to successfully manage or integrate any acquisitions;
−Removed: • general economic and political conditions in our domestic and international markets, including public health crises (such as the COVID-19 pandemic) and geopolitical conflicts (such as the conflict between Russia and Ukraine).
+Added: • general economic and political conditions in our domestic and international markets, including public health crises (such as the outbreak of contagious disease or pandemics) and geopolitical conflicts.
As a result, we may have a limited ability to forecast future revenue and expenses, and our results of operations may from time to time fall below our estimates or the expectations of public market analysts and investors.
+Added: We face intense competition for employee talent, and if we do not retain and continue to attract highly skilled talent or retain our senior management team and other key employees, we may not be able to achieve our business objectives.
+Added: Our future success depends on our ability to continue to attract, hire, retain and motivate highly skilled employees, particularly AI experts, software engineers, product managers and other employees with the technical skills that enable us to deliver effective advertising solutions.
+Added: Competition for diverse, experienced and highly skilled employees in our industry is intense, in particular in the fields of AI and data science, and we expect certain of our key competitors, who are larger than us and have access to more substantial resources, to pursue top talent on a global basis.
+Added: Our future success also depends on the continued service of our senior management team.
+Added: As a global team heading a global company, our management team must operate and collaborate across multiple physical locations and geographies, which can make coordinated management more challenging.
+Added: Business transformation periods, changes in leadership and changes due to business reorganization may result in uncertainty, impact business performance and strategies, and retention of key personnel.
+Added: We may be unable to attract or retain the management and highly skilled personnel who are critical to our success, which could hinder our ability to keep pace with innovation and technological change in our industry or result in harm to our key client and publisher relationships, loss of key information, expertise or proprietary knowledge and unanticipated recruitment and training costs.
+Added: In addition, a flexible remote working environment may present operational, cybersecurity and corporate culture challenges for which we may need to adapt.
+Added: If we are unable to continue to successfully attract and retain highly skilled talent, senior management and maintain our corporate culture, it could adversely affect our ability to compete effectively and execute on our business strategy.
Risks Related to Data Privacy, Intellectual Property and Cybersecurity
−Removed: Our ability to generate revenue depends on our collection of significant amounts of data from various sources, which may be restricted by consumer choice, clients, publishers, browsers or other software, changes in technology, and new developments in laws, regulations and industry standards.
−Removed: Our ability to optimize the delivery of internet advertisements for our clients depends on our ability to successfully leverage data, including data that we collect from our clients, data we receive from our publisher partners and third parties, and data from our own operating history.
−Removed: Using cookies and non-cookie based mechanisms, such as hashed emails, hashed customer log-ins, mobile phone numbers or mobile advertising identifiers, we collect information about the interactions of users with our clients’ and publishers’ digital properties (including, for example, information about the placement of advertisements and users’ shopping or other interactions with our clients’ websites or advertisements).
−Removed: Our ability to successfully leverage such data depends on our continued ability to access and use such data, which could be restricted by a number of factors, including consumer choices, restrictions imposed by counterparties (such as clients, supply sources and publishers, who may also compete with us for advertising spend and inventory), web browser developers or other software developers, changes in technology, including changes in web browser technology, increased visibility of consent or “do not track” mechanisms or “ad-blocking” software, the emergence of new opt-out signals such as “Global Privacy Control” and “Global Privacy Platform”, and new developments in, or new interpretations of, laws, regulations and industry standards.
−Removed: These types of restrictions could materially impair the results of our operations.
−Removed: Web browser developers, such as Apple, Mozilla Foundation, Microsoft or Google, have implemented or may implement changes in browser or device functionality that impair our ability to understand the preferences of consumers, including by limiting the use of third-party cookies or other tracking technologies or data indicating or predicting consumer preferences.
−Removed: Today, four major web browsers — Apple’s Safari, Mozilla’s Firefox, Microsoft’s Edge, and Samsung Internet Browser — block third party cookies by default.
−Removed: Internet users can also delete cookies from their computers at any time.
−Removed: In January 2020, Google announced that it plans to phase out support for third-party cookies in Chrome, which has since been delayed until the second half of 2024.
−Removed: Google controls more than 60% of the browser market and has an even more dominant position in the digital advertising market.
−Removed: These web browser developers have significant resources at their disposal and command substantial market share, and any restrictions they impose could foreclose our ability to understand the preferences of a substantial number of consumers.
−Removed: Although we are actively in the process of moving our business away from third-party cookies towards relying more on first-party data-based identifiers, if we are blocked from serving advertisements to a significant portion of internet users, our business could suffer and our results of operations could be harmed.
−Removed: Similarly, Internet users are increasingly able to download free or paid “ad-blocking” software, including on mobile devices, which prevent third-party cookies from being stored on a user’s computer and block advertisements from being displayed to such user.
−Removed: In addition, Google has introduced ad blocking software in its Chrome browser that blocks certain ads based on quality standards established under a multi-stakeholder coalition.
−Removed: If such a feature inadvertently or mistakenly blocks ads that are not within the established blocking standards, or if such capabilities become widely adopted and the advertising technology industry does not collaboratively develop alternative technologies, our business could be harmed.
−Removed: The Interactive Advertising Bureau and Digital Advertising Alliance have also developed frameworks that allow users to opt out of the “sale” of their personal information under the CCPA, in ways that stop or severely limit the ability to show targeted ads.
−Removed: In addition, search engines and other service providers that explicitly do not allow the tracking of data, such as DuckDuckGo, Inc., may be growing in popularity.
−Removed: If a significant number of web browser users switch to advertising-free services or platforms, our business could be materially impacted.
−Removed: Further, mobile devices allow users to opt out of the use of mobile device IDs for targeted advertising.
−Removed: For in-app advertising, data regarding interactions between users and devices are tracked mostly through stable, pseudonymous mobile device identifiers that are built into the device operating system with privacy controls that allow users to express a preference with respect to data collection for advertising, including to disable the identifier.
−Removed: These identifiers and privacy controls are defined by the developers of the mobile platforms and could be changed by the mobile platforms in a way that may negatively impact our business.
−Removed: For example, Apple announced in June 2020 that it will require user opt-in before permitting access to Apple’s unique identifier, or IDFA, and implemented iOS 15 in September 2021, which allows users to hide IP address information to prevent tracking web usage on the Safari browser and to shut off marketers’ ability to see if and when an email is opened through Apple’s Mail app.
−Removed: This shift from enabling user opt-out to an opt-in requirement is likely to have a substantial impact on the mobile advertising ecosystem and could harm our growth in this channel.
−Removed: User privacy features of other channels of programmatic advertising, such as Connected TV or over-the-top video, are still developing.
−Removed: Technical or policy changes, including regulation or industry self-regulation, could harm our growth in those channels.
−Removed: The data we gather is important to the continued development and success of Criteo Shopper Graph, which is a key element of the Criteo Commerce Media Platform.
−Removed: If too few of our clients provide us with the permission to share their data or if our clients choose to stop sharing their data, or if regulatory or other factors inhibit or restrict us from maintaining the data collectives underlying Criteo Shopper Graph, the value of Criteo Shopper Graph could be materially diminished, which could impact the performance of our products and materially impact our business.
−Removed: In addition, our ability to collect and use data may be restricted or prevented by a number of other factors, including:
−Removed: • the failure of our, or our clients’, network, hardware, or software systems;
−Removed: • our inability to grow our client and publisher base in new industry verticals and geographic markets in order to obtain the critical mass of data necessary for Criteo AI Engine to perform optimally in such new industry verticals or geographic markets;
−Removed: • malicious traffic (such as non-human traffic) that introduces “noise” in the information that we collect from clients and publishers;
−Removed: • interruptions, failures or defects in our data collection, mining, analysis and storage systems, including due to our reliance on external third-party providers for cloud computing services and data center hosting services, in a competitive market subject to close legal and regulatory scrutiny.
−Removed: Any of the above described limitations could also harm our business and adversely impact our future results of operations.
−Removed: T hird parties may implement technical restrictions that impede our access to data and revenue opportunities upon which we rely, which could materially impact our business and results of operations.
−Removed: A substantial portion of the data we rely on comes from our publisher partners and other third parties, including advertising exchange platforms (including supply-side platforms, or “SSPs”, such as Google’s Ad Manager).
−Removed: Similarly, we rely on our publisher partners, advertising exchange platforms and other third parties for opportunities to serve advertisements through which we generate our revenue.
−Removed: Our ability to successfully leverage such data and successfully generate revenue from such opportunities could be impacted by restrictions imposed by or on our publisher partners or other third parties, including restrictions on our ability to use or read cookies or other tracking features or our ability to use real-time bidding networks or other bidding networks.
−Removed: For example, in light of GDPR, some SSPs imposed restrictions on our ability to bid on opportunities to serve ads.
−Removed: Third-party publishers are responsible under GDPR for gathering necessary user consents and indicating to SSPs that Criteo has been approved by the applicable users.
−Removed: As part of their efforts to comply with their understanding of the requirements of GDPR, which are subject to interpretation, certain SSPs that run advertising exchanges have required actions from such third party publishers with respect to such consents that appear stricter than regulations require.
−Removed: Similarly, SSPs and other relevant third parties may take similar actions in response to any new legislation or regulatory developments or interpretations in the future, in response to perceived user preferences, or for other reasons.
−Removed: If third parties on which we rely for data or opportunities to serve advertisements impose similar restrictions or are not able to comply with restrictions imposed by other ecosystem participants, we may lose the ability to access data, bid on opportunities, or purchase digital ad space, which could have a substantial impact on our revenue.
−Removed: Failures in the systems and infrastructure supporting our solutions and operations, including as we scale our offerings, could significantly disrupt our operations and cause us to lose clients.
−Removed: In addition to the optimal performance of Criteo AI Engine, our business relies on the continued and uninterrupted performance of our software and hardware infrastructures.
−Removed: We currently place close to five billion advertisements per day and each of those advertisements can be placed in under 100 milliseconds.
−Removed: Sustained or repeated system failures of our, or our third-party providers’, software or hardware infrastructures (such as massive and sustained data center or cloud service provider outages), which interrupt our ability to deliver advertisements quickly and accurately, our ability to serve and track advertisements, our ability to process consumers’ responses to those advertisements or otherwise disrupt our internal operations, could significantly reduce the attractiveness of our offering to clients and publishers, reduce our revenue or otherwise negatively impact our financial situation, impair our reputation and subject us to significant liability.
−Removed: Additionally, if, for any reason, our arrangement with one or more data centers or cloud providers is terminated, we could experience difficulties and additional expense in arranging for new facilities and support, particularly given the current competitive nature of the data centers market at a worldwide scale, which involves high demands, low offers and strong pressure from providers to increase prices and diversify their client base.
−Removed: Any steps we take to ensure business continuity and increase the security, reliability and redundancy of our systems supporting the Criteo technology or operations may be expensive and may not be successful in preventing system failures.
−Removed: Similarly, advancements in machine learning approaches and other technology may require us to upgrade or replace essential hardware (such as graphics processing units), which could involve substantial resources and could be difficult to implement.
−Removed: In addition, while we seek to maintain excess capacity to facilitate the rapid provision of new client deployments and the expansion of existing client deployments, we may need to increase data center hosting capacity, bandwidth, storage, power or other elements of our system architecture and our infrastructure as our client base and/or our traffic continues to grow.
−Removed: The expansion and improvement of our systems and infrastructure may require us to commit substantial financial, operational and technical resources, with no assurance that the providers will honor such requests or that our business will increase.
−Removed: Our existing systems may not be able to scale up in a manner satisfactory to our existing or prospective clients, and may not be adequately designed with the necessary reliability and redundancy of certain critical portions of our infrastructure to avoid performance delays or outages that could be harmful to our business.
−Removed: Our failure to continuously upgrade or increase the reliability and redundancy of our infrastructure to meet the demands of a growing base of global clients and publishers could adversely affect the functioning and performance of our technology and could in turn affect our results of operations.
−Removed: Finally, our systems and the systems of our third-party providers are vulnerable to damage and increased costs from a variety of sources, some of which are outside of our control, including telecommunications failures, natural disasters, terrorism, power outages, a variety of other possible outages affecting data centers, increases in the price of energy needed to power and cool data centers, a decision to close any data center or the facilities of any other third-party provider without adequate notice, and malicious human acts, including hacking, computer viruses, malware/ransomware and other security breaches.
−Removed: Techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until launched against a target.
−Removed: As a result, we may be unable to anticipate some of these techniques or to implement adequate preventive measures.
−Removed: If we are unable to prevent system failures, the functioning and performance of our solutions could suffer, which in turn could interrupt our business and harm our results of operations.
Our business involves the use, transmission and storage of personal data and confidential information, and the failure to properly safeguard such information could result in significant reputational harm and monetary damages.
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Our industry is prone to cyber-attacks by third parties seeking unauthorized access to our data or users’ data or to disrupt our ability to provide services.
−Removed: As a result of our prominence, the size of our user base, and the types and volume of personal data on our systems, we believe that we are a particularly attractive target for such breaches and attacks.
−Removed: Any failure to prevent or mitigate security breaches and improper access to or disclosure of our data or user data, including personal information, trade secrets and intellectual property, or information from marketers, could result in the loss or misuse of such data, which could harm our business and reputation and diminish our competitive position.
+Added: As a result of our prominence, the size of our user base, and the volume of personal data on our systems, we believe that we are a particularly attractive target for such breaches and attacks.
+Added: Any failure to prevent or mitigate security breaches and improper access to or disclosure of our data or user data, trade secrets and intellectual property, or information from marketers, could result in the loss or misuse of such data, which could harm our business and reputation and diminish our competitive position.
In addition, computer malware/ransomware, viruses, unauthorized access or system compromises and hacking by sophisticated actors, including potential attacks from nation-state actors, have become more prevalent in our industry.
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There may be vulnerabilities in open source software that may make our products susceptible to cyberattacks.
+Added: We rely on cloud storage providers.
+Added: There may be increased security exposure due to our use of cloud storage.
Security incidents have occurred on our systems in the past, and will likely occur on our systems in the future.
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As a result, we may suffer significant legal, reputational, or financial exposure, which could adversely affect our business and results of operations.
+Added: Failures in the systems and infrastructure supporting our solutions and operations, including as we scale our offerings, could significantly disrupt our operations and cause us to lose clients.
+Added: In addition to the optimal performance of Criteo AI Engine, our business relies on the continued and uninterrupted performance of our software and hardware infrastructures.
+Added: We currently place close to five billion advertisements per day and each of those advertisements can be placed in under 100 milliseconds.
+Added: Sustained or repeated system failures of our, or our third-party providers’, software or hardware infrastructures (such as massive and sustained data center or cloud service provider outages), which interrupt our ability to deliver advertisements quickly and accurately, our ability to serve and track advertisements, our ability to process consumers’ responses to those advertisements or otherwise disrupt our internal operations, could significantly reduce the attractiveness of our offering to clients and publishers, reduce our revenue or otherwise negatively impact our financial situation, impair our reputation and subject us to significant liability.
+Added: Additionally, if, for any reason, our arrangement with one or more data centers or cloud providers is terminated, we could experience difficulties and additional expense in arranging for new facilities and support, particularly given the current competitive nature of the data centers market at a worldwide scale, which involves high demands, low offers and strong pressure from providers to increase prices and diversify their client base.
+Added: Any steps we take to ensure business continuity and increase the security, reliability and redundancy of our systems supporting the Criteo technology or operations may be expensive and may not be successful in preventing system failures.
+Added: Similarly, advancements in machine learning approaches and other technology may require us to upgrade or replace essential hardware (such as graphics processing units), which could involve substantial resources and could be difficult to implement.
+Added: In addition, while we seek to maintain excess capacity to facilitate the rapid provision of new client deployments and the expansion of existing client deployments, we may need to increase data center hosting capacity, bandwidth, storage, power or other elements of our system architecture and our infrastructure as our client base and/or our traffic continues to grow.
+Added: The expansion and improvement of our systems and infrastructure may require us to commit substantial financial, operational and technical resources, with no assurance that the providers will honor such requests or that our business will increase.
+Added: Our existing systems may not be able to scale up in a manner satisfactory to our existing or prospective clients, and may not be adequately designed with the necessary reliability and redundancy of certain critical portions of our infrastructure to avoid performance delays or outages that could be harmful to our business.
+Added: Our failure to continuously upgrade or increase the reliability and redundancy of our infrastructure to meet the demands of a growing base of global clients and publishers could adversely affect the functioning and performance of our technology and could in turn affect our results of operations.
+Added: Finally, our systems and the systems of our third-party providers are vulnerable to damage and increased costs from a variety of sources, some of which are outside of our control, including telecommunications failures, natural disasters, terrorism, power outages, a variety of other possible outages affecting data centers, increases in the price of energy needed to power and cool data centers, a decision to close any data center or the facilities of any other third-party provider without adequate notice, and malicious human acts, including hacking, computer viruses, malware/ransomware and other security breaches.
+Added: Techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until launched against a target.
+Added: As a result, we may be unable to anticipate some of these techniques or to implement adequate preventive measures.
+Added: If we are unable to prevent system failures, the functioning and performance of our solutions could suffer, which in turn could interrupt our business and harm our results of operations.
If we are unable to protect our proprietary information or other intellectual property, our business could be adversely affected.
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• the guidance we may provide to the public, any changes in this guidance or our failure to meet this guidance;
−Removed: • investor perception of risks in our industry, including but not limited to the competitive concentration of supply inventory or risks of fraudulent or malicious activity;
+Added: • investor perception of risks in our industry;
• failure of securities analysts to initiate or maintain coverage of us and our securities, changes in financial estimates by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors;
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• developments in anticipated or new legislation or new or pending lawsuits or regulatory actions;
−Removed: • other events or factors, including those resulting from economic recessions, natural disasters or weather events, cyberattacks, pandemics (including the COVID-19 pandemic), war (including the ongoing conflict between Russia and Ukraine), incidents of terrorism or other catastrophic events or responses to these events;
+Added: • other events or factors, including those resulting from economic recessions, natural disasters or weather events, cybersecurity incidents, pandemics, war, terrorism or other catastrophic events or responses to these events;
• any other risks identified in this Form 10-K.
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If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business and adversely affect our business.
−Removed: Our business could be negatively impacted by the activities of hedge funds or short sellers.
−Removed: There is the risk that we may be subject, from time to time, to challenges arising from the activities of hedge funds, short sellers or similar individuals who may not have the best interests of shareholders or the Company in mind.
−Removed: Reports or other publications prepared and disseminated by such hedge funds or short sellers may cause significant fluctuations in our stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business, and could cause the price of our ADSs or trading volume to decline.
−Removed: Furthermore, responding to such activities could be costly and time-consuming and may be intended to, and may in fact, divert the attention of our board of directors and senior management from the pursuit of our business strategies and adversely affect our business.
We may need additional capital in the future to meet our financial obligations and to pursue our business objectives.
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Maturity of this facility is in September 2027.
−Removed: While we anticipate that our existing cash and cash equivalents and short-term investments will be sufficient to fund our operations for at least the next 12 months, we may need to raise additional capital to fund operations in the future or to finance acquisitions.
−Removed: If adequate funds are not available on acceptable terms, we may be unable to fund the expansion of our research and development and sales and marketing efforts, increase working capital, take advantage of acquisition or other opportunities, or adequately respond to competitive pressures which could seriously harm our business and results of operations.
−Removed: Furthermore, if we issue additional equity securities, shareholders will experience dilution, and the new equity securities could have rights senior to those of our ordinary shares.
−Removed: Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings.
−Removed: As a result, our shareholders bear the risk of our future securities offerings reducing the market price of the ADSs and diluting their interest.
−Removed: We do not currently intend to pay dividends on our securities and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of the ADSs.
+Added: While we anticipate that our existing cash and cash equivalents and short-term investments will be sufficient to fund our operations for at least the next 12 months, we intend to continue growing our business, including through retail media, and as such, we cannot assure that we will be able to generate sufficient cash flow from operations or that future borrowings will be available under our General RCF in an amount sufficient to fund, among other things, the capital requirements of retail media, new product development, or our future working capital needs.
+Added: If we may need to raise additional capital to fund operations and growth in the future or to finance acquisitions and adequate funds are not available on acceptable terms, we may be unable to fund the expansion of our research and development and sales and marketing efforts, the development of new features or enhancements to our products, increase working capital, take advantage of acquisition or other opportunities, or adequately respond to competitive pressures which could seriously harm our business and results of operations.
+Added: Furthermore, if we raise additional funds through the issuance of additional equity securities, shareholders will experience dilution, and the new equity securities could have rights senior to those of our ordinary shares.
+Added: Our business could be negatively impacted by the activities of hedge funds or short sellers.
+Added: There is the risk that we may be subject, from time to time, to challenges arising from the activities of hedge funds, short sellers or similar individuals who may not have the best interests of shareholders or the Company in mind.
+Added: Reports or other publications prepared and disseminated by such hedge funds or short sellers may cause significant fluctuations in our stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business, and could cause the price of our ADSs or trading volume to decline.
+Added: Furthermore, responding to such activities could be costly and time-consuming and may be intended to, and may in fact, divert the attention of our board of directors and senior management from the pursuit of our business strategies and adversely affect our business.
+Added: Our credit agreement contains, and future debt agreements may contain, restrictions that may limit our flexibility in operating our business.
+Added: The credit agreement for the General RCF contains, and documents governing our future indebtedness may contain, numerous covenants that limit the discretion of management with respect to certain business matters.
+Added: These covenants place restrictions on, among other things, our ability and the ability of our subsidiaries to incur or guarantee additional indebtedness, pay dividends, sell certain assets or engage in mergers and acquisitions, and create liens.
+Added: Our credit agreement also requires, and documents governing our future indebtedness may require, us or our subsidiaries to meet certain financial ratios and tests.
+Added: To the extent we draw on the General RCF or incur new debt, the debt holders have rights senior to shareholders to make claims on our assets.
+Added: The breach of any of these covenants or noncompliance with any of these financial ratios and tests could result in an event of default under the applicable debt agreement, which, if not cured or waived, could result in acceleration of the related debt and the acceleration of debt under other instruments evidencing indebtedness that may contain cross-acceleration or cross-default provisions.
+Added: We do not currently intend to pay dividends on our securities and, consequently, the ability to achieve a return on your investment will depend on appreciation in the price of the ADSs.
In addition, French law may limit the amount of dividends we are able to distribute.
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Therefore, we may be more restricted in our ability to declare dividends than companies not based in France.
−Removed: Please see the section entitled “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities-Taxation-French Tax Consequences” in Item 5 of Part II in this Form 10-K for further details on such taxes and limitations.
+Added: Please see the section entitled “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities-French Tax Consequences” in Item 5 of Part II in this Form 10-K for further details on such taxes and limitations.
Finally, exchange rate fluctuations may affect the amount of euros that we are able to distribute, and the amount in U.S.
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Consequently, investors may need to sell all or part of their holdings of ADSs after price appreciation, which may never occur, as the only way to realize any future gains on their investment.
−Removed: Our credit agreement contains, and future debt agreements may contain, restrictions that may limit our flexibility in operating our business.
−Removed: The credit agreement for the General RCF contains, and documents governing our future indebtedness may contain, numerous covenants that limit the discretion of management with respect to certain business matters.
−Removed: These covenants place restrictions on, among other things, our ability and the ability of our subsidiaries to incur or guarantee additional indebtedness, pay dividends, sell certain assets or engage in mergers and acquisitions, and create liens.
−Removed: Our credit agreement also requires, and documents governing our future indebtedness may require, us or our subsidiaries to meet certain financial ratios and tests.
−Removed: To the extent we draw on the General RCF or incur new debt, the debt holders have rights senior to shareholders to make claims on our assets.
−Removed: Our ability and the ability of our subsidiaries to comply with these and other provisions of our debt agreements are dependent on our future performance, which will be subject to many factors, some of which are beyond our control.
−Removed: The breach of any of these covenants or noncompliance with any of these financial ratios and tests could result in an event of default under the applicable debt agreement, which, if not cured or waived, could result in acceleration of the related debt and the acceleration of debt under other instruments evidencing indebtedness that may contain cross-acceleration or cross-default provisions.
Our by-laws and French corporate law contain provisions that may delay or discourage a sale of the Company.
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In addition, you may not be able to cancel your ADSs and withdraw the underlying ordinary shares when you owe money for fees, taxes and similar charges and when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ADSs or to the withdrawal of ordinary shares or other deposited securities.
−Removed: investors may have difficulty enforcing civil liabilities against our Company and directors and senior management.
+Added: investors may have difficulty enforcing civil liabilities against our Company, directors and senior management.
Certain of our directors and members of senior management, and those of certain of our subsidiaries, are non-residents of the U.S., and all or a substantial portion of our assets and the assets of such persons are located outside the U.S.
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General Risk Factors
−Removed: In periods of economic uncertainty, businesses may delay or reduce their spending on advertising, and we are exposed to the credit risk of some of our clients and customers, which could materially harm our business.
−Removed: Global economic conditions have been, and may continue to be, significantly unstable in recent years, especially in the EU where we generated 35% of our revenue for 2022.
−Removed: Unstable conditions make it difficult for our clients and us to accurately forecast and plan future business activities, and could cause our clients to reduce or delay their advertising spending with us as consumers are spending less.
−Removed: Worsening economic conditions and economic downturns, including conditions such as inflation, rising interest rates, recessions, or other changes in economic conditions may result in overall reductions in advertising spending, and businesses may curtail spending both on advertising in general and on a solution such as ours.
−Removed: We cannot predict the timing, strength or duration of any economic slowdown or recovery.
−Removed: Any macroeconomic deterioration could impair our revenue and results of operations.
−Removed: Our evolving client portfolio exposes us to varied payment terms and additional credit risk, which could result in further exposure in the event of economic uncertainty or an economic downturn, including conditions such as inflation, rising interest rates, recession, pandemic or other changes in economic conditions.
−Removed: Additionally, our exposure to credit risks relating to our financing activities may increase if our customers are adversely affected by periods of economic uncertainty, including inflation, rising interest rates, recession, pandemic, or other changes in economic conditions, or a global economic downturn.
−Removed: These losses have significantly impacted, and could continue to significantly impact, our operating results and financial condition.
+Added: In periods of macroeconomic and geopolitical uncertainty, businesses may delay or reduce their spending on advertising, which may expose us to the credit risk of some of our clients and adversely affect our business, financial condition, results of operations and/or cash flows.
+Added: Our business depends in part on worldwide economic conditions and on the overall demand for advertising and the economic health of advertisers that benefit from our platform.
+Added: Global economies, including the U.S.
+Added: and Europe, are being impacted by adverse economic conditions, including inflation, elevated interest rates, recessions, volatility in credit, equity and foreign exchange markets, bankruptcies and overall uncertainty with respect to the economy.
+Added: These conditions coupled with geopolitical instability, such as the current conflicts in the Middle East and Ukraine, make it difficult for our clients and us to accurately forecast and plan future business activities, and may result in businesses reducing or delaying advertising spending in general and on a solution such as ours.
+Added: Additionally, we are exposed to credit risks due to our financing activities and our evolving client portfolio involving credit risk from varied payment terms, which could result in further exposure if our clients are adversely affected by any such macroeconomic uncertainty.
+Added: The timing of receipt of payment from our clients may impact our cash flows and working capital.
+Added: If any such macroeconomic conditions remain uncertain, persist, spread or deteriorate further, this could continue to significantly impact, our operating results, financial condition and cash flows.
If we fail to maintain an effective system of internal controls, we may be unable to accurately report our financial results or prevent fraud, and investor confidence and the market price of the ADSs may, therefore, be adversely impacted.
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In addition, we are required to submit a report by management to the Audit Committee and external auditors on the effectiveness of our ICFR pursuant to Section 404 of the Sarbanes-Oxley Act (“SOX”) and our independent registered public accounting firm is required to attest to the effectiveness of our ICFR.
−Removed: If we identify material weaknesses in our ICFR, if we are unable to comply with the requirements of Section 404 of SOX in a timely manner or assert that our ICFR are effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our ICFR when required, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of ADSs may be
−Removed: adversely impacted, and we could become subject to investigations by the stock exchange on which our securities are listed, the SEC, or other regulatory authorities, which could require additional financial and management resources.
+Added: If we identify material weaknesses in our ICFR, if we are unable to comply with the requirements of Section 404 of SOX in a timely manner or assert that our ICFR are effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our ICFR when required, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of ADSs may be adversely impacted, and we could become subject to investigations by the stock exchange on which our securities are listed, the SEC, or other regulatory authorities, which could require additional financial and management resources.
Our failure to maintain certain tax regimes applicable to French technology companies may adversely affect our results of operations.
3 unchanged sentences
Furthermore, the tax laws may change, and could remove these incentives in the future or reduce their benefits.
−Removed: Specifically, the Organization for Economic Co-operation and Development’s international Pillar 2 tax reform could trigger law changes and generate additional tax expense.
−Removed: We are a multinational organization faced with increasingly complex tax issues in many jurisdictions, and new taxes or laws, or revised interpretations thereof, may negatively affect our results of operations.
+Added: We are a multinational organization facing increasingly complex tax issues in many jurisdictions, and new taxes or laws, or revised interpretations thereof, that may negatively affect our results of operations.
As a multinational organization operating in multiple jurisdictions, we are subject to taxation in several jurisdictions around the world with increasingly complex tax laws, the application of which can be uncertain.
The amount of taxes we pay in these jurisdictions could increase substantially as a result of changes in the applicable tax principles, including increased tax rates, new tax laws or revised interpretations of existing tax laws and precedents, which could have a material adverse effect on our liquidity and results of operations.
−Removed: For instance, several countries have proposed or enacted Digital Services Taxes ("DST"), many of which would apply to revenues derived from digital services.
−Removed: We will continue to assess the ongoing impact of DSTs that we pay in certain jurisdictions, as we anticipate that many jurisdictions may sign an agreement with the Organization for Economic Co-operation and Development in the coming years and that DSTs could be eliminated under Pillar 1.
−Removed: We also monitor the impact of Pillar 2.
+Added: For instance, ,we will continue to assess the ongoing impact of Digital Services Taxes (“DST”) and we closely monitor the Organization for Economic Co-operation and Development tax reforms of Pillar 1 and Pillar 2 that may remove DST (Pillar 1), or may generate additional taxes (Pillar 2).
Holders of our ADSs may suffer adverse tax consequences if we are treated as a “passive foreign investment company” for U.S.
3 unchanged sentences
Passive income includes, among other things, dividends, interest, certain non-active rents and royalties, net gains from the sale or exchange of property producing such income and net foreign (non-U.S.) currency gains.
−Removed: For this purpose, cash and assets readily convertible into cash are generally categorized as passive assets, subject to a limited working capital exception under proposed regulations.
+Added: For this purpose, cash and assets readily convertible into cash are generally categorized as passive assets, subject to a limited exception under proposed regulations in respect of working capital held in a non-interest bearing financial account for the present needs of an active trade or business to cover operating expenses reasonably expected to be paid within 90 days.
Goodwill and other un-booked intangibles are taken into account and being characterized as either active or passive, as appropriate;
9 unchanged sentences
Since a separate factual determination as to whether we are or have become a PFIC must be made each year (after the close of such year), we cannot assure that we will not be or become a PFIC in the current year or any future taxable year.
−Removed: If we are to be classified as a PFIC for any taxable year during which a U.S.
+Added: If we were to be classified as a PFIC for any taxable year during which a U.S.
Holder 5 holds our ADSs, we would continue to be treated as a PFIC with respect to that U.S.
5 unchanged sentences
For further information regarding the U.S.
−Removed: federal income tax considerations relevant to our potential status as a PFIC, please see the section entitled “Taxation—U.S.
+Added: federal income tax considerations relevant to our potential status as a PFIC, please see the section entitled “U.S.
Federal Income Tax Considerations for U.S.
−Removed: Holders—Passive Foreign Investment Company, or PFIC, Rules” in our Annual Report.
+Added: Holders—PFIC Rules” in this Form 10-K.
+Added: Holder is (1) a legal and/or a beneficial owner of our ADSs and (2) a U.S.
+Added: person for U.S.
+Added: federal income tax purposes, specifically:
+Added: (i) an individual who is a citizen or resident of the United States for U.S.
+Added: federal income tax purposes;
+Added: (ii) a corporation, or other entity treated as an association taxable as a corporation for U.S.
+Added: federal income tax purposes, that is created in, or organized under the law of the United States, any state thereof or the District of Columbia;
+Added: (iii) an estate the income of which is includible in gross income for U.S.
+Added: federal income tax purposes regardless of its source or whether or not the income is effectively connected with the conduct of a U.S.
+Added: trade or business;
+Added: (iv) a trust, the administration of which is subject to the primary supervision of a U.S.
+Added: court and which has one or more U.S.
+Added: persons who have the authority to control all substantial decisions of the trust;
+Added: or (v) a person that has otherwise validly elected to be treated as a U.S.
+Added: person under the U.S.
+Added: Internal Revenue Code of 1986 (as amended).
Holder is treated as owning at least 10% of our ADSs, such person may be subject to adverse U.S.
25 unchanged sentences
Shareholder that is a U.S.
−Removed: Holder is a beneficial owner of our ADSs and is:
−Removed: (i) an individual who is a citizen or resident of the United States for U.S.
−Removed: federal income tax purposes;
−Removed: (ii) a corporation, or other entity treated as an association taxable as a corporation for U.S.
−Removed: federal income tax purposes, created in, or organized under the law of the United States, any state thereof or the District of Columbia;
−Removed: (iii) an estate the income of which is includible in gross income for U.S.
−Removed: federal income tax purposes regardless of its source;
−Removed: or (iv) a trust (A) the administration of which is subject to the primary supervision of a U.S.
−Removed: court and which has one or more U.S.
−Removed: persons who have the authority to control all substantial decisions of the trust or (B) that has otherwise validly elected to be treated as a U.S.
−Removed: person under the U.S.
−Removed: Internal Revenue Code of 1986 (as amended) .
The determinations of CFC status and U.S.
5 unchanged sentences
Holder should consult its advisors regarding the potential application of these rules to an investment in our ADSs.
−Removed: Unresolved Staff Comments
−Removed: We do not have any unresolved comments from the SEC staff.
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.