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Item 7. Management’s Discussion and Analysis

2025-02-28 compared with 2024-02-23 · 838 added, 486 removed, 244 unchanged (84% of the section changed)

Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes appearing elsewhere in this Form 10-K.

To supplement our condensed consolidated financial statements, which are prepared and presented in accordance with generally accepted accounting principles in the United States of America ("U.S.

GAAP"), we present Contribution ex-TAC, and Adjusted EBITDA, which are non-GAAP financial measures.

We define Contribution ex-TAC as a profitability measure akin to gross profit.

It is calculated by deducting traffic acquisition costs from revenue and reconciled to gross profit through the exclusion of other costs of revenue.

Contribution ex-TAC is presented in the section entitled "Contribution excluding Traffic Acquisition Costs", which includes a reconciliation to its most directly comparable U.S.

GAAP financial measure, Gross Profit.

We define Adjusted EBITDA as our consolidated earnings before financial income (expense), income taxes, depreciation and amortization, adjusted to eliminate the impact of equity awards compensation expense, pension service costs, certain restructuring, integration and transformation costs, certain acquisition costs and a loss contingency related to a regulatory matter.

Adjusted EBITDA is presented in the section entitled "Adjusted EBITDA", which includes a reconciliation to its most directly comparable U.S.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction

with our consolidated financial statements and related notes appearing elsewhere in this Form 10-K.

generally discusses 2024 results compared to 2023 results.

Discussion of 2023 results compared to 2022 results to the

extent not included in this report can be found in Item 7 of our 2023 Annual Report on Form 10-K.

To supplement our consolidated financial statements, which are prepared and presented in accordance with generally

accepted accounting principles in the United States of America ("U.S.

GAAP"), we present Contribution ex-TAC, and

Adjusted EBITDA, which are non-GAAP financial measures.

We define Contribution ex-TAC as a profitability measure

akin to gross profit.

It is calculated by deducting traffic acquisition costs from revenue and reconciled to gross profit

through the exclusion of other costs of revenue.

Contribution ex-TAC is presented in the section entitled "Contribution

excluding Traffic Acquisition Costs", which includes a reconciliation to its most directly comparable U.S.

GAAP financial

measure, Gross Profit.

We define Adjusted EBITDA as our consolidated earnings before financial income (expense),

income taxes, depreciation and amortization, adjusted to eliminate the impact of equity awards compensation expense,

pension service costs, certain restructuring, integration and transformation costs, certain acquisition costs and a loss

contingency related to a regulatory matter.

Adjusted EBITDA is presented in the section entitled "Adjusted EBITDA",

which includes a reconciliation to its most directly comparable U.S.

GAAP financial measure, Net Income.

We also present revenues, traffic acquisition costs and Contribution ex-TAC on a constant currency basis;

these measures exclude the impact of foreign currency fluctuations and are computed by applying the average exchange rates for the prior year to the current year figures.

present revenues, traffic acquisition costs and Contribution ex-TAC on a constant currency basis;

these measures exclude

the impact of foreign currency fluctuations and are computed by applying the average exchange rates for the prior year to

the current year figures.

A reconciliation is provided in the section entitled "Constant Currency Reconciliation".

We believe these non-GAAP financial measures provide investors with useful supplemental information about the financial performance of our business, enable comparison of financial results between periods where certain items may vary independent of business performance, and allow for greater transparency with respect to key metrics used by management in operating our business.

As required by the rules of the SEC, we provide reconciliations of the non-GAAP financial measures contained in this document to the most directly comparable measures under GAAP.

We are a global technology company driving superior commerce outcomes for marketers and media owners through the world’s leading Commerce Media Platform.

We operate in commerce media, the future of digital advertising, leveraging commerce data and artificial intelligence ("AI") to connect ecommerce, digital marketing and media monetization to reach consumers throughout their shopping journey.

Our vision is to bring richer experiences to every consumer by supporting a fair and open internet that enables discovery, innovation, and choice – powered by trusted and impactful advertising.

We have accelerated and deeply transformed the Company from a single-product to a multi-solution platform provider, fast diversifying our business into new solutions.

We have reported our results as three reportable segments:

Marketing Solutions, Retail Media and Iponweb.

Beginning in the first quarter of 2024 – following the completion of the integration of our Iponweb acquisition – our Chief Operating Decision Maker, who is our Chief Executive Officer (“CEO”), no longer receives disaggregated information for Iponweb.

As such, we will update our segment financial reporting structure in line with how our CEO assesses performance and allocates resources.

We will have two segments:

We believe these non-GAAP financial measures provide investors with useful supplemental information about the financial

performance of our business, enable comparison of financial results between periods where certain items may vary

independent of business performance, and allow for greater transparency with respect to key metrics used by

management in operating our business.

As required by the rules of the SEC, we provide reconciliations of the non-GAAP

financial measures contained in this document to the most directly comparable measures under GAAP.

We are a global technology company driving superior commerce outcomes for marketers and media owners through the

world’s leading Commerce Media Platform.

We operate in commerce media, the future of digital advertising, leveraging

commerce data and artificial intelligence ("AI") to connect ecommerce, digital marketing and media monetization to reach

consumers throughout their shopping journey.

Our vision is to bring richer experiences to every consumer by supporting a

fair and open internet that enables discovery, innovation, and choice – powered by trusted and impactful advertising.

have accelerated and deeply transformed the Company from a single-product to a multi-solution platform provider, fast

diversifying our business into new solutions.

Beginning in the first quarter of 2024 – following the completion of the integration of our Iponweb acquisition – our Chief

Operating Decision Maker, who is our Chief Executive Officer (“CEO”), no longer received disaggregated information for

As such, we updated our segment financial reporting structure in line with how the CEO assesses performance

and allocates resources.

Starting in 2024, we reported two segments:

Retail Media and Performance Media.

Performance Media combines our former Marketing Solutions and Iponweb segments.

Media combines our former Marketing Solutions and Iponweb segments.

As such, prior period segment results and

related disclosures have been conformed to reflect the Company’s current reportable segments.

Full Year 2024 financial highlights

For the year ended December 31, 2023, revenue was $1,949.4 million, down 3% compared to the prior year, reflecting growth in Retail Media and Iponweb offset by lower revenue in Marketing Solutions.

At constant currency, revenue was down 3%.

Gross profit for the year ended December 31, 2023 increased by 9% to $863.0 million, compared to the prior year, primarily due to lower traffic acquisition costs.

Contribution ex-TAC for the year ended December 31, 2023 increased by 10% to $1,022.6 million, compared to the prior year, driven by growth in Retail Media and Iponweb.

For the year ended December 31, 2024 , revenue was $1,933.3 million , down (1)% compared to the prior year, reflecting

growth in Retail Media offset by lower revenue in Performance Media.

At constant currency, revenue was flat .

Gross profit for the year ended December 31, 2024 increased by 14% to $983.0 million , compared to the prior year,

primarily due to lower traffic acquisition costs, lower hosting costs and a decrease in depreciation of data center servers.

Contribution ex-TAC for the year ended December 31, 2024 increased by 10% to $1,121.5 million , compared to the prior

year, driven by growth in Retail Media and Performance Media.

At constant currency, Contribution ex-TAC increased by

In Q4 2023, new solutions represented approximately 56% of Contribution excluding Traffic Acquisition Costs, or Contribution ex-TAC, which is a non-U.S.

GAAP financial measure, compared to 47% in Q4 2022.

Net income for the year ended December 31, 2023 increased by 402% to $54.6 million, compared to the prior year, primarily due to lower traffic acquisition costs and lower operating expenses.

Adjusted EBITDA for the year ended December 31, 2023 increased by 13% to $301.8 million, compared to the prior year, primarily due to higher Contribution ex-TAC and planned cost reduction actions.

Cash flow from operating activities was $224.2 million for the year ended December 31, 2023, compared to $256.0 million in the prior year.

Net income for the year ended December 31, 2024 increased by 110% to $114.7 million , compared to the prior year,

primarily due to lower traffic acquisition costs.

Adjusted EBITDA for the year ended December 31, 2024 increased by 29% to $390.1 million , compared to the prior year,

primarily due to higher Contribution ex-TAC.

Cash flow from operating activities was $258.2 million for the year ended December 31, 2024 , compared to $224.2 million

in the prior year.

Trends, Opportunities and Challenges

We believe our performance and future success depend on several factors that present significant opportunities but also pose risks and challenges, including those referred to in Part I, Item 1A.

We believe our performance and future success depend on several factors that present significant opportunities but also

pose risks and challenges, including those referred to in Part I, Item 1A.

Develop and Scale our Commerce Media Platform

Our future growth depends upon our ability to retain and scale our existing clients and increase the usage of our Commerce Media platform as well as adding new customers.

We believe that we are in a leading position in the Commerce Media space as we have unique commerce data at scale, deep integrations with retailers, a large client base, differentiated technology and a R&D powerhouse.

By unifying the Commerce Media ecosystem with a multi-retailer, multi-channel, multi-format approach and providing full funnel closed loop measurement to our clients, we believe we are well positioned to capture more ad budgets and market share.

Our future growth depends upon our ability to retain and scale our existing clients and increase the usage of our

Commerce Media Platform as well as adding new customers.

We believe that we are in a leading position in the

Commerce Media space as we have unique commerce data at scale, deep integrations with retailers, a large client base,

differentiated technology and a R&D powerhouse.

By unifying the Commerce Media ecosystem with a multi-retailer, multi-

channel, multi-format approach and providing full funnel closed loop measurement to our clients, we believe we are well

positioned to capture more ad budgets and market share.

Business and Macroeconomic Conditions

Global economic and geopolitical conditions have been increasingly volatile due to factors such as the conflicts in Ukraine and the Middle East, inflation, and high interest rates.

The economic uncertainty resulting from these factors has negatively impacted advertising demand, consumer behavior, and to some extent our performance.

These factors, among others, including the impact of persistent inflation, make it difficult for Criteo and our clients to accurately forecast and plan future business activities, and could cause the company's clients to reduce or delay their advertising spending or increase their cautiousness, which, in turn, could have an adverse impact on our business, financial condition and results of operations.

We are monitoring these macroeconomic conditions closely and may continue to take actions in response to such conditions to the extent they adversely affect our business.

In the advertising industry, companies commonly experience seasonal fluctuations in revenue, as many marketers allocate the largest portion of their budgets to the third and fourth quarter of the calendar year in order to coincide with increased back-to-school and holiday purchasing.

Historically, the fourth quarter has reflected our highest level of advertising activity for the year.

We generally expect the subsequent first quarter to reflect lower activity levels, but this trend may be masked due to the growth of our business.

In addition, historical seasonality may not be predictive of future results given the potential for changes in advertising buying patterns and consumer activity due to the potential impacts of the evolving macroeconomic and geopolitical conditions discussed above.

We expect our revenue to continue to fluctuate based on seasonal factors that affect the advertising industry as a whole.

Global economic and geopolitical conditions have been volatile due to factors such as the ongoing conflicts in Ukraine and

the Middle East, persistent inflation, and high interest rates.

These factors, among others, including the impact of persistent inflation, make it difficult for Criteo and our clients to

accurately forecast and plan future business activities, and could cause the company's clients to reduce or delay their

advertising spending or increase their cautiousness, which, in turn, could have an adverse impact on our business,

financial condition and results of operations.

In the advertising industry, companies commonly experience seasonal fluctuations in revenue, as many marketers

allocate the largest portion of their budgets to the third and fourth quarter of the calendar year in order to coincide with

increased back-to-school and holiday purchasing.

Historically, the fourth quarter has reflected our highest level of

advertising activity for the year.

We generally expect the subsequent first quarter to reflect lower activity levels, but this

trend may be masked due to the growth of our business.

In addition, historical seasonality may not be predictive of future

results given the potential for changes in advertising buying patterns and consumer activity due to the potential impacts of

the evolving macroeconomic and geopolitical conditions discussed above.

We expect our revenue to continue to fluctuate

based on seasonal factors that affect the advertising industry as a whole.

Privacy Trends and Government Regulations

We are subject to U.S.

and international laws and regulations regarding privacy, data protection, digital advertising and the collection of user data.

In addition, large Internet and technology companies such as Google and Apple are making their own decisions as to how to protect consumer privacy with measures resulting in signal loss, which impact the entire digital ecosystem.

Google’s web browser, Chrome, announced plans to deprecate support for third-party cookies in the second half of 2024, which will follow a one-percent deprecation of third-party cookies for Chrome users globally in the first quarter of 2024.

These developments could cause instability in the advertising technology industry.

We have developed a multi-pronged addressability strategy to enhance our resilience post third-party identifiers.

and international laws and regulations regarding privacy, data protection, digital advertising and the

collection of user data.

In addition, large Internet and technology companies such as Google and Apple are making their

own decisions as to how to protect consumer privacy with measures resulting in signal loss, which impact the entire digital

While Google has announced in July 2024, that it will not pursue its original plan to fully phase out third-party

cookies in Chrome, Google has proposed an updated approach that allows users to make an informed choice across web

browsing that can be adjusted at any time.

This proposal remains subject to consultation with the UK Competition and

Market Authority, the Information Commissioner's Office and other global regulators.

These developments could cause

instability in the advertising technology industry.

We have developed a multi-pronged addressability strategy to provide

scalability and runtime interoperability of privacy-safe solutions for a more open, unified and efficient ecosystem.

Operating Results

Critical Accounting Policies and Estimates

Our consolidated financial statements are prepared in accordance with U.S.

The preparation of our consolidated financial statements requires us to make estimates, assumptions and judgments that affect the reported amounts of revenue, assets, liabilities, costs and expenses.

We base our estimates and assumptions on historical experience and other factors that we believe to be reasonable under the circumstances.

We evaluate our estimates and assumptions on an ongoing basis.

Our actual results may differ from these estimates.

An accounting policy is deemed to be critical if it requires an accounting estimate to be made on assumptions about matters that are highly uncertain at the time the estimate is made, if different estimates reasonably could have been used, or if changes in the estimate that are reasonably possible could materially impact the financial statements.

We believe estimates associated with (1) gross vs net assessment in revenue recognition, (2) income taxes, including i) recognition of deferred tax assets arising from the subsidiaries projected taxable profit for future years, ii) evaluation of uncertain tax positions associated with our transfer pricing policy and iii) recognition of income tax position in respect with tax reforms recently enacted in countries we operate, (3) assumptions used in valuing long-lived assets including intangible assets, and goodwill, and (4) assumptions surrounding the recognition and valuation of contingent liabilities and losses, are critical as they are made based on assumptions about matters which are uncertain.

Principles and Accounting Methods to our audited consolidated financial statements beginning on page F-1 for a description of our other significant accounting policies.

Revenue Recognition - Gross vs Net Assessment

For revenue generated from arrangements that involve purchasing inventory from media owners, there is significant judgment in evaluating whether we are the principal, and report revenue on a gross basis, or the agent, and report revenue on a net basis.

In this assessment, we consider if we obtain control of the specified goods or services before they are transferred to the customer, as well as other indicators such as the determination of the party primarily responsible for fulfillment of the promised service, inventory risk, and discretion in establishing price.

The assessment of whether we are considered the principal or the agent in a transaction could impact our revenue and cost of revenue recognized in the consolidated statements of income.

For additional information regarding revenue and the assumptions used for determining our revenue recognition refer to Note 1.

Critical Accounting Estimates

Our consolidated financial statements have been prepared in accordance with U.S.

The preparation of our

consolidated financial statements requires us to make estimates, assumptions and judgments that affect the reported

amounts of revenue, assets, liabilities, costs and expenses.

We base our estimates and assumptions on historical

experience and other factors that we believe to be reasonable under the circumstances.

We evaluate our estimates and

assumptions on an ongoing basis.

Our actual results may materially differ from these estimates.

An accounting policy is deemed to be critical if it requires an accounting estimate to be made on assumptions about

matters that are highly uncertain at the time the estimate is made, if different estimates reasonably could have been used,

or if changes in the estimate that are reasonably possible could materially impact the financial statements.

estimates associated with (1) r evenue recognition, including judgements made in the determination of whether we are

acting as a principle or agent ( 2) income taxes, including i) recognition of deferred tax assets arising from the subsidiaries

projected taxable profit for future years, ii) evaluation of uncertain tax positions and iii) recognition of income tax position in

respect with tax reforms recently enacted in countries where we operate, (3) assumptions used in valuing long-lived assets

including intangible assets, and goodwill, and (4) assumptions surrounding the recognition and valuation of contingent

liabilities and losses, are critical as they are made based on assumptions about matters which are uncertain.

Principles and Accounting Methods to our audited consolidated financial statements beginning on page F-1 for a

description of our other significant accounting policies.

Revenue Recognitio n

The determination as to whether revenue should be reported gross of amounts billed to customers or net of payments to

publishers requires significant judgment, and is based on our assessment of whether we are acting as the principal or an

agent in a transaction.

For revenue generated from arrangements that involve purchasing inventory from media o wners,

we consider whether we obtain control of the services before they are transferred to the customer, or if we are acting

primarily as an agent or intermediary.

The assessment of whether we are considered the principal or the agent in a

transaction could impact our revenue and cost of revenue recognized in the consolidated statements of income.

For additional information regarding revenue and the assumptions used for determining our revenue recognition refer to

Principles and Accounting Methods of our financial statements.

We are subject to income taxes in France and numerous foreign jurisdictions.

We record deferred taxes on all temporary differences between the financial reporting and tax bases of assets and liabilities, and on tax losses, using the liability method.

The measurement of deferred income tax assets is reduced, if necessary, by a valuation allowance for any tax benefits which are not expected to be realized.

If future taxable profits are considerably different from those forecasted that support recording deferred tax assets, we will have to revise downwards or upwards the amount of the deferred tax assets, which could have a significant impact on our financial results.

We also recognize tax benefits from uncertain tax positions only if we believe that it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position.

These uncertain tax positions include our estimates for transfer pricing that have been developed based upon analyses of appropriate arms-length prices.

Similarly, our estimates related to uncertain tax positions concerning research and development tax credits are based on an assessment of whether our available documentation corroborating the nature of our activities supporting the tax credits will be sufficient.

We record deferred taxes on all temporary

differences between the financial reporting and tax bases of assets and liabilities, and on tax losses, using the liability

The measurement of deferred income tax assets is reduced, when necessary, by a valuation allowance for any tax

benefits which are not expected to be realized.

If future taxable profits are considerably different from those forecasted that

support recording deferred tax assets, we will revise the amount of the deferred tax assets downwards or upwards, which

could have a significant impact on our financial results.

We recognize the tax benefits arising from uncertain tax positions only if we believe that it is more likely than not that the

tax position will be sustained on examination by the taxing authorities based on the technical merits of the position.

uncertain tax positions include our estimates for transfer pricing that have been developed based upon analyses of

appropriate arms-length prices.

Similarly, our estimates related to uncertain tax positions concerning research and

development tax credits are based on an assessment of whether our available documentation corroborating the nature of

our activities supporting the tax credits will be sufficient to sustain the position.

Valuation of Long-lived Assets including Goodwill and Intangible Assets

We allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and intangible assets acquired based on their estimated fair values.

The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill to reporting units based on the expected benefit from the business combination.

Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets.

Significant estimates in valuing certain intangible assets include, but are not limited to, estimated replacement costs and future expected cash flows from acquired users, acquired technology, acquired patents, and trade names from a market participant perspective, useful lives, and discount rates.

Management's estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates.

Allocation of purchase consideration to identifiable assets and liabilities affects our amortization expense, as acquired finite-lived intangible assets are amortized over the useful life, whereas any indefinite-lived intangible assets, including goodwill, are not amortized.

During the measurement period, which is not to exceed one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill.

We allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and intangible

assets acquired based on their estimated fair values.

The excess of the fair value of purchase consideration over the fair

values of these identifiable assets and liabilities is recorded as goodwill and allocated to reporting units based on the

expected benefit from the business combination.

Such valuations require management to make significant estimates and

assumptions, especially with respect to intangible assets.

Significant estimates in valuing certain intangible assets include, but are not limited to, estimated replacement costs and

future expected cash flows from acquired users, acquired technology, acquired patents, and trade names from a market

participant perspective, useful lives, and discount rates.

Management's estimates of fair value are based upon assumptions

believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ

from estimates.

Allocation of purchase consideration to identifiable assets and liabilities affects our amortization expense,

as acquired finite-lived intangible assets are amortized over the useful life, whereas any indefinite-lived intangible assets,

including goodwill, are not amortized.

During the measurement period, which is not to exceed one year from the acquisition

date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill.

Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.

Goodwill is tested for impairment at the reporting unit level annually or more frequently if events or changes in circumstances would more likely than not reduce the fair value of a reporting unit below its carrying value.

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

As of December 31, 2023, no impairment of goodwill has been identified.

Long-lived assets, including property and equipment and finite-lived intangible assets are reviewed for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable.

The evaluation is performed at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities.

Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate from the use and eventual disposition.

If such review indicates that the carrying amount of property and equipment and intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value.

Goodwill is tested for impairment at the reporting unit level annually, or more frequently if events or changes in

circumstances would indicate that the fair value of a reporting unit may be below its carrying value.

Goodwill has been

allocated to segments using a relative fair value allocation approach.

As of December 31, 2024 , no impairment of goodwill

has been identified.

In 2024, the Company voluntarily changed its goodwill and indefinite-lived intangible asset annual

impairment test date from December 31 to October 1.

Refer to Note 10 Goodwill of our financial statements beginning on

Long-lived assets, including property and equipment and finite-lived intangible assets are reviewed for possible impairment

whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable.

evaluation is performed at the lowest level for which identifiable cash flows are largely independent of the cash flows of

other assets and liabilities.

Recoverability of these assets is measured by a comparison of the carrying amounts to the

future undiscounted cash flows the assets are expected to generate from the use and eventual disposition.

If such review

indicates that the carrying amount of property and equipment and intangible assets is not recoverable, the carrying amount

of such assets is reduced to fair value.

Contingent Losses and Liabilities

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

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

With respect to litigation, claims and other non-income tax risks that may result in a provision to be recognized, we exercise

significant judgment in measuring and recognizing provisions or determining exposure to contingent liabilities that are

related to pending litigation, other outstanding claims and non-income tax risks.

Contingency provisions are recognized

when they are determined to be both probable and estimable.

These judgments and estimates are subject to change as

new information becomes available.

Change in Accounting Estimate

In January 2025, we completed an assessment of the useful lives of our servers and network equipment, resulting in a

change in the estimated useful life of certain servers and network equipment from five to six years, which we expect to

result in a reduction of depreciation of approximately $7 million for the full fiscal year 2025 for assets in service as of

December 31, 2024.

For additional information regarding the change in useful lives refer to Note 1 .

Principles and

Accounting Methods of our financial statements.

Components of Results of Operations

The key elements of our results of operations include:

For Marketing Solutions, we generate revenues by delivering personalized display advertisements featuring product-level recommendations either directly to clients or to advertising agencies.

Such products are generally sold based on a cost-per-click or cost-per-impression pricing models.

Revenues are recognized when an ad is clicked on or displayed to the end user as that is when we transfer control of promised services directly to our clients in an amount that reflects the consideration to which we expect to be entitled to in exchange for those services.

The cost-per-click or cost-per-impression we charge to the customers, varies depending on the optimization strategy of the Criteo engine, the dynamics and performance of the market, amongst other factors.

Marketing solutions revenue is primarily recognized on a gross basis as we act as a principal in the transaction.

For Retail Media, we generate revenue by providing our platform to brands, agencies and retailers for the purchase and sale of digital advertising inventory.

Generally, our revenue is based on a percentage of working media spend that runs through our platform.

We earn revenue by applying a margin to the amount of working media spend that runs through the platform.

The working media spend running through the platform depends on various factors, such as but not limited to, the number of customers using the platform and the budgets allocated by brands and agencies to the Criteo platform.

The margin applied by Criteo to the working media spend is dependent on the market dynamics, sector and industry of the customers.

For Performance Media, we primarily generate revenues by delivering personalized display advertisements featuring

product-level recommendations either directly to clients or to advertising agencies.

Such products are generally sold based

on a click or impression based pricing model.

Revenues are recognized when an ad is clicked on or displayed to the end

user as that is when we transfer control of promised services directly to our clients in an amount that reflects the

consideration to which we expect to be entitled to in exchange for those services.

The amount we charge to the customers

varies depending on the optimization strategy of the Criteo engine, the dynamics and performance of the market, amongst

other factors.

Performance Media revenue can be recognized on a gross or net basis as we act either as a principal or an

agent in the transaction.

For Retail Media, we generate revenue by providing our platform to brands, agencies and retailers for the purchase and

sale of digital advertising inventory.

Generally, our revenue is based on a percentage of working media spend that runs

through our platform.

The working media spend running through the platform depends on various factors, such as but not

limited to the number of customers using the platform and the budgets allocated by brands and agencies to the Criteo

In Retail Media, we also generate revenue through providing additional professional services to our customers.

Retail Media revenue is primarily recognized on a net basis, as we act as an agent in the transaction.

We act as agent in Iponweb as we (i) do not control the advertising inventory before it is transferred to our clients, (ii) do not have inventory risks because we do not purchase the inventory upfront and (iii) have limited discretion in establishing prices as we charge a fee based on a percentage of the digital advertising inventory traded through our solutions.

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

The determination of whether we act as a principal or an agent on a product or contract level is primarily based on the

following factors:

(i) whether we control the advertising inventory before it is transferred to our clients, (ii) whether we have

inventory risks or purchase the inventory upfront and (iii) whether we have discretion in establishing prices.

Refer to Note 1 .

Principles and Accounting Methods of our financial statements for a description of our revenue recognition policies.

Principles and Accounting Methods of our financial statements for a description of our revenue recognition

Cost of Revenue

Our cost of revenue includes traffic acquisition costs and other cost of revenue.

Traffic acquisition costs consist primarily of purchases of impressions from publishers on a CPM basis, incurred to generate our revenues, for the Marketing Solutions segment.

We purchase impressions directly from publishers or third-party intermediaries, such as advertisement exchanges.

Traffic acquisition costs consist primarily of

purchases of impressions from publishers on a CPM basis, incurred to generate our revenues, for the Performance Media

We purchase impressions directly from publishers or third-party intermediaries, such as advertisement

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

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

For a discussion of the trends we expect to see in traffic acquisition costs, see the section entitled " - Highlights and Trends - Contribution ex-TAC" in Item 7.E -Trend Information below.

Other Cost of Revenue.

Other cost of revenue includes expenses related to third-party hosting fees, depreciation of data center equipment, the cost of data purchased from third parties and digital taxes.

The Company does not build or operate its own data centers and none of its Research and Development employments are dedicated to revenue generating activities.

Costs owed to publishers but not

yet paid are recorded in our Consolidated Statements of Financial Position as trade payables.

For a discussion of the

trends we expect to see in traffic acquisition costs, see the section entitled " - Highlights and Trends - Contribution ex-TAC"

in Item 7.E -Trend Information below.

Other cost of revenue includes expenses related to depreciation of data center equipment, lease cost of data centers, cost

of data purchased from third parties, digital taxes, and third-party hosting fees .

The Company does not build or operate its

own data centers and none of its Research and Development employments are dedicated to revenue generating activities.

As a result, we do not include the costs of such personnel in other cost of revenue.

1 unchanged sentence

Operating expenses consist of research and development, sales and operations, and general and administrative expenses.

Salaries, bonuses, equity awards compensation, pension benefits and other personnel-related costs are the most significant components of each of these expense categories.

Research and Development Expense .

Research and development expense consists primarily of personnel-related costs for our employees working in the engine, platform, site reliability engineering, scalability, infrastructure, engineering program management, product, analytics and other teams, including salaries, bonuses, equity awards compensation and other personnel related costs.

Also included are non-personnel costs such as subcontracting, consulting and professional fees to third-party development resources, allocated overhead, including internal IT and depreciation and amortization costs.

These expenses are partially offset by the French research tax credit that is conditional upon the level of our expenditures in research and development.

Sales and Operations Expense .

Sales and operations expense consists primarily of personnel-related costs for our employees working in our sales, account strategy, sales operations, publisher business development, analytics, marketing, technical solutions, creative services and other teams, including salaries, bonuses, equity awards compensation, and other personnel-related costs.

Additional expenses in this category include travel and entertainment, marketing and promotional events, marketing activities, provisions for doubtful accounts, subcontracting, consulting and professional fees paid to third parties, allocated overhead, including internal IT, and depreciation and amortization costs.

General and Administrative Expense .

General and administrative expense consists primarily of personnel costs, including salaries, bonuses, equity awards compensation, pension benefits and other personnel-related costs for our administrative, legal, information technology, human resources, facilities and finance teams.

Additional expenses included in this category include travel-related expenses, subcontracting and professional fees, audit fees, tax services and legal fees, as well as insurance and other corporate expenses, along with allocated overhead, including internal IT and depreciation and amortization costs.

Salaries, bonuses, equity awards compensation, pension benefits and other personnel-related costs are the most

significant components of each of these expense categories.

Research and development expenses consist primarily of headcount-related expenses for our employees working in the

engine, platform, site reliability engineering, scalability, infrastructure, engineering program management, product, analytics

and other teams, including salaries, bonuses, share-based compensation and other personnel related costs.

Also included

are non-personnel costs such as subcontracting, consulting and professional fees to third-party development resources,

allocated overhead, including internal IT and depreciation and amortization costs.

These expenses are partially offset by

the French research tax credit that is conditional upon the level of our expenditures in research and development.

Sales and operations expenses consist primarily of headcount-related expenses for our employees working in our sales,

account strategy, sales operations, publisher business development, analytics, marketing, technical solutions, creative

services and other teams, including salaries, bonuses, share-based compensation, and other personnel-related costs.

Additional expenses in this category include travel and entertainment, marketing and promotional events, marketing

activities, provisions for doubtful accounts, subcontracting, consulting and professional fees paid to third parties, allocated

overhead, including internal IT costs.

General and administrative expenses consist primarily of headcount-related expenses, including salaries, bonuses, share-

based compensation, pension benefits and other personnel-related costs for our administrative, legal, information

technology, human resources, facilities and finance teams.

Additional expenses included in this category include travel-

related expenses, subcontracting and professional fees, audit fees, tax services and legal fees, as well as insurance and

other corporate expenses, along with allocated overhead, including internal IT costs.

Financial and Other Income (Expense)

Financial and Other Income (Expense) primarily consists of:

• Exchange differences arising on the settlement or translation into local currency of monetary balance sheet items labeled in euros (the Company's functional currency).

At December 31, 2023, our exposure to foreign currency risk was centralized at parent company level and hedged.

• Exchange differences arising on the settlement or translation into local currency of monetary balance sheet items

labeled in euros (the Company's functional currency).

At December 31, 2024 , our exposure to foreign currency risk was

centralized at parent company level and hedged.

These exchange differences in euro are then translated into U.S.

1 unchanged sentence

dollar exchange rate.

• Interest received on our cash and cash equivalents and interest incurred on outstanding borrowings under our debt loan agreements and revolving credit facilities ("RCFs").

• Interest received on our cash and cash equivalents and interest incurred on outstanding borrowings under our debt loan

agreements and revolving credit facilities ("RCFs").

• Other income (expense) mainly arising from gains and losses on investments.

Provision for Income Taxes

We are subject to potential income taxes in France, the U.S.

We are subject to income taxes in France, the U.S.

and numerous other jurisdictions.

We recognize tax liabilities based on estimates of whether additional taxes will be due.

These tax liabilities are recognized when we believe that certain positions may not be fully sustained upon review by tax authorities, notwithstanding our belief that our tax return positions are supportable.

Our effective tax rates differ from the statutory rate applicable to us primarily due to valuation allowance on deferred tax assets, differences between domestic and foreign jurisdiction tax rates, Research Tax Credit offsets, which are non-taxable items, potential tax audit provision settlements, share-based compensation expenses that are non-deductible in some jurisdictions under certain circumstances, non-tax deductible provision from the loss contingency on regulatory matter, and transfer pricing adjustments.

We license access to our technology to our subsidiaries and charge a royalty fee to these subsidiaries for such access.

In France, we benefit from a reduced tax rate of 10% on a large portion of this technology royalty income.

We recognize tax liabilities based on

estimates of whether additional taxes will be due.

These tax liabilities are recognized when we believe that certain positions

may not be fully sustained upon review by tax authorities, notwithstanding our belief that our tax return positions are

Our effective tax rates differ from the statutory rate applicable to us primarily due to valuation allowance on deferred tax

assets, differences between domestic and foreign jurisdiction tax rates, Research Tax Credit offsets, which are non-taxable

items, potential tax audit provision settlements, share-based compensation expenses that are non-deductible in some

jurisdictions under certain circumstances, non-tax deductible provision from the loss contingency on regulatory matter, and

transfer pricing adjustments.

We license access to our technology to our subsidiaries and charge a royalty fee to these

subsidiaries for such access.

In France, we benefit from a reduced tax rate of 10% on a large portion of this technology

royalty income.

Recent Accounting Pronouncements

For a discussion of recent accounting pronouncements applicable to us, see Note 1 to our audited consolidated financial statements beginning on page F-1.

For a discussion of recent accounting pronouncements applicable to us, see Note 1 to our audited consolidated financial

statements beginning on page F-1.

Results of Operations for the Years Ended December 31, 2024 , 2023 and 2022

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Year Ended December 31,

2023 2022 2021 2023 vs 2022

(in thousands)

3 unchanged sentences

Revenue at constant currency

$ 1,958,372 $ 2,164,639 $ 2,234,522 (3) % (4) %

Marketing Solutions as reported $ 1,617,973 $ 1,762,517 $ 2,007,239 (8) % (12) %

Conversion impact U.S.

dollar/other currencies $ 10,969 $ 142,661 $ (16,511)

Marketing Solutions at constant currency

$ 1,628,942 $ 1,905,178 $ 1,990,728 (8) % (5) %

Retail Media as reported

$ 209,007 $ 202,317 $ 246,996 3 % (18) %

Conversion impact U.S.

1 unchanged sentence

Retail Media at constant currency

$ 207,864 $ 207,292 $ 243,794 3 % (16) %

Iponweb revenue as reported $ 122,465 $ 52,169 $ — 135 % N/A

Performance Media revenue as reported

Conversion impact U.S.

dollar/other currencies

Iponweb revenue at constant currency $ 121,566 $ 52,169 $ — 133 % N/A

Performance Media revenue at constant currency

2024 Compared to 2023

Revenue in 2023 decreased $(67.6) million, or (3)% (or (3)% on a constant currency basis) to $2.0 billion compared to 2022.

The y ear-over-year decrease in revenue was driven by lower Marketing Solutions revenue, partially offset by the increase in Retail Media and Iponweb revenue.

Marketing Solutions revenue decreased (8)% (or (8)% on a constant currency basis) to $1.6 billion for 2023, reflecting decreased spend from large clients, notably on our retargeting solutions, as they adjusted their advertising budgets to the uncertain macro economic environment.

Retail Media revenue increased 3% (or 3% on a constant currency basis) to $209.0 million for 2023, reflecting the strong performance with large retailers across the U.S.

and EMEA, partially offset by the technical and transitory impact related to the client migration to the Company's platform.

Criteo's platform accounted for most of Retail Media revenue for the year ended December 31, 2023, and its revenue is accounted for on a net basis.

In 2022, close to 79% of Retail Media revenue was accounted for on a net basis, and as a result of this transition to a full platform business, the growth of Retail Media revenue was temporarily impacted.

Reflecting the underlying economic performance, Retail Media's Contribution ex-TAC increased 26% (or 26% on a constant currency basis) in the year ended December 31, 2023, mainly driven by strength in the U.S.

Revenue in 2024 decreased $(16.2) million , or (1)% (or flat on a constant currency basis) to $1,933.3 million compared to

The year-over-year decrease in revenue was driven by lower Performance Media revenue, partially offset by the increase

in Retail Media revenue.

Performance Media revenue decreased (4)% (or (2)% on a constant currency basis) to $1,675.0

million for 2024 , driven by lower spend in our media trading marketplace, soft retail trends, partially offset by continued

strength in travel and classifieds.

Retail Media revenue increased 24% (or 24% on a constant currency basis) to $258.3 million for 2024 , driven by continued

strength in Retail Media onsite, in particular in the U.S.

market, and growing network effects of onboarding brands and

retailers to the platform.

2023 compared to 2022

Revenue in 2022 decreased $(237.2) million, or (11)% (or (4)% on a constant currency basis) to $2.0 billion compared to 2021.

The year-over-year decrease in revenue was driven by lower Marketing Solutions revenue and the technical impact of the Retail Media transition to a full platform business , partially offset by the positive contribution from Iponweb.

Marketing Solutions revenue decreased (12)% (or (5)% on a constant currency basis) to $1.8 billion for 2022, reflecting decreased spend from large clients, notably on our retargeting solutions, as they adjusted their advertising budgets to the current uncertain macro economic environment.

Retail Media revenue decreased (18)% (or (16)% on a constant currency basis) to 202.3 million for 2022, as the strong performance with large retailers across the U.S.

and EMEA was more than offset by the technical and transitory impact related to the ongoing client migration to the Company's platform.

Criteo's platform accounted for the majority of Retail Media revenue, or close to 79% for the year ended December 31, 2022, and its revenue is accounted for on a net basis.

In 2021, around 50% of Retail Media revenue was accounted for on a net basis, and as a result of this transition to a full platform business, the growth of Retail Media revenue was temporarily impacted.

Reflecting the underlying economic performance, Retail Media's Contribution ex-TAC increased 29% (or 33% on a constant currency basis) in the year ended December 31, 2022, mainly driven by continued strength in Retail Media onsite, particularly in the U.S.

Revenue in 2023 decreased $(67.6) million , or (3)% (or (3)% on a constant currency basis) to $1,949.4 million compared to

The year-over-year decrease in rev enue was driven by lower Performance Media partially offset by the increase in

Retail Media revenue.

Performance Media revenue decreased (4)% (or (4)% on a constant currency basis) to $1,740.4

million for 2023 , reflecting decreased spend from large clients, notably on our retargeting solutions, as they adjusted their

advertising budgets to the uncertain macro economic environment.

This was partially offset by the contribution from the

acquisition of Iponweb that was completed in August 2022.

Retail Media re venue increased 3% (or 3% on a constant currency basis) to $209.0 million for 2023 , reflecting the strong

performance with large retailers across the U.S.

and EMEA, partially offset by the technical and transitory impact related to

the client migration to the Company's platform.

Criteo's platform accounted for most of Retail Media revenue for the year

ended December 31, 2023 , and its revenue is accounted for on a net basis.

In 2022 , close to 79% of Retail Media revenue

was accounted for on a net basis, and as a result of this transition to a full platform business, the growth of Retail Media

revenue was temporarily impacted.

Reflecting the underlying economic performance, Retail Media's Contribution ex-TAC

increased 26% (or 26% on a constant currency basis) in the year ended December 31, 2023 , mainly driven by strength in

Revenue breakdown by region

Year Ended December 31, % change

Year Ended December 31,

(in thousands)

3 unchanged sentences

Revenue at constant currency

$ 1,958,372 $ 2,164,639 $ 2,234,522 (3) % (4) %

Revenue as reported

2 unchanged sentences

Revenue at constant currency

$ 884,609 $ 890,671 $ 918,205 (1) % (3) %

Revenue as reported

2 unchanged sentences

Revenue at constant currency

$ 644,180 $ 793,448 $ 819,988 (9) % (6) %

Revenue as reported

2 unchanged sentences

Revenue at constant currency

$ 429,583 $ 480,520 $ 496,329 3 % (3) %

2024 Compared to 2023

Our revenue in the Americas region decreased $(4.0) million or (0.5)% (or (1)% on a constant currency basis) to $887.2 million for 2023 compared to 2022.

This reflects negative retail trends in Marketing Solutions and the impact of recognizing revenue on a net basis for clients transitioning to the Company's platform, partially offset by the continued strong performance of Retail Media, as the platform continues to scale with consumer brands and large retailers and growing network effects of the platform.

Our revenue in the EMEA region decreased $(34.3) million, or (5)% (or (9%) on a constant currency basis) to $672.6 million for 2023 compared to 2022.

This decrease was driven by negative retail trends in Marketing Solutions, in particular in the UK and France, and the suspension of our business in Russia effective as of March 2022, partially offset by the positive performance of Retail Media across the region.

Our revenue in the Asia-Pacific region decreased $(29.3) million, or (7)% (or increased 3% on a constant currency basis) to $390 million for 2023 compared to 2022.

The increase was driven by higher spend from retail clients in the region, in particular in Thailand and South Korea.

Additionally, $1,949 million of revenue for 2023 was negatively impacted by $8.9 million of currency fluctuations, particularly as a result of the appreciation of the Euro compared to the U.S.

Our revenue in the Americas region increased $4.9 million or 1% (or 1% on a constant currency basis) to $892.2 million for

2024 compared to 2023 .

Our revenue in the Americas region decreased $(25.6) million, or (3)% (or (3)% on a constant currency basis) to $891.3 million for 2022 compared to 2021.

This decrease was driven by negative retail trends, in particular with large customers across Marketing Solutions and by the impact of recognizing revenue on a net basis for clients transitioning to the Company's platform, partially offset by the continued strong performance of Retail Media, as the platform continues to scale with consumer brands and large retailers and growing network effects of the platform.

Our revenue in the EMEA region decreased $(137.5) million, or (16)% (or (6)% on a constant currency basis) to $706.9 million for 2022 compared to 2021.

This decrease was driven by the suspension of our business in Russia effective as of March 2022, and by the continued decline in retail over the year in our main Marketing Solutions markets, in particular in France, UK and Germany, partially offset by the positive performance of Retail Media across the region.

Our revenue in the Asia-Pacific region decreased $(74.2) million, or (15)% (or (3)% on a constant currency basis) to $418.9 million for 2022 compared to 2021.

The decrease was driven by reduced spend from retail clients in the region, in particular in Japan and South-Asia, partly offset by our business in India.

Additionally, $2,017 million of revenue for 2022 was negatively impacted by $147.6 million of currency fluctuations, particularly as a result of the depreciation of the Euro, the Japanese Yen and the British pound sterling compared to the U.S.

This reflects continued strong performance of Retail Media as the platform continues to scale with

large retailers and consumer brands, and strength in travel and classifieds in Performance Media, partially offset by soft

retail trends and lower spend in our media trading marketplace and supply.

Our revenue in the EMEA region increased $3.8 million , or 1% (or 1% ) on a constant currency basis) to $676.5 million for

2024 compared to 2023 .

This increase was driven by continued traction in Retail Media and continued strength in travel

and classifieds, partially offset by soft retail trends.

Our revenue in the Asia-Pacific region decreased $(24.9) million , or (6)% (or (1)% on a constant currency basis) to

$364.7 million for 2024 compared to 2023 .

The decrease was driven by soft classified trends, partially offset by solid retail

and travel trends in the region.

Additionally, $1,933.3 million of revenue for 2024 was negatively impacted by $24.5 million of currency fluctuations,

particularly as a result of the depreciation of the euro compared to the U.S.

2023 Compared to 2022

Our revenue in the Americas region decreased $(4.0) million or (0.5)% (or (1)% on a constant currency basis) to

$887.2 million for 2023 compared to 2022 .

This reflects negative retail trends in Performance Media and the impact of

recognizing revenue on a net basis for clients transitioning to the Company's platform, partially offset by the continued

strong performance of Retail Media, as the platform continues to scale with consumer brands and large retailers and

growing network effects of the platform.

Our revenue in the EMEA region decreased $(34.3) million , or (5)% (or (9)% on a constant currency basis) to

$672.6 million for 2023 compared to 2022 .

This decrease was driven by negative retail trends in Performance Media, in

particular in the UK and France, and the suspension of our business in Russia effective as of March 2022, partially offset

by the positive performance of Retail Media across the region.

Our revenue in the Asia-Pacific region decreased $(29.3) million , or (7)% (or increased 3% on a constant currency basis) to

$389.6 million for 2023 compared to 2022 .

The increase was driven by higher spend from retail clients in the region , in

particular in Thailand and South Korea.

Additionally, $1,949.4 million of revenue for 2023 was negatively impacted by $8.9 million of currency fluctuations,

particularly as a result of the appreciation of the euro compared to the U.S.

Cost of Revenue

Year Ended December 31, % change

2023 2022 2021 2023 vs 2022

Year Ended December 31,

(in thousands, except percentages)

2 unchanged sentences

Total cost of revenue

% of revenue (56) % (61) % (65) %

Gross profit % 44 % 39 % 35 %

Year Ended December 31, % change

2023 2022 2021 2023 vs 2022

% of Gross profit

Year Ended December 31,

(in thousands, except percentages)

Marketing Solutions (921,292) (1,047,822) (1,211,087) (12)% (13)%

Retail Media (5,547) (40,957) (122,353) (86)% (67)%

Performance Media

Traffic Acquisition Costs

1 unchanged sentence

Cost of revenue for 2024 decreased $(136.1) million , or (13)% , compared to 2023 .

This decrease was primarily the result of a $(161.9) million, or (15)% decrease in traffic acquisition costs (or (14)% on a constant currency basis), partially offset by a $(26.5) million, or 20% increase in other cost of revenue.

The decrease in Marketing Solutions' traffic acquisition costs of (12)% (or (11)% decrease on a constant currency basis) related primarily to the (13)% decrease in the average CPM for inventory purchased, including lower CPMs for signal-limited environments where Criteo continues to perform, partially offset by a 1% increase in the number of impressions we purchased, reflecting our expanding relationships with existing and new publisher partners, in particular through direct connections, to support client demand for advertising campaigns.

Traffic acquisition costs in Retail Media decreased by (86)% reflecting the technical and transitory impact related to the client migration of our platform, as we recognize revenue on a net basis.

The increase in other cost of revenue includes an increase in hosting costs of $27.9 million and other cost of sales of $3.7 million mostly related to Iponweb offset by a decrease of $(5.1) million in depreciation of data center servers.

This decrease was primarily the result

of a $(115.0) million , or (12)% decrease in traffic acquisition costs (or (11)% on a constant currency basis), and $(21.1)

million , or (13)% decrease in other cost of revenue.

The decrease in Performance Media's traffic acquisition costs of (12)% (or (11)% decrease on a constant currency basis)

related primarily to the (19)% decrease in the average CPM for inventory purchased, including lower CPMs for signal-

limited environments where Criteo continues to perform, partially offset by an 8% increase in the number of impressions we

purchased, reflecting our expanding relationships with existing and new publisher partners, in particular through direct

connections, to support client demand for advertising campaigns.

Traffic acquisition costs in Retail Media decreased by

The decrease in other cost of revenue includes a decrease in depreciation of data center servers of $(11.2) million, other

cost of sales of $(7.5) million and hosting costs of $(2.4) million.

2023 Compared to 2022

Cost of revenue for 2023 decreased $(135.4) million , or (11)% , compared to 2022 .

This decrease was primarily the result of a $(244.7) million, or (18)% decrease in traffic acquisition costs (or (14)% on a constant currency basis), and by a $(5.8) million, or (4)% decrease in other cost of revenue.

The decrease in Marketing Solutions' traffic acquisition costs of (13)%, related primarily to the (25)% decrease (or (14)% decrease on a constant currency basis) in the average CPM for inventory purchased, including lower CPMs for signal-limited environments where Criteo continues to perform, partially offset by a 15% increase in the number of impressions we purchased, reflecting our expanding relationships with existing and new publisher partners, in particular through direct connections, to support client demand for advertising campaigns.

Traffic acquisition costs in Retail Media decreased by (67)% reflecting the technical and transitory impact related to the client migration of our platform, as we recognize revenue on a net basis.

The decrease in other cost of revenue includes a $10.2 million decrease in allocated depreciation and amortization expense and a $0.2 million in data acquisition costs, partially offset by $(3.3) million increase in hosting costs, $(1.3) million increase in other cost of sales mainly due to the digital tax and proceeds from disposal of data center equipments.

This decrease was primarily the result of

a $(161.9) million , or (15)% decrease in traffic acquisition costs (or (14)% on a constant currency basis), partially offset by

a $26.5 million , or 20% increase in other cost of revenue.

The decrease in Performance Media's traffic acquisition costs of (12)% (or (11)% decrease on a constant currency basis)

related primarily to the (13)% decrease in the average CPM for inventory purchased, including lower CPMs for signal-

limited environments where Criteo continues to perform, partially offset by a 1% increase in the number of impressions we

purchased, reflecting our expanding relationships with existing and new publisher partners, in particular through direct

connections, to support client demand for advertising campaigns.

Traffic acquisition costs in Retail Media decreased by

(86)% reflecting the technical and transitory impact related to the client migration of our platform, as we recognize revenue

on a net basis.

The increase in other cost of revenue includes an increase in hosting costs of $27.9 million and other cost of sales of $3.7

million, offset by a decrease of $(5.1) million in depreciation of data center servers.

Contribution excluding Traffic Acquisition Costs

We define Contribution excluding Traffic Acquisition Costs, "Contribution ex-TAC", as a profitability measure akin to gross profit.

It is calculated by deducting traffic acquisition costs from revenue and reconciled to gross profit through the exclusion of other costs of revenue.

We define Contribution excluding Traffic Acquisition Costs, "Contribution ex-TAC", as a profitability measure akin to gross

It is calculated by deducting traffic acquisition costs from revenue and reconciled to gross profit through the exclusion

of other costs of revenue.

Contribution ex-TAC is not a measure calculated in accordance with U.S.

We have included Contribution ex-TAC because it is a key measure used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions.

In particular, we believe that this measure can provide useful measures for period-to-period comparisons of our business.

Accordingly, we believe that Contribution ex-TAC provides useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors.

Our use of Contribution ex-TAC has limitations as an analytical tool, and you should not consider them in isolation or as a substitute for analysis of our financial results as reported under U.S.

included Contribution ex-TAC because it is a key measure used by our management and board of directors to evaluate

operating performance, generate future operating plans and make strategic decisions.

In particular, we believe that this

measure can provide useful measures for period-to-period comparisons of our business.

Accordingly, we believe that

Contribution ex-TAC provides useful information to investors and others in understanding and evaluating our results of

operations in the same manner as our management and board of directors.

Our use of Contribution ex-TAC has limitations

as an analytical tool, and you should not consider them in isolation or as a substitute for analysis of our financial results as

reported under U.S.

Some of these limitations are:

(a) other companies, including companies in our industry which have similar business arrangements, may address the impact of TAC differently;

(b) other companies may report Contribution ex-TAC or similarly titled measures but calculate them differently, which reduces their usefulness as a comparative measure.

Because of these and other limitations, you should consider Contribution ex-TAC alongside our other U.S.

(a) other companies, including companies in our industry which

have similar business arrangements, may address the impact of TAC differently;

(b) other companies may report

Contribution ex-TAC or similarly titled measures but calculate them differently, which reduces their usefulness as a

comparative measure.

Because of these and other limitations, you should consider Contribution ex-TAC alongside our

GAAP financial measures.

The below table provides a reconciliation of Contribution ex-TAC to gross profit:

Year Ended December 31, % change

2023 2022 2021 2023 vs 2022 2022 vs 2021

(in thousands)

863,044 795,200 781,944 9 % 2 %

Year Ended December 31,

(in thousands, except percentages)

Other Cost of Revenue

159,562 133,024 138,851 20 % (4) %

Contribution ex-TAC

1,022,606 928,224 920,795 10 % 1 %

The following table sets forth our revenue and Contribution ex-TAC by segment:

Year Ended December 31, % change

Segment 2023 2022 2021 2023 vs 2022

Year Ended December 31,

(in thousands)

Revenue Marketing Solutions $ 1,617,973 $ 1,762,517 $ 2,007,239 (8) % (12) %

Retail Media 209,007 202,317 246,996 3 % (18) %

Iponweb 122,465 52,169 — 135 % — %

Total 1,949,445 2,017,003 2,254,235 (3) % (11) %

Performance Media

Contribution ex-TAC

Marketing Solutions 696,681 714,695 796,152 (3) % (10) %

Retail Media 203,460 161,360 124,643 26 % 29 %

122,465 52,169 — 135 % — %

Total 1,022,606 928,224 920,795 10 % 1 %

Gross Profit increased $67.8 million, or 9% for the twelve months ended December 31, 2023 compared to the twelve months ended December 31, 2022, and Contribution ex-TAC increased $94.4 million, or 10% for the twelve months ended December 31, 2023 compared to the twelve months ended December 31, 2022.

The increase in Gross Profit and Contribution ex-TAC was primarily due to the growth in Retail Media and the contribution from Iponweb.

This was partially offset by a decline in Marketing Solutions.

Gross Profit increased $13.3 million, or 2% for the twelve months ended December 31, 2022 compared to the twelve months ended December 31, 2021, and Contribution ex-TAC increased $7.4 million, or 1% for the twelve months ended December 31, 2022 compared to the twelve months ended December 31, 2021.

The increase in Gross Profit and Contribution ex-TAC was primarily due to the growth in Retail Media, partially offset by a decline in Marketing Solutions.

Performance Media

Gross Profit increased $119.9 million , or 14% for the twelve months ended December 31, 2024 compared to the twelve

months ended December 31, 2023, and Contribution ex-TAC increased $98.9 million , or 10% for the twelve months ended

December 31, 2024 compared to the twelve months ended December 31, 2023 .

The increase in Gross Profit and

Contribution ex-TAC was driven by continuous growth in Retail Media, in particular in the U.S.

market, and lower traffic

acquisition costs in Performance Media, related primarily to the decrease of the average CPM for inventory purchased.

Gross Profit increased $67.8 million , or 9% for the twelve months ended December 31, 2023 compared to the twelve

months ended December 31, 2022, and Contribution ex-TAC increased $94.4 million , or 10% for the twelve months ended

December 31, 2023 compared to the twelve months ended December 31, 2022.

The increase in Gross Profit and

Contribution ex-TAC was driven the strong performance with large retailers across the U.S.

and EMEA in Retail Media, and

by the contribution from the acquisition of Iponweb in Performance Media .

Constant Currency Reconciliation

Year Ended December 31, % change

2023 2022 2021 2023 vs 2022 2022 vs 2021

Year Ended December 31,

(in thousands)

14 unchanged sentences

Research and Development Expenses

Year Ended December 31, % change

2023 2022 2021 2023 vs 2022 2022 vs 2021

Year Ended December 31,

(in thousands, except percent of revenue)

Research and development expenses

% of revenue (12) % (9) % (7) %

2024 Compared to 2023

Research and development expenses for 2024 increased $37.1 million , or 15% , compared to 2023 .

This increase mainly related to an increase in stock based compensation related to Iponweb acquisition, amortization of Iponweb acquisition-related intangible assets and the headcount-related expenses

This increase mainly

related to an increase in amortization of intangibles and headcount-related expenses.

2023 Compared to 2022

Research and development expenses for 2023 increased $54.7 million , or 29% , compared to 2022 .

This increase mainly related to an increase in headcount-related expenses and the amortization of Iponweb acquisition-related intangible assets.

This increase mainly

related to an increase in share-based compensation related to the Iponweb acquisition, amortization of Iponweb

acquisition-related intangible assets and the headcount-related expenses.

Sales and Operations Expenses

Year Ended December 31, % change

2023 2022 2021 2023 vs 2022 2022 vs 2021

Year Ended December 31,

(in thousands, except percent of revenue)

Sales and operations expenses

% of revenue (21) % (19) % (14) %

2024 Compared to 2023

Sales and operations expenses for 2023 increased $28.0 million, or 7%, compared to 2022.

This increase was mainly driven by an increase in headcount-related costs and stock based compensation offset by a decrease in marketing expenses.

Sales and operations expenses for 2024 decreased $(29.9) million , or (7)% , compared to 2023 .

This decrease was mainly

driven by a decrease in headcount-related expenses, bad debt expense and rent and facilities cost partially offset by

marketing costs.

2023 Compared to 2022

Sales and operations expenses for 2023 increased $28.0 million , or 7% , compared to 2022 .

This increase was mainly driven by an increase in headcount-related costs and the amortization of Iponweb acquisition-related intangible assets.

This increase was mainly

driven by an increase in headcount-related expenses and share-based compensation offset by a decrease in marketing

General and Administrative Expenses

Year Ended December 31, % change

2023 2022 2021 2023 vs 2022 2022 vs 2021

Year Ended December 31,

(in thousands, except percent of revenue)

General and administrative expenses

% of revenue (7) % (10) % (7) %

2024 Compared to 2023

General and administrative expenses for 2023 decreased $(67.8) million, or (33)%, compared to 2022.

This decrease was mainly related to the partial reversal of the loss contingency related to the CNIL matter from the prior year as described in Note 20.

2022 Compared to 2021

General and administrative expenses for 2024 increased $38.6 million , or 28% , compared to 2023 .

This increase was mainly related to the loss contingency related to the CNIL matter as described in Note 20 and an increase in headcount-related costs.

This increase was

mainly related to the partial reversal of the loss contingency in 2023 related to the CNIL matter as described in Note 20 , as

well as third party services costs partially offset by a decrease of headcount-related expenses.

2023 Compared to 2022

General and administrative expenses for 2023 decreased $(67.8) million , or (33)% , compared to 2022 .

This decrease was

mainly related to the partial reversal of the loss contingency related to the CNIL matter as described in Note 20 .

Financial and Other Income (Expense)

Year Ended December 31, % change

2023 2022 2021 2023 vs 2022 2022 vs 2021

Year Ended December 31,

(in thousands, except percent of revenue)

Financial and Other Income (Expense)

% of revenue (0.1) % 0.9 % 0.1 %

2024 Compared to 2023

Financial and Other Income for 2023 decreased by $(20.3) million, or (114)% compared to 2022.

The $(2.5) million financial and other expense for the period ended December 31, 2023 was mainly driven by proceeds from disposal of non consolidated investments fully offset by the recognition of a negative impact of foreign exchange, the accretion of earn-out liability related to Iponweb acquisition and financial expense relating to our €407 million available Revolving Credit Facility (RCF).

At December 31, 2023, our exposure to foreign currency risk was centralized at Criteo S.A.

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

2022 Compared to 2021

Financial and Other Income for 2024 increased by $5.6 million , or (224)% compared to 2023 .

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

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

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

At December 31, 2022, our exposure to foreign currency risk was centralized at Criteo S.A.

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

The $3.1 million financial and

other income for the period ended December 31, 2024 was mainly driven by interests income offset by the recognition of a

negative impact of foreign exchange, including end of year noncash marked to market, the accretion of earn-out liability

related to the Iponweb acquisition and financial expense relating to our €407 million available Revolving Credit Facility

2023 Compared to 2022

Financial and Other Expense for 2023 decreased by $(20.3) million , or (114)% compared to 2022 .

The $(2.5) million

financial and other expense for the period ended December 31, 2023 was mainly driven by proceeds from disposal of non

consolidated investments fully offset by the recognition of a negative impact of foreign exchange, the accretion of earn-out

liability related to the Iponweb acquisition and financial expense relating to our €407 million available Revolving Credit

Facility (RCF).

Provision for Income Taxes

Year Ended December 31, % change

2023 2022 2021 2023 vs 2022 2022 vs 2021

Year Ended December 31,

(in thousands, except percent information)

Provision for income tax expense (benefit) $ 20,084 $ 31,186 $ 16,169 (36)% 93%

% of revenue 1 % 2 % 1 %

Provision for income taxes

Effective tax rate

2024 Compared to 2023

The provision for income taxes for 2023 decreased by $(11.1) million, or (36)%, compared to 2022, due to the non deductible loss contingency related to the CNIL matter as described in Note 20.

The provision for income taxes for 2024 increased by $19.7 million , or 98% , compared to 2023 , due to the increase in profit

before income taxes due to higher Contribution ex-TAC, and cost reduction actions.

The annual effective tax rate for 2024 was 25.8% , compared to an annual effective tax rate of 26.9% for 2023 .

The annual effective tax rate differs from the statutory rates primarily due to the impact of the domestic tax deduction applicable to technology royalty income we received from our subsidiaries, differences in tax rates in foreign jurisdictions, tax loss carryforwards in certain foreign subsidiaries, non-recognition of deferred tax assets related to tax losses and temporary differences, recognition of previously unrecognized tax losses and equity awards compensation expense.

In 2023, our income before taxes increased by $32.7 million to $74.7 million, compared to 2022, generating a $19.3 million theoretical income tax expense at a nominal standard French tax rate of 25.82%.

This theoretical tax expense is impacted mainly by the following items contributing to a $20.1 million effective tax expense and a 26.9% effective tax rate:

$8.8 million of net effect of share-based compensation, $2.8 million of permanent differences mainly employee costs, $0.9 million of deferred tax assets on which we recognized a valuation allowance, offset by $4.3 million tax deduction resulting from technology royalty income we received from our subsidiaries, $5.5 million resulting from the non-tax deductible provision following the loss contingency on regulatory matters (refer to Note 20), and the recognition or reversal of valuation allowance on deferred tax assets of $1.8 million.

Please see Note 18 to our audited consolidated financial statements for more detailed information on the provision for income taxes.

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

As at December 31, 2023, 2022 and 2021, the valuation allowance against net deferred income taxes amounted to $29.8 million, $31.1 million and $35.0 million, which related mainly to Criteo Corp.

($5.7 million, $5.7 million and $5.7 million, respectively), Criteo Brazil ($2.7 million, $3.3 million and $2.7 million, respectively), Criteo Ltd ($10.7 million, $8.1 million and $7.6 million, respectively), Criteo Singapore ($1.2 million, $1.5 million and $4.2 million), Criteo Pty ($2.9 million, $2.6 million and $2.7 million) and Criteo France ($5.0 million, $6.5 million and $6.2 million, respectively).

effective tax rate differs from the statutory rates primarily due to the impact of the domestic tax deduction applicable to

technology royalty income we received from our subsidiaries, non deductible payroll expenses, differences in tax rates in

foreign jurisdictions, tax loss carryforwards in certain foreign subsidiaries, non-recognition of deferred tax assets related to

tax losses and temporary differences, recognition of previously unrecognized tax losses and equity awards compensation

In 2024 , our income before taxes increased by $79.8 million to $154.5 million , compared to 2023 , generating a

$39.9 million theoretical income tax expense at a nominal standard French tax rate of 25.8% .

This theoretical tax expense

is impacted mainly by the following items contributing to a $39.8 million effective tax expense and a 25.8% effective tax

$5.7 million of net effect of share-based compensation, $7.7 million of permanent differences mainly employee costs,

offset by $(5.8) million tax deduction resulting from technology royalty income we received from our subsidiaries, and the

recognition or reversal of valuation allowance on deferred tax assets of $(5.8) million .

Please see Note 18 to our audited

consolidated financial statements for more detailed information on the provision for income taxes.

As of December 31, 2024 , the adoption of Pillar Two resulted in an impact of $3.0 million recognized in Provision for

income taxes within the Consolidated Statement of Operations.

The global regulatory environment, including the

introduction of Pillar Two, adds uncertainty on the future business environment.

We will continue to assess the ongoing

impact of Pillar Two as additional guidance becomes available.

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

Consolidated Financial Statements.

As at December 31, 2024 , 2023 and 2022 , the valuation allowance against net deferred income taxes amounted to

$27.6 million , $29.8 million and $31.1 million , which related mainly to Criteo Corp.

( $5.9 million , $5.7 million and

$5.7 million , respectively), Criteo Brazil ( $— million , $2.7 million and $3.3 million , respectively), Criteo Ltd ( $9.3 million ,

$10.7 million and $8.1 million , respectively), Criteo Singapore ( $— million , $1.2 million and $1.5 million ), Criteo Australia

Pty ( $2.9 million , $2.9 million and $2.6 million ) and Criteo France ( $8.7 million , $5.0 million and $6.5 million , respectively).

2023 Compared to 2022

The provision for income taxes for 2022 increased by $15.0 million, or 93%, compared to 2021, due to the non deductible loss contingency related to the CNIL matter as described in Note 20.

The provision for income taxes for 2023 decreased by $(11.1) million , or (36)% , compared to 2022 , due to the non

deductible loss contingency related to the CNIL matter as described in Note 20 .

The annual effective tax rate for 2023 was 26.9% , compared to an annual effective tax rate of 74.1% for 2022 .

In 2022, our income before taxes decreased by $111.8 million to $42.1 million, compared to 2021, generating a $10.9 million theoretical income tax expense at a nominal standard French tax rate of 25.82%.

This theoretical tax expense is impacted mainly by the following items contributing to a 31.2 million effective tax expense and a 74.1% effective tax rate:

$1.7 million of deferred tax assets on which we recognized a valuation allowance, $16.9 million resulting from the non-tax deductible provision following the loss contingency on regulatory matters (refer to Note 20) , $6.2 million of permanent differences (mainly employee costs and intercompany transactions), $1.6 million related to the French business tax, Cotisation sur la Valeur Ajoutée des Entreprises, or “CVAE”, and $2.9 million of net effect of share-based compensation offset by a $6.7 million tax deduction resulting from technology royalty income we received from our subsidiaries, $2.9 million Research and Development tax credit in France, and the recognition or reversal of valuation allowance on deferred tax assets of $1.3 million.

Please see Note 18 to our audited consolidated financial statements for more detailed information on the provision for income taxes.

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

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

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

effective tax rate differs from the statutory rates primarily due to the impact of the domestic tax deduction applicable to

technology royalty income we received from our subsidiaries, differences in tax rates in foreign jurisdictions, tax loss

carryforwards in certain foreign subsidiaries, non-recognition of deferred tax assets related to tax losses and temporary

differences, recognition of previously unrecognized tax losses and equity awards compensation expense.

In 2023 , our income before taxes increased by $32.7 million to $74.7 million , compared to 2022 , generating a $19.3 million

theoretical income tax expense at a nominal standard French tax rate of 25.8% .

This theoretical tax expense is impacted

mainly by the following items contributing to a $20.1 million effective tax expense and a 26.9% effective tax rate:

$8.8 million of net effect of share-based compensation, $2.8 million of permanent differences mainly employee costs,

$0.9 million of deferred tax assets on which we recognized a valuation allowance, offset by $(4.3) million tax deduction

resulting from technology royalty income we received from our subsidiaries, $(5.5) million resulting from the non-tax

deductible provision following the loss contingency on regulatory matters (refer to Note 20 ), and the recognition or reversal

of valuation allowance on deferred tax assets of $(1.8) million .

Please see Note 18 to our audited consolidated financial

statements for more detailed information on the provision for income taxes.

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

Consolidated Financial Statements.

Adjusted EBITDA

We define Adjusted EBITDA as our consolidated earnings before financial income (expense), income taxes, depreciation

and amortization, adjusted to eliminate the impact of equity awards compensation expense, pension service costs, certain

restructuring, integration and transformation costs, certain acquisition costs and a loss contingency related to a regulatory

Adjusted EBITDA is not a measure calculated in accordance with U.S.

We have included Adjusted EBITDA because it is a key measure used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short-term and long-term operational plans.

In particular, we believe that the elimination of equity awards compensation expense, pension service costs, certain restructuring, integration and transformation costs, certain acquisition costs and a loss contingency related to a regulatory matter in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons of our business.

Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors.

Our use of Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under U.S.

We have included Adjusted EBITDA

because it is a key measure used by our management and board of directors to understand and evaluate our core

operating performance and trends, to prepare and approve our annual budget and to develop short-term and long-term

operational plans.

In particular, we believe that the elimination of equity awards compensation expense, pension service

costs, certain restructuring, integration and transformation costs, certain acquisition costs and a loss contingency related to

a regulatory matter in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons of our

Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in

understanding and evaluating our results of operations in the same manner as our management and board of directors.

Our use of Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a

substitute for analysis of our financial results as reported under U.S.

Some of these limitations are:

(a) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;

(b) Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced

in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for

new capital expenditure requirements;

(b) Adjusted EBITDA does not reflect changes in, or cash requirements for, our

working capital needs;

(d) Adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us;

and (e) other companies, including companies in our industry, may calculate Adjusted EBITDA or similarly titled measures differently, which reduces their usefulness as a comparative measure.

Because of these and other limitations, you should consider Adjusted EBITDA alongside our U.S.

and (e) other

companies, including companies in our industry, may calculate Adjusted EBITDA or similarly titled measures differently,

which reduces their usefulness as a comparative measure.

Because of these and other limitations, you should consider

Adjusted EBITDA alongside our U.S.

GAAP financial results, including net income.

Year Ended December 31, % change

2023 2022 2021 2023 vs 2022 2022 vs 2021

Year Ended December 31,

(in thousands, except percent information)

1 unchanged sentence

Financial (Income) expense

Provision for income taxes (benefit) $ 20,084 $ 31,186 16,169 (36)% 93%

Provision for income taxes

Equity awards compensation expense

2 unchanged sentences

Acquisition-related costs

Net loss contingency on regulatory matters $ (21,632) $ 63,221 — (134)% NM

Net loss contingency on regulatory matters

Restructuring, integration and transformation costs

1 unchanged sentence

Adjusted EBITDA

$ 301,798 $ 267,299 $ 322,495 13% (17)%

The following table presents our Adjusted EBITDA on a comparative basis:

Year Ended December 31, % change

2023 2022 2021 2023 vs 2022 2022 vs 2021

Year Ended December 31,

(in thousands, except percent information)

$ 54,644 $ 10,875 $ 137,647 402% (92)%

Adjusted EBITDA

$ 301,798 $ 267,299 $ 322,495 13% (17)%

Net income increased $43.8 million, or 402% for the twelve months ended December 31, 2023 compared to the twelve months ended December 31, 2022, and Adjusted EBITDA increased $34.5 million, or 13% for the twelve months ended December 31, 2023 compared to the twelve months ended December 31, 2022.

The increase in Net Income and Adjusted EBITDA was primarily due to higher Contribution ex-TAC, cost reduction actions and less income taxes, and by higher Contribution ex-TAC and cost reductions actions, respectively.

Net income decreased $(126.8) million, or (92)% for the twelve months ended December 31, 2022 compared to the twelve months ended December 31, 2021, and Adjusted EBITDA decreased $(55.2) million, or (17)% for the twelve months ended December 31, 2022 compared to the twelve months ended December 31, 2021.

The decrease in Net Income was primarily due to the CNIL penalty and increased income taxes offset by financial income.

The adjusted EBITDA decrease was mainly due to our Iponweb acquisition.

Net income increased $60.1 million , or 110% for the twelve months ended December 31, 2024 compared to the twelve

months ended December 31, 2023 , and Adjusted EBITDA increased $88.3 million , or 29% for the twelve months ended

December 31, 2024 compared to the twelve months ended December 31, 2023 .

The increase in Net Income and Adjusted

EBITDA was primarily due to higher Contribution ex-TAC and cost reduction actions

Net income increased $43.8 million , or 402% for the twelve months ended December 31, 2023 compared to the twelve

months ended December 31, 2022 , and Adjusted EBITDA increased $34.5 million , or 13% for the twelve months ended

December 31, 2023 compared to the twelve months ended December 31, 2022 .

The increase in Net Income was primarily

due to higher Contribution ex-TAC, cost reduction actions and the partial reversal of the loss contingency related to the

CNIL matter described in Note 20 .

The increase in Adjusted EBITDA was primarily due to higher Contribution ex-TAC and

cost reduction actions.

Unaudited Quarterly Results of Operations

The following tables set forth our unaudited consolidated statement of income data for the last eight quarters.

We derived this information from our unaudited interim consolidated financial information, which, in the opinion of management, includes all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the information for the quarters presented.

The quarterly results of operations have been prepared by, and are the responsibility of, our management and have not been audited or reviewed by our independent registered public accounting firm.

You should read this information together with our audited consolidated financial statements and related notes beginning on page F-1.

this information from our unaudited interim consolidated financial information, which, in the opinion of management,

includes all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the

information for the quarters presented.

The quarterly results of operations have been prepared by, and are the

responsibility of, our management and have not been audited or reviewed by our independent registered public accounting

You should read this information together with our audited consolidated financial statements and related notes

beginning on page F-1.

Three Months Ended

December 31, 2023 September 30, 2023 June 30, 2023 March 31, 2023 December 31, 2022 September 30, 2022 June 30, 2022 March 31, 2022

(in thousands)

Consolidated Statements of Income Data:

Revenue $ 566,302 $ 469,193 $ 468,934 $ 445,016 $ 564,425 $ 446,921 $ 495,090 $ 510,567

Consolidated Statements

of Income Data:

Cost of revenue

Traffic acquisition costs

(249,926) (223,798) (228,717) (224,398) (281,021) (233,543) (280,565) (293,650)

Other cost of revenue

Gross profit 276,626 205,127 199,782 181,509 246,594 179,607 184,975 184,024

Operating expenses

Research and development expenses (48,402) (62,522) (67,775) (63,590) (69,348) (42,725) (41,496) (34,027)

Sales and operations expenses (97,687) (94,572) (112,511) (101,242) (99,633) (90,051) (99,313) (88,999)

General and administrative expenses (42,219) (36,599) (18,537) (40,170) (28,969) (42,353) (100,672) (33,336)

development expenses

Sales and operations

General and administrative

Total operating expenses

Income (loss) from operations

88,318 11,434 959 (23,493) 48,644 4,478 (56,506) 27,662

Financial and Other income (expense) (4,498) (2,967) (1,852) 6,827 (6,144) 3,485 16,412 4,030

Income (loss) before taxes

83,820 8,467 (893) (16,666) 42,500 7,963 (40,094) 31,692

Income (loss) from

Financial and Other income

Income (loss) before

Provision for income taxes

Net income (loss)

$ 62,051 $ 6,635 $ (1,971) $ (12,071) $ 16,049 $ 6,521 $ (32,973) $ 21,278

Net income (loss) available to shareholders of Criteo S.A.

61,017 6,927 (2,876) (11,809) 15,400 6,579 (33,614) 20,587

Net income (loss)

available to shareholders

of Criteo S.A.

Liquidity and Capital Resources.

1 unchanged sentence

The functional currency of the Company is the euro, while our reporting currency is the U.S.

Because we incur some of our expenses and derive revenues in currencies other than the euro, we are exposed to foreign currency exchange risk as our results of operations and cash flows are subject to fluctuations in foreign currency exchange rates.

Foreign exchange risk exposure also arises from intra-company transactions and financing with subsidiaries that have a functional currency different than the euro.

The statements of financial position of consolidated entities having a functional currency different from the U.S.

Because we incur some

of our expenses and derive revenues in currencies other than the euro, we are exposed to foreign currency exchange risk

as our results of operations and cash flows are subject to fluctuations in foreign currency exchange rates.

exchange risk exposure also arises from intra-company transactions and financing with subsidiaries that have a functional

currency different than the euro.

The statements of financial position of consolidated entities having a functional currency

different from the U.S.

dollar are translated into U.S.

dollars at the closing exchange rate (spot exchange rate at the statement of financial position date) and the statement of income, statement of comprehensive income and statement of cash flow of such consolidated entities are translated at the average period to date exchange rate.

The resulting translation adjustments are included in equity under the caption “Accumulated Other Comprehensive Income” in the Consolidated Statement of Changes in Equity.

Since 2013, the Company has had a foreign currency risk management policy in place.

dollars at the closing exchange rate (spot exchange rate at the

statement of financial position date) and the statement of income, statement of comprehensive income and statement of

cash flow of such consolidated entities are translated at the average period to date exchange rate.

The resulting translation

adjustments are included in equity under the caption “Accumulated Other Comprehensive Income” in the Consolidated

Statement of Changes in Equity.

At December 31, 2024 , our exposure to foreign currency risk was centralized at Criteo S.A.

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

and hedged using foreign

currency swaps or forward purchases or sales of foreign currencies.

Foreign Currency Risk

A hypothetical 10% increase or decrease of the Pound Sterling, the Euro, the Japanese yen or the Brazilian real against the U.S.

dollar would have impacted the Condensed Consolidated Statements of Income as follows:

A hypothetical 10% increase or decrease of the Pound Sterling, the euro, the Japanese yen or the Brazilian real against the

dollar would have impacted the Consolidated Statements of Income as follows:

Year Ended December 31,

2023 2022 2021

(in thousands)

GBP/USD +10% -10% +10% -10% +10% -10%

Net income impact $ (86) $ 86 $ (444) $ 444 $ (351) $ 351

Net income (loss) impact

Year Ended December 31,

2023 2022 2021

(in thousands)

BRL/USD +10% -10% +10% -10% +10% -10%

Net income impact $ 220 $ (220) $ (235) $ 235 $ (38) $ 38

Net income (loss) impact

Year Ended December 31,

2023 2022 2021

(in thousands)

JPY/USD +10% -10% +10% -10% +10% -10%

Net income impact $ 408 $ (408) $ 2,489 $ (2,489) $ 619 $ (619)

Net income (loss) impact

Year Ended December 31,

2023 2022 2021

(in thousands)

EUR/USD +10% -10% +10% -10% +10% -10%

Net income impact $ 156 $ (156) $ (2,169) $ 2,169 $ 11,162 $ (11,162)

Net income (loss) impact

Counterparty Risk

As of December 31, 2024 , we show a positive net cash position.

We utilize cash pooling arrangements, reinforcing cash management centralization.

Investment and financing decisions are governed by our Investment and Risk Management Policy and carried out by our internal central treasury function, ensuring investments are entered into with high credit ratings, balanced counterparties.

We utilize cash pooling arrangements, reinforcing cash

management centralization.

Investment and financing decisions are governed by our Investment and Risk Management

Policy and carried out by our internal central treasury function, ensuring investments are entered into with high credit

ratings, balanced counterparties.

Liquidity Risk

We are mainly exposed to changes of foreign currency exchange rate fluctuations.

Sources of Liquidity

Our principal sources of liquidity are our cash and cash equivalents and cash generated from operations.

We have never declared or paid any cash dividends on our ordinary shares.

We do not anticipate paying cash dividends on our equity securities in the foreseeable future.

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

Our loan and RCF agreements as of December 31, 2023 are presented in the table below:

Nominal/ Authorized amounts

(RCF Only) Amount drawn as of December 31, 2023 (RCF only)

Amount Outstanding as of December 31, 2023

Nature (in thousands) Interest rate Settlement date

Bank Syndicate RCF - September 2022 (1)

We have never

declared or paid any cash dividends on our ordinary shares.

We do not anticipate paying cash dividends on our equity

securities in the foreseeable future.

We are party to several revolving credit facilities with several third-party financial institutions.

Our revolving credit facilities

as of December 31, 2024 are presented in the table below:

as of December

Outstanding as

of December 31,

(in thousands)

Interest rate

Bank Syndicate Revolving

Credit Facility - September

Floating rate:

EURIBOR / SOFR + margin depending on leverage ratio September 2027

For additional information regarding our RCF agreement, please refer to Note 11 - Financial Liabilities and Note 20 - Commitments.

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

At December 31, 2023, we were in compliance with the leverage ratio.

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

We are authorized to draw up to a maximum of €21.5 million ($23.8 million) in the aggregate under those short-term credit lines and overdraft facilities.

EURIBOR / SOFR

leverage ratio

September 2027

Other short-term lines of credit

For additional information regarding our resolving credit facilities , please refer to Note 11 - Financial Liabilities.

The Bank Syndicate Revolving Line of Credit is unsecured and contains customary events of default and covenants,

including compliance with a total net debt to adjusted EBITDA ratio and restrictions on the incurrence of additional

indebtedness.

As of year-end December 31, 2024 , we were in compliance with the required covenants.

On November 17,

2023, we updated certain terms of our syndicated credit facility to a €407 million ( $423 million ) sustainability-linked credit

Certain terms and conditions of the amended credit facility are now linked to our sustainability goals to increase the

representation of women in tech roles and reduce our GHG emissions, while the rest of the credit facility agreement

remains unchanged.

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

We are authorized to draw up to a maximum of €21.5 million ( $22.3 million ) in the aggregate under those short-term credit

lines and overdraft facilities.

As of December 31, 2024 , we had not drawn on either of these facilities.

Our banks have the ability to terminate such facilities on short notice.

Our cash and cash equivalents and restricted cash at December 31, 2023 were held for working capital and general corporate purposes, which could include acquisitions, and amounted to $411.3 million as of December 31, 2023.

The $(36.9) million decrease in cash and cash equivalents compared with December 31, 2022 primarily resulted from a decrease of $(31.7) million in cash from operating activities and a $57.4 million decrease in cash used for investing activities, partially offset by an increase of $34.2 million in cash used for financing activities.

In addition, the cash flows were also negatively impacted by $(5.2) million due to foreign exchange rates impact on our consolidated cash position in USD over the period.

Our banks have the

ability to terminate such facilities on short notice.

Our cash and cash equivalents and restricted cash at December 31, 2024 were held for working capital and general

corporate purposes, which could include acquisitions, and amounted to $290.9 million as of December 31, 2024 .

$(120.4) million decrease in cash and cash equivalents and restricted cash compared with December 31, 2023 primarily

resulted from an increase of $258.2 million in cash from operating activities, offset by a $(97.9) million decrease in cash for

investing activities, and by a decrease of $(270.5) million in cash for financing activities.

In addition, the cash flows were

also negatively impacted by $(10.2) million due to foreign exchange rates impact on our consolidated cash position in USD

over the period.

We do not enter into investments for trading or speculative purposes.

Our policy is to invest any cash in excess of our immediate requirements in investments designed to preserve the principal balance and provide liquidity.

Our policy is to invest any cash in

excess of our immediate requirements in investments designed to preserve the principal balance and provide liquidity.

Accordingly, our cash and cash equivalents are invested primarily in demand deposit accounts and term deposit accounts.

Furthermore, Criteo had financial liquidity of approximately $837.4 million, including its cash position, short term investments, its Revolving Credit Facility and treasury shares available for acquisitions as of December 31, 2023.

Overall, we believe that our current financial liquidity, combined with our expected cash-flow generation in 2023, enables financial flexibility and the meeting of all material contractual obligations.

We have also reserved $75 million in cash (classified as Restricted cash on our Consolidated Statements of Financial Position) to fund the earn-out liability obligations, resulting from the Iponweb acquisition (refer to Note 2).

Furthermore, Criteo had financial liquidity of approximately $782.3 million , including its cash position, short term

investments, its Revolving Credit Facility and treasury shares available for acquisitions as of December 31, 2024 .

we believe that our current financial liquidity, combined with our expected cash-flow generation in 2025 , enables financial

flexibility and the meeting of all material contractual obligations.

Share Buy-back Programs

In December 2022 , we completed a $136.0 million share repurchase program.

In 2022, we completed an additional $136 million share repurchase, and in 2023, we completed an additional $125 million share repurchase program.

In 2023 , we completed an additional

$125.0 million share repurchase, and in 2024 , we completed an additional $224.6 million share repurchase.

All above programs have been implemented under our multi-year authorization granted by Board of Directors.

On February 1, 2024, this authorization was extended to a total amount of $630 million.

Other than these repurchase programs, we intend to retain all available funds and any future earnings to fund our growth.

2025, this authorization was extended to a total amount of up to $805.0 million.

Other than these repurchase programs, we

intend to retain all available funds and any future earnings to fund our growth.

Operating and Capital Expenditure Requirements

In 2023, 2022 and 2021, our actual capital expenditures were $114.3 million, $55.8 million and $53.0 million, respectively, primarily related to the acquisition of data center and server equipment, and internal IT systems.

We expect our capital expenditures to remain at, or slightly below, 5% of revenue for 2024, as we plan to continue to build, reshape and maintain additional data center equipment capacity in all regions and increase our investments supporting our new work from home policy as part of our office right sizing program.

On March 2023, we acquired all of the outstanding shares of Brandcrush Pty Ltd.

In 2022 we entered into a definitive purchase agreement which resulted in the Iponweb acquisition for $(135.5) million of cash consideration paid.

In 2021 we acquired all of the outstanding shares of Doobe In Site Ltd.

("Mabaya"), financed by available cash resources.

We believe our existing cash balances will be sufficient to meet our anticipated cash requirements through at least the next 12 months.

Our future working capital requirements will depend on many factors, including the rate of our revenue growth, the amount and timing of our investments in personnel and capital equipment, and the timing and extent of our introduction of new products and product enhancements.

If our cash and cash equivalents balances and cash flows from operating activities are insufficient to satisfy our liquidity requirements, we may need to raise additional funds through equity, equity-linked or debt financings to support our operations, and such financings may not be available to us on acceptable terms, or at all.

We may also need to raise additional funds in the event we determine in the future to effect one or more acquisitions of businesses, technologies, assets or products.

If we are unable to raise additional funds when needed, our operations and ability to execute our business strategy could be adversely affected.

If we raise additional funds through the incurrence of indebtedness, such indebtedness would have rights that are senior to holders of our equity securities and could contain covenants that restrict our operations.

Any additional equity financing will be dilutive to our shareholders.

In 2024 , 2023 and 2022 , our net capital expenditures were $(76.6) million , $(114.3) million and $(55.8) million , respectively,

primarily related to the acquisition of data center and server equipment, and internal IT systems.

We expect our capital

expenditures to remain at, or slightly below, 5% of revenue for 2025 , as we plan to continue to build, reshape and maintain

additional data center equipment capacity in all regions and we keep investing in our Commerce Media Platform.

We believe our existing cash balances will be sufficient to meet our anticipated cash requirements through at least the next

Our future working capital requirements will depend on many factors, including the rate of our revenue growth, the amount

and timing of our investments in personnel and capital equipment, and the timing and extent of our introduction of new

products and product enhancements.

If our cash and cash equivalents balances and cash flows from operating activities are insufficient to satisfy our liquidity

requirements, we may need to raise additional funds through equity, equity-linked or debt financings to support our

operations, and such financings may not be available to us on acceptable terms, or at all.

We may also need to raise

additional funds in the event we determine in the future to effect one or more acquisitions of businesses, technologies,

assets or products.

If we are unable to raise additional funds when needed, our operations and ability to execute our business strategy could

be adversely affected.

If we raise additional funds through the incurrence of indebtedness, such indebtedness would have

rights that are senior to holders of our equity securities and could contain covenants that restrict our operations.

additional equity financing will be dilutive to our shareholders.

Historical Cash Flows

1 unchanged sentence

Year Ended December 31,

2023 2022 2021

(in thousands)

2 unchanged sentences

Cash used for financing activities

Our cash and cash equivalents at December 31, 2023 were held for working capital and general corporate purposes, which could include acquisitions.

The decrease in cash and cash equivalents compared with December 31, 2022, primarily resulted from an increase of $224.2 million in cash flows from operating activities fully offset by a decrease of $(108.7) million in cash flows used for investing activities and a decrease of $(147.3) million in cash flows used for financing activities.

Our cash and cash equivalents at December 31, 2024 were held for working capital and general corporate purposes, which

could include acquisitions.

The decrease in cash and cash equivalents compared with December 31, 2023 , primarily

resulted from an increase of $258.2 million in cash flows from operating activities fully offset by a decrease of $(97.9)

million in cash flows used for investing activities and a decrease of $(270.5) million in cash flows used for financing

Operating Activities

Cash provided by operating activities is primarily impacted by the increase in the number of clients using our solution and by the amount of cash we invest in personnel to support the anticipated growth of our business.

Cash provided by operating activities has typically been generated from net income and by changes in our operating assets and liabilities, particularly in the areas of accounts receivable and accounts payable and accrued expenses, adjusted for certain non-cash and non-operating expense items such as depreciation, amortization, equity awards compensation, deferred tax assets and income taxes.

In 2023, net cash flows provided by operating activities were $224.2 million and consisted of net income of $54.6 million, $103.4 million in adjustments for non-cash and non-operating items and $66.2 million of cash flows from working capital.

Adjustments for non-cash and non-operating items mainly consisted of depreciation and amortization expense of $72.3 million, equity awards compensation expense of $97.2 million, partially offset by a $(43.3) million payment of a contingent liability for regulatory matters.

In 2023, our cash generated by operating activities benefited from strong working capital leverage.

The $66.2 million increase in cash resulting from changes in working capital primarily consisted of a $(0.7) million decrease due to changes in operating lease liabilities and right of use assets, a $(8.5) million increase in other current assets (including prepaid expenses and VAT receivables) and a $(56.3) million increase in accounts receivable partially offset by a $43.8 million increase in accrued expenses such as payroll and payroll related expenses and VAT payables and a $87.9 million increase in accounts payable.

The increase in accounts receivable and in accounts payable is mainly due to seasonality.

In 2022, net cash flows provided by operating activities were $256.0 million and consisted of net income of $10.9 million, $185.0 million in adjustments for noncash and non-operating items and $60.1 million of cash flows from working capital.

Adjustments for non-cash and non-operating items primarily consisted of depreciation and amortization expense of $150.3 million, equity awards compensation expense of $65.0 million, changes in deferred tax assets of $3.6 million, partially offset by $(11.0) million of accrued income taxes net of income tax paid and $(22.9) million of other non-cash and non-operating items.

In 2022, our cash generated by operating activities benefited from strong working capital leverage, largely due to the impact from strong collections, in particular Iponweb, which has favorable seasonality in the fourth quarter.

The $60.1 million increase in cash resulting from changes in working capital primarily consisted of a $0.7 million decrease due to changes in operating lease liabilities and right of use assets, a $(14.7) million increase in other current assets (including prepaid expenses and VAT receivables) and a $(41.9) million increase in accounts receivable partially offset by a $(17.9) million decrease in accrued expenses such as payroll and payroll related expenses and VAT payables and a $133.8 million increase in accounts payable mainly due to seasonality.

In 2021, net cash flows provided by operating activities were $220.9 million and consisted of net income of $137.6 million, $124.9 million in adjustments for non-cash and non-operating items and $(41.6) million of cash flows from working capital.

Adjustments for non-cash and non-operating items primarily consisted of depreciation and amortization expense of $90.9 million, equity awards compensation expense of $44.5 million, changes in deferred tax assets of $(18.6) million, $2.0 million generated on disposal of non-current assets, and by $6.0 million of accrued income taxes net of income tax paid.

The $(41.6) million decrease in cash resulting from changes in working capital primarily consisted of a $(2.6) million decrease due to changes in operating lease liabilities and right of use assets, a $(19.7) million increase in other current assets (including prepaid expenses and VAT receivables) and a $(135.0) million increase in accounts receivable partially offset by a $33.6 million increase in accrued expenses such as payroll and payroll related expenses and VAT payables and $82.7 million increase in accounts payable.

Cash provided by operating activities has typically been generated from net income and by changes in our operating

assets and liabilities, particularly in the areas of accounts receivable and accounts payable and accrued expenses,

adjusted for certain non-cash and non-operating expense items such as depreciation, amortization, equity awards

compensation, deferred tax assets and income taxes.

In 2024 , net cash flows provided by operating activities were $258.2 million and consisted of net income of $114.7 million ,

$192.1 million in adjustments for noncash and nonoperating items and $(48.7) million of cash flows from working capital

and other assets and liabilities.

Adjustments for noncash and nonoperating items mainly consisted of depreciation and

amortization expense of $87.8 million and equity awards compensation expense of $106.6 million .

The $(48.7) million

decrease in cash resulting from changes in working capital primarily consisted of a $(28.5) million increase in accounts

receivable and a $(17.2) million decrease in accounts payable, partly driven by the mix of our segments, largely related to

the acceleration of Retail Media.

The $33.9 million increase of cash flow from operating activities during 2024 compared to

2023, was mostly due to the 2023 payment of $(43.3) million of a contingent liability for regulatory matters.

Investing Activities

Our investing activities to date have consisted primarily of purchases of servers and other data-center equipment and business acquisitions.

In 2023, net cash flows used in investing activities were $108.7 million and consisted of $114.3 million for purchases of servers and other data-center equipment and capitalized software development costs, $6.8 million payment for a business acquisition, partially offset by a $3.6 million change in other non-current financial assets resulting from investments in Marketable Securities (see Note 4), and $8.8 million in proceeds from the sale of a non consolidated investment.

In 2022, net cash flows used in investing activities were $166.1 million and consisted of $55.8 million for purchases of servers and other data-center equipment and capitalized software development costs, $138.0 million for business acquisitions and $27.8 million change in other non-current financial assets resulting from investments in Marketable Securities (see Note 5).

In 2021, net cash flows used in investing activities were $76.4 million and consisted of $53.0 million for purchases of servers and other data-center equipment and capitalized software development costs, $10.4 million for business acquisitions and $12.9 million change in other non-current financial assets resulting from investments in Marketable Securities (see Note 5).

In 2024 , net cash flows used in investing activities were $97.9 million and consisted of $76.6 million for net purchases of

servers and other data center equipment and capitalized software development costs , and $20.7 million change in other

noncurrent financial assets resulting from investments in Marketable Securities (see Note 5 ).

The $10.8 million decrease in

cash used in investing activities during 2024 compared to 2023, was mostly due to decreases of the purchases of servers

and other data center equipment and capitalized software development costs.

Financing Activities

In 2023, net cash used in financing activities was $147.3 million mainly resulting from the $125.5 million impact from our share repurchase program, a $(22.0) million payout of the current portion of the earn-out liability resulting from the Iponweb Acquisition, partially offset by $1.9 million in proceeds from stock-options exercises.

In 2022, net cash used in financing activities was $113.0 million mainly resulting from the $135.7 million impact from our share repurchase program, partially offset by $21.9 million change relating to the recognition of a positive impact of foreign exchange reevaluations net of related hedging and $1.0 million in proceeds from stock-options exercises.

In 2 021, net cash used in financing activities was $80.1 million mainly resulting from the $25.2 million proceeds from stock-options exercises and the $100.0 million impact from our share repurchase program.

In 2024 , net cash used in financing activities was $270.5 million mainly resulting from the $224.6 million impact from our

share repurchase program, a $52.0 million payout of the earn-out liability resulting from the Iponweb Acquisition, partially

offset by $4.6 million in proceeds from stock-options exercises.

The $123.2 million increase in cash used in financing

activities during 2024 compared to 2023, was mostly due to the increase of our share repurchase program and the final

payment of the earn-out liability resulting from the Iponweb Acquisition.

Off-balance Sheet Arrangements.

We do not have any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

In addition, we do not engage in trading activities involving non-exchange traded contracts.

We therefore believe that we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in these relationships.

We do not have any relationships with unconsolidated entities or financial partnerships, including entities sometimes

referred to as structured finance or special purpose entities that were established for the purpose of facilitating off-balance

sheet arrangements or other contractually narrow or limited purposes.

In addition, we do not engage in trading activities

involving non-exchange traded contracts.

We therefore believe that we are not materially exposed to any financing,

liquidity, market or credit risk that could arise if we had engaged in these relationships.

Tabular Disclosure of Contractual Obligations.

Our principal commitments consist of non-cancelable operating leases for our various office facilities and data centers, and other contractual commitments consisting of obligations to our hosting services providers, and providers of software as a service.

The following table discloses aggregate information about material contractual obligations and periods in which payments were due as of December 31, 2023.

Our principal commitments consist of non-cancelable operating leases for our various office facilities and data centers, and

other contractual commitments consisting of obligations to our hosting services providers, and providers of software as a

The following table discloses aggregate information about material contractual obligations and periods in which payments

were due as of December 31, 2024 .

Future events could cause actual payments to differ from these estimates.

Less than 1 year 1 to 5 years More than 5 years Total

(in thousands of U.S.

1 unchanged sentence

Other purchase obligations

Total $ 90,744 $ 81,256 $ 16,156 $ 188,156

Material Cash Requirements

We currently anticipate that our available funds and cash flow from operations and financing activities will be sufficient to meet our operational cash needs and fund our share repurchase program for at least the next 12 months and thereafter for the foreseeable future.

We continuously evaluate our liquidity and capital resources, including our access to external capital, to ensure we can finance our future capital requirements.

We currently anticipate that our available funds and cash flow from operations and financing activities will be sufficient to

meet our operational cash needs and fund our share repurchase program for at least the next 12 months and thereafter for

the foreseeable future.

We continuously evaluate our liquidity and capital resources, including our access to external

capital, to ensure we can finance our future capital requirements.

Leases and Contractual Commitments

Our operating lease obligations mostly include offices and data centers.

Our finance lease obligations mostly include certain network infrastructure.

Our restructuring efforts to sublease, early terminate or abandon several office buildings under operating leases did not materially change our operating lease obligations.

Our contractual commitments are primarily related to our investments in network infrastructure, servers, and consumer hardware products in Reality Labs.

Our finance lease obligations mostly include

certain network infrastructure.

Our restructuring efforts to sublease, early terminate or abandon several office buildings

under operating leases did not materially change our operating lease obligations.

Contingent Consideration

As part of the Iponweb Acquisition that was completed in August 2022, the Sellers are entitled to contingent consideration of a maximum of $ 100.0 million, which is conditioned upon the achievement of certain revenue targets by the Iponweb business for the 2022 and 2023 fiscal years.

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

As part of the Iponweb Acquisition, the Sellers were entitled to contingent consideration of a maximum of $100.0 million ,

which was subject to the achievement of certain revenue targets by the Iponweb business for the 2022 and 2023 fiscal

The earn out liability was fully settled during the year 2024.

See Note 13 - Other Current Liabilities.

1 unchanged sentence

We are involved in legal proceedings, claims, and regulatory, tax or government inquiries and investigations.

We record a liability when we believe that it is both probable that a liability has been incurred, and that the amount can be reasonably estimated.

If we determine there is a reasonable possibility that we may incur a loss and the loss or range of loss can be estimated, we disclose the possible loss in the accompanying notes to the consolidated financial statements to the extent material.

liability when we believe that it is both probable that a liability has been incurred, and that the amount can be reasonably

If we determine there is a reasonable possibility that we may incur a loss and the loss or range of loss can be

estimated, we disclose the possible loss in the accompanying notes to the consolidated financial statements to the extent

Significant judgment is required to determine both probability and the estimated amount of loss.

Such matters are inherently unpredictable and subject to significant uncertainties, some of which are beyond our control.

Should any of these estimates and assumptions change or prove to be incorrect, it could have a material impact on our results of operations, financial position, and cash flows.

Other Current Liabilities and Non Current Liabilities , 20.

Commitments and contingencies, and 18.

Income Taxes in the notes to the consolidated financial statements included in Part II, Item 8, and "Legal Proceedings" contained in Part I, Item 3 of this Form 10-K for additional information regarding leases and contractual commitments, long-term debt, taxes, and contingencies.

Such matters are

inherently unpredictable and subject to significant uncertainties, some of which are beyond our control.

Should any of these

estimates and assumptions change or prove to be incorrect, it could have a material impact on our results of operations,

financial position, and cash flows.

See Note 12 Leases, Note 13 Other Current and Noncurrent Liabilities, Note 18 Income Taxes and Note 20 Commitments

and contingencies in the notes to the consolidated financial statements included in Part II, Item 8, and "Legal Proceedings"

contained in Part I, Item 3 of this Form 10-K for additional information regarding leases and contractual commitments, long-

term debt, taxes, and contingencies.

Trend Information

We review three key metrics to help us monitor the performance of our business and to identify trends affecting our business.

We review three key metrics to help us monitor the performance of our business and to identify trends affecting our

These key metrics include number of clients, Contribution ex-TAC, and Adjusted EBITDA.

We believe these metrics are useful to understanding the underlying trends in our business.

The following table summarizes our key metrics for 2023, 2022 and 2021.

We believe these

metrics are useful to understanding the underlying trends in our business.

The following table summarizes our key metrics

for 2024 , 2023 and 2022 .

Year Ended December 31,

2023 2022 2021

(in thousands, except number of clients)

Number of clients (1)

18,197 18,990 N/A

Contribution ex-TAC

Adjusted EBITDA

(1) In the first quarter of 2023, we streamlined our client count methodology which is now based on unique billing accounts while the previous methodology included clients from whom Criteo has received a signed contract or an insertion order during the previous 12 months.

The new methodology led to the consolidation of some clients accounts but does not change the underlying activity or the overall trends.

(1) In the first quarter of 2023, we streamlined our client count methodology which is now based on unique billing accounts while the

previous methodology included clients from whom Criteo has received a signed contract or an insertion order during the previous 12

The new methodology led to the consolidation of some clients accounts but does not change the underlying activity or the

overall trends.

Number of Clients

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

We believe this criteria best identifies clients who actively use our set of solutions.

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

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

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

When the insertion order is with an advertising agency, we generally consider the client on whose behalf the advertising campaign is conducted as the “client” for purposes of this calculation.

In the event a client has its advertising spend with us managed by multiple agencies, that client is counted as a single client.

We believe that our ability to increase the number of clients is an important indicator of our ability to grow revenue over time.

While our client count has increased over time, this metric can also fluctuate from quarter to quarter due to the seasonal trends in advertising spend of clients and the timing and amount of revenue contribution from new clients.

Therefore, there is not necessarily a direct correlation between a change in clients in a particular period and an increase or decrease in our revenue over that same period.

We define a client to be a unique party with a signed contract and for whom we have delivered an advertisement or

monetized inventory during the previous 12 months.

We count distinct brands or divisions within the same business as

separate clients if they have insertion orders with us.

For certain Retail Media solutions, we count the parent company as a

single client, even if multiple brands under that company have signed separate contracts.

When working with advertising

agencies, we generally attribute the client count to the advertiser rather than the agency.

If a client's advertising spend is

managed by multiple agencies, they are counted as a single client.

We believe that our ability to grow the number of clients is an important indicator of our revenue growth over time.

client count may fluctuate quarterly due to the seasonal advertising trends and the timing of new client contributions.

Therefore, changes in client count does not necessarily correspond to changes in revenue for a given period.

Contribution ex-TAC

We define Contribution excluding Traffic Acquisition Costs, "Contribution ex-TAC", as a profitability measure akin to gross profit.

It is calculated by deducting traffic acquisition costs from revenue and reconciled to gross profit through the exclusion of other cost of revenue.

We define Contribution excluding Traffic Acquisition Costs, "Contribution ex-TAC", as a profitability measure akin to gross

It is calculated by deducting traffic acquisition costs from revenue and reconciled to gross profit through the exclusion

of other cost of revenue.

Contribution ex-TAC is not a measure calculated in accordance with U.S.

Contribution ex-TAC because it is a key measure used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions.

In particular, we believe that this measure can provide useful measures for period-to-period comparisons of our business.

Please see above for a discussion of the limitations of Contribution ex-TAC and a reconciliation of Contribution ex-TAC to gross profit, the most comparable U.S.

GAAP measure in the Non-GAAP Financial Measures section of this filing.

Our management views our Contribution ex-TAC as a key measure to evaluate, plan and make decisions on our business activities and sales performance.

In particular, we believe this can provide a useful measure for period-to-period comparisons of our business.

Contribution ex-

TAC because it is a key measure used by our management and board of directors to evaluate operating performance,

generate future operating plans and make strategic decisions.

In particular, we believe that this measure can provide useful

measures for period-to-period comparisons of our business.

Accordingly, we believe that Contribution ex-TAC provides

useful information to investors and others in understanding and evaluating our results of operations in the same manner as

our management and board of directors.

Please see above for a discussion of the limitations of Contribution ex-TAC and a

reconciliation of Contribution ex-TAC to gross profit, the most comparable U.S.

GAAP measure in the Non-GAAP Financial

Measures section of this filing.

Our management views our Contribution ex-TAC as a key measure to evaluate, plan and make decisions on our business

activities and sales performance.

In particular, we believe this can provide a useful measure for period-to-period

comparisons of our business.

Accordingly, we believe that Contribution ex-TAC provides useful information to investors and

others in understanding and evaluating our results of operations in the same manner as our management and board of

Contribution ex-TAC is not a measure calculated in accordance with U.S.

Please see above for a discussion of the limitations of Contribution ex-TAC and a reconciliation of Contribution ex-TAC to gross profit, the most comparable U.S.

Please see above for a

discussion of the limitations of Contribution ex-TAC and a reconciliation of Contribution ex-TAC to gross profit, the most

comparable U.S.

GAAP measure, for 2024 and 2023 .

Adjusted EBITDA

Adjusted EBITDA represents our consolidated earnings before financial income (expense), income taxes, depreciation and amortization, adjusted to eliminate the impact of equity awards compensation expense, pension service costs, certain restructuring, integration and transformation costs, certain acquisition costs and a loss contingency related to a regulatory matter.

Adjusted EBITDA is not a measure calculated in accordance with U.S.

Adjusted EBITDA is a key measure used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short-term and long-term operational plans.

Adjusted EBITDA represents our consolidated earnings before financial income (expense), income taxes, depreciation and

amortization, adjusted to eliminate the impact of equity awards compensation expense, pension service costs, certain

restructuring, integration and transformation costs, certain acquisition costs and a loss contingency related to a regulatory

Adjusted EBITDA is not a measure calculated in accordance with U.S.

Please see above for a discussion of the limitations of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net income, the most comparable U.S.

GAAP measure in the Non-GAAP Financial Measures section of this filing.

Adjusted EBITDA is a key measure

used by our management and board of directors to understand and evaluate our core operating performance and trends, to

prepare and approve our annual budget and to develop short-term and long-term operational plans.

In particular, we

believe that the elimination of equity awards compensation expense, pension service costs, certain restructuring,

integration and transformation costs, certain acquisition costs and a loss contingency related to a regulatory matter in

calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons of our business,

Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and

evaluating our results of operations in the same manner as our management and board of directors.

Adjusted EBITDA is

not a measure calculated in accordance with U.S.

Please see above for a discussion of the limitations of Adjusted

EBITDA and a reconciliation of Adjusted EBITDA to net income, the most comparable U.S.

GAAP measure in the Non-

GAAP Financial Measures section of this filing.

Highlights and Trends

Number of Clients

Since our inception, we have significantly grown the number of clients with which we do business.

We had approximately 17,300 clients as of December 31, 2024 , down slightly compared to our client base as of December

In recent years, the expansion of our clients has been driven our global footprint and our commercial expansion in existing markets, our continued development of large clients in the Retail vertical, especially in ecommerce, our expansion of midmarket clients and our penetration into the consumer brand vertical through some of our Criteo Retail Media offerings.

We expect to continue to focus our attention and investment on further growing our client base across all regions, client categories and verticals, with continued strong focus on ecommerce.

Our client base reflects our global footprint and our commercial expansion in existing markets, our continued development

of large clients in the Retail vertical, especially in ecommerce, our ex pansion of midmarket clients and our penetration into

the consumer brand vertical through some of our Retail Media offerings.

We expect to continue to focus our attention and

investment on further growing our client base across all regions, client categories and verticals, with continued strong focus

on ecommerce.

Client Retention

We believe our ability to retain and grow revenue from our existing clients is a useful indicator of the stability of our revenue base and the long-term value of our client relationships.

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

Our technology is optimized to drive impactful business outcomes from marketing and monetization for retailers and brands.

We measure our client satisfaction through our ability to retain them and the revenue they generate quarter after quarter.

We define client r etention rate as the percentage of live clients during the previous quarter that continued to be live clients during the current quarter.

This metric is calculated on a quarterly basis, and for annual periods, we use an average of the quarterly metrics.

We define a live client as a client whose advertising campaign has or had been generating revenue for us on any day over the relevant measurement period.

In each of 2023, 2022 and 2021, our client retention rate was approximately 90%.

Our client base consists primarily of businesses in the digital Retail, Travel and Classifieds industries, which we define as commerce clients.

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

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

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

As a result, our revenue tends to be seasonal in nature, but the impact of this seasonality has, to date, been partly offset by our significant growth and geographic expansion.

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

We believe our ability to retain and grow revenue from our existing clients is a useful indicator of the stability of our revenue

base and the long-term value of our client relationships.

Our offering, the Criteo Commerce Media Platform, is powered by

AI technology and aims to cover the entire marketing funnel (Awareness, Audience Targeting, Conversion).

Our technology

is optimized to drive impactful business outcomes from marketing and monetization for retailers and brands.

our client satisfaction through our ability to retain them and the revenue they generate quarter after quarter.

We define client r etention rate as the percentage of live clients during the previous quarter that continued to be live clients

during the current quarter.

This metric is calculated on a quarterly basis, and for annual periods, we use an average of the

quarterly metrics.

We define a live client as a client whose advertising campaign has or had been generating revenue for

us on any day over the relevant measurement period.

In each of 2024 , 2023 and 2022 , our client retention rate was

approximately 90%.

Our client base consists primarily of businesses in the digital Retail, Travel and Classifieds industries, which we define as

commerce clients.

In the digital Retail industry and the consumer brand verticals in particular, many businesses devote the

largest portion of their advertising spend to the fourth quarter of the calendar year, to coincide with increased holiday

spending by consum ers.

With respect to Retail Media, the concentration of advertising spend in the fourth quarter of the

calendar year is particularly pronounced.

Our Retail clients typically conduct fewer advertising campaigns in the first and

second quarters than they do in other quarters, wh ile our Travel clients typically increase their travel campaigns in the first

and third quarters and conduct fewer advertising campaigns in the second quarter.

As a result, our revenue tends to be

seasonal in nature, but the impact of this seasonality has, to date, been partly offset by our significant growth and

geographic expansion.

If the seasonal fluctuations become more pronounced, our operating cash flows could fluctuate

materially from period to period.

Contribution ex-TAC

Our Contribution ex-TAC for 2023 was 1,022.6 million, a 11% increase over 2022, at constant currency.

This performance was mainly driven by growth in Retail Media and the contribution from Iponweb.

We are focused on maximizing our Contribution ex-TAC on an absolute basis.

We believe this focus builds sustainable long-term value for our business by fortifying a number of our competitive strengths, including access to digital advertising inventory, breadth and depth of data and continuous improvement of the Criteo AI Engine’s performance, allowing us to deliver more relevant advertisements at scale .

Our Contribution ex-TAC for 2024 was $1,121.5 million , an 11% increase over 2023 , at constant currency.

performance was mainly driven by growth in Retail Media .

We are focused on maximizing our Contribution ex-TAC on an

absolute basis.

We believe this focus builds sustainable long-term value for our business by fortifying a number of our

competitive strengths, including access to digital advertising inventory, breadth and depth of data and continuous

improvement of the Criteo AI Engine’s performance, allowing us to deliver more relevant advertisements at scale .

Adjusted EBITDA

Our Adjusted EBITDA for 2024 was $390.1 million , a 29% increase over 2023 .

Our increase in Adjusted EBITDA for 2023 compared to 2022 was primarily the result of the 10% increase in Contribution ex-TAC over the period, partly offset by a 5% increase in our Non-GAAP operating expenses.

Our increase in Adjusted EBITDA for 2024

compared to 2023 was primarily the result of the 10% increase in Contribution ex-TAC over the period, partly offset by a

3% increase in our Non-GAAP operating expenses.

This drove a 35% adjusted EBITDA margin in 2024 .

We delivered $70 million in cost savings, while continuing to invest for growth, which drove a higher Adjusted EBITDA margin as a percentage of Contribution ex-TAC compared to 2022.

Going forward, we intend to continue to right size our organization and optimize our operating model while continuing investments in our multi-pronged addressability strategy and scaling Retail Media capabilities.

Going forward, we

intend to continue to optimize our operating model while continuing investments in AI innovation and scaling Retail Media

capabilities.

Adjusted EBITDA is not a measure calculated in accordance with U.S.

Please see above for a discussion of the limitations of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net income, the most comparable U.S.

Please see above for a

discussion of the limitations of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net income, the most

comparable U.S.

GAAP measure.

This Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and as defined in the Private Securities Litigation Reform Act of 1995.

See "Special Note Regarding Forward-Looking Statements."

This Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and

Section 21E of the Exchange Act and as defined in the Private Securities Litigation Reform Act of 1995.

See "Special Note

Regarding Forward-Looking Statements."

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

What changed 10-K

Item 7. Management’s Discussion and Analysis