Criteo S.A. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Criteo carried out an evaluation as of December 31, 2024 , under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Disclosure controls and procedures are controls and other procedures designed to reasonably assure that information required to be disclosed in our reports filed or furnished under the Exchange Act, such as this Form 10-K, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures are also designed to reasonably assure that this information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, to allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2024 , our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. Management’s Annual Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act. Our management assessed, with the oversight of our board of directors, the effectiveness of our internal control over financial reporting as of December 31, 2024 . In making this assessment, our management used the criteria established in the Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, our management has concluded that the Company's internal control over financial reporting was effective as of December 31, 2024 . The effectiveness of the Company's internal control over financial reporting as of December 31, 2024 has been audited by Deloitte & Associés, our independent registered public accounting firm, as stated in its attestation report, which appears on page F-2 of this Form 10-K. Changes in Internal Control Over Financial Reporting There were no changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, that occurred during the quarter ended December 31, 2024 , that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting. Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. 78 Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Criteo have been detected. These inherent limitations include the realities that judgments in decisions making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies and procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Item 9B. Other Information During the three months ended December 31, 2024 , no directors or Section 16 officers of the Company adopted or terminated any Rule 10b5-1 trading arrangement or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408 of Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections Not applicable. 79 PART III Item 10. Directors, Executive Officers and Corporate Governance The information required by this item (other than the information set forth in the next paragraph in this Item 10) will be included in our definitive proxy statement with respect to our 2025 Annual Meeting of Shareholders to be filed with the SEC, and is incorporated herein by reference. We have adopted a Code of Business Conduct and Ethics (the "Code of Conduct") that is applicable to all of our employees, officers (including our chief executive and senior financial officers), directors, temporary workers and interns. The Code of Conduct is available on our website at criteo.investorroom.com under "Governance." The Audit Committee of our board of directors is responsible for overseeing the Code of Conduct and our board of directors is required to approve any waivers of the Code of Conduct for employees, executive officers and directors. We expect that any amendments to the Code of Conduct, or any waivers of its requirements required to be disclosed under the rules of the SEC or Nasdaq will be disclosed on our website. Item 11. Executive Compensation The information called for by this item will be included in our definitive proxy statement with respect to our 2025 Annual Meeting of Shareholders to be filed with the SEC, and is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information called for by this item will be included in our definitive proxy statement with respect to our 2025 Annual Meeting of Shareholders to be filed with the SEC, and is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence The information called for by this item will be included in our definitive proxy statement with respect to our 2025 Annual Meeting of Shareholders to be filed with the SEC, and is incorporated herein by reference. Item 14. Principal Accounting Fees and Services The information called for by this item will be included in our definitive proxy statement with respect to our 2025 Annual Meeting of Shareholders to be filed with the SEC, and is incorporated herein by reference. 80 PART IV Item 15. Exhibits and Financial Statement Schedules (a) Financial Statements The financial statements listed in the accompanying Index to Consolidated Financial Statements on page F-1 are filed as part of this Form 10-K. All schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto. (b) Exhibits Incorporated by Reference Exhibit Description Schedul e/ Form File Number Exhibit File Date 2.1 Merger Agreement, dated as of October 3, 2016, by and among Criteo Corp., TBL Holdings, Inc., HookLogic, Inc. and Fortis Advisors LLC 8-K 001-36153 2.1 October 4, 2016 2.2 Amended and Restated Framework Purchase Agreement, dated as of August 1, 2022, by and among the Company, Sellers, Mr. Ljubisa Bogunovic in his capacity as trustee of the “IW General Management Trust” and Mr. Boris Mouzykantskii 10-Q 001-36153 2.1 August 5, 2022 3.1# Updated By-laws (as of February 28, 2025) (English translation) 4.1 Amended and Restated Deposit Agreement, dated as of December 28, 2021, among the Company, the Bank of New York Mellon, as depositary, and all owners and holders from time to time of American Depositary Shares issued thereunder 8-K 001-36153 4.1 December 29, 2021 4.2# Agreement to Furnish Debt Instruments 4.3 Description of Registrant's Securities 10-K 001-36153 4.3 March 2, 2020 10.1† 2014 Stock Option Plan (including forms of Stock Option Grant Agreement and Exercise Notice) S-8 333-197373 99.1 July 11, 2014 10.2† Amended 2016 Stock Option Plan (including forms of Stock Option Grant Agreement and Exercise Notice) (English Translation) S-8 333-273476 99.1 July 27, 2023 10.3† Summary of BSA Terms and Conditions 10-K 001-36153 10.7 February 29, 2016 10.4† Form of BSA Grant Document (English translation) 10-K 001-36153 10.9 March 1, 2017 10.5† Amended and Restated 2015 Time-Based Restricted Stock Units Plan (including form of Grant Letter) (English Translation) S-8 333-273476 99.2 July 27, 2023 10.6† Amended and Restated 2015 Performance-Based Restricted Stock Units Plan (including form of Grant Letter) (English Translation) S-8 333-280977 99.3 July 24, 2024 10.7† Criteo Executive Bonus Plan 10-K 001-36153 10.15 February 29, 2016 10.8 Amendment and Restatement Agreement, dated as of March 29, 2017, by and among the registrant, as borrower, and BNP Paribas, Crédit Lyonnais (LCL), HSBC France, Natixis and Société Générale Corporate & Investment Banking 8-K 001-36153 4.1 March 30, 2017 81 Incorporated by Reference Exhibit Description Schedul e/ Form File Number Exhibit File Date 10.9 Form of Offer to Directors, Officers or Specifically Designated Persons to Subscribe Liability Insurance and Provide Indemnification 10-K 001-36153 10.22 March 1, 2019 10.10† Management Agreement between the registrant and Megan Clarken, dated October 2, 2019 8-K 001-36153 10.1 October 30, 2019 10.11† Amendment to Management Agreement between the registrant and Megan Clarken, dated November 22, 2019 10-K 001-36153 10.18 March 2, 2020 10.12 Multicurrency Revolving Facility Agreement, dated as of September 27, 2022, among the Company, certain of its subsidiaries, the lenders party thereto from time- to-time, BNP Paribas, Crédit Lyonnais (LCL), HSBC Continental Europe and Société Générale, as bookrunners and mandated lead arrangers, Bank of Montreal Europe PLC, Citibank N.A., London Branch and Crédit Industriel et Commercial (CIC), as mandated lead arrangers, BNP Paribas, as coordinator and documentation agent, Société Générale, as agent, and Société Générale and HSBC Continental Europe, as sustainability coordinators 8-K 001-36153 10.1 September 28, 2022 10.13 Amendment Agreement, dated as of November 17, 2023, between the Company, as borrower and guarantor, and Société Générale, as agent** 10-K 001-36153 10.21 February 23, 2024 10.14† Amended and Restated Executive Employment Agreement, between Criteo Corp. and Brian Gleason, effective as of July 1, 2024 10-Q 001-36153 10.1 October 30, 2024 10.15† Transition Agreement between Criteo Corp. and Megan Clarken, dated August 26, 2024 8-K 001-36153 10.1 August 26, 2024 10.16†# Amended and Restated Executive Employment Agreement, between Criteo Corp. and Ryan Damon, effective as of November 1, 2024 10.17†# Amended and Restated Executive Employment Agreement, between Criteo Corp. and Sarah Glickman, effective as of November 1, 2024 10.18† Management Agreement between Criteo Corp. and Michael Komasinski, effective as of February 15, 2025 8-K 001-36153 10.1 January 14, 2025 19.1# Criteo Insider Trading Policy 21.1# List of Subsidiaries 23.1# Consent of Deloitte & Associés 24.1 Power of Attorney (including on the signature page to this report) 31.1# Certificate of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2# Certificate of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1* Certificate of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002 97.1† Criteo S.A. Clawback Policy adopted October 26, 2023 10-K 001-36153 97.1 February 23, 2024 82 Incorporated by Reference Exhibit Description Schedul e/ Form File Number Exhibit File Date 101# The following financial statements from Criteo S.A.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 , formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Statements of Financial Position, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Shareholders' Equity, (v) the Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements 104 Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101) † Indicates management contract or compensatory plan. # Filed herewith. * Furnished herewith. ** Schedules have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule will be furnished to the Securities and Exchange Commission upon request. Item 16. Form 10-K Summary Not applicable. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CRITEO S.A. February 28, 2025 By: /s/ Michael Komasinski Michael Komasinski Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael Komasinski her or his attorney-in-fact, each with the power of substitution, for her or him in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitutes, may do or cause to be done by virtue of hereof. 83 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities and on the dates indicated below. Signature Title Date /s/ Michael Komasinski Chief Executive Officer and Director (Principal Executive Officer) February 28, 2025 Michael Komasinski /s/ Sarah Glickman Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) February 28, 2025 Sarah Glickman /s/ Nathalie Balla Director February 28, 2025 Nathalie Balla /s/ Marie Lalleman Director February 28, 2025 Marie Lalleman /s/ Edmond Mesrobian Director February 28, 2025 Edmond Mesrobian /s/ Hubert de Pesquidoux Director February 28, 2025 Hubert de Pesquidoux /s/ Rachel Picard Director February 28, 2025 Rachel Picard /s/ Frederik van der Kooi Director February 28, 2025 Frederik van der Kooi /s/ Ernst Teunissen Director February 28, 2025 Ernst Teunissen 84 Index to Consolidated Financial Statements Page Reports of Deloitte & Associés, Independent Registered Public Accounting Firm (PCAOB ID No. 1756 ) F-2 Consolidated Statements of Financial Position as of December 31, 2024 and 2023 F-4 Consolidated Statements of Income for the Years Ended December 31, 2024 , 2023 and 2022 F-5 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2024 , 2023 and 2022 F-6 Consolidated Statements of Changes in Shareholders' Equity for the Years Ended December 31, 2024 , 2023 and 2022 F-7 Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 , 2023 and 2022 F-8 Notes to the Consolidated Financial Statements F-9 F-2 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Criteo S.A. Opinion on the Financial Statements We have audited the accompanying consolidated statements of financial position of Criteo S.A. and subsidiaries (the “Company”) as of December 31, 2024 and 2023 , the related consolidated statements of income, comprehensive income, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2024 , and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023 , and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 , in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024 , based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 28, 2025, expressed an unqualified opinion on the Company's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which is relates. Revenue — Refer to Note 1 to the financial statements Critical Audit Matter Description The Company primarily generates revenue by delivering digital personalized display advertisements and by providing access to its online trading platform to brands, agencies and retailers for the monetization of digital advertising inventory. F-3 Display advertisements are generally sold based on a click or impression-based pricing model and revenue is recognized when an ad is clicked on or displayed to the end user. For the use of its online trading platform the Company charges a fee based on a percentage of working media spend, and recognizes revenue when digital advertising inventory is monetized through the platform. Because of the nature of the Company’s revenue, which is made up of a significant volume of low-dollar value transactions, sourced from multiple databases and other tools, the Company uses highly automated systems to process and record its revenue transactions. We identified revenue as a critical audit matter because the Company’s systems to process and record its revenue transactions are highly automated and thus required significantly more involvement and effort from our information technology (IT) internal specialist team to identify, test, and evaluate the Company’s system, software applications, and automated controls. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the Company’s systems to process revenue transactions included the following, among others: • With the assistance of our IT specialists, we: – Identified the relevant applications and systems used to process revenue transactions and tested the general IT controls over these applications and systems, including testing of user access controls, change management and data conversion controls, and Datacenter and Network Operations. – Performed testing of system interface controls and automated controls within the relevant revenue solutions, as well as the controls designed to address the occurrence, accuracy and completeness of revenue. • We tested internal controls within the revenue business process, including those in place to reconcile the various applications to the Company’s general ledger. • With the assistance of our data specialists, we tested the underlying data of the revenue transactions by agreeing the events recognized in the financial statements to the source transactional systems and tested the mathematical accuracy of the recorded revenue. /s/ Deloitte & Associés Paris-La Défense, France February 28, 2025 We have served as the Company's auditor since 2011. F-4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Criteo S.A. Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Criteo S.A. and subsidiaries (the “Company”) as of December 31, 2024 , based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024 , based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024 , of the Company and our report dated February 28, 2025, expressed an unqualified opinion on those financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Deloitte & Associés Paris-La Défense, France February 28, 2025 F-4 Criteo S.A. and subsidiaries Consolidated Statements of Financial Position Year Ended December 31, Notes 2024 2023 Assets (in thousands) Current assets: Cash and cash equivalents 5 $ 290,693 $ 336,341 Trade receivables, net of allowances of $ 28.6 million and $ 43.3 million as of December 31, 2024 and December 31, 2023 , respectively. 6 800,859 775,589 Income taxes 18 1,550 2,065 Other taxes 53,883 68,936 Other current assets 7 50,637 48,291 Restricted cash - current portion 5 250 75,000 Marketable securities - current portion 5 26,242 5,970 Total current assets 1,224,114 1,312,192 Property and equipment, net 8 107,222 126,494 Intangible assets, net 9 158,384 180,888 Goodwill 10 515,188 524,197 Right of use assets - operating leases 12 99,468 112,487 Marketable securities - noncurrent portion 5 15,584 16,575 Noncurrent financial assets 4,332 5,294 Other noncurrent assets 7 61,151 60,742 Deferred tax assets 18 81,006 52,680 Total noncurrent assets 1,042,335 1,079,357 Total assets $ 2,266,449 $ 2,391,549 Liabilities and shareholders' equity Current liabilities: Trade payables $ 802,524 $ 838,522 Contingencies - current portion 1,882 1,467 Income taxes 18 34,863 17,213 Financial liabilities - current portion 11 3,325 3,389 Lease liability - operating - current portion 12 25,812 35,398 Other taxes 19,148 26,289 Employee-related payables 109,227 113,287 Other current liabilities 13 49,819 104,552 Total current liabilities 1,046,600 1,140,117 Deferred tax liabilities 18 4,067 1,083 Retirement benefit obligation 15 4,709 4,123 Financial liabilities - noncurrent portion 11 297 77 Lease liability - operating - noncurrent portion 12 77,584 83,051 Contingencies - noncurrent portion 20 31,939 32,625 Other noncurrent liabilities 13 20,156 19,082 Total noncurrent liabilities 138,752 140,041 Total liabilities 1,185,352 1,280,158 Commitments and contingencies Shareholders' equity: Common shares, € 0.025 per value, 57,744,839 and 61,165,663 shares authorized, issued and outstanding at December 31, 2024 and December 31, 2023 , respectively. 1,931 2,023 Treasury stock, 3,467,417 and 5,400,572 shares at cost as of December 31, 2024 and December 31, 2023 , respectively. ( 125,298 ) ( 161,788 ) Additional paid-in capital 709,580 769,240 Accumulated other comprehensive income (loss) ( 108,768 ) ( 85,326 ) Retained earnings 571,744 555,456 Equity - attributable to shareholders of Criteo S.A. 1,049,189 1,079,605 Noncontrolling interests 31,908 31,786 Total equity 1,081,097 1,111,391 Total equity and liabilities $ 2,266,449 $ 2,391,549 The accompanying notes form an integral part of these consolidated financial statements. F-5 Criteo S.A. and subsidiaries Consolidated Statements of Income Year Ended December 31, Notes 2024 2023 2022 (in thousands, except share and per share data) Revenue $ 1,933,289 $ 1,949,445 $ 2,017,003 Cost of revenue Traffic acquisition costs 811,806 926,839 1,088,779 Other cost of revenue 138,512 159,562 133,024 Gross profit 982,971 863,044 795,200 Operating expenses: Research and development expenses 279,341 242,289 187,596 Sales and operations expenses 376,090 406,012 377,996 General and administrative expenses 176,138 137,525 205,330 Total operating expenses 831,569 785,826 770,922 Income from operations 151,402 77,218 24,278 Financial and Other Income (Expense) 17 3,095 ( 2,490 ) 17,783 Income before taxes 154,497 74,728 42,061 Provision for income taxes 18 39,784 20,084 31,186 Net income $ 114,713 $ 54,644 $ 10,875 Net income available to shareholders of Criteo S.A. $ 111,571 $ 53,259 $ 8,952 Net income available to noncontrolling interests $ 3,142 $ 1,385 $ 1,923 Net income allocated to shareholders per share: Basic 19 $ 2.04 $ 0.95 $ 0.15 Diluted 19 $ 1.90 $ 0.88 $ 0.14 Weighted average shares outstanding used in computing per share amounts: Basic 19 54,817,136 56,170,658 60,004,707 Diluted 19 58,605,529 60,231,627 62,760,198 The accompanying notes form an integral part of these consolidated financial statements. F-6 Criteo S.A. and subsidiaries Consolidated Statements of Comprehensive Income Year Ended December 31, 2024 2023 2022 (in thousands) Net income $ 114,713 $ 54,644 $ 10,875 Other comprehensive income (loss): Foreign currency translation differences, net of taxes ( 26,701 ) 4,153 ( 59,001 ) Foreign currency translation differences ( 26,701 ) 4,153 ( 59,001 ) Income tax effect — — — Actuarial gains on employee benefits, net of taxes ( 187 ) 264 2,969 Actuarial (loss) gain on employee benefits ( 214 ) 294 3,311 Income tax effect 27 ( 30 ) ( 342 ) Comprehensive income (loss) 87,825 59,061 ( 45,157 ) Attributable to shareholders of Criteo S.A. 88,126 59,874 ( 40,721 ) Attributable to non-controlling interests $ ( 301 ) $ ( 813 ) $ ( 4,436 ) The accompanying notes form an integral part of these consolidated financial statements. F-7 Criteo S.A. and subsidiaries Consolidated Statements of Changes in Shareholders’ Equity Share capital Treasury stock Additional paid-in capital Accumulated other comprehensi ve (loss) income Retained earnings Equity - attributable to shareholders of Criteo S.A. Noncontrollin g interests Total equity (in thousands, except share data) (Common shares) (Shares) Balance at January 1, 2022 65,883,347 $ 2,149 ( 5,207,873 ) $ ( 131,560 ) $ 731,248 $ ( 40,294 ) $ 601,588 $ 1,163,131 $ 35,189 $ 1,198,320 Net income — — — — — — 8,952 8,952 1,923 10,875 Other comprehensive income (loss) — — — — — ( 51,596 ) — ( 51,596 ) ( 4,436 ) ( 56,032 ) Issuance of ordinary shares 97,767 2 — — 429 — — 431 — 431 Change in treasury stock (1) ( 2,732,386 ) ( 72 ) ( 777,231 ) ( 42,733 ) ( 59,984 ) — ( 32,896 ) ( 135,685 ) — ( 135,685 ) Shared-based compensation — — — — 62,782 — — 62,782 389 63,171 Other changes in equity — — — — 17 — 9 26 — 26 Balance at December 31, 2022 63,248,728 $ 2,079 ( 5,985,104 ) $ ( 174,293 ) $ 734,492 $ ( 91,890 ) $ 577,653 $ 1,048,041 $ 33,065 $ 1,081,106 Net income — — — — — — 53,259 53,259 1,385 54,644 Other comprehensive income (loss) — — — — — 6,616 — 6,616 ( 2,199 ) 4,417 Issuance of ordinary shares 101,935 3 — — 1,945 — — 1,948 — 1,948 Change in treasury stock (2) ( 2,185,000 ) ( 59 ) 584,532 12,505 ( 62,429 ) — ( 75,506 ) ( 125,489 ) — ( 125,489 ) Shared-based compensation — — — — 95,236 — — 95,236 27 95,263 Other changes in equity — — — — ( 4 ) ( 52 ) 50 ( 6 ) ( 492 ) ( 498 ) Balance at December 31, 2023 61,165,663 $ 2,023 ( 5,400,572 ) $ ( 161,788 ) $ 769,240 $ ( 85,326 ) $ 555,456 $ 1,079,605 $ 31,786 $ 1,111,391 Net income — — — — — — 111,571 111,571 3,142 114,713 Other comprehensive income (loss) — — — — — ( 23,446 ) — ( 23,446 ) ( 3,442 ) ( 26,888 ) Issuance of ordinary shares 169,176 4 — — 4,546 — — 4,550 — 4,550 Change in treasury stock (3) ( 3,590,000 ) ( 96 ) 1,933,155 36,490 ( 168,781 ) — ( 92,211 ) ( 224,598 ) — ( 224,598 ) Shared-based compensation — — — — 104,575 — — 104,575 216 104,791 Other changes in equity — — — — — 4 ( 3,072 ) ( 3,068 ) 206 ( 2,862 ) Balance at December 31, 2024 57,744,839 $ 1,931 ( 3,467,417 ) $ ( 125,298 ) $ 709,580 $ ( 108,768 ) $ 571,744 $ 1,049,189 $ 31,908 $ 1,081,097 (1) On February 3, 2022 Criteo's Board of Directors extended a share repurchase program of up to $ 280.0 million of the Company's outstanding American Depositary Shares. The change in treasury stocks is comprised of 5,135,359 shares repurchased at an average price of $ 26.43 offset by 1,625,742 treasury shares used for RSUs vesting and 2,732,386 treasury shares cancelled. (2) On December 7, 2023, Criteo's Board of Directors extended a share repurchase program to up to $ 480.0 million of the Company's outstanding American Depositary Shares. The change in treasury stocks is comprised of 4,286,624 shares repurchased at an average price of $ 30.0 offset by 1,679,674 treasury shares used for RSUs vesting, by 1,006,482 treasury shares used for LUSs vesting and by 2,185,000 treasury shares cancelled. (3) On February 1, 2024, Criteo's board of directors authorized an extension of the share repurchase program to up to $ 630.0 million of the Company's outstanding American Depositary Shares. The change in treasury stocks is comprised of 5,976,764 shares repurchased at an average price of $ 37.6 offset by 2,366,158 treasury shares used for RSUs vesting, by 1,953,761 treasury shares used for LUSs vesting and by 3,590,000 treasury shares cancelled. The accompanying notes form an integral part of these consolidated financial statements. F-8 Criteo S.A. and subsidiaries Consolidated Statements of Cash Flows Year Ended December 31, 2024 2023 2022 (in thousands) Cash flows from operating activities Net income $ 114,713 $ 54,644 $ 10,875 Non-cash and non-operating items 192,118 103,369 185,029 Amortization and provisions 87,754 72,336 150,261 Payment for contingent liability on regulatory matters — ( 43,334 ) — Equity awards compensation expense 106,613 97,185 65,034 Net loss (gain) on disposal of noncurrent assets 1,918 ( 7,929 ) ( 194 ) Change in uncertain tax positions 1,757 ( 880 ) 412 Net change in fair value of Earn-out 1,007 2,344 771 Change in deferred taxes ( 26,040 ) ( 23,588 ) 3,602 Change in income taxes 19,389 4,424 ( 10,952 ) Other ( 280 ) 2,811 ( 23,905 ) Changes in assets and liabilities ( 48,670 ) 66,233 60,081 (Increase) / Decrease in trade receivables ( 28,516 ) ( 56,344 ) ( 41,910 ) Increase / (Decrease) in trade payables ( 17,160 ) 87,937 133,792 (Increase) / Decrease in other current assets 10,142 ( 5,616 ) ( 14,687 ) Increase / (Decrease) in other current liabilities ( 11,314 ) 40,952 ( 17,862 ) Change in operating lease liabilities and right of use assets ( 1,822 ) ( 696 ) 748 Net cash provided by operating activities 258,161 224,246 255,985 Cash flows from investing activities Acquisition of intangibles assets, property and equipment ( 78,112 ) ( 116,115 ) ( 63,815 ) Disposal of intangibles assets, property and equipment 1,476 1,804 7,970 Proceeds from disposal of investments — 8,847 — Payment for businesses, net of cash acquired ( 527 ) ( 6,825 ) ( 138,027 ) Purchases of marketable securities ( 26,688 ) ( 22,471 ) ( 19,373 ) Maturities and sales of marketable securities 5,950 26,048 47,126 Net cash used in investing activities ( 97,901 ) ( 108,712 ) ( 166,119 ) Cash flows from financing activities Proceeds from borrowings under line-of-credit agreement — — 78,513 Repayment of borrowings under line-of-credit agreement — — ( 78,513 ) Proceeds from capital increase 4,550 1,945 1,028 Repurchase of treasury stocks ( 224,595 ) ( 125,489 ) ( 135,685 ) Change in other financial liabilities — 235 ( 265 ) Cash payment for contingent consideration ( 51,983 ) ( 22,025 ) — Other financing activities 1,529 ( 1,920 ) 21,878 Net cash used in financing activities ( 270,499 ) ( 147,254 ) ( 113,044 ) Effect of exchange rate changes on cash and cash equivalents and restricted cash ( 10,159 ) ( 5,139 ) ( 44,148 ) Net increase (decrease) in cash and cash equivalents and restricted cash ( 120,398 ) ( 36,859 ) ( 67,326 ) Net cash and cash equivalents and restricted cash at the beginning of the period 411,341 448,200 515,526 Net cash and cash equivalents and restricted cash at the end of the period $ 290,943 $ 411,341 $ 448,200 Supplemental cash flow information Cash paid for taxes, net of refunds $ ( 40,705 ) $ ( 40,127 ) $ ( 38,124 ) Cash paid for interest, net of amounts capitalized $ ( 1,360 ) $ ( 1,539 ) $ ( 1,298 ) Non-cash investing and financing activities: Intangible assets, property and equipment acquired through payables $ 1,758 $ 3,346 $ 25,414 The accompanying notes form an integral part of these consolidated financial statements. F-9 Notes to the Consolidated Financial Statements Criteo S.A. was initially incorporated as a société par actions simplifiée, or S.A.S., under the laws of the French Republic on November 3, 2005, for a period of 99 years and subsequently converted to a société anonyme, or S.A. We are a global technology company that enables marketers and media owners to drive better commerce outcomes through the world’s leading Commerce Media Platform. We 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 from the world’s marketers and media owners. We are leading the way in commerce media — a new approach to advertising that combines commerce data and machine learning to target consumers throughout their shopping journey and help marketers and media owners drive commerce outcomes (sales, leads, advertising revenue). Our strategy is to help marketers and media owners activate 1st-party, privacy-safe data and drive better commerce outcomes through our Commerce Media Platform, which includes a suite of products: • that offer marketers (brands, retailers, and agencies) the ability to easily reach consumers anywhere throughout their shopping journey and measure their advertising campaigns • that offer media owners (publishers and retailers) the ability to monetize their advertising and promotions inventory for commerce anywhere where consumers spend their time • that are underpinned by our advanced AI engine, analyzing large sets of commerce data in real-time to drive hyper personalization and budget efficiency. In these notes, Criteo S.A. is referred to as the "Parent" company and together with its subsidiaries, collectively, as "Criteo," the "Company," the "Group," or "we". F-10 Note 1. Principles and Accounting Methods Basis of Pres entation We prepared the consolidated financial statements in accordance with the U.S. generally accepted accounting principles ("GAAP"). The consolidated financial statements include the accounts of Criteo S.A. and its subsidiaries where we have controlling financial interests. I ntercompany transactions and balances have been eliminated . The table below presents at each period’s end and for all entities included in the consolidation scope the following information: the country of incorporation and the percentage of voting rights and ownership interests. 2024 2023 Country Voting rights Ownership Interest Voting rights Ownership Interest Consolidation Method Parent company Criteo S.A France 100 % 100 % 100 % 100 % Parent company French subsidiaries Criteo France SAS France 100 % 100 % 100 % 100 % Fully consolidated Criteo Technology France 100 % 100 % 100 % 100 % Fully consolidated Foreign subsidiaries Criteo Ltd United Kingdom 100 % 100 % 100 % 100 % Fully consolidated Criteo Corp. United States 100 % 100 % 100 % 100 % Fully consolidated Doobe In Site Ltd. Israel 100 % 100 % 100 % 100 % Fully consolidated Criteo GmbH Germany 100 % 100 % 100 % 100 % Fully consolidated Criteo Nordics AB Sweden 100 % 100 % 100 % 100 % Fully consolidated Criteo Korea Ltd. Korea 100 % 100 % 100 % 100 % Fully consolidated Criteo KK Japan 66 % 66 % 66 % 66 % Fully consolidated Criteo do Brasil Desenvolvimento De Serviços De Internet Ltda. Brazil 100 % 100 % 100 % 100 % Fully consolidated Criteo BV The Netherlands 100 % 100 % 100 % 100 % Fully consolidated Criteo Australia Pty Ltd Australia 100 % 100 % 100 % 100 % Fully consolidated Criteo Srl Italy 100 % 100 % 100 % 100 % Fully consolidated Criteo Advertising (Beijing) Co. Ltd China 100 % 100 % 100 % 100 % Fully consolidated Brandcrush Pty Ltd Australia 100 % 100 % 100 % 100 % Fully consolidated Criteo Singapore Pte. Ltd. Singapore 100 % 100 % 100 % 100 % Fully consolidated Criteo LLC Russia 100 % 100 % 100 % 100 % Fully consolidated Criteo Europa MM S.L. Spain 100 % 100 % 100 % 100 % Fully consolidated Criteo España S.L. Spain 100 % 100 % 100 % 100 % Fully consolidated Criteo Canada Corp. Canada 100 % 100 % 100 % 100 % Fully consolidated Criteo Reklamcılık Hizmetleri ve Ticaret Anonim Şirketi Turkey 100 % 100 % 100 % 100 % Fully consolidated Criteo MEA FZ-LLC United Arab Emirates 100 % 100 % 100 % 100 % Fully consolidated Criteo India Private Limited India 100 % 100 % 100 % 100 % Fully consolidated Bidswitch GmbH Switzerland 100 % 100 % 100 % 100 % Fully consolidated Bidswitch Inc. United States 100 % 100 % 100 % 100 % Fully consolidated Iponweb GmbH Switzerland 100 % 100 % 100 % 100 % Fully consolidated Iponweb GmbH (1) Deutschland — % — % 100 % 100 % Fully consolidated Iponweb Limited United Kingdom 100 % 100 % 100 % 100 % Fully consolidated Iponweb Labs Limited Cyprus 100 % 100 % 100 % 100 % Fully consolidated The MediaGrid Inc. United States 100 % 100 % 100 % 100 % Fully consolidated Iponweb Labs LLC Armenia 100 % 100 % 100 % 100 % Fully consolidated Criteo Technology SRL Romania 100 % 100 % — % — % Fully consolidated (1) Merged with Criteo GmbH. F-11 Functional Currency and Translation of Financial Statements in Foreign Currency The Consolidated Financial Statements are presented in U.S. dollars, which differs from the functional currency of the Parent, 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 statements of income, statements of comprehensive income and statements 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 (loss)” in the Consolidated Statements of Changes in Shareholders' Equity. Conversion of Foreign Currency Transactions Foreign currency transactions are converted to U.S. dollars at the rate of exchange applicable on the transaction date. At period-end, foreign currency monetary assets and liabilities are converted at the rate of exchange prevailing on that date. The resulting exchange gains or losses are recorded in the Consolidated Statements of Income in “Other financial income (expense)” with the exception of exchange differences arising from monetary items that form part of the reporting entity’s net investment in a foreign operation which are recognized in other comprehensive income (loss); they will be recognized in profit or loss on disposal of the net investment. Use of Estimates The preparation of our Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of revenue and expenses during the period. 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. Actual results could differ from these estimates. On an on-going basis, management evaluates its estimates, primarily those related to: (1) revenue recognition (2) income taxes, (3) assumptions used in the valuation of long-lived assets including intangible assets, and goodwill, (4) assumptions surrounding the recognition and valuation of contingent liabilities and losses. 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 . This change in accounting estimate will be effective beginning fiscal year 2025. Operating Segments We report our financial results based on two reportable segments: Retail Media and Performance Media. The reported segment information is based on internal management data used for business performance analysis and resource allocation, following the management approach. An operating segment is a component of the Company for which separate financial information is available that is evaluated regularly by our Chief Operating Decision Maker ("CODM") in deciding how to allocate resources and assessing performance. Beginning in 2024, as a result of the integration of the Iponweb acquisition, the Company has changed its segment reporting structure to two reportable segments: Retail Media and Performance Media, which combines our former Marketing Solutions and Iponweb segments, to align with a change in how the CODM, our Chief Executive Officer (CEO), allocates resources and assesses performance. As such, prior period segment results and related disclosures have been conformed to reflect the Company’s current reportable segments. This change did not impact our results of operations, financial position, or cash flows. Refer to Note 4 for further discussion. Business combinations We include the results of operations of the businesses that we acquire as of the acquisition date. We allocate the purchase price of our acquisitions to the assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase price over the fair values of these identifiable assets and liabilities is recorded as goodwill. Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred. F-12 Internally Developed Software and Software as a Service Intangible assets include costs to develop software to be used solely to meet internal needs and cloud based applications used to deliver our services. We capitalize development costs related to these software applications once the preliminary project stage is complete and it is probable that the project will be completed and the software will be used to perform the function i ntended. Amortization of these costs begins when the assets are placed in service and is calculated on a straight-line basis over their lives, generally estimated at three years . Internally developed software and software in progress are periodically reviewed for impairment. Internally developed software deemed no longer in use due to replacements or strategic business decisions are assessed for impairment. The fair value is determined using a future cash flow model. Projects no longer deemed probable of completion are recorded to impairment expense in the period the project is identified as no longer probable of completion. Impairment losses are recorded as Research and Development expense in the Consolidated Statement of Income. Cloud computing arrangements (“CCAs”), such as software as a service ("SaaS") and other hosting arrangements, are evaluated for capitalized implementation costs in a similar manner as capitalized software development costs. If a CCA includes a software license, the software license element of the arrangement is accounted for in a manner consistent with the acquisition of other software licenses. If a CCA does not include a software license, the service element of the arrangement is accounted for as a service contract. The Company capitalizes certain implementation costs for its CCAs that are service contracts, which are included in other current assets. The Company amortizes capitalized implementation costs in a CCA over the life of the service contract. Property and Equipment Property and equipment are accounted for at acquisition cost less cumulative depreciation and any impairment loss. Depreciation is calculated on a straight-line basis over the assets’ estimated useful lives. Management determines the appropriate useful life of property and equipment when those assets are initially recognized and it is routinely reviewed. Our current estimate of useful lives represents the best estimate based on current facts and circumstances, but may differ from the actual useful lives due to changes to our business operations, changes in the planned use of assets, and technological advancements. When we change the estimated useful life assumption for any asset, the remaining carrying amount of the asset is accounted for prospectively and depreciated or amortized over the revised estimated useful life. The estimated useful lives of property and equipment are described below: Servers....................................................................................................................................................... 5 years Furniture and IT equipments............................................................................................................... 3 to 5 years Leasehold improvements are depreciated over their useful life or over the lease term, whichever is shorter. The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset is impaired or the estimated useful life is no longer appropriate. If indicators of impairment exist and the undiscounted projected cash flows associated with an asset are less than the carrying amount of the asset, an impairment loss is recorded to write the asset down to its estimated fair value. Fair value is estimated based on discounted future cash flows. Goodwill and Acquired Intangible Assets Goodwill represents the excess of the aggregate purchase price paid over the fair value of the net tangible and intangible assets acquired. Intangible assets that are not considered to have an indefinite useful life are amortized over their useful lives. The Company evaluates the estimated remaining useful lives of purchased intangible assets and whether events or changes in circumstances warrant a revision to the remaining periods of amortization. Goodwill is not amortized and is tested for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The Company has determined that it operates as two reporting units. Goodwill has been allocated to these two reporting units using a relative fair value allocation approach. 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 for further information. F-13 In the impairment assessment of its goodwill, the Company performs an impairment test, which involves assumptions regarding estimated future cash flows of the Company. The estimated future cash flows are used to derive the fair value of the reporting unit, which is then compared to its net book value, including goodwill. If these estimates or their related assumptions change in the future, the Company may be required to record impairment on these assets. If the net book value exceeds its implied fair value, then the Company would be required to recognize an impairment loss in the Consolidated Statement of Income. Acquired intangible assets are accounted for at acquisition cost less cumulative amortization and any impairment loss. Acquired intangible assets are amortized over their estimated useful lives of three to nine years on a straight- line method. Intangible assets are reviewed for impairment whenever events or changes in circumstances such as, but not limited to, significant declines in revenue, earnings or cash flows or material adverse changes in the financial and economic environment indicate that the carrying amount of an asset may be impaired. Leases The Company leases space under noncancellable operating leases for offices and data centers. Office leases typically include rent free periods and rent escalation periods, and may also include leasehold improvement incentives. Leases for data centers may also include rent free periods and rent escalation periods. Both office and data center leases may contain both lease components (rent) and non-lease components (maintenance, electrical costs, and other service charges). Non-lease components are accounted for separately. Leases typically contain options to renew, and/or early terminate the lease. Options have been included in the lease term if management has determined it is reasonably certain that they will be exercised, at lease commencement. Operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of the leases do not provide an implicit rate, the Company uses its incremental borrowing rate at lease commencement to determine the present value of future payments. It is then adjusted in consideration of the currency of the lease and the lease term as of the lease commencement date. Lease expense is recognized for minimum lease payments on a straight-line basis over the lease term. Variable costs include changes in indexation and are expensed in the period incurred. Accounts Receivable The Company carries the accounts receivable at original invoiced amount less an allowance for any potential uncollectible amounts. Receivables are presented on a gross basis and are not netted against the payments we are required to make to advertising inventory publishers. The Company applies Financial Instruments-Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments, which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost that an entity does not expect to collect over the asset's contractual life, considering past events, current conditions, and reasonable and supportable forecasts of future economic conditions. For accounts receivable measured at amortized cost, the Company uses aging analysis, and probability of default methods to evaluating and estimating the expected credit losses. A receivable is considered past due if we have not received payments based on agreed-upon terms. Allowances for credit losses on trade receivables are recorded in “Sales and operations expenses” in the Consolidated Statements of Income. The Company generally does not require any security or collateral to support its receivables. Derivative financial instruments The Company buys and sells derivative financial instruments in order to manage and reduce exposure to the risk of exchange rate fluctuations. The Company only deals with major financial institutions. Financial instruments may only be classified as hedges when we can demonstrate and document the effectiveness of the hedging relationship at inception and throughout the life of the hedge. Generally, derivatives are not designated as hedging instruments and mainly consist of forward buying contracts that are use to hedge intercompany transactions and other monetary assets or liabilities denominated in currencies other than the local currency of a subsidiary. F-14 The Company recognizes gains and losses on these contracts, as well as the related costs in the financial income (expense), net, along with the foreign currency gains and losses on monetary assets and liabilities. The cash impact of the settlement of hedging derivatives in cash from (used for) financing activities is reported in the Consolidated Statements of Cash Flows. This results in the cash flows from derivative instruments to be classified in the same category as the underlying cash flows. Derivative instruments are considered level 2 financial instruments as they are measured using valuation techniques based on observable market data. Fair value measurements Fair value is defined as the market price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To determine the fair value measurements for assets and liabilities which are required to be recorded at fair value, observable inputs are given preference over unobservable inputs. Fair value measurements are based on the following hierarchy, which prioritizes the inputs used to measure fair value into three levels: • Level 1: fair value calculated using quoted prices in an active market for identical assets and liabilities • Level 2: fair value calculated using valuation techniques based on observable market data such as prices of similar assets and liabilities or parameters quoted in an active market • Level 3: fair value calculated using valuation techniques based wholly or partially on unobservable inputs such as prices in an active market or a valuation based on multiples for unlisted companies. Cash, Cash Equivalents and Marketable Securities Cash and cash equivalents are comprised of cash on deposit with banks, money market funds and other highly liquid investments such as demand deposits with banks for which the carrying value approximates fair value due to their short-term nature. Cash equivalents include short-term, highly liquid investments, with a remaining maturity at the date of purchase of three months or less, or with a maturity of more than three months that can be early withdrawn without significant penalty or foregoing of interest, for which the risk of changes in value is considered to be insignificant. We hold investments in marketable securities, consisting mainly of term deposits with banks, not meeting the cash equivalents definition. We classify marketable securities as either available-for-sale or held-to-maturity investments, depending on whether we have the positive intent and ability to hold the term deposits to maturity. Our available-for-sale investments are carried at estimated fair value with any unrealized gains and losses, net of taxes, included in accumulated other comprehensive income (loss) in stockholders' equity. Our held-to-maturity investments are carried at amortized cost, and are subject to impairment assessments. Interest income generated from held-to-maturity investments is recorded as financial income. Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, cash equivalents, marketable securities and accounts receivable. The Company’s cash, cash equivalents and marketable securities are held and foreign exchange contracts are transacted with major financial institutions that the Company's management has assessed to be of high credit quality. The Company has not experienced any losses in such accounts. The Company mitigates its credit risk with respect to accounts receivable by performing credit evaluations and monitoring agencies' and advertisers' accounts receivable balances. During the years ended December 31, 2024 , 2023 and 2022 , no individual customer represented 10% or more of revenue. Employee Benefits Depending on the laws and practices of the countries in which we operate, employees may be entitled to compensation when they retire or to a pension following their retirement. For state-managed plans and other defined contribution plans, we recognize them as expenses when they become payable, our commitment being limited to our contributions. F-15 The liability with respect to defined benefit plans is estimated using the following main assumptions: • discount rate; • future salary increases; • employee turnover; and • mortality tables. Service costs are recognized in profit or loss and are allocated by function. Actuarial gains and losses are recognized in other comprehensive income and subsequently amortized into the income statement over a specified period, which is generally the expected average remaining service period of the employees participating in the plan. Actuarial gains and losses arise as a result of changes in actuarial assumptions or experience adjustments (differences between the previous actuarial assumptions and what has actually occurred). Contingencies We are involved in legal proceedings, claims, and regulatory, tax or government inquiries and investigations that arise in the ordinary course of business. Certain of these matters might include speculative claims for substantial or indeterminate amounts of damages. With respect to these matters, asserted and unasserted, we evaluate the associated developments on a regular basis and accrue a liability when we believe that it is both probable that a loss has been incurred and 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 reasonably estimated, we disclose the possible loss in the accompanying notes to the consolidated financial statements to the extent material. We review the developments in our contingencies that could affect the amount of the provisions that have been previously recorded, and the matters and related reasonably possible losses disclosed. F-16 Revenue Recognition We sell personalized digital display advertisements featuring product-level recommendations either directly to clients or to advertising agencies. We also provide technology to retailers and other companies in the ad-tech industry which enables them to monetize on their advertising properties, or connect them to other players in the ad-tech industry. Revenue is recognized when control of the promised goods or services is transferred to our clients, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We determine revenue recognition by applying the following steps: • Identification of the contract, or contracts, with a customer; • Identification of the performance obligations in the contract; • Determination of the transaction price; • Allocation of the transaction price to the performance obligations in the contract; • Recognition of revenue when, or as, we satisfy a performance obligations. We recognize revenues when we transfer control of promised services directly to our clients in an amount that reflects the consideration to which we expect to be entitled to in exchange for those services. Our pricing models include click and impression based pricing, and percentage of spend based pricing. Click and impression based pricing model For campaigns priced on a click or an impression basis, we bill our clients when a user clicks on an advertisement or an advertisement is displayed to a user. For these pricing models, we recognize revenue when a user clicks on an advertisement or an advertisement is displayed, as we consider the delivery of clicks or displays our performance obligation. Percentage of spend model Criteo offers an online trading platform through which brands, agencies, retailers, and supplier can buy and sell digital advertising inventory. Our platform connects sellers and buyers of media inventory in an online marketplace where suppliers provide advertising inventory to the platform and brands and agencies can submit bid requests on digital advertising inventory. The total volume of spending between buyers and sellers on the Company's platform is referred to as working media spend. We charge a fee based on a percentage of working media spend, for the use of our platform. We recognize revenues when customers buy and sell digital advertising inventory through our platform.We also generate revenue through providing additional professional services to our customers, such as billing and administrative services, campaign management, and other transactional services. For performance obligations satisfied over time, we recognize revenue based on a percentage of completion model measured by the outputs transferred to the customer. Principal versus Agent Considerations When a third-party is involved in the delivery of our services to the client, through the supply of digital advertising inventory, we assess whether we act as principal or agent in the arrangement based on the degree we control the specified services before they are transferred to the customer. To determine whether we are acting as a principal or an agent we assess whether (i) we control the advertising inventory before it is transferred to our clients; (ii) we bear sole responsibility in fulfillment of the advertising promise and bear inventory risks and (iii) we have full discretion in establishing prices. If we determine that we control the service before transferring it to the customer, we conclude we act as principal and accordingly report the revenue earned and related costs incurred on a gross basis. For all other contracts where we do not control the service before transferring to the end customer, we act as an agent and accordingly report the revenue net of related costs incurred. The determination of whether we are acting as principal or agent requires judgment. In our Performance Media segment, we may act as principal or agent depending on the nature of the contract. In our Retail Media segment we act primarily as agent in our Retail Media segment Rebates and Incentives Criteo offers rebates and incentives to certain customers that could be either fixed or variable. Fixed incentives may represent payments to a customer directly related to entering into an agreement, which are capitalized and amortized over the expected life of the agreement on a straight-line basis. F-17 Variable rebates and incentives are calculated based on expected amount to be provided to customers and they are recognized as a reduction of revenue. We calculate these amounts based upon estimated customer performance, such as volume thresholds, and the terms of the related business agreements. Contract Assets and Liabilities We record contract liabilities when cash payments are received or due in advance of our performance. Our payment terms vary depending on the service or the type of customer. For certain customers, we require payment before the services are delivered. . We record contract assets when we do not yet have unconditional rights to payment. Contract assets and liabilities are presented on a net basis at the contract level. Practical Expedients We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. We generally expense sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within sales and operating expenses. C ost of Revenue Our cost of revenue primarily 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, primarily for the Performance Media segment. We purchase impressions directly from publishers or third-party intermediaries, such as advertisement exchanges. 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. 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 revenu e. Operating Expenses The Company categorizes its operating expenses into three functional categories: research and development, sales and operations, and general and administrative expenses. 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 (CIR) that is conditional upon the level of our expenditures in research and development. The CIR offsets the income tax to be paid and the remaining portion (if any) can be refunded at the end of a three-fiscal year period. The CIR is calculated based on the claimed volume of eligible R&D expenditures. It is deducted from "Research and development expenses" in the Consolidated Statements of Income. As of December 31, 2024 , 2023 , and 2022 , we recorde d $ 7.2 million , $ 9.5 million , and $ 14.7 million of CIR tax credits against these expenses. 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. F-18 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. Advertising and Promotional Expenses Advertising costs are expensed when incurred and are included in marketing and sales expenses on the consolidated statements of income. We incurred advertising expenses o f $ 1.9 million , $ 1.7 million , and $ 7.6 million for the years ended December 31, 2024 , 2023 , and 2022 , respectiv ely. Share-Based Compensation Share-based compensation expense consists of the company's restricted stock units (RSUs), and performance stock units (PSUs) expense and Lock Up Shares "LUS" expense. RSUs and PSUs granted to employees are measured based on the grant-date fair value. The PSUs expense is updated to reflect the Company’s expectation of the likelihood of meeting the performance conditions of the granted instrument. In general, our RSUs and PSUs vest over a service period of four years . LUS were issued to Iponweb seller as partial consideration for the Iponweb Acquisition. Share-based compensation expense is generally recognized based on the straight-line basis over the requisite service period. We account for forfeitures as they occur. Financial and Other Income (Expense) Financial and other income (expense) consists of investment gains and losses, foreign currency exchange differences, and interest income and expenses. Income Taxes Income taxes are accounted for under the asset and liability method of accounting. Deferred taxes are recorded on all temporary differences between the financial reporting and tax bases of assets and liabilities, and on tax losses, using the liability method. Differences are defined as temporary when they are expected to reverse within a foreseeable future. We may only recognize deferred tax assets on net operating losses if, based on the projected taxable incomes within the next three years, we determine that it is probable that future taxable profit will be available against which the unused tax losses and tax credits can be utilized. As a result, 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 deferred tax assets, which would have an impact on our financial results. Tax assets and liabilities are not discounted. Amounts recognized in the Consolidated Financial Statements are calculated at the level of each tax entity included in the consolidation scope. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in the period that such tax rate changes are enacted. The U.S. Research Tax Credit is a U.S. tax credit to incentivize research and development activities in the U.S. Qualifying R&D expenses generating a tax credit which may be used to offset future taxable income once all net operating losses and foreign tax credits have been used. It is not refundable and as such, considered in the scope of ASC 740 as a component of income tax expense. We have exclusively claimed R&D performed in the U.S. for purposes of the U.S. Research Tax Credit. Uncertain Tax Positions We record uncertain tax positions on the basis of a two-step process in which determinations are made (i) whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with a tax authority. We recognize interest and penalties related to unrecognized tax benefits on the income tax expense line in our consolidated statement of operations. Accrued interest and penalties are included on the related tax liability line in the consolidated balance sheet. F-19 Earnings Per Share Basic earnings per share (“EPS”) is calculated by dividing the net income attributable to shareholders of the Parent by the weighted average number of shares outstanding. The weighted average number of shares outstanding is calculated according to movements in share capital. In addition, we calculate diluted earnings per share by dividing the net income attributable to shareholders of the Parent company, Criteo S.A. by the weighted average number of shares outstanding plus any potentially dilutive shares not yet issued. When the statement of income presents a loss position, basic net loss is the same as diluted net loss per share as the inclusion of all potential shares of common stock outstanding would be anti-dilutive. Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. In 2024, the Company changed the presentation of value-added tax ("VAT") receivables and payables within Other taxes in the Consolidated Statement of Financial Position from a gross to a net presentation. VAT receivables are netted with VAT payables within the same jurisdiction when there is a legal right to offset and the Company has the intent to settle on a net basis. For the fiscal year ended December 31, 2023, this change resulted in a reclassification of $ 40.4 million betwe en Other Taxes Receivables and Other Taxes Payable. The reclassification had no impact on net income, comprehensive income, or shareholders’ equity. Recently Adopted Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (FASB) Issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures. The ASU requires that an entity disclose significant segment expenses impacting profit and loss that are regularly provided to the CODM. The adoption of this ASU did not have a material impact on our consolidated financial statements. Accounting Pronouncements Not Yet Adopted In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which improves the transparency of income tax disclosures. The standard requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid. The new standard is effective for annual periods beginning after December 15, 2024. We do not expect the adoption of this standard to have a material impact on our consolidated financial statements. In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income— Expense Disaggregation Disclosures, which requires disaggregated disclosure of income statement expenses. This standard is effective for annual periods beginning after December 15, 2026, with early adoption permitted. We do not expect the adoption of this standard to have a material impact on our consolidated financial statements. F-20 Note 2. Business Combinations Brandcrush On February 28, 2023, we completed the acquisition of all of the outstanding shares of Brandcrush Pty Ltd. ("Brandcrush"). The purchase price for the acquisition of shares was $ 7.1 million . The acquisition was financed by available cash resources. The transaction has been accounted for as a business combination under the acquisition method of accounting. The purchase price allocation has been completed and resulted in the recognition of intangible assets related to technology of $ 3.5 million and goodwill of $ 5.0 million . In addition, acquisition costs amounting to $ 0.7 million were fully expensed as incurred. Note 3. Restructuring 2024 Restructuring In April 2024, we implemented several measures to pursue greater efficiency, including planned layoffs to further reduce our company size by approximately 100 employees ("2024 Restructuring Plan"). Impacted employees in our sales, technology, and business groups were notified during April 2024 to July 2024. As of December 31, 2024, we have completed these employee layoffs. The Company incurred restructuring costs o f $ 8.5 million for th e year ended December 31, 2024. The following table summarizes those restructuring activities as of December 31, 2024 included in other current liabilities on the balance sheet: Salaries and other benefits (in thousands) Restructuring liability as of January 1, 2024 $ — Restructuring charge 8,478 Amounts paid ( 8,165 ) Restructuring liability as of December 31, 2024 $ 313 For the year ended December 31, 2024 $ 1.9 million was included in Research and Development expenses , $ 5.0 million was included in General and Administrative expenses and $ 1.6 million was included in Sales and Operations expenses . 2023 Restructuring In February 2023, we announced planned layoffs to reduce our company size by approximately 250 employees across the Retail Media and Performance Media segments ("2023 Restructuring Plan"). Impacted employees in our sales, technology, and business groups were notified during February 2023 and March 2023. As of December 31, 2023, we have completed these employee layoffs. The Company incurred restructuring costs of $ 23.0 million for the year ended December 31, 2023. The following table summarizes restructuring activities as of December 31, 2023 included in other current liabilities on the balance sheet: F-21 Salaries and other benefits (in thousands) Restructuring liability as of January 1, 2023 $ — Restructuring charge 22,963 Amounts paid ( 18,591 ) Restructuring liability as of December 31, 2023 $ 4,372 For the year ended December 31,2023 $ 3.5 million , was included in Research and Development expenses , $ 5.6 million , was included in General and Administrative expenses $ 13.9 million was included in Sales and Operations expenses . The restructuring liability for the 2023 Restructuring Plan was fully paid in the year ended December 31, 2024. Note 4. Segment information The Company reports segment information based on the management approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of the Company's reportable segments. Beginning in the first quarter of 2024, the Company reports its results of operations through the following two segments: Retail Media and Performance Media. – Retail Media: This segment allows retailers to generate advertising revenues from consumer brands, and/or to drive sales for themselves, by monetizing their data and audiences through personalized ads, either on their own digital property or on the open Internet, that address multiple marketing goals. – Performance Media: This segment encompasses commerce activation, monetization, and AdTech services including our media trading marketplace . The Company's CODM allocates resources to and assesses the performance of each operating segment using information about Contribution ex-TAC, which is Criteo's segment profitability measure and reflects our gross profit plus other costs of revenue The CODM only reviews revenues and corresponding TAC for each segment, and does not regularly review any other expense nor financial information for our two segments. T he following table shows revenue by reportable segment : Year Ended December 31, 2024 2023 2022 (in thousands) Retail Media $ 258,303 $ 209,007 $ 202,317 Performance Media 1,674,986 1,740,438 1,814,686 Total Revenue $ 1,933,289 $ 1,949,445 $ 2,017,003 F-22 The following table shows TAC by reportable segment: Year Ended December 31, 2024 2023 2022 (in thousands) Retail Media $ 4,457 $ 5,547 $ 40,957 Performance Media 807,349 921,292 1,047,822 Total Traffic Acquisition Cost $ 811,806 $ 926,839 $ 1,088,779 The following table shows Contribution ex-TAC by reportable segment and its reconciliation to the Company’s Consolidated Statements of Operation: Year Ended December 31, 2024 2023 2022 (in thousands) Contribution ex-TAC Retail Media $ 253,846 $ 203,460 $ 161,360 Performance Media 867,637 819,146 766,864 $ 1,121,483 $ 1,022,606 $ 928,224 Other costs of sales 138,512 159,562 133,024 Gross profit $ 982,971 $ 863,044 $ 795,200 Operating expenses Research and development expenses 279,341 242,289 187,596 Sales and operations expenses 376,090 406,012 377,996 General and administrative expenses 176,138 137,525 205,330 Total Operating expenses $ 831,569 $ 785,826 $ 770,922 Income from operations $ 151,402 $ 77,218 $ 24,278 Financial and Other Income (Expense) 3,095 ( 2,490 ) 17,783 Income before tax $ 154,497 $ 74,728 $ 42,061 F-23 Note 5. Cash, Cash Equivalents, Marketable Securities and Restricted Cash Fair value measurements The following tables summarize our assets measured at fair value on a recurring basis and the classification by level of input within the fair value hierarchy: Year Ended December 31, 2024 2023 Cash and Cash Equivalents (in thousands) Level 1 Cash $ 251,452 $ 285,518 Money market funds 12,479 11,054 Level 2 Term deposits and notes 26,762 39,769 Total $ 290,693 $ 336,341 Marketable Securities The following table presents for each reporting period, the breakdown of marketable securities: Year Ended December 31, 2024 2023 (in thousands) Securities Held-to-maturity Term Deposits $ 41,826 $ 22,545 Total $ 41,826 $ 22,545 The gross unrealized gains or (loss) on our marketable securities were not material as of December 31, 2024 , 2023 and 2022 . For our marketable securities, the fair value approximates the carrying amount, given the nature of the term deposit and the maturity of the expected cash flows. The following table classifies our marketable securities by contractual maturities: Held-to-maturity December 31, 2024 (in thousands) Due in one year $ 26,242 From one to five years 15,584 Total $ 41,826 F-24 Restricted Cash As part of the Iponweb Acquisition in August 2022, the Company had $ 100.0 million of restricted cas h related to an escrow account held for the potential payment of the Iponweb Acquisition contingent consideration to the Sellers, which was subject to the achievement of certain revenue targets by the Iponweb business for the 2022 and 2023 fiscal years. During the years 2024 and 2023, the Company paid contingent consideration o f $ 54.6 million and $ 22.0 million , respectively. The balance of $ 20.4 million was released from escrow and is classified as Cash and Cash Equivalents in the Consolidated Statements of Financial Position as of December 31, 2024. December 31, 2024 December 31, 2023 (in thousands) Restricted cash – current $ 250 $ 75,000 Total $ 250 $ 75,000 F-25 Note 6. Trade Receivables The following table shows the breakdown in trade receivables net carrying value for the presented periods: Year Ended December 31, 2024 2023 (in thousands) Trade accounts receivables $ 829,462 $ 818,937 (Less) Allowance for doubtful accounts ( 28,603 ) ( 43,348 ) Net carrying value at end of period $ 800,859 $ 775,589 Changes in allowance for doubtful accounts are summarized below: Year Ended December 31, 2024 2023 2022 (in thousands) Balance at beginning of period $ ( 43,348 ) $ ( 47,792 ) $ ( 45,391 ) Provision for doubtful accounts ( 12,910 ) ( 15,709 ) ( 18,641 ) Write-offs, net of recoveries 26,695 21,027 19,370 Increase due to acquisition — — ( 4,733 ) Currency translation adjustment 960 ( 874 ) 1,603 Balance at end of period $ ( 28,603 ) $ ( 43,348 ) $ ( 47,792 ) Accounts receivable balances are written-off once the receivables are no longer deemed collectible. During the years ended December 31, 2024 , 2023 and 2022, the Company recovered $ 7.6 million , $ 1.4 million and $ 3.2 million , previously reserved for, and accounted for this as a reversal of provision. Note 7. Other Current and Noncurrent Assets The following table shows the breakdown in other current assets : Year Ended December 31, 2024 2023 (in thousands) Prepaid expenses $ 29,582 $ 32,858 Prepayments to suppliers 10,997 7,499 Other current assets 10,058 7,934 Total $ 50,637 $ 48,291 Prepaid expenses mainly consist of costs related to SaaS arrangements and licenses. Other noncurrent assets for 2024 and 2023 of $ 61.2 million and $ 60.7 million ar e primarily comprised of the indemnification asset of $ 50.0 million recorded against certain tax liabilities related to the Iponweb Acquisition. F-26 Note 8. Property and Equipment, Net Major classes of property and equipment were as follows: Year Ended December 31, 2024 2023 (in thousands) Computer equipment $ 282,703 $ 299,012 Furniture and fixtures 5,419 9,254 Construction in progress (1) 876 46,576 Leasehold improvements 20,728 17,738 Gross book value at end of period 309,726 372,580 Less: Accumulated depreciation ( 202,504 ) ( 246,086 ) Net book value at end of period $ 107,222 $ 126,494 (1) includes leasehold improvements projects which are not yet ready for the intended use. Depreciation expense for 2024 , 2023 and 2022 was $ 41.1 million , $ 51.4 million and $ 55.6 million , respectively. Note 9. Intangible assets The following table shows the breakdown and changes in carrying value of intangible assets: December 31, 2024 December 31, 2023 Gross Carrying Amount Accumulated Amortization Impairment Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Internally developed software $ 125,831 $ ( 81,034 ) $ ( 1,047 ) $ 43,750 $ 89,891 $ ( 68,474 ) $ 21,417 Acquired technology 150,199 ( 106,914 ) ( 2,742 ) 40,543 161,492 ( 89,819 ) 71,673 Acquired customer relationships 97,802 ( 84,735 ) — 13,067 99,241 ( 76,079 ) 23,162 Internally developed software in progress 62,923 — ( 1,899 ) 61,024 64,636 — 64,636 Total intangible assets $ 436,755 $ ( 272,683 ) $ ( 5,688 ) $ 158,384 $ 415,260 $ ( 234,372 ) $ 180,888 Additions to Intangible Assets are comprised of internally developed software technology for the years ended December 31, 2024 and 2023 . Impairment expense of $ 5.7 million has been recognized for the year ended December 31, 2024 in Research and Development Expense in the Consolidated Statement of Operations. No material impairment expense was recognized during the years ended December 31, 2023 and 2022 . Amortization expense was $ 60.0 million , $ 48.3 million and $ 33.4 million for the year ended December 31, 2024 , 2023 and 2022, respectively. As of December 31, 2024 , expected amortization expense for intangible assets for the next five years and thereafter is as follows: F-27 Software Technology and customer relationships Total 2025 $ 34,838 $ 33,179 $ 68,017 2026 36,959 15,581 52,540 2027 22,805 1,791 24,596 2028 10,172 1,184 11,356 2029 1 750 751 Thereafter — 1,127 1,127 Total $ 104,775 $ 53,612 $ 158,387 F-28 Note 10. Goodwill Changes in the carrying amount of goodwill for the years ended December 31, 2024 and 2023 were as follows: Retail Media Performance Media Total (in thousands) Balance at January 1, 2023 $ 143,680 $ 371,460 $ 515,140 Acquisitions 5,021 — 5,021 Disposal of goodwill — ( 597 ) ( 597 ) Currency translation adjustment 978 3,655 4,633 Impairment expense — — — Balance at December 31, 2023 $ 149,679 $ 374,518 $ 524,197 Acquisitions — — — Disposal of goodwill — — — Currency translation adjustment ( 4,718 ) ( 4,291 ) ( 9,009 ) Impairment expense — — — Balance at December 31, 2024 $ 144,961 $ 370,227 $ 515,188 On February 28, 2023, we completed the acquisition of Brandcrush resulting in goodwill of $ 5.0 million . Refer to Note 2 for further discussion. In 2024, the Company voluntarily changed its goodwill annual impairment test date from December 31 to October 1, as it results in better alignment with the Company’s strategic business planning. The voluntary change in accounting principle related to the annual test date did not delay, accelerate or avoid an impairment charge. Retrospective application of this accounting change to prior periods is impracticable as the Company is unable to objectively determine, without the use of hindsight, the significant assumptions and estimates that would be used in those earlier periods. Accordingly, the change is applied prospectively. We conducted our goodwill and indefinite-lived intangible asset impairment testing as of October 1, 2024 and no im pairment has been identified. Note 11. Financial Liabilities We are party to several revolving credit facilities with third-party financial institutions. Our revolving credit facilities as of December 31, 2024 and 2023 are presented in the table below: Nominal/ Authorized amounts Amount Outstanding as of December 31, 2024 Amount Outstanding as of December 31, 2023 Nature (in thousands) Interest rate Maturity date Bank Syndicate RCF - September 2022 € 407,000 € 407,000 € 407,000 Floating rate: EURIBOR / SOFR + margin depending on leverage ratio September 2027 Other short-term lines of credit € 21,500 € 21,500 € 21,500 EURIBOR F-29 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 , and 2023, 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 facility. 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. As of December 31, 2024 , and 2023, no amounts have been drawn or are outstanding under the revolving credit facility. We are also party to short-term credit lines in the form of overdraft facilities with HSBC plc, BNP Paribas and LCL with an authorization to draw up to a maximum of € 21.5 million ( $ 22.3 million ) in the aggregate under the short-term credit lines and overdraft facilities. As of December 31, 2024 , and 2023 we had not drawn on any of these facilities. Any loans or overdrafts under these short-term facilities bear interest based on the one month EURIBOR rate or three month EURIBOR rate. As these facilities are exclusively overdraft facilities, there is no maturity and our banks have the ability to terminate such facilities on short notice. The Company also holds derivative financial instruments in order to manage and reduce exposure to the risk of exchange rate fluctuations. The following table shows the maturity of our financial liabilities: Carrying value 2025 2026 2027 2028 2029 (in thousands) Other financial liabilities $ 565 $ 268 $ 297 $ — $ — $ — Financial derivatives 3,057 3,057 — — — — Total Financial liabilities $ 3,622 $ 3,325 $ 297 $ — $ — $ — F-30 Note 12. Leases The Company has entered into operating lease agreements primarily for data centers and offices throughout the world with lease periods expiring between 2025 and 2036 . The components of lease expense are as follows: Year Ended December 31, 2024 2023 2022 (in thousands) Lease expense $ 39,361 $ 36,637 $ 33,284 Short term lease expense 950 678 681 Variable lease expense 1,697 877 458 Sublease income ( 1,398 ) ( 921 ) ( 883 ) Total operating lease expense $ 40,610 $ 37,271 $ 33,540 As of December 31, 2024 , we had future minimum lease payments as follows: Total (in thousands) 2025 $ 30,079 2026 24,374 2027 19,591 2028 14,998 2029 9,665 Thereafter 15,408 Total minimum lease payments 114,115 Impact of Discount Rate ( 10,719 ) Total Lease Liability $ 103,396 The weighted average remaining lease term and discount rates as of December 31, 2024 and 2023 are as follows: Year Ended December 31, 2024 2023 Weighted average remaining lease term (years) 5.0 4.6 Weighted average discount rate 2.7 % 2.0 % Supplemental cash flow information related to our operating leases is as follows for the period December 31, 2024 , 2023 and 2022: Year Ended December 31, 2024 2023 2022 (in thousands) Cash paid for amounts included in the measurement of lease liabilities : Cash flow for operating activities $ ( 39,342 ) $ ( 38,059 ) $ ( 34,964 ) Right of use assets obtained in exchange for new operating lease liabilities $ 28,899 $ 28,696 $ 22,728 F-31 As of December 31, 2024 , we have additional operating leases, that have not yet commenced which will result in additional operating lease liabilities and right of use assets: Total (in thousands) Additional operating lease liabilities $ 9,283 Additional right of use assets $ 9,283 These operating leases will commence during the fiscal year ending December 31, 2025 . Note 13. Other Current and Noncurrent Liabilities Other current liabilities are presented in the following table : Year Ended December 31, 2024 2023 (in thousands) Rebates $ 31,989 $ 23,315 Customer prepayments and deferred revenue 9,636 25,924 Accounts payable relating to capital expenditures 6,436 2,319 Other creditors 1,758 3,346 Earn out liability - current — 49,648 Total $ 49,819 $ 104,552 Other noncurrent liabilities are presented in the following table: Year Ended December 31, 2024 2023 (in thousands) Uncertain tax positions $ 18,884 $ 16,785 Other 1,272 2,297 Total $ 20,156 $ 19,082 Earn out liability 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 years. The earn out liability was fully settled during the year 2024. Note 14. Employee Benefits Defined Benefit Postretirement Plans According to French law and the Syntec Collective Agreement, French employees are entitled to compensation paid on retirement, equal to up to twelve months of their salary based on term of employment. The following table summarizes the changes in the accumulated postretirement benefit obligation: F-32 Year Ended December 31, 2024 2023 2022 (in thousands) Accumulated postretirement benefit obligation - beginning of period $ 4,123 $ 3,708 $ 5,531 Service cost 687 707 1,756 Interest cost 158 161 73 Curtailment ( 192 ) ( 306 ) — Actuarial losses (gains) 216 ( 290 ) ( 3,311 ) Currency translation adjustment ( 283 ) 143 ( 341 ) Accumulated postretirement benefit obligation - end of period $ 4,709 $ 4,123 $ 3,708 The Company does not hold any plan assets for any of the periods presented . The main assumptions used for the purposes of the actuarial valuations are listed below: Year Ended December 31, 2024 2023 2022 Discount rate (Corp AA) 3.9 % 3.9 % 4.3 % Expected rate of salary increase 7.0 % 7.0 % 5.0 % Expected rate of social charges 49.0 % 48.0 % 48.0 % Expected staff turnover — % - 18.6 % — % - 18.6 % 0.0 % - 17.8 % Estimated retirement age 65 years old Progressive table Progressive table Life table TH-TF 2000-2002 shifted TH-TF 2000-2002 shifted TH-TF 2000-2002 shifted Defined Contribution Plans The total expense represents contributions payable to these plans by us at specified rates. In some countries, the Company’s employees are eligible for defined contribution post-retirement plans and similar financial benefits. Under defined contribution plans, the Company has no obligation other than to pay the agreed contributions, with the corresponding expense charged to income for the year. The defined contribution plans primarily related to France, the U.S., for 401(k) plans, and the United Kingdom. Year Ended December 31, 2024 2023 2022 (in thousands) Defined contributions plans included in personnel expenses $ ( 19,062 ) $ ( 18,342 ) $ ( 17,111 ) F-33 Note 15. Common shares and Treasury stock Change in Number of Shares Number of ordinary shares Balance at January 1, 2023 57,263,624 of which Common shares 63,248,728 of which Treasury stock ( 5,985,104 ) Issuance of shares under share option and free share plans (1) ( 2,083,065 ) Treasury Shares Issued for RSU Vesting 1,679,674 Treasury Shares Issued for LUS Vesting 1,006,482 Treasury Shares Retired (1) 2,185,000 Share repurchase program ( 4,286,624 ) Balance at December 31, 2023 55,765,091 of which Common shares 61,165,663 of which Treasury stock ( 5,400,572 ) Issuance of shares under share option and free share plans (2) ( 3,420,824 ) Treasury Shares Issued for RSU Vesting 2,366,158 Treasury Shares Issued for LUS Vesting 1,953,761 Treasury Shares Retired (2) 3,590,000 Share repurchase program ( 5,976,764 ) Balance at December 31, 2024 54,277,422 of which Common shares 57,744,839 of which Treasury stock ( 3,467,417 ) (1) Adopted by the Board of Directors on December 7, 2023 (2) Adopted by the Board of Directors on April 25, 202 4 and December 5, 2024 Note 16. Share-Based Compensation Equity awards Compensation Expense Equity awards compensation expense recorded in the consolidated statements of operations was as follows : Year Ended December 31, 2024 2023 2022 (in thousands) Research and Development $ ( 54,027 ) $ ( 54,794 ) $ ( 36,514 ) Sales and Operations ( 21,457 ) ( 20,011 ) ( 14,200 ) General and Administrative ( 27,133 ) ( 22,380 ) ( 14,320 ) Total equity awards compensation expense ( 102,617 ) ( 97,185 ) ( 65,034 ) Tax benefit from equity awards compensation expense 10,086 7,864 5,423 Total equity awards compensation expense, net of tax effect $ ( 92,531 ) $ ( 89,321 ) $ ( 59,611 ) For the periods ended December 31, 2024 and 2023 , the Company recognized $ 102.6 million and $ 97.2 million , respectively, of equity awards compensation expense, which consisted of share-based compensation expense, net of $ 4.0 million capitalized stock-based compensation relating to internally developed software in 2024 . F-34 The breakdown of the equity award compensation expense by instrument type was as follows: Year Ended December 31, 2024 2023 2022 (in thousands) Share options $ ( 46 ) $ ( 90 ) $ ( 97 ) Lock-up shares ( 34,013 ) ( 33,224 ) ( 18,049 ) Restricted stock units / Performance stock units ( 66,736 ) ( 61,949 ) ( 45,025 ) Nonemployee warrants ( 1,822 ) ( 1,922 ) ( 1,863 ) Total equity awards compensation expense ( 102,617 ) ( 97,185 ) ( 65,034 ) Tax benefit from equity awards compensation expense 10,086 7,864 5,423 Total equity awards compensation expense, net of tax effect $ ( 92,531 ) $ ( 89,321 ) $ ( 59,611 ) Share Options Stock options granted under the Company’s stock incentive plans generally vest over four years , subject to the holder’s continued service through the vesting date and expire no later than 10 years from the date of grant. Options Outstanding Number of Shares Underlying Outstanding Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in thousands) Outstanding - December 31, 2023 319,238 $ 24.16 4.2 $ 1,622.7 Options granted — Options exercised ( 83,518 ) Options forfeited ( 9,639 ) Options canceled — Options expired ( 7,400 ) Outstanding - December 31, 2024 218,681 $ 20.49 4.5 $ 4,340.6 Vested and exercisable - December 31, 2024 218,681 The aggregate intrinsic value represents the difference between the exercise price of the options and the fair market value of common stock on the date of exercise. The aggregate intrinsic value of the share options exercised was $ 0.8 million , $ 0.2 million and $ 0.7 million for the years ended December 31, 2024, 2023 and 2022, respectively. No new stock options were granted in the year ending December 31, 2024 and December 31, 2023 . As of December 31, 2024 , there was no remaining unrecognized stock-based compensation related to unvested stock options. Lock-up shares On August 1, 2022, 2,960,243 treasury shares were transferred to the Iponweb Founder (referred to as Lock-up Shares or "LUS"), as partial consideration for the Iponweb Acquisition. These shares were subject to a lock-up period that expired in three installments on each of the first three anniversaries of the Iponweb Acquisition, unless the vesting schedule changed or the Iponweb Founder's employment agreement was terminated under certain circumstances during the duration of the lock-up period. These shares were considered as share-based compensation under ASC 718 and were accounted over the three -year lock-up period. The share based compensation expense is included in Research and Development expenses on the Consolidated Statement of Income. F-35 The shares were valued based on the Nasdaq weighted average share price. In 2024, the Iponweb Founder's employment agreement was terminated, resulting in the early expiration of the three years lock-up period. Shares Weighted- Average Grant date Fair Value Per Share Outstanding as of December 31, 2023 1,953,761 Granted — Vested ( 1,953,761 ) Forfeited — Outstanding as of December 31, 2024 — $ 23.73 Total compensation expense in 2024 of $ 34.0 million was recognized in Research and Development expense in the Consolidated Statement of Income. This includes an additional share-based compensation expense of $ 13.3 million due to the repurchase of 640,000 shares in the third quarter ended September 30, 2024, for approximately $ 30.0 million , as part of our share buy-back program. As of December 31, 2024 , the Company had no unrecognized stock-based compensation relating to the lock-up shares. Restricted Stock Units and Performance Stock Units During the year ended December 31, 2024 , the Company granted new equity under our current equity compensation plans, which was comprised of restricted stock units (“RSU”), and performance-based RSU awards consisting of total shareholder return (“TSR”) and performance vesting conditions (“PSU”) to the Company’s senior executives. Restricted Stock Units Restricted stock units generally vest over four years , subject to the holder’s continued service and/or certain performance conditions through the vesting date. The grant date fair value is determined by the Company Nasdaq share price the day prior to the grant. Shares (RSU) Weighted- Average Grant date Fair Value Per Share Outstanding as of December 31, 2023 5,293,263 Granted 1,613,008 Vested ( 2,129,087 ) Forfeited ( 354,750 ) Outstanding as of December 31, 2024 4,422,434 $ 34.45 The RSUs are subject to a vesting period of four years , over which the expense is recognized on a straight-line basis. A total of 1,613,008 shares have been granted under this plan in the year 2024, with a weighted-average grant-date fair value of $ 41.88 . As of December 31, 2024 , the Company had unrecognized stock-based compensation relating to restricted stock of approximately $ 77.9 million , which is expected to be recognized over a weighted-average period of 3.2 years . Performance Stock Units Performance stock units are subject to either a performance condition or a market condition. F-36 Awards that are subject to a performance condition, are earned based on internal financial performance metrics measured by Contribution ex-TAC. A total of 568,081 shares have been granted at target under two plans with a vesting period of three years . The target shares are subject to a range of vesting from 0 % to 200 % based on the performance of internal financial metrics, for a maximum number of shares of 1,136,162 . The grant-date fair value is determined based on the fair-value of the shares at the grant date. The weighted average grant-date fair value of those plans is $ 33.07 per share for a total fair value of approximately $ 18.8 million , to be expensed on a straight-line basis over the respective vesting period. The number of shares granted, vesting and outstanding subject to performance conditions is as follows: Shares (PSU) Weighted- Average Grant date Fair Value Per Share Outstanding as of December 31, 2023 660,395 Granted 568,081 Performance share adjustment 64,152 Vested ( 240,509 ) Forfeited ( 216,111 ) Outstanding as of December 31, 2024 836,008 $ 33.47 As of December 31, 2024 , the Company had unrecognized stock-based compensation related to performance stock units of approximately $ 11.3 million , which is expected to be recognized over a weighted-average period of 2.9 years . Awards that are subject to a market condition are earned based on the Company’s total shareholder return relative to the Nasdaq Composite Index, and certain other vesting conditions. A total of 268,226 shares have been granted at target under this plan, to be earned in two equal tranches over a term of two and three years , respectively. The target shares are subject to a range of vesting from 0 % to 200 % for each tranche based on the TSR, for a maximum number of shares of 536,452 . The grant-date fair value is approximately $ 13.8 million , to be expensed on a straight-line basis over the respective vesting period. The grant-date fair value was determined based on a Monte-Carlo valuation model using the following key assumptions: Expected volatility of the Company 42.73 % Expected volatility of the benchmark 71.18 % Risk-free rate 4.27 % Expected dividend yield — % The number of shares granted, vested and outstanding subject to market conditions is as follows : Shares (TSR) Weighted- Average Grant date Fair Value Per Share Outstanding as of December 31, 2023 — — Granted 268,226 — Vested — — Forfeited ( 9,088 ) — Outstanding as of December 31, 2024 259,138 $ 51.28 As of December 31, 2024 , the Company had unrecognized stock-based compensation related to performance stock units based of market conditions o f $ 8.7 million , which is expected to be recognized over a period from January 1, 2025 to March 1, 2027. F-37 Nonemployee warrants Nonemployee warrants generally vest over four years , subject to the holder’s continued service through the vesting date. Shares Weighted- Average Grant date Fair Value Per Share Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in thousands) Outstanding - December 31, 2023 244,457 $ 19.56 4.5 $ 2,635.1 Granted — Exercised ( 84,560 ) Cancelled — Expired — Outstanding - December 31, 2024 159,897 $ 18.31 3.6 $ 3,528.7 Vested and exercisable - December 31, 2024 159,897 The aggregate intrinsic value represents the difference between the exercise price of the nonemployee warrants and the fair market value of common stock on the date of exercise. The aggregate intrinsic value of nonemployee warrants exercised was $ 1.6 million , $ 0.3 million and $ 0.6 million for the years ended December 31, 2024, 2023 and 2022, respectively. During the period ended December 31, 2024 , the weighted-average exercise price of nonemployee warrants is $ 28.53 . No new stock nonemployee warrants were granted in the year ending December 31, 2024 and December 31, 2023 . As of December 31, 2024 , all instruments have fully vested. F-38 Note 17. Financial and Other Income (Expense) The Consolidated Statements of Income line item “Financial and Other income (expense)” can be broken down as follows: Year Ended December 31, 2024 2023 2022 (in thousands) Financial income from cash equivalents $ 10,068 $ 4,678 $ 1,932 Interest and fees ( 1,824 ) ( 2,244 ) ( 2,025 ) Foreign exchange (loss) income ( 3,534 ) ( 7,553 ) 19,659 Discounting impact ( 1,767 ) ( 5,289 ) ( 4,700 ) Other financial income (expense) 152 7,918 2,917 Total financial and other income (expense) $ 3,095 $ ( 2,490 ) $ 17,783 Th e $ 3.1 million fina ncial 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 non-cash marked to market, the accretion of earn-out liability related to the Iponweb acquisition and the financial expense relating to our € 407 million available Revolving Credit Facility ("RCF"). 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, including end of year non-cash marked to market, the accretion of earn-out liability related to Iponweb acquisition and financial expense relating to our € 407 million available RCF. 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 RCF up-front fees amortization and non-utilization costs. F-39 Note 18. Income Taxes Breakdown of Income Taxes The Consolidated Statements of Income line item “Provision for income taxes” can be broken down as follows : Year Ended December 31, 2024 2023 2022 (in thousands) Current: France 9,943 3,755 5,665 International 55,881 39,917 21,919 Current income tax provision $ 65,824 $ 43,672 $ 27,584 Deferred: France ( 1,302 ) 634 5,868 International ( 24,738 ) ( 24,222 ) ( 2,266 ) Deferred income tax provision $ ( 26,040 ) $ ( 23,588 ) $ 3,602 Provision for income taxes $ 39,784 $ 20,084 $ 31,186 Income before taxes included income (loss) from France of $ 65.4 million , $ 38.3 million and $( 4.2 ) million for the periods ended 2024 , 2023 and 2022 respectively. Income before taxes from countries outside of France totaled $ 89.1 million , $ 36.4 million and $ 46.2 million for the periods ended December 31, 2024 , 2023 and 2022 , respectively. F-40 Reconciliation between the Effective and Nominal Tax Expense The following table shows the reconciliation between the effective and nominal tax expense at the nominal standard French rate of 25.8 % (excluding additional contributions): Year Ended December 31, 2024 2023 2022 (in thousands) Income before taxes $ 154,497 $ 74,728 $ 42,061 Theoretical group tax-rates 25.8 % 25.8 % 25.8 % Nominal tax expense (benefit) 39,891 19,295 10,860 Increase / decrease in tax expense arising from: French Research Tax Credit, Crédit d’Impôt Recherche (“CIR”) ( 1,809 ) ( 2,376 ) ( 2,901 ) Shared-based Compensation 5,722 8,764 2,895 Non-tax deductible provision from loss contingency on regulatory matters (see Note 20 ) — ( 5,546 ) 16,971 Nondeductible Expenses 7,745 5,274 6,178 Non recognition of deferred tax assets 366 878 3,190 Utilization or recognition of previously unrecognized tax losses ( 5,839 ) ( 1,760 ) ( 1,338 ) French CVAE (1) 1,237 1,593 1,635 Income eligible to reduced taxation rate (2) ( 5,795 ) ( 4,341 ) ( 6,766 ) Effect of different tax rates 292 ( 922 ) 201 Other differences ( 2,026 ) ( 775 ) 261 Provision for income taxes $ 39,784 $ 20,084 $ 31,186 Effective tax rate 25.8 % 26.9 % 74.1 % Increases and decreases in tax expense are presented applying the theoretical group tax rate to the concerned tax bases. The impact resulting from the differences between local tax rates and the group theoretical rate is shown in the “effect of different tax rates.” (1) French CVAE " cotisation sur la valeur ajoutée des entreprises " - is the business value add contribution tax in France (2) Income eligible to reduced taxation rate refers to the application of a reduced income tax rate on the majority of the technology royalties income F-41 Deferred Tax Assets and Liabilities The following table shows the changes in the major sources of deferred tax assets and liabilities: Year ended December 31, 2022 Change recognized in profit or loss Change recognized in OCI Other Currency translation adjustments Year ended December 31, 2023 (in thousands) Net deferred tax assets : Net operating loss carryforwards $ 21,450 $( 3,420 ) $ — $( 1,038 ) $ 742 $ 17,734 Shared-based Compensation 5,805 352 — — ( 90 ) 6,067 Bad debt allowance 5,192 2,079 — 62 56 7,389 Personnel-related accruals 8,419 1,512 — — 27 9,958 Other accruals 3,978 ( 476 ) — — ( 156 ) 3,346 Intangibles including capitalized R&D costs 5,344 19,004 — ( 62 ) 54 24,340 Tax Credits 5,789 ( 1 ) — — — 5,788 Other 3,345 3,315 ( 75 ) ( 39 ) 223 6,769 Deferred Tax Assets 59,322 22,365 ( 75 ) ( 1,077 ) 856 81,391 Valuation allowance ( 31,139 ) 1,223 45 1,077 ( 1,000 ) ( 29,794 ) Deferred Tax Assets, net of valuation allowance $ 28,183 $ 23,588 $( 30 ) $ — $( 144 ) $ 51,597 Year ended December 31, 2023 Change recognized in profit or loss Change recognized in OCI Other Currency translation adjustments Year ended December 31, 2024 (in thousands) Net deferred tax assets : Net operating loss carryforwards $ 17,734 $( 2,828 ) $ — $ — $( 576 ) $ 14,330 Shared-based Compensation 6,067 6,087 — 99 75 12,328 Bad debt allowance 7,389 ( 2,184 ) — — ( 171 ) 5,034 Personnel-related accruals 9,958 289 — 126 ( 269 ) 10,104 Other accruals 3,346 ( 276 ) — — ( 362 ) 2,708 Intangibles including capitalized R&D costs 24,340 25,179 — 26 ( 249 ) 49,296 Tax Credits 5,788 130 — — ( 1 ) 5,917 Other 6,769 ( 1,623 ) 432 ( 126 ) ( 609 ) 4,843 Deferred Tax Assets 81,391 24,774 432 125 ( 2,162 ) 104,560 Valuation allowance ( 29,794 ) 1,266 ( 259 ) ( 15 ) 1,181 ( 27,621 ) Deferred Tax Assets, net of valuation allowance $ 51,597 $ 26,040 $ 173 $ 110 $( 981 ) $ 76,939 F-42 Amounts recognized in our Consolidated Financial Statements are calculated at the level of each subsidiary within our Consolidated Financial Statements. As of 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 , respectively), Criteo Australia Pty ( $ 2.9 million , $ 2.9 million and $ 2.6 million , respectively) and Criteo France ( $ 8.7 million , $ 5.0 million and $ 6.5 million , respectively). The Company mainly ha s net operating loss carryforwar ds in the U.S. for $ 26.3 million in various states, which begin to expire in 2031 and net operating loss carryforwards in the United Kingdom for $ 35.4 million , which have no expiration date. The company has $ 5.9 million of state R&D tax credits which can be carry-forward indefinitely. Utilization of our net operating loss and tax credit carryforwards in the US may be subject to annual limitations due to the ownership change limitations provided by the IRS Code 382 and similar state provisions. Such annual limitations could result in the expiration of the net operating loss and tax credit carryforwards before their utilization. As of December 31, 2024 , we have not provided deferred taxes on unremitted earnings related to foreign subsidiaries. We intend to continue to reinvest these foreign earnings indefinitely and do not expect to incur any significant taxes related to such amounts. Ongoing tax audits As a multinational corporation, we are subject to regular review and audit by French, U.S. federal and state, and other foreign tax authorities. Significant uncertainties exist with respect to the amount of our tax liabilities, including those arising from potential challenges with certain positions we have taken. Any unfavorable outcome of such a review or audit could have an adverse impact on our tax rate. Uncertain Tax Positions The following table summarizes the activity related to our gross unrecognized tax benefits during the years ended December 31, 2024 , 2023 and 2022 : Year Ended December 31, 2024 2023 2022 (in thousands) Beginning balance of unrecognized tax benefits $ 12,229 $ 13,315 $ — Increases (Decreases) related to current year tax positions 199 ( 1,086 ) 13,315 Ending balance of unrecognized tax benefits (excluding interest and penalties) 12,428 12,229 13,315 Interest and penalties associated with unrecognized tax benefits 5,589 4,556 4,665 Ending balance of unrecognized tax benefits (including interest and penalties) $ 18,017 $ 16,785 $ 17,980 The total amount of gross unrecognized tax benefits, including related interest and penalties, was $ 18.0 million as of December 31, 2024 . All of the unrecognized tax benefits are considered noncurrent. The income taxes we pay are subject to review by taxing jurisdictions globally. Our estimate of the potential outcome of any uncertain tax position is subject to management’s assessment of relevant risks, facts, and circumstances existing at that time. We believe that our estimate has adequately provided for these matters. However, our future results may include adjustments to estimates in the period the audits are resolved, which may impact our effective tax rate. F-43 Pillar Two In December 2021, the Organization for Economic Cooperation and Development (OECD) released Pillar Two Model Rules defining the global minimum tax, which calls for the taxation of a minimum rate of 15% for multinational companies with consolidated revenue above €750 million. Numerous jurisdictions have enacted or are in the process of enacting legislation to adopt a minimum effective tax rate. 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 Company will continue to assess the ongoing impact of Pillar Two as additional guidance becomes available. Note 19. Earnings Per Share Basic Earnings Per Share We calculate basic earnings per share by dividing the net income for the period attributable to shareholders of the Parent by the weighted average number of shares outstanding. Year Ended December 31, 2024 2023 2022 (in thousands, except share data) Net income attributable to shareholders of Criteo S.A. $ 111,571 $ 53,259 $ 8,952 Weighted average number of shares outstanding ( Note 15 ) 54,817,136 56,170,658 60,004,707 Basic earnings per share $ 2.04 $ 0.95 $ 0.15 Diluted Earnings Per Share We calculate diluted earnings per share by dividing the net income attributable to shareholders of the Parent by the weighted average number of shares outstanding plus any potentially dilutive shares not yet issued from share-based compensation plans (see Note 15 ). There were no other potentially dilutive instruments outstanding as of December 31, 2024 , 2023 and 2022 . Consequently all potential dilutive effects from shares are considered. For each period presented, a contract to issue a certain number of shares (i.e., share option, share warrant, or restricted share award) is assessed as potentially dilutive, if it is “in the money” (i.e., the exercise or settlement price is inferior to the average market price). Year Ended December 31, 2024 2023 2022 (in thousands, except share data) Net income attributable to shareholders of Criteo S.A. $ 111,571 $ 53,259 $ 8,952 Weighted average number of shares outstanding of Criteo S.A. 54,817,136 56,170,658 60,004,707 Dilutive effect of : Restricted share awards ("RSUs") 2,904,711 2,643,129 2,554,516 Lock-up shares ("LUSs") 711,941 1,261,947 — Share options and BSPCE 112,491 104,294 117,934 Share warrants 59,250 51,599 83,040 Weighted average number of shares outstanding used to determine diluted earnings per share 58,605,529 60,231,627 62,760,198 Diluted earnings per share $ 1.90 $ 0.88 $ 0.14 F-44 The weighted average number of securities that were anti-dilutive for diluted EPS for the periods presented but which could potentially dilute EPS in the future are as follows: Year Ended December 31, 2024 2023 2022 Restricted share awards 236,039 348,675 172,758 Share options and BSPCE — — — Weighted average number of anti-dilutive securities excluded from diluted earnings per share 236,039 348,675 172,758 Note 20. Commitments and contingencies Contractual Commitments We have $ 76.8 million of non-cancelable contractual commitments as of December 31, 2024 , which are primarily related to software licenses, maintenance and bandwidth for our servers. The following is a schedule, by years, of non-cancelable contractual commitments as of December 31, 2024 : Total (in thousands) 2025 $ 58,027 2026 17,782 2027 946 Total $ 76,755 Contingencies From time to time we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We are not presently a party to any legal proceedings that, if determined adversely to us, would individually or taken together have a material adverse effect on our business, results of operations, financial condition or cash flows. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. The amount of the provisions represents management’s latest estimate of the expected impact. Legal and R egulatory Matters Following a complaint from Privacy International against a number of advertising technology companies with certain data protection authorities, including in France, France's Commission Nationale de l'Informatique et des Libertés (the "CNIL") opened a formal investigation in January 2020 against Criteo. In June 2023, the CNIL issued its decision, which retained alleged European Union's General Data Protection Regulation ("GDPR") violations but reduced the financial sanction against Criteo from the original amount of € 60 million ( $ 64.2 million ) to € 40 million ( $ 43.3 million ). Criteo issued the required sanction payment during the third quarter of 2023. The decision relates to past matters and does not include any obligation for Criteo to change its current practices. Criteo has appealed this decision before the French Council of State (Conseil d’Etat). We are party to a claim (Doe v. GoodRx Holdings, Inc. et al. in the U.S. District Court for the Northern District of California), alleging violations of various state and federal laws. We intend to vigorously defend our position, but we are unable to predict the potential outcome at this time. F-45 Non income tax risks We have recorded a $ 31.9 million provision related to certain non income tax items accounted for under ASC 450 Contingencies . These risks were identified and recognized as part of the Iponweb Acquisition in 2022. We have recorded an indemnification asset in the full amount of the provision as the Company is indemnified against certain tax liabilities under the purchase agreement for the Iponweb Acquisition. The indemnification asset is recorded as part of "Other noncurrent assets" on the consolidated statement of financial position. Note 21. Disaggregation of Revenue and Noncurrent Assets The following table presents the Company's revenue disaggregated by major product for the years ended December 31, 2024 , 2023 and 2022 : Year Ended December 31, 2024 2023 2022 (in thousands) Retail Media $ 258,303 $ 209,007 $ 202,317 Commerce Growth 1,556,751 1,614,905 1,755,191 Other 118,235 125,533 59,495 Performance Media 1,674,986 1,740,438 1,814,686 Total Revenue $ 1,933,289 $ 1,949,445 $ 2,017,003 The Company operates in three geographical markets: • Americas: North and South America; • Europe, Middle-East and Africa; and • Asia-Pacific. The following table discloses our consolidated revenue for each geographical area for each of the reported periods. Revenue by geographical area is based mainly on the location of advertisers’ campaigns. Revenue generated in other significant countries where we operate is presented in the following table: Year Ended December 31, 2024 2023 2022 (in thousands) Americas $ 892,175 $ 887,247 $ 891,267 of which United States 802,609 803,288 798,391 EMEA 676,455 672,610 706,861 of which Germany 202,653 200,145 196,373 of which France 87,770 100,277 111,368 Asia-Pacific $ 364,659 $ 389,588 $ 418,875 of which Japan 204,082 216,991 253,996 F-46 For each reported period, noncurrent assets (corresponding to the net book value of tangible and intangible assets) are presented in the table below. The geographical information results from the locations of legal entities. Americas EMEA Asia- Pacific Total (in thousands) December 31, 2024 $ 68,193 $ 186,035 $ 11,378 $ 265,606 December 31, 2023 $ 89,355 $ 202,969 $ 15,058 $ 307,382 Note 22. Subsequent Events Appointment of Chief Executive Officer Michael Komasinski was appointed as the Company's Chief Executive Officer and a member of the Board of Directors effective February 15, 2025. Komasinski will succeed Megan Clarken who, as previously announced, is retiring and will be stepping down from her role as CEO and from the Board. Clarken will continue to serve in a senior advisory role during a transitional period. Share Repurchase Program extension On January 31, 2025, the Board of Directors authorized an increase of the previously authorized share repurchase program from up to $ 630.0 million to up to $ 805.0 million of the Company’s outstanding American Depositary Shares. The Company intends to use repurchased shares to satisfy employee equity plan vesting in lieu of issuing new shares, and potentially in connection with M&A transactions.