UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
for the quarterly period ended March 31, 20232024
or
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
for the transition period from _________ to _________
Commission file number: 001-36153
Criteo S.A.
(Exact name of registrant as specified in its charter)
France
Not Applicable
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification Number)
32 Rue BlancheParisFrance75009
(Address of principal executive offices)(Zip Code)

+33 1 75 85 09 39
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the ActAct:
Title of each classTrading Symbol(s)Name of each exchange on which registered
American Depositary Shares, each representing one Ordinary Share,
nominal value €0.025 per share		CRTONasdaq Global Select Market
Ordinary Shares, nominal value €0.025 per share*Nasdaq Global Select Market*
* Not for trading, but only in connection with the registration of the American Depositary Shares.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒  No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes  ☒    No ☐






Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer, ”“accelerated" "accelerated filer,” “smaller" "smaller reporting company”company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer☒Accelerated Filer☐
Non-accelerated Filer☐Smaller reporting company☐
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).   Yes  ☐      No x
          As of April 28, 2023,30, 2024, the registrant had 56,136,49856,687,497 ordinary shares, nominal value €0.025 per share, outstanding.



TABLE OF CONTENTS

2
2
3
4
5
6
7
8
3129
Quantitative and Qualitative Disclosures About Market Risk
4544
Controls and Procedures
45
46
47
4746
4746
58
58
Exhibits
48
4950











General
    Except where the context otherwise requires, all references in this Quarterly Report on Form 10-Q ("Form 10-Q") to the "Company," "Criteo," "we," "us," "our" or similar words or phrases are to Criteo S.A. and its subsidiaries, taken together. In this Form 10-Q, references to "$" and "US$" are to United States dollars. Our unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles generally accepted in the United States of America, or "U.S. GAAP."GAAP."
Trademarks
    “Criteo,” the Criteo logo and other trademarks or service marks of Criteo appearing in this Form 10-Q are the property of Criteo. Trade names, trademarks and service marks of other companies appearing in this Form 10-Q are the property of their respective holders.
Special Note Regarding Forward-Looking Statements
    This Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are based on our management’s beliefs and assumptions and on information currently available to our management. All statements other than present and historical facts and conditions contained in this Form 10-Q, including statements regarding our future results of operations and financial position, business strategy, plans and objectives for future operations, are forward-looking statements. When used in this Form 10-Q, the words “anticipate,” “believe,” “can,” “could,” “estimate,” “expect,” “intend,” “is designed to,” “may,” “might,” "objective," “plan,” “potential,” “predict,” “objective,"project," "seek," “should,” “should,”"will," "would," or the negative of these and similar expressions identify forward-looking statements. Forward-looking statements include, but are not limited to, statements about:
•the ongoing effect of inflation and rising interest rates in the U.S., including the macroeconomic effects, on our business, operations, and financial results;
•the ability of the Criteo Artificial Intelligence (AI) Engine to accurately predict engagement by a user;
•our ability to predict and adapt to changes in widely adopted industry platforms and other new technologies, including without limitation the proposed changes to and enhancements of the Chrome browser announced by Google;
•our ability to continue to collect and utilize data about user behavior and interaction with advertisers and publishers;
•our ability to acquire an adequate supply of advertising inventory from publishers on terms that are favorable to us;
•our ability to meet the challenges of a growing and international company in a rapidly developing and changing industry, including our ability to forecast accurately;
•our ability to maintain an adequate rate of revenue growth and sustain profitability;
•our ability to manage our international operations and expansion and the integration of our acquisitions;
•the effects of increased competition in our market;
•our ability to adapt to regulatory, legislative or self-regulatory developments regarding internet privacy matters;
•our ability to protect users’ information and adequately address privacy concerns;
•our ability to enhance our brand;
•the invasion of Ukraine by Russia and the effect of resulting sanctions on our business;
•our ability to enter new marketing channels and new geographies;
•our ability to effectively scale our technology platform;
•our ability to attract and retain qualified employees and key personnel;
•our ability to maintain, protect and enhance our brand and intellectual property; and
•failures in our systems or infrastructure.



    You should also refer to Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2022,2023, and to our subsequent quarterly reports on Form 10-Q for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. As a result of these factors, we cannot assure you that the forward-looking statements in this Form 10-Q will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame or at all. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
    You should read this Form 10-Q and the documents that we reference in this Form 10-Q and have filed as exhibits to this Form 10-Q completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary factors.statements.
     This Form 10-Q may contain market data and industry forecasts that were obtained from industry publications. These data and forecasts involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such information. We have not independently verified any third-party information. While we believe the market position, market opportunity and market size information included in this Form 10-Q is generally reliable, such information is inherently imprecise.



PART I
Item 1. Financial Statements
2

CRITEO S.A.
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED)
March 31, 2023December 31, 2022
(in thousands)
Assets
Current assets:
    Cash and cash equivalents4$305,662 $348,200 
    Trade receivables, net of allowances of $50.5 million and $47.8 million at March 31, 2023 and December 31, 2022, respectively
5545,840 708,949 
    Income taxes1328,008 23,609 
    Other taxes91,354 78,274 
    Other current assets658,116 51,866 
    Restricted cash - current475,001 25,000 
    Marketable securities - current portion421,168 25,098 
    Total current assets1,125,149 1,260,996 
Property, plant and equipment, net146,211 131,207 
Intangible assets, net179,877 175,983 
Goodwill2522,788 515,140 
Right of use assets - operating lease8107,749 102,176 
Restricted cash - non-current4— 75,000 
Marketable securities - non-current portion410,875 — 
Non-current financial assets4,542 5,928 
Other non-current assets50,000 50,818 
Deferred tax assets44,296 31,646 
    Total non-current assets1,066,338 1,087,898 
Total assets$2,191,487 $2,348,894 
Liabilities and shareholders' equity
Current liabilities:
    Trade payables$602,180 $742,918 
    Contingencies - current portion1567,149 65,759 
    Income taxes1316,815 13,037 
    Financial liabilities - current portion44,208 219 
    Lease liability - operating - current portion833,287 31,003 
    Other taxes60,294 58,031 
    Employee - related payables99,616 85,569 
    Other current liabilities7109,367 83,457 
    Total current liabilities992,916 1,079,993 
Deferred tax liabilities3,877 3,463 
Defined benefit plans94,138 3,708 
Financial liabilities - non-current portion476 74 
Lease liability - operating - non-current portion880,762 77,536 
Contingencies - non-current portion1533,244 33,788 
Other non-current liabilities726,285 69,226 
    Total non-current liabilities148,382 187,795 
Total liabilities1,141,298 1,267,788 
Commitments and contingencies
Shareholders' equity:
Common shares, €0.025 par value, 63,316,696 and 63,248,728 shares authorized, issued and outstanding at March 31, 2023, and December 31, 2022, respectively.
2,081 2,079 
Treasury stock, 7,323,153 and 5,985,104 shares at cost as of March 31, 2023 and December 31, 2022, respectively.
(211,400)(174,293)
Additional paid-in capital760,397 734,492 
Accumulated other comprehensive income (loss)(85,415)(91,890)
Retained earnings551,922 577,653 
Equity-attributable to shareholders of Criteo S.A.1,017,585 1,048,041 
Non-controlling interests32,604 33,065 
Total equity1,050,189 1,081,106 
Total equity and liabilities$2,191,487 $2,348,894 

NotesMarch 31, 2024December 31, 2023
(in thousands)
Assets
Current assets:
    Cash and cash equivalents3$266,862 $336,341 
Trade receivables, net of allowances of $43.1 million and $43.3 million at March 31, 2024 and December 31, 2023, respectively.4610,676 775,589 
    Income taxes121,912 2,065 
    Other taxes142,630 109,306 
    Other current assets550,131 48,291 
    Restricted cash - current375,000 75,000 
    Marketable securities - current portion311,226 5,970 
    Total current assets1,158,437 1,352,562 
Property, plant and equipment, net116,798 126,494 
Intangible assets, net175,259 180,888 
Goodwill521,198 524,197 
Right of use assets - operating lease7106,765 112,487 
Marketable securities - non-current portion310,811 16,575 
Non-current financial assets5,372 5,294 
Other non-current assets560,221 60,742 
Deferred tax assets51,389 52,680 
    Total non-current assets1,047,813 1,079,357 
Total assets$2,206,250 $2,431,919 
Liabilities and shareholders' equity
Current liabilities:
    Trade payables$629,634 $838,522 
    Contingencies - current portion141,387 1,467 
    Income taxes1214,693 17,213 
    Financial liabilities - current portion34,946 3,389 
    Lease liability - operating - current portion731,848 35,398 
    Other taxes92,768 66,659 
    Employee - related payables123,293 113,287 
    Other current liabilities696,410 104,552 
    Total current liabilities994,979 1,180,487 
Deferred tax liabilities3,167 1,083 
Defined benefit plans84,357 4,123 
Financial liabilities - non-current portion376 77 
Lease liability - operating - non-current portion780,059 83,051 
Contingencies - non-current portion1432,625 32,625 
Other non-current liabilities618,388 19,082 
    Total non-current liabilities138,672 140,041 
Total liabilities1,133,651 1,320,528 
Commitments and contingencies
Shareholders' equity:
Common shares, €0.025 par value, 61,181,001 and 61,165,663 shares authorized, issued and outstanding at March 31, 2024 and December 31, 2023, respectively.2,024 2,023 
Treasury stock, 6,617,119 and 5,400,572 shares at cost as of March 31, 2024 and December 31, 2023, respectively.(204,363)(161,788)
Additional paid-in capital797,492 769,240 
Accumulated other comprehensive loss(96,763)(85,326)
Retained earnings543,092 555,456 
Equity-attributable to shareholders of Criteo S.A.1,041,482 1,079,605 
Non-controlling interests31,117 31,786 
Total equity1,072,599 1,111,391 
Total equity and liabilities$2,206,250 $2,431,919 
The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.
3

CRITEO S.A.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended
NotesMarch 31,
2023		March 31,
2022
(in thousands, except share per data)
Revenue10$445,016 $510,567 
Cost of revenue:
Traffic acquisition costs(224,398)(293,650)
Other cost of revenue(39,109)(32,893)
Gross profit181,509 184,024 
Operating expenses:
Research and development expenses(63,590)(34,027)
Sales and operations expenses(101,242)(88,999)
General and administrative expenses(40,170)(33,336)
Total operating expenses(205,002)(156,362)
Income (loss) from operations(23,493)27,662 
Financial and Other income (expense)126,827 4,030 
Income (loss) before taxes(16,666)31,692 
Provision for income taxes134,595 (10,414)
Net income (loss)$(12,071)$21,278 
Net income (loss) available to shareholders of Criteo S.A.$(11,809)$20,587 
Net income (loss) available to non-controlling interests$(262)$691 
Weighted average shares outstanding used in computing per share amounts:
Basic1456,256,08260,738,299
Diluted1460,494,82763,613,550
Net income (loss) allocated to shareholders per share:
Basic14$(0.21)$0.34 
Diluted14$(0.20)$0.32 

Three Months Ended
NotesMarch 31, 2024March 31, 2023
(in thousands, except share per data)
Revenue9$450,055 $445,016 
Cost of revenue:
Traffic acquisition costs(196,167)(224,398)
Other cost of revenue(36,665)(39,109)
Gross profit217,223 181,509 
Operating expenses:
Research and development expenses(66,858)(63,590)
Sales and operations expenses(92,842)(101,242)
General and administrative expenses(47,169)(40,170)
Total operating expenses(206,869)(205,002)
Income (loss) from operations10,354 (23,493)
Financial and Other income111,181 6,827 
Income (loss) before taxes11,535 (16,666)
Provision for income tax (expense) benefit12(2,969)4,595 
Net Income (loss)$8,566 $(12,071)
Net income (loss) available to shareholders of Criteo S.A.$7,244 $(11,809)
Net income (loss) available to non-controlling interests$1,322 $(262)
Weighted average shares outstanding used in computing per share amounts:
Basic1355,149,62256,256,082
Diluted1359,332,88256,256,082
Net income (loss) allocated to shareholders per share:
Basic13$0.13 $(0.21)
Diluted13$0.12 $(0.21)
The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.

4

CRITEO S.A.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE OPERATIONS (UNAUDITED)
Three Months Ended
March 31,
2023		March 31,
2022
(in thousands)
Three Months Ended
Three Months Ended
Three Months Ended
March 31,
2024		March 31,
2024		March 31,
2023
(in thousands)(in thousands)
Net income (loss)Net income (loss)$(12,071)$21,278 
Foreign currency translation differences, net of taxes6,315 (19,218)
Net income (loss)
Net income (loss)
Foreign currency translation adjustments, net of taxes
Actuarial gains (losses) on employee benefits, net of taxesActuarial gains (losses) on employee benefits, net of taxes(136)1,086 
Other comprehensive income (loss)Other comprehensive income (loss)$6,179 $(18,132)
Total comprehensive income (loss)$(5,892)$3,146 
Total comprehensive loss
Attributable to shareholders of Criteo S.A.Attributable to shareholders of Criteo S.A.$(5,334)$4,380 
Attributable to non-controlling interestsAttributable to non-controlling interests$(558)$(1,234)
The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.
5

CRITEO S.A.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED)
Share capital
Share capital
Share capital
Common shares
Common shares
Common shares
(in thousands, except share amounts )
(in thousands, except share amounts )
(in thousands, except share amounts )
Balance at December 31, 2022
Balance at December 31, 2022
Balance at December 31, 2022
Net income (loss)
Net income (loss)
Net income (loss)
Other comprehensive income (loss)
Other comprehensive income (loss)
Other comprehensive income (loss)
Issuance of ordinary shares
Issuance of ordinary shares
Issuance of ordinary shares
Change in treasury stocks(*)
Change in treasury stocks(*)
Change in treasury stocks(*)
Share-Based Compensation
Share-Based Compensation
Share-Based Compensation
Other changes in equity
Other changes in equity
Other changes in equity
Balance at March 31, 2023
Balance at March 31, 2023
Balance at March 31, 2023
Share capitalTreasury
Stock		Additional paid-in capitalAccumulated Other Comprehensive Income (Loss)Retained EarningsEquity - attributable to shareholders of Criteo S.A.Non controlling interestTotal equity
Common sharesShares
(in thousands, except share amounts )
Balance at December 31, 202165,883,347$2,149(5,207,873)$(131,560)$731,248$(40,294)$601,588$1,163,131$35,189$1,198,320
Net income (loss)—20,58769121,278
Other comprehensive income (loss)—(16,207)—(16,207)(1,925)(18,132)
Issuance of ordinary shares22,0471—319—320—320
Change in treasury stocks(*)
—(119,771)(5,770)—(2,534)(8,304)—(8,304)
Share-Based Compensation—8,948—8,948939,041
Other changes in equity—
Balance at March 31, 202265,905,394$2,150(5,327,644)$(137,330)$740,515$(56,501)$619,641$1,168,475$34,048$1,202,523
(*) On February 3, 2022, Criteo's board of directors authorized an extension of the share repurchase program to up to $280.0 million of the Company's outstanding American Depositary Shares. The change in treasury stocks is comprised of 303,342 shares repurchased at an average price of $27.4 offset by 183,571 treasury shares used for RSUs vesting.

Share capitalTreasury StockAdditional paid-in capitalAccumulated Other Comprehensive Income (Loss)Retained EarningsEquity - attributable to shareholders of Criteo S.A.Non controlling interestTotal equity
Common sharesShares
(in thousands, except share amounts )
Balance at December 31, 202263,248,728$2,079(5,985,104)$(174,293)$734,492$(91,890)$577,653$1,048,041$33,065$1,081,106
Net income (loss)——————(11,809)(11,809)(262)(12,071)
Other comprehensive income (loss)—————6,475—6,475(296)6,179
Issuance of ordinary shares67,9682——1,295——1,297—1,297
Change in treasury stocks(*)
——(1,338,049)(37,107)——(13,922)(51,029)—(51,029)
Share-Based Compensation————24,610——24,6109724,707
Other changes in equity——————————
Balance at March 31, 202363,316,696$2,081(7,323,153)$(211,400)$760,397$(85,415)$551,922$1,017,585$32,604$1,050,189
(*) On February 5, 2022, Criteo's board of directors authorized an extension of the 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 1,731,634 shares repurchased at an average price of $29.9 offset by 393,585 treasury shares used for RSUs vesting and by 1,006,482 treasury shares used for LUSs vesting.
Share capitalTreasury StockAdditional paid-in capitalAccumulated Other Comprehensive Income (Loss)Retained EarningsEquity - attributable to shareholders of Criteo S.A.Non controlling interestTotal equity
Common sharesShares
(in thousands, except share amounts )
Balance at December 31, 202361,165,663$2,023(5,400,572)$(161,788)$769,240$(85,326)$555,456$1,079,605$31,786$1,111,391
Net income (loss)——————7,2447,2441,3228,566
Other comprehensive income (loss)—————(11,437)—(11,437)(2,046)(13,483)
Issuance of ordinary shares15,3381——394——395—395
Change in treasury stocks(*)
——(1,216,547)(42,575)——(19,568)(62,143)—(62,143)
Share-Based Compensation————27,858——27,8585527,913
Other changes in equity——————(40)(40)—(40)
Balance at March 31, 202461,181,001$2,024(6,617,119)$(204,363)$797,492$(96,763)$543,092$1,041,482$31,117$1,072,599

(*) 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 1,996,797 shares repurchased at an average price of $29.7 offset by 405,250 treasury shares used for RSUs vesting and by 375,000 treasury shares used for LUSs vesting.
The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.
6

CRITEO S.A.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Three Months Ended
March 31,
2023		March 31,
2022
(in thousands)
Three Months EndedThree Months Ended
March 31, 2024March 31, 2024March 31, 2023
(in thousands)(in thousands)
Net income (loss)Net income (loss)$(12,071)$21,278 
Non-cash and non-operating itemsNon-cash and non-operating items31,947 34,726 
- Amortization and provisions - Amortization and provisions27,311 26,611 
- Net (gain) or loss on disposal of non-current assets(8,790)9 
- Equity awards compensation expense (1)
- Equity awards compensation expense (1)
25,168 9,489 
- Equity awards compensation expense (1)
- Equity awards compensation expense (1)
- Net (gain) or loss on disposal of non-current assets
- Change in uncertain tax position
- Net change in fair value of Earn-out
- Change in deferred taxes - Change in deferred taxes(12,297)2,868 
- Change in income taxes - Change in income taxes(137)(432)
- Other (2)
692 (3,819)
- Other
Changes in working capital related to operating activitiesChanges in working capital related to operating activities22,088 18,926 
- (Increase) / Decrease in trade receivables - (Increase) / Decrease in trade receivables164,120 92,738 
- Increase / (Decrease) in trade payables - Increase / (Decrease) in trade payables(145,011)(49,672)
- (Increase) / Decrease in other current assets - (Increase) / Decrease in other current assets(13,594)(18,947)
- Increase/ (Decrease) in other current liabilities - Increase/ (Decrease) in other current liabilities16,666 (3,182)
- Change in operating lease liabilities and right of use assets - Change in operating lease liabilities and right of use assets(93)(2,011)
Cash from operating activitiesCash from operating activities41,964 74,930 
Cash from operating activities
Cash from operating activities
Acquisition of intangible assets, property, plant and equipmentAcquisition of intangible assets, property, plant and equipment(37,195)(10,857)
Change in accounts payable related to intangible assets, property, plant and equipmentChange in accounts payable related to intangible assets, property, plant and equipment3,976 5,293 
Payment for business, net of cash acquiredPayment for business, net of cash acquired(6,500)— 
Proceeds from disposition of investmentsProceeds from disposition of investments9,625 — 
Change in other non-current financial assetsChange in other non-current financial assets(6,008)22,489 
Change in other non-current financial assets
Change in other non-current financial assets
Cash (used for) from investing activitiesCash (used for) from investing activities(36,102)16,925 
Proceeds from borrowings under line-of-credit agreement— 78,513 
Repayment of borrowings— (78,513)
Proceeds from exercise of stock options
Proceeds from exercise of stock options
Proceeds from exercise of stock optionsProceeds from exercise of stock options1,266 271 
Repurchase of treasury stocksRepurchase of treasury stocks(51,030)(8,304)
Change in other financial liabilities— 6,666 
Cash payment for contingent considerationCash payment for contingent consideration(22,025)— 
Other (2)
(428)— 
Cash payment for contingent consideration
Cash payment for contingent consideration
Change in other financing activities
Cash used for financing activitiesCash used for financing activities(72,217)(1,367)
Effect of exchange rates changes on cash and cash equivalentsEffect of exchange rates changes on cash and cash equivalents(1,182)(16,673)
Net increase (decrease) in cash and cash equivalents(67,537)73,815 
Net cash and cash equivalents at beginning of period448,200 515,527 
Net decrease in cash and cash equivalents and restricted cash
Net cash and cash equivalents and restricted cash at beginning of period
Net cash and cash equivalents and restricted cash at end of periodNet cash and cash equivalents and restricted cash at end of period$380,663 $589,342 
Supplemental disclosures of cash flow informationSupplemental disclosures of cash flow information
Supplemental disclosures of cash flow information
Supplemental disclosures of cash flow information
Cash paid for taxes, net of refunds
Cash paid for taxes, net of refunds
Cash paid for taxes, net of refundsCash paid for taxes, net of refunds(7,900)(7,978)
Cash paid for interestCash paid for interest(616)(365)
(1) Of which $24.7$26.8 million and $9.0$24.7 million of equity awards compensationcompensation expense consisted of share-based compensation expense according to ASC 718 CompensationCompensation - stock compensation for the three months ended March 202331, 2024 and 2022,2023, respectively.
(2) Primarily consists of realized gains in FX hedges for the three months ended March 2022.
The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.
7

CRITEO S.A.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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 of 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
•sitting on top of a dataset and technology that power our entire offering.


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".






























8

Note 1. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements included herein (the "Unaudited Condensed Consolidated Financial Statements") have been prepared by Criteo in accordance with generally accepted accounting principles in the United States of America ("GAAP") and pursuant to the applicable rules and regulations of the Securities and Exchange Commission ("SEC")., including regarding interim financial reporting. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP")GAAP have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. TheseAs such, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2022,2023, filed with the SEC on February 24, 2023. 23, 2024.

The unaudited condensed consolidated financial statements included herein reflect all adjustments (consisting of normal recurring adjustments) whichadjustments that are, in the opinion of management, necessary to state fairly the results for the interim periods presented. The results of operations for the interim periods presented are not necessarily indicative of the operating results to be expected for any subsequent interim period or for the fiscal year.year ending December 31, 2024.

Conformity with U.S. GAAPUse of Estimates

The preparation of our Consolidated Financial Statements requires the use of estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenue and expenses indisclosures of contingent assets and liabilities at the condenseddate of the consolidated financial statements and accompanying notes.the reported amount of revenue and expenses during the period. We base our estimates and judgmentsassumptions on historical informationexperience and on various other assumptionsfactors that we believe areto be reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates. U.S. GAAP requires us to make estimates and judgmentsEstimates in several areas, including,our financial statements include, but are not limited to:to, (1) gross vsversus net assessment in revenue recognition (2) allowances for credit losses, (3) income taxes, (4) assumptions used in valuing acquired assets and assumed liabilities in business combinations, (5)(3) assumptions used in the valuation of goodwill,long-lived assets including intangible assets, and leases, (6) assumptions used in the valuation model to determine the fair value of share-based compensation plan, and (7)goodwill, (4) assumptions surrounding the recognition and valuation of contingent liabilities and losses.

Significant Accounting Policies

Reportable Segments

Beginning with the first quarter of 2024, 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 Chief Operating Decision Maker (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 in accounting policy did not impact our results of operations, financial position, or cash flows. Refer to Note 2 for further discussion.

Goodwill Interim Impairment Evaluation
The Company's goodwill balance was $521.2 million and $524.2 million at March 31, 2024 and December 31, 2023, respectively. We assess goodwill for impairment at least annually during the fourth quarter and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. As noted above, during the first quarter 2024, the Company made a change to its operating and reportable segments from three to two segments: Retail Media and Performance Media. As a result of this change, we reassessed our reporting units for the evaluation of goodwill. Prior to this change, consistent with the determination that we had three operating/reportable segment, we determined that we had three reporting units for goodwill assessment purposes. Our reassessment during the first quarter of 2024 determined that, consistent with the determination that we had two operating/ reportable segments, we also have two reporting units for goodwill assessment purposes: Retail Media and Performance Media.

9

As a result of this change in reporting units, effective January 1, 2024, we estimated the fair value of our new reporting units and, based on an assessment of the relative fair values of our new reporting units after the change, we determined that the goodwill held by the Iponweb reportable unit was now allocated to the Performance Media reporting unit. This determination was largely based on the fact that the operations of the previous Iponweb operating segment/ reporting unit are significantly integrated with the Performance Media operating segment / reportable unit. The change in reporting units was also considered a triggering event indicating a test for goodwill impairment was required as of January 1, 2024 before and after the change in reporting units. The Company performed those impairment tests, which did not result in the identification of an impairment loss as of January 1, 2024.
Goodwill allocated to the two reportable segments and the changes in the carrying amount for the quarter-ended March 31, 2024 were as follows:
Retail MediaPerformance MediaTotal
(in thousands)
Balance at January 1, 2024149,680 374,517 524,197 
Acquisitions— — — 
Disposals— — — 
Currency translation adjustment(759)(2,240)(2,999)
Impairments— — — 
Balance at March 31, 2024148,921 372,277 521,198 
There have been no other significant changes to our significant accounting policies described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.
9

Accounting Pronouncements Adopted in 20232023.

NoRecently Issued Accounting Pronouncements

There have been no recently issued accounting standards were adopted in 2023during the period which had ana material impact on the Company's financial statements.

Recent Accounting Pronouncements
AccountingThere are no recently issued accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s Consolidated Financial Statements upon adoption.our results of operations, financial condition, or cash flows.

Note 2. Business acquisitions
Iponweb

On August 1, 2022, the Company, Iponweb Holding Limited, Exezars Limited (a subsidiary of Iponweb Holding Limited and collectively with Iponweb Holding Limited, the “Sellers”), Mr. Ljubisa Bogunovic, in his capacity as trustee of the “IW General Management Trust” and Mr. Boris Mouzykantskii, founder and Chief Executive Officer of Iponweb Holding Limited (the “Founder”) entered into an amended and restated Framework Purchase Agreement (the “FPA”), amending and restating the previously disclosed framework purchase agreement, dated December 22, 2021, which provided for the acquisition of the business of Iponweb Holding Limited (the "Iponweb business"), a market-leading AdTech company with world-class media trading capabilities, by the Company (the “Iponweb Acquisition”).

This business combination is composed of an asset purchase of Iponweb intellectual property and other intangible rights and a share purchase of 100% of the share capital and voting rights of nine Iponweb operational legal entities.
Purchase price. The purchase price, as per ASC 805, was $290.2 million for the Iponweb business, out of which $61.2 million represents the fair value of the contingent consideration. This contingent consideration is payable in cash to the Sellers in an amount up to $100 million, conditioned upon the achievement of certain net revenue targets by the Iponweb business for the 2022 and 2023 fiscal years.
Separate compensation arrangement. The Company transferred Treasury shares with a fair value of $70.2 million to Iponweb's Sellers, subject to lock-up conditions. As these shares are subject to a lock-up period that expires in three installments on each of the first three anniversaries of the Iponweb Acquisition, unless the Founder's employment agreement is terminated under certain circumstances during the pendency of such lock-up period, the $70.2 million fair value was not included in the purchase price consideration above and will be accounted for separately from the business combination as a stock compensation expense. See Note 11 for further discussion.

Financing. The acquisition was financed by available cash resources, and in connection with the Acquisition, the Company drew down €50.0 million ($51.1 million) for a one-month period on its then-current revolving credit facility (repaid prior to quarter end) to provide additional liquidity.
Assets acquired and liabilities assumed. The transaction was accounted for as a business acquisition. The purchase price allocation has been completed.
On the Acquisition Date, assets acquired and liabilities assumed by major asset class before purchase price allocationare as follow:
10

Estimated fair values
(in millions)
Cash and cash equivalents$93.3 
Trade receivables100.7 
    Other current assets1.1 
Technology90.2 
Customer relationships7.2 
Other non-current assets59.0 
Trade Payables(191.5)
Other current liabilities(3.1)
Other non-current liabilities(54.3)
Net assets acquired$102.6
Developed technology represents the estimated fair value of the features underlying the Iponweb products as well as the platform providing services to Iponweb customers. Customer relationships represent the estimated fair value of the underlying relationships with Iponweb customers, including the fair value of unbilled and unrecognized contracts yet to be fulfilled. The estimated useful lives of technologies acquired and customer relationships are four and nine years, respectively.

In theIponweb business's opening balance sheet, Criteo recognized a $17.6 million liability related to the Iponweb business's uncertain tax positions in accordance with ASC 740. The Company also recognized a $33.7 million provision in connection with the Iponweb business, accounted for under ASC 450 Contingencies. As part of the Acquisition, the Sellers agreed to indemnify Criteo for losses related to certain liabilities, up to an amount of $50.0 million. As such, we have recognized an indemnification asset of $50.0 million which is recorded as part of "Other non-current assets" on the consolidated statement of financial position.


Goodwill. The Company has completed the valuation of assets acquired and liabilities assumed as part of the Iponweb Acquisition, based on facts and circumstances that existed as of the Acquisition Date. The excess of the purchase price over the fair value of net assets acquired has been allocated to goodwill. The goodwill of $187.6 million is primarily attributable to synergies expected to be realized from leveraging our technological capabilities and from the existence of an assembled workforce.


Acquisition costs. Acquisition related costs of $12.58 million were recorded within general and administrative expenses on the consolidated statements of comprehensive income for the twelve months ended December 31, 2022. In the period ending March 31, 2023, we did not record any acquisition related costs.

Impact on profit and loss. The Company's consolidated statements of operations for the three months ended March 31, 2023 include Iponweb's revenues of $25.1 million and pretax income (loss) of $2.4 million.
On a pro-forma basis, assuming the Acquisition occurred on January 1, 2021, Criteo's consolidated pro-forma revenue and net income or loss would have been as follows:
Pro Forma Consolidated Statement of Operations Data
Three Months Ended
March 31,
2023		March 31,
2022
(in thousands)
Revenue$445,016 $563,397 
Net Income (loss)(12,071)16,722 

11


The historical consolidated financial information has been adjusted in the pro forma combined financial statements to give the effect to pro forma events that are directly attributable to the business combination and are reasonably estimable. The pro forma information is for informational purposes only and is not indicative of the results of operations that would have been achieved if the Acquisition had taken place at the beginning the Company's fiscal year 2021.
Brandcrush
On February 28, 2023 we completed the acquisition of all of the outstanding shares of Brandcrush Inc. ("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. A preliminary valuation of the fair value of Brandcrush’s assets acquired was performed as of February 28, 2023, resulting in the identification of technology of $3.5 million. Provisional goodwill amounted to $5.0 million, subject to post-closing purchase price adjustments. Once this valuation analysis is finalized, the estimate of the fair value of the assets acquired and liabilities assumed may be adjusted. The Company will finalize these amounts no later than one year from the acquisition date. In addition, acquisition costs amounting to $0.4 million were fully expensed as incurred. 

12

Note 3.2. Segment information
Reportable segments
The Company reports segment information based on the "management"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. TheBeginning with the first quarter of 2024, the Company changed its segment reporting structure and reports its results of operations through the following threetwo segments: Marketing Solutions, Retail Media and Iponweb.

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

–Retail Media: This segment allowsencompasses revenue generated from brands, agencies and retailers to generatefor the purchase and sale of retail media digital advertising revenues from consumer brands, and/or to drive sales for themselves, by monetizing their datainventory and audiences, through personalized ads, either on their own digital property or on the open Internet, that address multiple marketing goals.and services.

–Iponweb:Performance Media: This segment specializes in building real-time advertising technologyencompasses commerce activation, monetization, and trading infrastructure, delivering advanced media buying, selling, and packaging capabilities for media owners, agencies, performance advertisers, and 3rd-party ad tech platforms.services.


Segment operating results,The Company's CODM allocates resources to and assesses the performance of each segment using information about Contribution ex-TAC,excluding Traffic Acquisition Costs (Contribution ex-TAC), which is Criteo'sour segment profitability measure and reflects our gross profit plus other costs of revenue. The Company's CODM does not review any other financial information for our two segments.

The following table shows revenue by reportable segment:
Three Months Ended
March 31,
2023		March 31,
2022
(in thousands)
Marketing Solutions$381,907 463,888 
Retail Media38,021 46,679 
Iponweb25,088 — 
Total Revenue$445,016 $510,567 

Three Months Ended
March 31,
2024		March 31,
2023
(in thousands)
Retail Media50,872 38,021 
Performance Media399,183 406,995 
Total Revenue$450,055 $445,016 

11

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

Three Months Ended
March 31,
2024		March 31,
2023
(in thousands)
Contribution ex-TAC
Retail Media$50,169 $37,352 
Performance Media203,719 183,266 
253,888 220,618 
Other costs of sales(36,665)(39,109)
Gross profit$217,223 $181,509 
Operating expenses
Research and development expenses(66,858)(63,590)
Sales and operations expenses(92,842)(101,242)
General and administrative expenses(47,169)(40,170)
Total Operating expenses(206,869)(205,002)
Income (loss) from operations$10,354 $(23,493)
Financial and Other Income (Expense)1,181 6,827 
Income (loss) before tax$11,535 $(16,666)

13
12

Three Months Ended
March 31,
2023		March 31,
2022
(in thousands)
Contribution ex-TAC
Marketing Solutions$158,178 $186,088 
Retail Media37,352 30,829 
Iponweb25,088 — 
$220,618 $216,917 
Other costs of sales(39,109)(32,893)
Gross profit$181,509 $184,024 
Operating expenses
Research and development expenses(63,590)(34,027)
Sales and operations expenses(101,242)(88,999)
General and administrative expenses(40,170)(33,336)
Total Operating expenses(205,002)(156,362)
Income (loss) from operations$(23,493)$27,662 
Financial and Other Income6,827 4,030 
Income (loss) before tax$(16,666)$31,692 
The Company's chief operating decision maker, or CODM, does not review any other financial information for our three segments, other than Contribution ex-TAC, at the reportable segment level.
Note 3. Financial Instruments

Note 4. Cash, Cash Equivalents, Marketable Securities and Restricted Cash
Fair Value Measurements
As of March 31, 2023
Cash and Cash EquivalentMarketable Securities
(in thousands)
Cash228,055 $— 
Level 2
   Term deposits and notes77,607 32,043 
Total$305,662 $32,043 
As of December 31, 2022
Cash and Cash EquivalentMarketable Securities
(in thousands)
Cash282,293 $— 
Level 2
   Term deposits and notes65,907 25,098 
Total$348,200 $25,098 
14

We classify our cash, cash equivalents and marketable debt securities within Level 1 or Level 2 because we use quoted market prices or pricing models with observable inputs to determine their fair value. Our term deposits are comprised primarily of interest-bearing term deposits and mutual funds. Interest-bearing and term bank deposits are considered levelLevel 2 financial instruments as they are measured using valuation techniques based on observable market data.Term deposits are considered a level 2 financial instrument as they are measured using valuation techniques based on observable market data.
March 31, 2024December 31, 2023
Cash and Cash EquivalentMarketable SecuritiesCash and Cash EquivalentMarketable Securities
(in thousands)
Level 1
Cash and cash equivalents$212,326 $— $285,518 $— 
Level 2
   Term deposits and notes$54,536 $22,037 $50,823 $22,545 
Total$266,862 $22,037 $336,341 $22,545 

The fair value of term deposits approximates their carrying amount given the nature of the investments, its maturities and expected future cash flows.
Marketable Securities
The following table presents for each reporting period, the breakdown of the fair value of marketable securities:
March 31, 2024
March 31, 2024
March 31, 2024
(in thousands)
(in thousands)
(in thousands)
March 31, 2023December 31, 2022
Securities Held-to-maturity
(in thousands)
Securities Held-to-maturity
Securities Held-to-maturitySecurities Held-to-maturity
Term DepositsTerm Deposits$32,043 $25,098 
Term Deposits
Term Deposits
TotalTotal$32,043 $25,098 
Total
Total

The gross unrealized gains on our marketable securities were not material as of March 31, 2023.
Term deposits are considered a level 2 financial instrument as they are measured using valuation techniques based on observable market data.2024.
The following table classifies our marketable debt securities by contractual maturities:

Held-to-maturityAvailable-for-sale
March 31, 20232024
(in thousands)
Due in one year$21,16811,226 $— 
Due in one to five years$10,811 
Total$10,87522,037 $— 
Total$32,043 $— 



Restricted Cash

As part of March 31, 2024, the Iponweb Acquisition, we had deposited $100.0Company has restricted cash of $75.0 million of cash intoin an escrow account containing withdrawal conditions. The cash secures the Company's potential payment of Iponweb Acquisition contingent consideration to the Sellers, which is conditioned upon the achievement of certain revenue targets by the Iponweb business for the 2022 and 2023 fiscal years. We have paid the contingent consideration of $22.0 million for the 2022 fiscal year in the quarter ended March 31, 2023.
March 31, 2023December 31, 2022
(in thousands)
Restricted cash – current$75,001 $25,000 
Restricted cash – non-current$— $75,000 
Total$75,001 $100,000 
year.

15

Note 5.4. Trade Receivables
The following table shows the breakdown in trade receivables net book value for the presented periods:
March 31, 2024March 31, 2024December 31, 2023
March 31, 2023December 31, 2022
(in thousands)
(in thousands)
(in thousands)
(in thousands)
Trade accounts receivablesTrade accounts receivables$596,368 $756,741 
(Less) Allowance for credit losses(Less) Allowance for credit losses(50,528)(47,792)
Net book value at end of periodNet book value at end of period$545,840 $708,949 
As of March 31, 2024 no customer individually exceeded 10% of our gross accounts receivables.

Note 6.5. Other Current and Non-Current Assets
The following table shows the breakdown in other current assets net book value for the presented periods:
March 31, 2024March 31, 2024December 31, 2023
March 31, 2023December 31, 2022
(in thousands)
(in thousands)
(in thousands)
(in thousands)
Prepayments to suppliersPrepayments to suppliers$11,910 $12,421 
Other debtorsOther debtors10,806 6,768 
Prepaid expensesPrepaid expenses32,417 24,549 
Other current assetsOther current assets2,983 8,128 
Net book value at end of periodNet book value at end of period$58,116 $51,866 
Net book value at end of period
Net book value at end of period
Prepaid expenses mainly consist of amounts related to SaaS arrangements.
Other non-current assets of $60.2 million are primarily comprised of the indemnification asset of $48.7 million recorded against certain tax liabilities related to the purchase agreement for the Iponweb Acquisition.
16


Note 7.6. Other Current and Non-Current Liabilities
Other current liabilities are presented in the following table:
March 31, 2024March 31, 2024December 31, 2023
March 31, 2023December 31, 2022
(in thousands)
(in thousands)
(in thousands)
(in thousands)
Customer prepaymentsCustomer prepayments$13,196 $16,334 
RebatesRebates16,871 17,671 
Accounts payable relating to capital expendituresAccounts payable relating to capital expenditures28,978 25,414 
Other creditorsOther creditors4,846 2,388 
Deferred revenueDeferred revenue27 $10 
Earn out liability – currentEarn out liability – current45,449 $21,640 
Total$109,367 $83,457 
Total current liabilities

Other non-current liabilities are presented in the following table:
March 31, 2023December 31, 2022
(in thousands)
Earn out liability – non-current$— $44,696 
Uncertain tax positions18,055 17,980 
Other8,230 6,550 
Total$26,285 $69,226 

EarnThe earn out liability
As part of is related to the Iponweb Acquisition, ,whereas the Sellers are entitled to contingent consideration, of a maximum of $100.0 million, which is conditioned upon the achievement of certain revenue targets by the Iponweb business for the 2022 and 2023 fiscal years.year. The related earn outearn-out liability is valued and discounted using management's best estimate of the consideration that willis expected to be paid in 2024 (current portion). The contingent consideration for fiscal year 2022 of $22.0 million has been paid in the period ended March 31, 2023.during 2024.

Uncertain tax positions
Other non-current liabilities alsoare presented in the following table:
March 31, 2024December 31, 2023
(in thousands)
Uncertain tax positions17,014 16,785 
Other1,374 2,297 
Total non-current liabilities$18,388 $19,082 

Other non-current liabilities include approximately $18$17.0 million related to uncertain tax positions as of March 31, 2023.2024. These uncertain tax positions are primarily related to the Iponweb Acquisition.


1723

Note 8.7. Leases
The components of lease expense are as follows:
Three Months Ended
March 31, 2023March 31, 2022
OfficesData CentersTotalOfficesData CentersTotal
(in thousands)
Lease expense$3,704 $5,576 $9,280 $4,409 $5,207 $9,616 
Short term lease expense142 9 151 151 3 154 
Variable lease expense89 4 93 50 5 55 
Sublease income(229)— (229)(172)(172)
Total operating lease expense$3,706 $5,589 $9,295 $4,438 $5,215 $9,653 

As of March 31, 2023, we have additional operating leases, that have not yet commenced which will result in additional operating lease liabilities and right of use assets:
OfficesData Centers
(in thousands)
Additional operating lease liabilities$1,081 $26,954 
Additional right of use assets$1,081 $26,954 
These operating leases will commence during the fiscal years ending December 31, 2023, 2024 and 2025, respectively.
Three Months EndedMarch 31, 2024March 31, 2023
OfficesData CentersTotalOfficesData CentersTotal
(in thousands)
Lease expense$3,617 $6,245 $9,862 $3,704 $5,576 $9,280 
Short term lease expense313 — 313 142 9 151 
Variable lease expense331 28 359 89 4 93 
Sublease income(422)— (422)(229)— (229)
Total operating lease expense$3,839 $6,273 $10,112 $3,706 $5,589 $9,295 

1823

Note 9.8. Employee Benefits

Defined Benefit Plans
According to the French law and the Syntec Collective Agreement, French employees are entitled to compensation paid on retirement.
The following table summarizes the changes in the projected benefit obligation:
Projected benefit obligation
(in thousands)
Projected benefit obligation present value at January 1, 20222023$5,5313,708 
Service cost1,756707 
 Interest cost73161 
Curtailment(306)
Actuarial losses (gains)(3,311)(290)
Currency translation adjustment(341)143 
Projected benefit obligation present value at December 31, 20222023$3,7084,123 
Service cost176172 
 Interest cost4140 
Actuarial losses (gains)13694 
Currency translation adjustment77 (72)
Projected benefit obligation present value at March 31, 20232024$4,1384,357 
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:
Three Months EndedYear ended
March 31, 2023December 31, 2022
Discount rate (Corp AA)4.10%4.25%
Expected rate of salary increase5%5%
Expected rate of social charges48%48%
Expected staff turnover0% - 17.8%0% - 17.8%
Estimated retirement ageProgressive tableProgressive table
Life tableTH-TF 2000-2002 shiftedTH-TF 2000-2002 shifted

Three Months EndedYear Ended
March 31, 2024December 31, 2023
Discount rate (Corp AA)3.8%3.9%
Expected rate of salary increase7.0%7.0%
Expected rate of social charges48.0%48.0%
Expected staff turnoverCompany age-based tableCompany age-based table
Estimated retirement age65 years old65 years old
Life tableTH-TF 2000-2002 shiftedTH-TF 2000-2002 shifted

1923

Defined Contribution Plans
The total expense represents contributions payable to these plans by us at specified rates.
In some countries, the Group’s employees are eligible for pension payments and similar financial benefits. The Group provides these benefits via defined contribution plans. Under defined contribution plans, the Group has no obligation other than to pay the agreed contributions, with the corresponding expense charged to income for the year.year. The main contributions concernrelate to France, the United States (for 401k plans), and the United Kingdom.
Three Months Ended
March 31,
2023		March 31,
2022
(in thousands)
Defined contributions plans included in personnel expenses$(4,078)$(3,858)

Three Months Ended
March 31,
2024		March 31,
2023
(in thousands)
Defined contributions plans included in personnel expenses$(4,226)$(4,078)


Note 10.9. Revenue

Disaggregation of revenue
The following table presents our disaggregated revenues:revenues by segment:
Marketing SolutionsRetail MediaIponwebTotal
For the three months ended(in thousands)
March 31, 2023$381,907 $38,021 $25,088 $445,016 
March 31, 2022$463,888 $46,679 $— $510,567 
Three Months EndedRetail MediaPerformance MediaTotal
(in thousands)
March 31, 2024$50,872 $399,183 $450,055 
March 31, 2023$38,021 $406,995 $445,016 


20

Note 11.10. Share-Based Compensation

Equity awards Compensation Expense

Equity awards compensation expense recorded in the consolidated statements of operations was as follows:follows:
Three Months Ended
20232022
(in thousands)
   Research and Development(16,172)(3,968)
   Sales and Operations(4,045)(2,566)
   General and Administrative(4,951)(2,955)
Total equity awards compensation expense(25,168)(9,489)
Tax benefit from equity awards compensation expense1,700 1,215 
Total equity awards compensation expense, net of tax effect$(23,468)$(8,274)

Three Months Ended
20242023
(in thousands)
Research and Development(14,595)(16,172)
Sales and Operations(5,727)(4,045)
General and Administrative(6,970)(4,951)
Total equity awards compensation expense(27,292)(25,168)
Tax benefit from equity awards compensation expense2,428 1,700 
Total equity awards compensation expense, net of tax effect$(24,864)$(23,468)


During the three months ended March 31, 2024, the Company settled $13.1 million of equity instruments granted under share-based arrangements.

The breakdown of the equity award compensation expense by instrument type was as follows:
Three Months Ended
20232022
(in thousands)
Share options(38)(58)
Lock-up shares(10,591)— 
Restricted stock units / Performance stock units(14,079)(8,983)
Non-employee warrants(460)(448)
Total equity awards compensation expense(25,168)(9,489)
Tax benefit from equity awards compensation expense1,700 1,215 
Total equity awards compensation expense, net of tax effect$(23,468)$(8,274)

23

Three Months Ended
20242023
(in thousands)
Share options— (38)
Lock-up shares(9,613)(10,591)
Restricted stock units / Performance stock units(17,179)(14,079)
Non-employee warrants(500)(460)
Total equity awards compensation expense(27,292)(25,168)
Tax benefit from equity awards compensation expense2,428 1,700 
Total equity awards compensation expense, net of tax effect$(24,864)$(23,468)

A detailed description of each instrument type is provided below.


Share Options

Stock options granted under the Company’s stock incentive plans generally vest over four years, subject to the holder’s continued service through the vesting date and expire no later than 10 years from the date of grant.
In the following tables, exercise prices, grant date share fair values and fair value per equity instruments are provided in euros, as the Company is incorporated in France and the euro is the currency used for the grants.

Options OutstandingOptions Outstanding
Number of Shares Underlying Outstanding OptionsWeighted-Average Exercise PriceWeighted-Average Remaining Contractual Term (Years)Aggregate Intrinsic Value
Options Outstanding
Number of Shares Underlying Outstanding OptionsWeighted-Average Exercise PriceWeighted-Average Remaining Contractual Term (Years)Aggregate Intrinsic Value
Outstanding - December 31, 2022372,329 
Outstanding as of December 31, 2023
Outstanding as of December 31, 2023
Outstanding as of December 31, 2023
Options granted
Options granted
Options grantedOptions granted— 
Options exercisedOptions exercised(12,363)
Options exercised
Options exercised
Options forfeited
Options forfeited
Options forfeitedOptions forfeited(400)
Options canceledOptions canceled— 
Options canceled
Options canceled
Options expiredOptions expired(300)
Outstanding - March 31, 2023359,266 €20.65 4.49€16.25 
Options expired
Options expired
Outstanding as of March 31, 2024
Outstanding as of March 31, 2024
Outstanding as of March 31, 2024298,330 
Vested and exercisable - March 31, 2023288,866 
Vested and exercisable as of March 31, 2024
Vested and exercisable as of March 31, 2024
Vested and exercisable as of March 31, 2024

21


The aggregate intrinsic value represents the difference between the exercise price of the options and the fair market value of common stock on the date of exercise. No new stock options were granted in the period ending March 31, 2023.2024. As of March 31, 2023,2024, there was no remaining unrecognized stock-based compensation $0.1 millioncompensation related to unvested stock options will be recognized on a straight-line basis over a weighted average period of 1 year.options.





Lock up shares

On August 1, 2022, 2,960,243 Treasury shares were transferred to the Founder (referred to as Lock Up Shares or "LUS", see Note 2)), as partial consideration for the Iponweb Acquisition. As theseThese shares are subject to a lock-up period that expires in three installments on each of the first three anniversaries of the Iponweb Acquisition, unless the vesting schedule changes or the Founder's employment agreement is terminated under certain circumstances during the pendency of such lock-up period, theyperiod. These shares are considered as equity settled share-based payments under ASC 718 and are accounted over the three-year vestinglock-up period. The share based compensation expense is included in Research and Development expenses on the Consolidated Statement of Income. The shares were valued based on the volume weighted average price of one ADS traded on Nasdaq during the twenty (20) trading days immediately preceding July 28, 2022.
SharesWeighted-Average Grant date Fair Value Per Share
Outstanding as of December 31, 20222,960,243 — 
Granted— — 
Vested— — 
Forfeited— — 
Outstanding as of March 31, 20232,960,243 $23.94 

SharesWeighted-Average Grant date Fair Value Per Share
Outstanding as of December 31, 20231,953,761 — 
Granted— — 
Vested(375,000)— 
Forfeited— — 
Outstanding as of March 31, 20241,578,761 €23.94 

At
During the three months ended March 31, 2023,2024, the vesting resulted in the recognition of share-based compensation expense of $5.1 million.

As of March 31, 2024, the Company had unrecognized stock-based compensation relating to restricted stock of approximately $45.3$11.3 million, which is expected to be recognized over a period of 3 years starting from the grant date ofApril 1, 2024 to August 1, 2022.2025.

Restricted Stock Units /and Performance Stock Units

On March 1, 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 awardsunits generally vest over four years, subject to the holder’s continued service and/or certain performance conditions through the vesting date.
In the following tables, exercise prices, grant date share fair values and fair value per equity instruments are provided in euros, as the Company is incorporated in France and the euro is the currency used for the grants.

Shares (RSU)Shares (RSU)Weighted-Average Grant date Fair Value Per Share
Shares (RSU)Weighted-Average Grant date Fair Value Per Share
Outstanding as of December 31, 2023
Shares (RSU)Weighted-Average Grant date Fair Value Per Share
Outstanding as of December 31, 2022
Outstanding as of December 31, 2023
GrantedGranted497,821 — 
VestedVested(273,456)— 
ForfeitedForfeited(196,070)— 
Outstanding as of March 31, 20235,378,250 €25.69 
Outstanding as of March 31, 2024

AtThe RSUs are subject to a vesting period of four years, over which the expense is recognized on a straight-line basis. A total of 382,418 shares have been granted under this plan, with a grant-date fair value of €29.88.



As of March 31, 2023,2024, the Company had unrecognized stock-based compensation relating to restricted stock of approximately $81.1$65.9 million, which is expected to be recognized over a weighted-average period of 3.153.06 years.

22

Shares (PSU)Weighted-Average Grant date Fair Value Per Share
Outstanding as of December 31, 2022522,467 — 
Granted356,402 — 
Vested(118,161)— 
Forfeited— — 
Outstanding as of March 31, 2023760,708 €27.20 
Performance Stock Units

AtPerformance stock units are subject to either a performance condition or a market condition.

Awards that are subject to a performance condition, are earned based on internal financial performance metrics measured by Contribution ex-TAC. A total of 536,452 shares have been granted at target under this plan 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 1,072,906. The grant-date fair value is determined based on the fair-value of the shares at the grant date, which is €29.88 per share for a total fair value of approximately $17.4 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, 2023660,395 — 
Granted536,452 — 
Performance share adjustment64,152 
Vested(111,278)— 
Forfeited— — 
Outstanding as of March 31, 20241,149,721 €29.52 

As of March 31, 2023,2024, the Company had unrecognized stock-based compensation relatingrelated to restrictedperformance stock units of approximately $16.2$23.6 million, which is expected to be recognized over a weighted-average period of 3.56 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 $13.7 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 Company42.73 %
Expected volatility of the benchmark71.18 %
Risk-free rate4.27 %
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— — 
Granted268,226 — 
Vested— — 
Forfeited— — 
Outstanding as of March 31, 2024268,226 €51.28 
As of March 31, 2024, a total of $0.5 million expense has been recognized and the Company had unrecognized stock-based compensation related to performance stock units based of market conditions of $13.3 million, which is expected to be recognized over a period from April 1, 2024 to March 1, 2027.
Non-employee warrants

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

SharesSharesWeighted-Average Grant date Fair Value Per ShareWeighted-Average Remaining Contractual Term (Years)Aggregate Intrinsic Value
SharesWeighted-Average Grant date Fair Value Per ShareWeighted-Average Remaining Contractual Term (Years)Aggregate Intrinsic Value
Outstanding as of December 31, 2023
SharesWeighted-Average Grant date Fair Value Per ShareWeighted-Average Remaining Contractual Term (Years)Aggregate Intrinsic Value
Outstanding - December 31, 2022
Outstanding as of December 31, 2023
Granted
Granted
GrantedGranted— 
ExercisedExercised(52,223)
Exercised
Exercised
Canceled
Canceled
CanceledCanceled— 
ExpiredExpired— 
Outstanding - March 31, 2023250,552 €17.65 5.27€19.25 
Expired
Expired
Outstanding as of March 31, 2024
Outstanding as of March 31, 2024
Outstanding as of March 31, 2024
Vested and exercisable - March 31, 2023230,737 
Vested and exercisable - March 31, 2024
Vested and exercisable - March 31, 2024
Vested and exercisable - March 31, 2024

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

No new stock non-employee warrants were granted in the period ending March 31, 2023.2024. As of March 31, 2023, the2024 all instruments werehave fully vested.



23


Note 12.11. Financial and Other Income and Expenses
The condensed consolidated statements of income line item “Financial and Other income (expense)”income” can be broken down as follows:
Three Months Ended
March 31,
2023		March 31,
2022
(in thousands)
Three Months Ended
Three Months Ended
Three Months Ended
March 31,
2024		March 31,
2024		March 31,
2023
(in thousands)(in thousands)
Financial income from cash equivalentsFinancial income from cash equivalents$1,063 $133 
Interest and feesInterest and fees(486)(547)
Foreign exchange gains (losses)Foreign exchange gains (losses)(1,949)4,463 
Other financial income (expense)8,199 (19)
Total Financial and Other income (expense)$6,827 $4,030 
Foreign exchange gains (losses)
Foreign exchange gains (losses)
Discounting impact
Other financial income
Total Financial and Other income
The $6.8$1.2 million in financial and other income for the three months ended March 31, 2023,2024, were mainly driven by the recognition offinancial income from cash equivalents and a negativepositive impact of foreign exchange, reevaluations net of related hedging and the up-front fees amortization, the non-utilization costs, and the financial expense relating to our available Revolving Credit Facility financing, fullypartially offset by the proceeds from disposalchange in the accretion of non consolidated investments.the earn-out liability related to the Iponweb Acquisition.
AtAs of March 31, 2023,2024, our exposure to foreign currency risk was centralized at Criteo S.A. and hedged using foreign currency swaps or forward purchases or sales of foreign currencies.



24

Note 13. Income Taxes
Breakdown of12. Income Taxes
The tax provision for interim periods is determined using an estimate of our annual effective tax rate (“AETR”), adjusted for discrete items arising in the period. To calculate our estimated AETR, we estimate our income before taxes and the related tax expense or benefit for the full fiscal year (total of expected current and deferred tax provisions), excluding the effect of significant unusual or infrequently occurring items or comprehensive income items not recognized in the statement of income. Each quarter, we update our estimate of the annual effective tax rate, and if our estimated annual tax rate does change, we make a cumulative adjustment in that quarter. Our quarterly tax provision, and our quarterly estimate of our annual effective tax rate, are subject to significant volatility due to several factors, including our ability to accurately predict our income (loss) before provision for income taxes in multiple jurisdictions and the changes in foreign exchange rates.jurisdictions. Our effective tax rate in the future will depend on the portion of our profits earned within and outside of France.
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. While the adoption of Pillar Two did not have a material impact on the first quarter of 2024, the Company will continue to assess the ongoing impact as additional guidance becomes available.


The following table presents provision for income taxes:
Three Months Ended
March 31, 2023March 31, 2022
(in thousands)
Provision for income tax expense (benefit)$(4,595)$10,414 
Three Months Ended
March 31, 2024March 31, 2023
(in thousands)
Provision for income tax (expense) benefit$(2,969)$4,595 

For the three months ended March 31, 20232024 and March 31, 2022,2023, provision for incomes taxes is $(4.6)income tax (expense) benefit was $(3.0) million and $10.4$4.6 million, respectively. The $(4.6)$(3.0) million tax benefitexpense was driven by the lossprofits from operations.
The three months ended March 31, 20232024 provision for income taxes mainly differs from the nominal standard French rate of 25.0% due to the application of a reduced income tax rate on the majority of the technology royalties income in France.France and nondeductible equity awards compensation expense.


25

Note 14.13. Earnings Per Share

Basic Earnings Per Share
We calculate basic earnings per share by dividing the net income or loss for the period attributable to shareholders of the Parent by the weighted average number of shares outstanding.
Three Months Ended
March 31, 2023March 31, 2022
Three Months Ended
Three Months Ended
Three Months Ended
March 31, 2024March 31, 2024March 31, 2023
Net income (loss) attributable to shareholders of Criteo S.A.Net income (loss) attributable to shareholders of Criteo S.A.$(11,809)$20,587 
Weighted average number of shares outstandingWeighted average number of shares outstanding56,256,082 60,738,299 
Basic earnings per shareBasic earnings per share$(0.21)$0.34 
Diluted Earnings Per Share
We calculate diluted earnings per share by dividing the net income or loss attributable to shareholders of the Parent by the weighted average number of shares outstanding plus any potentially dilutive shares not yet issued from share-based compensation plans (refer to Note 11)10). There were no other potentially dilutive instruments outstanding as ofFor the three months ended March 31, 2023, and March 31, 2022. Consequently,the Company reported a net loss hence basic net loss per share was the same as diluted net loss per share, as the inclusion of all potential dilutive effects from shares are considered.of common stock outstanding would have been anti-dilutive.
For each period presented, a contract to issue a certain number of shares (i.e., share option, non-employee warrant, employee warrant ("BSPCE")) is assessed as potentially dilutive if it is “in the money” (i.e., the exercise or settlement price is lower than the average market price).
Three Months Ended
March 31, 2023March 31, 2022
Three Months Ended
Three Months Ended
Three Months Ended
March 31, 2024March 31, 2024March 31, 2023
Net income (loss) attributable to shareholders of Criteo S.A.Net income (loss) attributable to shareholders of Criteo S.A.$(11,809)$20,587 
Basic shares :
Weighted average number of shares outstanding of Criteo S.A.
Weighted average number of shares outstanding of Criteo S.A.
Weighted average number of shares outstanding of Criteo S.A.Weighted average number of shares outstanding of Criteo S.A.56,256,082 60,738,299 
Dilutive effect of :Dilutive effect of :
Restricted share awards ("RSUs")Restricted share awards ("RSUs")4,062,752 2,591,530 
Restricted share awards ("RSUs")
Restricted share awards ("RSUs")
Lock-up shares ('LUSs")
Share options and BSPCEShare options and BSPCE118,146 179,089 
Share warrantsShare warrants57,847 104,632 
Diluted shares :
Weighted average number of shares outstanding used to determine diluted earnings per share
Weighted average number of shares outstanding used to determine diluted earnings per share
Weighted average number of shares outstanding used to determine diluted earnings per shareWeighted average number of shares outstanding used to determine diluted earnings per share60,494,827 63,613,550 
Diluted earnings per shareDiluted earnings per share$(0.20)$0.32 
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:
Three Months Ended
March 31, 2023March 31, 2022
Three Months Ended
Three Months Ended
Three Months Ended
March 31, 2024March 31, 2024March 31, 2023
Restricted share awardsRestricted share awards497,821 58,840 
Share options and BSPCEShare options and BSPCE— — 
Weighted average number of anti-dilutive securities excluded from diluted earnings per shareWeighted average number of anti-dilutive securities excluded from diluted earnings per share497,821 58,840 



26

Note 15.14. Commitments and contingencies
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 Regulatory matters
In November 2018,Following a complaint from Privacy International filedagainst a complaintnumber of advertising technology companies with certain data protection authorities, including in France, France's Commission Nationale de l'Informatique et des Libertés ("CNIL"(the "CNIL"), opened a formal investigation in January 2020 against Criteo and a number of other similarly situated advertising technology companies, arguing that certain of these companies' practices were not in compliance withCriteo. In June 2023, the CNIL issued its decision, which retained alleged European Union's General Data Protection Regulation ("GDPR"). In January 2020, CNIL opened a formal investigation into Criteo in response to this complaint, and on June 23, 2021, CNIL notified violations but reduced the Company of the appointment of an investigator(rapporteur) for the ongoing investigation. The investigation also covers another complaint against Criteo received in November 2018 by CNIL from the European Center for Digital Rights ("NOYB").
On August 3, 2022, the assigned rapporteur issued a report that claimed certain GDPR violations, in particular relating to the Company’s contractual relationships with its advertisers and publishers with respect to consent collection oversight. The report includes a proposed financial sanction against Criteo from the Companyoriginal amount of €60.0€60 million ($65.365.0 million).Under to €40 million ($43.3 million). Criteo issued the CNILrequired sanction procedures,payment during the third quarter of 2023. The decision relates to past matters and does not include any obligation for Criteo had the right to respond in writing to the report, both with respect to the GDPR findings and the value of the sanction, and did so, following which a formal hearingchange its current practices. Criteo has appealed this decision before the CNIL Sanction Committee occured on March 16, 2023, with both Criteo andFrench Council of State (Conseil d’Etat).
We are party to a claim (Doe v. GoodRx Holdings, Inc. et al. in the rapporteur presenting their respective positions. The CNIL Sanction Committee is expected to issue a draft decision that will be submitted for consultation to other European data protection authorities as part of the cooperation mechanism mandated by GDPR. A final decision, including regarding potential financial penalties, will likely occur by mid-2023.

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

Given the receipt of this report, which included a proposed sanction penalty of €60.0 million ($65.3 million), we have accountedDistrict Court for the proposed penalty as a provision for a loss contingency, which is reflected inNorthern District of California), alleging violations of various state and federal laws. We intend to vigorously defend our financial statements, as a current liability, forposition, but we are unable to predict the period ended as of March 31, 2023. Such amount could be lower or higher based on the final resolution and merits of the claims made in the report.potential outcome.

Non income tax risks
We have recorded a $33.2$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. We have recorded an indemnification asset in the full amount of the provision as the Company is indemnified against certain tax liabilities under the FPA.Framework Purchase Agreement (FPA). The indemnification asset is recorded as part of "Other non current assets" on the consolidated statement of financial position.
27

Note 16.15. Breakdown of Revenue and Non-Current Assets by Geographical Areas
The Company operates in the following three geographical markets:
•    Americas (North and South America);
•    EMEA (Europe, Middle-East and Africa); and
•    Asia-Pacific.
The following tables disclose our consolidated revenue for each geographical area for each of the reported periods. Revenue by geographical area is based on the location of advertisers’ campaigns or of the retailers.
AmericasEMEAAsia-PacificTotal
For the three months ended:(in thousands)
March 31, 2023$188,288 $160,214 $96,514 $445,016 
March 31, 2022$194,847 $193,954 $121,766 $510,567 
For the Three Months EndedAmericasEMEAAsia-PacificTotal
(in thousands)
March 31, 2024$198,365 $162,842 $88,848 $450,055 
March 31, 2023$188,288 $160,214 $96,514 $445,016 
Revenue generated in France amounted to $23.3 million and $30.8 million for the three months ended March 31, 2023 and March 31, 2022 respectively.
Revenue generated in other significant countries where we operate is presented in the following table:
Three Months Ended
March 31, 2023March 31, 2022
(in thousands)
Three Months Ended
Three Months Ended
Three Months Ended
March 31, 2024March 31, 2024March 31, 2023
(in thousands)(in thousands)
AmericasAmericas
Americas
Americas
United States
United States
United StatesUnited States$169,591 $171,864 
EMEAEMEA
Germany
Germany
GermanyGermany$45,782 $55,455 
FranceFrance$23,298 $30,781 
Asia-PacificAsia-Pacific
JapanJapan$59,692 $77,975 
Japan
Japan


28

Other Information
For each reported period, non-current assets (corresponding to the net book value of tangible and intangible assets, excluding right of use assets related to lease agreements) are presented in the table below. The geographical information includes results from the locations of legal entities.
AmericasEMEAAsia-PacificTotal
(in thousands)
March 31, 2023$91,766 $209,760 $24,562 $326,088 
December 31, 2022$92,952 $193,007 $21,231 $307,190 
AmericasEMEAAsia-PacificTotal
(in thousands)
March 31, 2024$86,664 $191,642 $13,751 $292,057 
December 31, 2023$89,355 $202,969 $15,058 $307,382 

29

Note 17.16. Subsequent Events

The Company evaluated all subsequent events that occurred after March 31, 20232024 through the date of issuance of the unaudited condensed consolidated financial statements and determined there are no significant events that require adjustments or disclosure.
30

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2022,2023, filed with the Securities and Exchange Commission or "SEC"("SEC"), on February 24, 2023.23, 2024. In addition to our historical condensed consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Quarterly Report on Form 10-Q, particularly in Part II, Item 1A, "Risk Factors."

Critical Accounting PoliciesTo supplement our condensed consolidated financial statements, which are prepared and Estimatespresented in accordance with generally accepted accounting principles in the United States of America ("GAAP"), we present Contribution ex-TAC, and Adjusted EBITDA, which are non-GAAP financial measures. We define Contribution ex-TAC as a profitability measure akin to gross profit. It is calculated by deducting traffic acquisition costs from revenue and reconciled to gross profit through the exclusion of other costs of revenue. Contribution ex-TAC is presented in the section entitled "Contribution excluding Traffic Acquisition Costs", which includes a reconciliation to its most directly comparable GAAP financial measure, Gross Profit. We define Adjusted EBITDA as our consolidated earnings before financial income (expense), income taxes, depreciation and amortization, adjusted to eliminate the impact of equity awards compensation expense, pension service costs, certain restructuring, integration and transformation costs, certain acquisition costs and a loss contingency related to a regulatory matter. Adjusted EBITDA is presented in the section entitled "Adjusted EBITDA", which includes a reconciliation to its most directly comparable GAAP financial measure, Net Income. We also present revenues, traffic acquisition costs and Contribution ex-TAC on a constant currency basis; these measures exclude the impact of foreign currency fluctuations and are computed by applying the average exchange rates for the prior year to the current year figures. A reconciliation is provided in the section entitled "Constant Currency Reconciliation".

There have been no material changesWe believe these non-GAAP financial measures provide investors with useful supplemental information about the financial performance of our business, enable comparison of financial results between periods where certain items may vary independent of business performance, and allow for greater transparency with respect to key metrics used by management in operating our critical accounting policies and estimates from the information provided in Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations," included in our Annual Report filed on Form 10-K for the year ended December 31, 2022.

Recently Issued Pronouncements

See "Recently Issued Accounting Standards" under Note 1, "Summary of Significant Accounting Policies," of the Notes to Unaudited Condensed Consolidated Financial Statements for a discussion of certain accounting standards that have been issued during 2023.

Non-GAAP Financial Measures
business. As required by the rules of the Securities and Exchange Commission (“SEC”),SEC, we provide reconciliations of the non-GAAP financial measures contained in this document to the most directly comparable measures under GAAP, whichGAAP.
Overview
We are set fortha global technology company driving superior commerce outcomes for marketers and media owners through the world’s leading Commerce Media Platform. We operate in commerce media, the financial tables below.future of digital advertising, leveraging commerce data and artificial intelligence ("AI") to connect ecommerce, digital marketing and media monetization to reach consumers throughout their shopping journey. Our vision is to bring richer experiences to every consumer by supporting a fair and open internet that enables discovery, innovation, and choice – powered by trusted and impactful advertising. We have accelerated and deeply transformed the Company from a single-product to a multi-solution platform provider, fast diversifying our business into new solutions..

ReconciliationWe report our segment results as Retail and Performance Media:

•Retail Media encompasses revenue generated from brands, agencies and retailers for the purchase and sale of retail media digital advertising inventory and audiences, and services.

•Performance Media segment encompasses commerce activation, monetization, and services.








Current quarter financial highlights
For the three months ended March 31, 2024, revenue grew by 1% to $450.1 million, compared to the same period in the prior year, reflecting growth in Retail Media. At constant currency, revenue increased by 3%.
Gross profit for the three months ended March 31, 2024 increased by 20% to $217.2 million, compared to the same period in the prior year, primarily due to revenue growth and lower traffic acquisition costs.
Contribution ex-TAC for the three months ended March 31, 2024 increased by 15% to Gross Profit$253.9 million, compared to the same period in the prior year, driven by growth across both segments. At constant currency, Contribution ex-TAC increased by 17%.
Net income for the three months ended March 31, 2024 increased by 171% to $8.6 million, compared to the same period in the prior year, primarily due to revenue growth.
Adjusted EBITDA for the three months ended March 31, 2024 increased by 83% to $70.7 million, compared to the same period in the prior year, primarily due to higher Contribution ex-TAC over the period and disciplined cost management.

Cash flow from operating activities was $14.0 million for the three months ended March 31, 2024, compared to $42.0 million in the same period in the prior year, reflecting TAC payments in line with seasonality.

Trends, Opportunities and Challenges
We believe our performance and future success depend on several factors that present significant opportunities but also pose risks and challenges, including those referred to in Part I, Item 1A of our risk factor section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
Develop and Scale our Commerce Media Platform

Our future growth depends upon our ability to retain and scale our existing clients and increase the usage of our Commerce Media platform as well as adding new customers. We believe that we are in a leading position in the Commerce Media space as we have unique commerce data at scale, deep integrations with retailers, a large client base, differentiated technology and a R&D powerhouse. By unifying the Commerce Media ecosystem with a multi-retailer, multi-channel, multi-format approach and providing full funnel closed loop measurement to our clients, we believe we are well positioned to capture more ad budgets and market share.

Business and Macroeconomic Conditions

Global economic and geopolitical conditions have been increasingly volatile due to factors such as the conflicts in Ukraine and the Middle East, inflation, and high interest rates. The economic uncertainty resulting from these factors has negatively impacted advertising demand, consumer behavior, and to some extent, our performance.

These factors, among others, including the impact of persistent inflation, make it difficult for Criteo and our clients to accurately forecast and plan future business activities, and could cause the company's clients to reduce or delay their advertising spending or increase their cautiousness, which, in turn, could have an adverse impact on our business, financial condition and results of operations. We are monitoring these macroeconomic conditions closely and may continue to take actions in response to such conditions to the extent they adversely affect our business.

Seasonality

In the advertising industry, companies commonly experience seasonal fluctuations in revenue, as many marketers allocate the largest portion of their budgets to the third and fourth quarter of the calendar year in order to coincide with increased back-to-school and holiday purchasing. Historically, the fourth quarter has reflected our highest level of advertising activity for the year. We generally expect the subsequent first quarter to reflect lower activity levels, but this trend may be masked due to the growth of our business.

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


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

Privacy Trends and Government Regulations

We are subject to U.S. and international laws and regulations regarding privacy, data protection, digital advertising and the collection of user data. In addition, large Internet and technology companies such as Google and Apple are making their own decisions as to how to protect consumer privacy with measures resulting in signal loss, which impact the entire digital ecosystem. Google’s web browser, Chrome, announced plans to deprecate support for third-party cookies in 2025, which will follow a one-percent deprecation of third-party cookies for Chrome users globally that was implemented in the first quarter of 2024. These developments could cause instability in the advertising technology industry. We have developed a multi-pronged addressability strategy to enhance our resilience post third-party identifiers.




Results of Operations for the Periods Ended March 31, 2024 and March 31, 2023 (Unaudited)
Revenue

Revenue breakdown by segment
Three Months Ended
March 31,
2024		March 31,
2023		%
 change
(in thousands, except percentages)
Revenue as reported$450,055 $445,016 1%
Conversion impact U.S. dollar/other currencies6,231 — 
Revenue at constant currency456,286 445,016 3%
Retail Media revenue as reported50,872 38,021 34%
Conversion impact U.S. dollar/other currencies(223)— 
Retail Media revenue at constant currency50,649 38,021 33%
Performance Media revenue as reported399,183 406,995 (2)%
Conversion impact U.S. dollar/other currencies6,454 — 
Performance Media revenue at constant currency405,637 406,995 —%


Revenue for the three months ended March 31, 2024 increased 1%, or 3% on a constant currency basis, to $456.3 million compared to the three months ended March 31, 2023 reflecting growth in Retail Media.

In the three months ended March 31, 2024, 89% of revenue came from existing clients while 11% came from new client additions.

Retail Media revenue increased 34%, or 33% on a constant currency basis, to $50.6 million for the three months ended March 31, 2024, driven by continued strength in Retail Media onsite, in particular in the U.S. market, and growing network effects of onboarding brands and retailers to the platform.

Performance Media revenue decreased (2)%, or 0% on a constant currency basis, to $405.6 million for the three months ended March 31, 2024, with improving trends across all verticals.

Additionally, our $450.1 million of revenue for the three months ended March 31, 2024 was negatively impacted by $6.2 million of currency fluctuations, particularly as a result of the depreciation of the Euro, Japanese Yen, and the Brazilian Real compared to the U.S. dollar.












Revenue breakdown by region
Three Months Ended
March 31,
2024		March 31,
2023		%
 change
(in thousands, except percentages)
Revenue as reported$450,055 $445,016 1%
Conversion impact U.S. dollar / other currencies6,231 — 
Revenue at constant currency456,286 445,016 3%
Americas
Revenue as reported198,365 188,288 5%
Conversion impact U.S. dollar / other currencies(631)— 
Revenue at constant currency
197,734 188,288 5%
EMEA
Revenue as reported162,842 160,214 2%
Conversion impact U.S. dollar / other currencies(315)— 
Revenue at constant currency
162,527 160,214 1%
Asia-Pacific
Revenue as reported88,848 96,514 (8)%
Conversion impact U.S. dollar / other currencies7,177 — 
Revenue at constant currency96,025 96,514 (1)%
Our revenue in the Americas region increased 5%, or 5% on a constant currency basis, to $197.7 million for the three months ended March 31, 2024 compared to the three months ended March 31, 2023. This primarily reflects continued strong performance of Retail Media as the platform continues to scale with large retailers and consumer brands and strong Classified trends in the region.

Our revenue in EMEA increased 2%, or 1% on a constant currency basis, to $162.5 million for the three months ended March 31, 2024 compared to the three months ended March 31, 2023, reflecting continued traction in Retail Media and continued strength in Travel.

Our revenue in the Asia-Pacific region decreased (8)%, or (1)% on a constant currency basis, to $96.0 million for the three months ended March 31, 2024 compared to the three months ended March 31, 2023, reflecting soft Classified trends, partially offset by solid Retail and Travel trends in the region.


Cost of Revenue
Three Months Ended
March 31, 2024March 31, 2023%
 change
(in thousands, except percentages)
Traffic acquisition costs$(196,167)$(224,398)(13)%
Other cost of revenue(36,665)(39,109)(6)%
Total cost of revenue(232,832)(263,507)(12)%
% of revenue52 %59 %
Gross profit %48 %41 %


Three Months Ended
March 31,
2024		March 31,
2023		%
change		%
change
 at Constant Currency
(in thousands, except percentages)
Retail Media
$(703)$(669)5%4%
Performance Media(195,464)(223,729)(13)%(12)%
Traffic Acquisition Costs(196,167)(224,398)(13)%(11)%

Cost of revenue for the three months ended March 31, 2024 decreased $(30.7) million, or (12)%, compared to the three months ended March 31, 2023. This decrease was primarily the result of a decrease of $(28.2) million, or (13)% (or (11)% on a constant currency basis) in traffic acquisition costs driven by a lower average price partially offset by an increase in volume, and a decrease of $(2.4) million, or (6)% in other cost of revenue.

Traffic acquisition costs in Retail Media increased by 5% (or 4% at constant currency).

Traffic acquisition costs in Performance Media decreased by (13)% (or (12)% at constant currency). This was driven by a (8)% decrease (or (6)% at constant currency) in the average cost per thousand impressions ("CPM") for inventory purchased, including lower CPMs for signal-limited environments where Criteo continues to perform, and a (6)% decrease in the number of impressions we purchased.

The decrease in other cost of revenue included a decrease in depreciation of servers, offset by other hosting costs.



Contribution excluding Traffic Acquisition Costs

We define Contribution ex-TACexcluding Traffic Acquisition Costs, "Contribution ex-TAC", as a profitability measure akin to gross profit. It is calculated by deducting traffic acquisition costs from revenue and reconciled to gross profit through the exclusion of other costs of revenue. Contribution ex-TAC is not a measure calculated in accordance with U.S. GAAP. We have included Contribution ex-TAC because it is a key measure used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions. In particular, we believe that this measure can provide useful measures for period-to-period comparisons of our business.Accordingly,business. Accordingly, we believe that Contribution ex-TAC provides useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors. Our use of Contribution ex-TAC has limitations as an analytical tool, and you should not consider them in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Some of these limitations are: (a) other companies, including companies in our industry which have similar business arrangements, may address the impact of TAC differently; (b) other companies may report Contribution ex-TAC or similarly titled measures but calculate them differently, which reduces their usefulness as a comparative measure. Because of these and other limitations,you should consider Contribution ex-TAC alongside our other U.S. GAAP financial measures.

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

Three Months Ended
Three Months Ended
Three Months Ended
March 31,
2024		March 31,
2024		March 31,
2023
Three Months Ended
March 31, 2023March 31, 2022
(in thousands, except client data)
(in thousands)
(in thousands)
(in thousands)
Gross ProfitGross Profit$181,509 $184,024 
Other Cost of RevenueOther Cost of Revenue$39,109 $32,893 
Contribution ex-TACContribution ex-TAC$220,618 $216,917 


We consider Contribution ex-TAC as a key measure of our business activity. Our strategy focuses on maximizing our Contribution ex-TAC on an absolute basis over maximizing our near-term gross margin. We believe this focus builds sustainable long-term value for our business by fortifying a number of our competitive strengths, including access to advertising inventory, breadth and depth of data and continuous improvement of our Criteo AI Engine’s performance, allowing it to deliver more relevant advertisements at scale. As part of this focus, we continue to invest in building preferred relationships with direct publishers and pursue access to leading advertising exchanges.

31

The following table sets forth our revenue and Contribution ex-TAC by segment:
Three Months Ended
March 31,
2024		March 31,
2023		%
change		%
 change at Constant Currency
(amounts in thousands, except percentages)
Revenue
Retail Media$50,872 $38,021 34%33%
Performance Media399,183 406,995 (2)%—%
Total450,055 445,016 1%3%
Contribution ex-TAC
Retail Media$50,169 $37,352 34%34%
Performance Media203,719 183,266 11%13%
Total253,888 220,618 15%17%

Contribution ex-TAC increased $33.3 million, or 15% for the three months ended March 31, 2024 compared to the three months ended March 31, 2023. The increase in Contribution ex-TAC was driven by growth in both segments.


Constant Currency Reconciliation
Information in this Form 10-Q with respect to results presented on a constant currency basis was calculated by applying prior period average exchange rates to current period results. Management reviews and analyzes business results excluding the effect of foreign currency translation because they believe this better represents our underlying business trends. Below is a table which reconciles the actual results presented in this section with the results presented on a constant currency basis:
Three Months Ended
March 31,
2024		March 31,
2023		%
change
(amounts in thousands, except percentages)
Gross Profit as reported$217,223 $181,509 20%
Other cost of revenue as reported(36,665)(39,109)(6)%
Contribution ex-TAC as reported253,888 220,618 15%
Conversion impact U.S. dollar/other currencies3,722 — 
Contribution ex-TAC at constant currency257,610 220,618 17%
Contribution ex-TAC/Revenue as reported56 %50 %
Traffic acquisition costs as reported(196,167)(224,398)(13)%
Conversion impact U.S. dollar/other currencies(2,509)— 
Traffic Acquisition Costs at constant currency(198,676)(224,398)(11)%
Revenue as reported450,055 445,016 1%
Conversion impact U.S. dollar/other currencies6,231 — 
Revenue at constant currency$456,286 $445,016 3%

Research and Development Expenses

Three Months Ended
March 31, 2024March 31, 2023%
change
(in thousands, except percentages)
Research and development expenses$(66,858)$(63,590)5%
% of revenue(15)%(14)%
Research and development expenses for the three months ended March 31, 2024, increased $3.3 million or 5% compared to the three months ended March 31, 2023. This increase mainly related to higher headcount-related costs and depreciation and amortization costs.


Sales and Operations Expenses
Three Months Ended
March 31, 2024March 31, 2023%
change
(in thousands, except percentages)
Sales and operations expenses$(92,842)$(101,242)(8)%
% of revenue(21)%(23)%
Sales and operations expenses for the three months ended March 31, 2024 decreased $(8.4) million or (8)% compared to the three months ended March 31, 2023. This decrease mainly related to a decrease in headcount-related costs, a decrease in bad debt expense partially offset by an increase in share based compensation expense.

General and Administrative Expenses
Three Months Ended
March 31, 2024March 31, 2023%
change
(in thousands, except percentages)
General and administrative expenses$(47,169)$(40,170)17%
% of revenue(10)%(9)%
General and administrative expenses for the three months ended March 31, 2024, increased $7.0 million or 17%, compared to the three months ended March 31, 2023. The increase mainly relates to the change in fair value of the earn-out liability related to the acquisition of the Iponweb business, and an increase in share based compensation expense.

Financial and Other Income
Three Months Ended
March 31, 2024March 31, 2023%
change
(in thousands, except percentages)
Financial and Other Income$1,181 $6,827 (83)%
% of revenue— %2 %
Financial and Other income for the three months ended March 31, 2024, decreased by $(5.6) million or (83)% compared to the three months ended March 31, 2023. The decrease is related to the disposal of non consolidated investments during the three months ended March 31, 2023, and the accretion of the earn-out liability related to the Iponweb Acquisition, partially offset by the positive change in foreign exchange gain and income from cash equivalents.
As of March 31, 2024, our exposure to foreign currency risk was centralized at Criteo S.A. and hedged using foreign currency swaps or forward purchases or sales of foreign currencies.



Provision for Income Taxes
Three Months Ended
March 31, 2024March 31, 2023%
change
(in thousands, except percentages)
Provision for income tax (expense) benefit$(2,969)$4,595 (165)%

Provision for income tax expense for the three months ended March 31, 2024, decreased $7.6 million or (165)% compared to the three months ended March 31, 2023. The decrease was driven by the income from operations.
The provision for income taxes mainly differs from the nominal standard French rate of 25.0% due to the application of a reduced income tax rate on the majority of the technology royalties income in France and nondeductible equity awards compensation expense.



Adjusted EBITDA to Net Income (Loss)
We define Adjusted EBITDA as our consolidated earnings before financial income (expense), income taxes, depreciation and amortization, adjusted to eliminate the impact of equity awards compensation expense, pension service costs, certain restructuring, integration and transformation costs, and certain acquisition costs and a loss contingency related to a regulatory matter.costs. Adjusted EBITDA is not a measure calculated in accordance with U.S. GAAP. We have included Adjusted EBITDA because it is a key measure used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short-term and long-term operational plans. In particular, we believe that the elimination of equity awards compensation expense, pension service costs, certain restructuring, integration and transformation costs, and certain acquisition costs and a loss contingency related to a regulatory matter in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons of our business. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors. Our use of Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Some of these limitations are: (a) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; (b) Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; (c) Adjusted EBITDA does not reflect the potentially dilutive impact of equity-based compensation; (d) Adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us; and (e) other companies, including companies in our industry, may calculate Adjusted EBITDA or similarly titled measures differently, which reduces their usefulness as a comparative measure. Because of these and other limitations, you should consider Adjusted EBITDA alongside our U.S. GAAP financial results, including net income.

Three Months Ended
March 31,
20232022
Net income (loss)$(12,071)$21,278 
Adjustments:
Financial (Income) expense(6,606)(4,030)
Provision for income taxes(4,595)10,414 
Equity awards compensation expense26,065 9,490 
Pension service costs176 275 
Depreciation and amortization expense25,320 22,144 
Acquisition-related costs832 2,544 
Restructuring, integration and transformation costs9,602 710 
Total net adjustments50,794 41,547 
Adjusted EBITDA$38,723 $62,825 
Three Months Ended
March 31, 2023March 31, 2022
(in thousands)
(Gain) from forfeitures of share-based compensation awards(897)— 
Facilities related (gain) costs618 533 
Payroll related (gain) costs9,631 — 
Consulting costs related to transformation250 177 
Restructuring, integration and transformation (gain) costs$9,602 $710 
32

Results of Operations for the Periods Ended March 31, 2023and March 31, 2022(Unaudited)
Revenue breakdown by segment
Three Months Ended
March 31, 2024March 31, 2023
(in thousands, except percentages)
Net Income (loss)$8,566 $(12,071)
Adjustments:
Financial (Income) expense(1,181)(6,606)
Provision for income taxes (benefit)2,969 (4,595)
Equity awards compensation expense27,292 26,065 
Pension service costs172 176 
Depreciation and amortization expense24,918 25,320 
Acquisition-related costs— 832 
Restructuring, integration and transformation costs7,943 9,602 
Total net adjustments62,113 50,794 
Adjusted EBITDA
$70,679 $38,723 

We reportThe following table presents our segments results as Marketing Solutions, Retail Media and Iponweb:Adjusted EBITDA on a comparative basis:
•Criteo Marketing Solutions allow commerce companies to address multiple marketing goals by engaging their consumers with personalized ads across the web, mobile and offline store environments.
•Criteo Retail Media 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.
•Iponweb specializes in building real-time advertising technology and trading infrastructure, delivering advanced media buying, selling, and packaging capabilities for media owners, agencies, performance advertisers, and 3rd-party ad tech platforms.
Three Months Ended
March 31, 2024March 31, 2023% change
(in thousands, except percentages)
Adjusted EBITDA$70,679 $38,723 83%

ThreeAdjusted EBITDA increased $32.0 million, or 83% for the three months ended March 31, 20232024 compared to the three months ended March 31, 20222023, primarily due to higher Contribution ex-TAC.
Revenue breakdown by segment

 Three Months Ended
March 31, 2023March 31, 20222023 vs 2022
(in thousands)
Revenue as reported$445,016 $510,567 (13)%
Conversion impact U.S. dollar/other currencies$18,457 
Revenue at constant currency (1)
$463,473 $510,567 (9)%
Marketing Solutions revenue as reported$381,907 $463,888 (18)%
Conversion impact U.S. dollar/other currencies$18,083 
Marketing Solutions revenue at constant currency (1)
399,990 463,888 (14)%
Retail Media revenue as reported (2)
38,021 46,679 (19)%
Conversion impact U.S. dollar/other currencies$374 
Retail Media revenue at constant currency (1)
38,395 46,679 (18)%
Iponweb revenue as reported25,088 — N/A
Conversion impact U.S. dollar/other currencies$— 
Iponweb revenue at constant currency (1)
25,088 — N/A

(1) Information herein with respect to results presented on a constant currency basis is computed by applying prior period average exchange rates to current period results. We have included results on a constant currency basis because it is a key measure used by our management and board of directors to evaluate operating performance. Management reviews and analyzes business results excluding the effect of foreign currency translation because they believe this better represents our underlying business trends. The table above reconciles the actual results presented in this section with the results presented on a constant currency basis.
(2) In all arrangements running on Criteo's Commerce Media platform, the Company recognizes revenue on a net basis, whereas revenue from arrangements running on legacy Retail Media solutions were accounted for on a gross basis. Most clients using Criteo’s legacy Retail Media solutions transitioned to this platform by the end of 2022. During the transition period, Revenue declined but Contribution ex-TAC margin percentage increased. Contribution ex-TAC was not impacted by this transition.

33


Revenue by segment

Revenue for the three months ended March 31, 2023 decreased (13)%, or (9)% on a constant currency basis, to $445.0 million compared to the three months ended March 31, 2022, reflecting the impact of recognizing revenue on a net basis for clients transitioning to the Company's platform in Retail Media.

In the three months of 2023, 91% of revenue came from existing clients while 9% came from new client additions. Our number of clients was up 2% year-over-year, or down -1% excluding Iponweb.

Marketing Solutions revenue decreased (18)%, or (14)% on a constant currency basis, to $381.9 million for the three months ended March 31, 2023, driven by anticipated signal loss impacts, the suspension of the Company's operations in Russia and soft retail trends, partially offset by continued strength in travel.

Retail Media revenue decreased (19)%, or (18)% on a constant currency basis, to $38.0 million for the three months ended March 31, 2023, reflecting the impact of recognizing revenue on a net basis for clients transitioning to the Company's platform. As a result of this transition to a full platform business, the growth of Retail Media revenue has been temporarily impacted. Reflecting the underlying economic performance, Retail Media's Contribution ex-TAC increased 21%, or 22% on a constant currency basis, for the three months ended March 31, 2023, driven by continued strength in Retail Media onsite, in particular in the U.S. market, and growing network effects of onboarding brands and retailers to the platform.

Iponweb revenue for the three months ended March 31, 2023 was $25.1 million following the closing of the acquisition on August 1, 2022.

Additionally, our $445.0 million of revenue for the three months ended March 31, 2023 was negatively impacted by $18.5 million of currency fluctuations, particularly as a result of the depreciation of the Euro, Japanese Yen, British Pound, Turkish Lira, Russian Ruble and the Brazilian Real compared to the U.S. dollar.



























34

Three months ended March 31, 2023 compared to the three months ended March 31, 2022

Revenue breakdown by region
Information in this Form 10-Q with respect to results presented on a constant currency basis was calculated by applying prior period average exchange rates to current period results. Management reviews and analyzes business results excluding the effect of foreign currency translation because they believe this better represents our underlying business trends. Below is a table which reconciles the actual results presented in this section with the results presented on a constant currency basis.
Three Months Ended
March 31, 2023March 31, 20222023 vs 2022
(in thousands)
Revenue as reported$445,016 $510,567 (13)%
Conversion impact U.S. dollar / other currencies$18,457 
Revenue at constant currency (1)
463,473 510,567 (9)%
Americas
Revenue as reported188,288 194,847 (3)%
Conversion impact U.S. dollar / other currencies$(65)
Revenue at constant currency (1)
188,223 194,847 (3)%
EMEA
Revenue as reported160,214 193,954 (17)%
Conversion impact U.S. dollar / other currencies$8,539 
Revenue at constant currency (1)
168,753 193,954 (13)%
Asia-Pacific
Revenue as reported96,514 121,766 (21)%
Conversion impact U.S. dollar / other currencies$9,983 
Revenue at constant currency (1)
$106,497 $121,766 (13)%
(1) Revenue at constant currency excludes the impact of foreign currency fluctuations and is computed by applying the average exchange rates for the prior year to the following year figures.

Revenue by region

Our revenue in the Americas region decreased (3)%, or (3)% on a constant currency basis, to $188.3 million for the three months ended March 31, 2023 compared to the three months ended March 31, 2022. This primarily reflects the impact of recognizing revenue on a net basis for Retail Media clients transitioning to the Company's platform, partially offset by continued strong performance of Retail Media as the platform continues to scale with large retailers and consumer brands and a rebound in travel.

Our revenue in EMEA decreased (17)%, or (13)% on a constant currency basis, to $160.2 million for the three months ended March 31, 2023 compared to the three months ended March 31, 2022, reflecting soft retail trends across our markets. This also reflects the impact of recognizing revenue on a net basis for Retail Media clients transitioning to the Company's platform, partially offset by solid traction in Retail Media.

Our revenue in the Asia-Pacific region decreased (21)%, or decreased (13)% on a constant currency basis, to $96.5 million for the three months ended March 31, 2023 compared to the three months ended March 31, 2022, reflecting soft retail and Classified trends in the region.



35


Cost of Revenue
Three Months Ended% change
March 31, 2023March 31, 20222023 vs 2022
(in thousands, except percentages)
Traffic acquisition costs$(224,398)$(293,650)(24)%
Other cost of revenue$(39,109)$(32,893)19 %
Total cost of revenue$(263,507)$(326,543)(19)%
% of revenue(59)%(64)%
Gross profit %41 %36 %

Three Months Ended% change
% change at Constant Currency (2)
March 31, 2023March 31, 20222023 vs 20222023 vs 2022
(in thousands, except percentages)
Marketing Solutions$(223,729)$(277,800)(19)%(16)%
Retail Media
$(669)$(15,850)(96)%(96)%
Iponweb (1)
$— $— — %— %
Traffic Acquisition Costs$(224,398)$(293,650)(24)%(21)%

(1) There are no traffic acquisition costs associated with the Iponweb solutions as we are acting as agent in all the arrangements.

Cost of revenue for the three months ended March 31, 2023 decreased $(63.0) million, or (19)%, compared to the three months ended March 31, 2022. This decrease was primarily the result of a decrease of $(69.3) million, or (24)% (or (21)% on a constant currency basis) in traffic acquisition costs driven by a lower average price partially offset by an increase in volume, and an increase of $6.2 million, or 19% in other cost of revenue.
Traffic acquisition costs in Marketing Solutions decreased by (19)% (or (16)% at constant currency). This was driven by a (29)% decrease (or 26% at constant currency) in the average cost per thousand impressions ("CPM") for inventory purchased, including lower CPMs for signal-limited environments where Criteo continues to perform, and a 13% increase in the number of impressions we purchased, reflecting our expanding relationships with existing and new publisher partners, in particular through direct connections, to support client demand for advertising campaigns.
Traffic acquisition costs in Retail Media(1) decreased by (96)% (or (96)% at constant currency), reflecting the technical and transitory impact related to the client migration to our platform because we recognize revenue on a net basis in all arrangements running on the platform.
As Iponweb reports revenues on a net basis, it has no traffic acquisition costs.
The increase in other cost of revenue included an increase in hosting costs of $9.0 million partially offset by depreciation and amortization expense of $3.0 million


36

Contribution excluding Traffic Acquisition Costs
We consider Contribution ex-TAC as a key measure of our business activity. Our strategy focuses on maximizing our Contribution ex-TAC on an absolute basis over maximizing our near-term gross margin. We believe this focus builds sustainable long-term value for our business by fortifying a number of our competitive strengths, including access to advertising inventory, breadth and depth of data and continuous improvement of our Criteo AI Engine’s performance, allowing it to deliver more relevant advertisements at scale. As part of this focus, we continue to invest in building preferred relationships with direct publishers and pursue access to leading advertising exchanges.
The following table sets forth our revenue and Contribution ex-TAC by segment:

Three Months Ended
SegmentMarch 31,
2023		March 31,
2022		YoY Change
YoY Change at Constant Currency (2)
(amounts in thousands, except percentages)
Revenue
Marketing Solutions$381,907 $463,888 (18)%(14)%
Retail Media38,021 46,679 (19)%(18)%
Iponweb25,088 — N/AN/A
Total445,016 510,567 (13)%(9)%
Contribution ex-TAC (1)
Marketing Solutions158,178 186,088 (15)%(10)%
Retail Media37,352 30,829 21 %22 %
Iponweb(2)
25,088 — N/AN/A
Total220,618 216,917 2 %6 %










(1) Refer to the "Non-GAAP Financial Measures" section for a definition of this Non-GAAP metric.
(2) There are no traffic acquisition costs associated with the Iponweb solutions as we are acting as agent in all the arrangements.
37

Constant Currency Reconciliation
Information in this Form 10-Q with respect to results presented on a constant currency basis was calculated by applying prior period average exchange rates to current period results. Management reviews and analyzes business results excluding the effect of foreign currency translation because they believe this better represents our underlying business trends. Below is a table which reconciles the actual results presented in this section with the results presented on a constant currency basis:
Three Months Ended
March 31,
2023		March 31,
2022		YoY Change
(amounts in thousands, except percentages)
Revenue as reported$445,016$510,567(13)%
Conversion impact U.S. dollar/other currencies18,457 — 
Revenue at constant currency$463,473$510,567(9)%
Traffic acquisition costs as reported$(224,398)$(293,650)(24)%
Conversion impact U.S. dollar/other currencies(8,518)— 
Traffic Acquisition Costs at constant currency$(232,916)$(293,650)(21)%
Contribution ex-TAC as reported$220,618 $216,917 2 %
Conversion impact U.S. dollar/other currencies9,939 — 
Contribution ex-TAC at constant currency$230,557 $216,917 6 %
Contribution ex-TAC/Revenue as reported50 %42 %
Other cost of revenue as reported$(39,109)$(32,893)19 %
Gross Profit as reported$181,509 $184,024 (1)%

38

Research and Development Expenses
Three months ended March 31, 2023 compared to the three months ended March 31, 2022
Three Months Ended% change
March 31,
2023		March 31,
2022		2023 vs 2022
(in thousands, except percentages)
Research and development expenses$(63,590)$(34,027)87%
% of revenue(14)%(7)%

Research and development expenses for the three months ended March 31, 2023, increased $29.6 million or 87% compared to the three months ended March 31, 2022. This increase mainly related to an increase in headcount-related expenses, including consideration paid to the Iponweb seller and accounted for as share-based compensation, and the amortization of Iponweb acquisition-related intangible assets.
Sales andOperations Expenses
Three months ended March 31, 2023 compared to the three months ended March 31, 2022
Three Months Ended% change
March 31,
2023		March 31,
2022		2023 vs 2022
(in thousands, except percentages)
Sales and operations expenses$(101,242)$(88,999)14%
% of revenue(23)%(17)%

Sales and operations expenses for the three months ended March 31, 2023 increased $12.2 million or 14% compared to the three months ended March 31, 2022. This increase mainly related to an increase in headcount-related costs partially offset by a decrease in marketing expenses and bad debt expense.
General andAdministrative Expenses
Three months ended March 31, 2023 compared to the three months ended March 31, 2022
Three Months Ended% change
March 31,
2023		March 31,
2022		2023 vs 2022
(in thousands, except percentages)
General and administrative expenses$(40,170)$(33,336)21%
% of revenue(9)%(7)%

General and administrative expenses for the three months ended March 31, 2023, increased $6.8 million or 21%, compared to the three months ended March 31, 2022. The increase mainly relates to headcount-related costs.
39

Financial and Other Income / (Expense)
Three months ended March 31, 2023 compared to the three months ended March 31, 2022
Three Months Ended% change
March 31,
2023		March 31,
2022		2023 vs 2022
(in thousands, except percentages)
Financial and Other Income / (Expense)$6,827 $4,030 69%
% of revenue2 %1 %
Financial and Other income for the three months ended March 31, 2023, increased by $2.8 million or 69% compared to 2022. The $6.8 million financial and other income for the three months ended March 31, 2023, were driven by the recognition of a negative impact of foreign exchange reevaluations net of related hedging and the up-front fees amortization, the non-utilization costs, and the financial expense relating to our available Revolving Credit Facility financing, fully offset by the proceeds from disposal of non-consolidated investments. At March 31, 2023, our exposure to foreign currency risk was centralized at Criteo S.A. and hedged using foreign currency swaps or forward purchases or sales of foreign currencies.
Provision for Income Taxes
Three months ended March 31, 2023 compared to the three months ended March 31, 2022
Three Months Ended% change
March 31,
2023		March 31,
2022		2023 vs 2022
(in thousands, except percentages)
Provision for income tax expense (benefit)$(4,595)$10,414 NM
For the three months ended March 31, 2023 benefit for incomes taxes is $(4.6) million. For the three months ended March 31, 2022 income tax expense was $10.4 million. The $(4.6) million was driven by the loss from operations. The three months ended March 31, 2023 provision for income taxes mainly differs from the nominal standard French rate of 25.0% due to the application of a reduced income tax rate on the majority of the technology royalties income in France
40

Net Income / (Loss)
Three months ended March 31, 2023 compared to the three months ended March 31, 2022
Three Months Ended% change
March 31,
2023		March 31,
2022		2023 vs 2022
(in thousands, except percentages)
Net income (loss)$(12,071)21,278 (157)%
% of revenue(3)%4 %
Net income for the three months ended March 31, 2023, decreased $(33.3) million, or (157)%, compared to the three months ended March 31, 2022. This decrease was the result of the business dynamics discussed above, in particular, a $(51.2) million decrease in income from operations, offset by $2.8 million increase in financial and other income and by a $(15.0) million decrease in provision for income taxes compared to the three months ended March 31, 2022.
41

Liquidity and Capital Resources
Our cash and cash equivalents and restricted cash at March 31, 20232024 were held for working capital and general corporate purposes, which could include acquisitions, and amounted to $380.7$341.9 million as of March 31, 2023.2024. The $(67.5)$(69.4) million decrease in cash and cash equivalents, and restricted cash compared withto December 31, 20222023, primarily resulted from a decrease $(36.1)of $(13.9) million in cash used for investing activities and by $(72.2)$(62.2) million in cash used for financing activities over the period, partially offset by an increase of $42.0$14.0 million in cash fromprovided by operating activities. The cash used for financing activities mainly related to $(51.0) million in cash used for the share repurchase program, and to $22.2 million payout of the current portion earn-out liability resulting from the Iponweb acquisition, partially offset by $1.3 million of proceeds from capital increase following the exercises of stock options. In addition, the decrease in cash includes an $(1.2) million negative impact of changes in foreign exchange rates on our cash position over the period. We do not enter into investments for trading or speculative purposes. Our policy is to invest any cash in excess of our immediate requirements in investments designed to preserve the principal balance and provide liquidity. Accordingly, our cash and cash equivalents are invested primarily in demand deposit accounts that are currently providing only a minimal return.
As disclosed in our Annual Report on Form 10-K for the fiscal year 2022,ended December 31, 2023, on September 27, 2022, the Company entered into a new five year Revolving Credit Facility (the(as amended, the "RCF") that allows immediate access to an additional €407.0 million ($442.6440.0 million) of liquidity, which, combined with our cash position, marketable securities and treasury shares as of March 31, 2023,2024, provides total liquidity above $813$805.5 million. Overall, we believe that our current financial liquidity, combined with our expected cash-flow generation in 2023,2024, enables financial flexibility.
Share buy-back programs
In December 2021, we completed a $100$100.0 million share repurchase program. In 2022, we completed an additional $136$136.0 million share repurchase.repurchase program, and in 2023, we completed an additional $125.0 million share repurchase program. For the three months ended March 31, 2023,2024, we had acquired $51.0have repurchased $62.1 million of our on-going share repurchase program.shares.
All above programs have been implemented under our multi-year authorization granted by our Board of Directors. On December 7, 2022,February 1, 2024, this authorization was extended to a total amount of $480$630.0 million. Other than these repurchase programs, we intend to retain all available funds and any future earnings to fund our growth.
Off-Balance Sheet Arrangements
We do not have any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. In addition, we do not engage in trading activities involving non-exchange traded contracts. We therefore believe that we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in these relationships.
Operating and Capital Expenditure Requirements
For the three months ended March 31, 20232024 and 2022,2023, our capital expenditures were $33.2$13.2 million and $5.6$33.2 million, respectively. During the three months ended March 31, 2023,2024, these capital expenditures were mainly comprised of acquisition of data center and server equipment, and internal IT systems.software development costs. We expect our capital expenditures to remain at or slightly above, 4%around 9% of revenueContribution Ex-TAC for 2023,2024, as we plan to continue to build, reshape and maintain additional data center equipment capacity in all regions and we increase our investments supportingto further develop our new work from home policy as part of our office right sizing program.Commerce Media Platform.
We believecurrently anticipate that our existingavailable funds and cash balancesflow from operations and financing activities will be sufficient to meet our anticipatedoperational cash requirements throughneeds and fund our share repurchase program for at least the next 12 months.months and thereafter for the foreseeable future. We continuously evaluate our liquidity and capital resources, including our access to external capital, to ensure we can finance our future capital requirements.
Our future working capital requirements will depend on many factors, including the rate of our revenue growth, the amount and timing of our investments in personnel and capital equipment, and the timing and extent of our introduction of new products and product enhancements.
If our cash and cash equivalents balances and cash flows from operating activities are insufficient to satisfy our liquidity requirements, we may need to raise additional funds through equity, equity-linked or debt financings to support our operations, and such financings may not be available to us on acceptable terms, or at all.


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

42

If we are unable to raise additional funds when needed, our operations and ability to execute our business strategy could be adversely affected. If we raise additional funds through the incurrence of indebtedness, such indebtedness would have rights that are senior to holders of our equity securities and could contain covenants that restrict our operations. Any additional equity financing will be dilutive to our shareholders.
Off-Balance Sheet Arrangements
We do not have any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. In addition, we do not engage in trading activities involving non-exchange traded contracts. We therefore believe that we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in these relationships.
43

Historical Cash Flows
The following table sets forth our cash flows for the three month period ended March 31, 20232024 and March 31, 2022:2023:
Three Months EndedThree Months Ended
March 31, 2024March 31, 2024March 31, 2023
Three Months Ended
March 31, 2023March 31,
2022
(in thousands)
(in thousands)
(in thousands)
(in thousands)
Cash (used for) from operating activitiesCash (used for) from operating activities$41,964 $74,930 
Cash (used for) from investing activitiesCash (used for) from investing activities$(36,102)$16,925 
Cash (used for) from financing activitiesCash (used for) from financing activities$(72,217)$(1,367)
Operating Activities
Cash from operating activities is primarily impacted by the increase in the number of clients using our solutions and by the amount of cash we invest in personnel to support the anticipated growth of our business. Cash from operating activities has typically been generated from changes in our operating assets and liabilities, particularly in the areas of accounts receivable, accounts payable and accrued expenses, adjusted for certain non-cash and non-operating items such as depreciation, amortization and share-based compensation, deferred tax assets and income taxes.
For the three months ended March 31, 2023,2024, net cash provided by operating activities was $42.0 million andmostly consisted of net loss of $(12.1) million, and $31.9 million in adjustmentsincome adjusted for certain non-cash and non-operating items. Adjustments for certain non-operating items, primarily consisted ofsuch as amortization and provision expense of $27.3$25.2 million, and equity awards compensation expense of $25.2$27.3 million, $0.6m change in other non-operating and non-cash items partially offset by $(12.3)$(54.7) million of changes in deferred tax assets, by a $(0.1) million change in income taxes and by other non-operating items of $(8.8) million.working capital. The $22.1 million increasedecrease in cash flows from changesoperating activities during the three months ended March 31, 2024, compared to the same period in working capital primarily consisted of a $164.1 million decrease in2023, was mainly due to higher trade receivables, and a $16.7 million increase in other current liabilities such as payroll and payroll related expenses and VAT payables and change in fair value of derivatives, partially offset by a $(145.0) million decrease in trade payables, a $(0.1) million change in lease liabilities and right of use assets, and a $(13.6) million change in other current assets including prepaid expenses and value-added tax ("VAT") receivables.payables.
Investing Activities
Our investing activities to date have consisted primarily of the consideration paid to acquire the Iponweb business and purchases of servers and other data-center equipment.equipment, software development costs, and business acquisitions. For the three months ended March 31, 2023,2024, net cash used for investing activities was $(36.1)$(13.9) million and primarily consisted of $(33.2)a $(13.2) million change in capital expenditures mainly comprised of purchases of servers and other data-center equipment anddue to capitalized software development costs, a $(6.0)$(0.5) million release of holdback liability, and a $(0.1) million change from the maturity of investments in Marketable Securities, a $(6.5) million payment for business acquisition, partially offset by $9.6 million proceed onSecurities.
The decrease in cash used in investing activities during the three months ended March 31, 2024, compared to the same period in 2023, was mostly due to lower capital expenditures, and the non-repeat of proceeds from the sale of a non consolidated investment.investment during the period ended March 31, 2023.
Financing Activities
For the three months ended March 31, 2023,2024, net cash used for financing activities was $(72.2)$(62.2) million, resulting mainly from a $(51.0)$(62.1) million payment for our share repurchase program, a $(22.0) million payout of the current portion earn-out liability resulting from the Iponweb acquisition,shares repurchased, partially offset by $1.3$0.4 million of proceeds from capital increase following the exercises of stock options. The decrease in cash used for financing activities during the three months ended March 31, 2024, compared to the same period in 2023, was mostly due to the one-time payout of a portion of the earn-out liability resulting from the Iponweb Acquisition.

44

Critical Accounting Policies and Estimates
There have been no material changes to our critical accounting policies and estimates from the information provided in Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations," included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
Recently Issued Pronouncements
See "Recently Issued Accounting Standards" under Note 1, "Summary of Significant Accounting Policies," of the Notes to Unaudited Condensed Consolidated Financial Statements for a discussion of certain accounting standards that have been issued during 2024.


Item 3. Quantitative and Qualitative Disclosures About Market Risk.Risk

Market Risk

We are mainly exposed to foreign currency exchange rate fluctuations. There have been no material changes to our exposure to market risk during the three months ended March 31, 2023.2024.
    
For a description of our foreign exchange risk, please see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - B. Liquidity and Capital Resources" in our Annual Report on Form 10-K for the year ended December 31, 2022.2023.
A hypothetical 10% increase or decrease of the Pound Sterling, the Euro, the Japanese yen or the Brazilian real against the U.S. dollar would have impacted the Condensed Consolidated Statements of Income as follows:
Three Months EndedThree Months Ended
March 31, 2024March 31, 2024March 31, 2023
Three Months Ended
March 31, 2023March 31, 2022
(in thousands)
(in thousands)
(in thousands)
(in thousands)
GBP/USDGBP/USD+10%-10%+10%-10%GBP/USD+10%-10%+10%-10%
Net income (loss) impactNet income (loss) impact$(114)$114 $(138)$138 
Three Months EndedThree Months Ended
March 31, 2024March 31, 2024March 31, 2023
Three Months Ended
March 31, 2023March 31, 2022
(in thousands)
(in thousands)
(in thousands)
(in thousands)
BRL/USDBRL/USD+10%-10%+10%-10%BRL/USD+10%-10%+10%-10%
Net income (loss) impactNet income (loss) impact$236 $(236)$— $— 
Three Months EndedThree Months Ended
March 31, 2024March 31, 2024March 31, 2023
Three Months Ended
March 31, 2023March 31, 2022
(in thousands)
(in thousands)
(in thousands)
(in thousands)
JPY/USDJPY/USD+10%-10%+10%-10%JPY/USD+10%-10%+10%-10%
Net income (loss) impactNet income (loss) impact$(339)$339 $134 $(134)
Three Months Ended
March 31, 2023March 31, 2022
(in thousands)
EUR/USD+10%-10%+10%-10%
Net income (loss) impact$(1,680)$1,680 $2,273 $(2,273)

Three Months Ended
March 31, 2024March 31, 2023
(in thousands)
EUR/USD+10%-10%+10%-10%
Net income (loss) impact$1,089 $(1,089)$(1,680)$1,680 
Credit Risk and Trade receivables
For a description of our trade receivables, please see "Note 5.4. Trade Receivables" in the Notes to the Unaudited Condensed Consolidated Financial Statements.

45

Item 4. Controls and Procedures.

Procedures
Disclosure Controls and Procedures
Based on their evaluation as of March 31, 2023,2024, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were effective to provide reasonable assurance that (i) the information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and (ii) 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.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting identified in management's evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the period covered by this Quarterly Report on Form 10-Q that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitation on Effectiveness of Controls and Procedures
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. 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 decision 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 may not be detected.

46

PART II
Item 1.    Legal Proceedings.
For a discussion of our legal proceedings, refer to Note 15.14. Commitments and contingencies.
Item 1A. Risk Factors.
You should carefully consider the risks described under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023. These risks and uncertainties are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, also may become important factors that affect us. If any such risks materialize, our business, financial condition and results of operations could be materially harmed and the trading price of our American Depositary Shares could decline. These risks are not exclusive and additional risks and uncertainties that we are unaware of, or that we currently believe are not material, also may become important factors that affect us. The following risk factor is provided to update the risk factors previously disclosed under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 23, 2024. Except as presented below, there have been no material changes to the Risk Factors described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

None.Our ability to generate revenue depends on our collection of significant amounts of data from various sources, which may be restricted by consumer choice, clients, publishers, browsers or other software, changes in technology, and new developments in laws, regulations and industry standards.

Our ability to optimize the delivery of internet advertisements for our clients depends on our ability to successfully leverage data, including data that we collect from our clients, data we receive from our publisher partners and third parties, and data from our own operating history. Using cookies and non-cookie based mechanisms, such as hashed emails, hashed customer log-ins, mobile phone numbers or mobile advertising identifiers, we collect information about the interactions of users with our clients’ and publishers’ digital properties (including, for example, information about the placement of advertisements and users’ shopping or other interactions with our clients’ websites or advertisements). Our ability to successfully leverage such data depends on our continued ability to access and use such data, which could be restricted by a number of factors, including consumer choices, restrictions imposed by counterparties (such as clients, supply sources and publishers, who may also compete with us for advertising spend and inventory), web browser developers or other software developers, changes in technology, including changes in web browser technology, increased visibility of consent or “do not track” mechanisms or “ad-blocking” software, the emergence of new opt-out signals such as “Global Privacy Control” and “Global Privacy Platform”, and new developments in, or new interpretations of, laws, regulations and industry standards. These types of restrictions could materially impair the results of our operations.

Web browser developers, such as Apple, Mozilla Foundation, Microsoft or Google, have implemented or may implement changes in browser or device functionality that impair our ability to understand the preferences of consumers, including by limiting the use of third-party cookies or other tracking technologies or data indicating or predicting consumer preferences. Today, four major web browsers — Apple’s Safari, Mozilla’s Firefox, Microsoft’s Edge, and Samsung Internet Browser — block third-party cookies by default. Internet users can also delete cookies from their computers and mobile devices at any time. Google has announced plans to phase out support for third-party cookies in Chrome, with a one-percent deprecation of third-party cookies for Chrome users globally in the first half of 2024 and the entire phase out, initially planned for the second half of 2024, has since been delayed, and remains subject to the approval of the UK Competition and Market Authority who is ensuring that Google provides an acceptable advertising targeting solution to the market to replace third-party cookies, such as Google’s Privacy Sandbox initiative. Google’s Privacy Sandbox would limit improper tracking through third-party cookies and replace it with certain application programming interfaces (“APIs”) that would allow advertisers to receive aggregated data without using such third-party cookies. While we are one of the largest scaled partners in the Privacy Sandbox as it is being developed and tested, if the Privacy Sandbox is adopted, it could require us to make changes to how we collect information on consumer preferences. Google controls more than 60% of the browser market and has an even more dominant position in the digital advertising market. These web browser developers have significant resources at their disposal and command substantial market share, and any restrictions they impose could foreclose our ability to understand the preferences of a substantial number of consumers.



Although we are actively in the process of moving our business away from third-party cookies towards relying more on first-party data-based and other identifiers, if we are blocked from serving advertisements to a significant portion of internet users, our business could suffer and our results of operations could be harmed.

Similarly, Internet users are increasingly able to download free or paid “ad-blocking” software, including on mobile devices, which prevent third-party cookies from being stored on a user’s computer and block advertisements from being displayed to such user. In addition, Google has introduced ad blocking software in its Chrome browser that blocks certain ads based on quality standards established under a multi-stakeholder coalition. If such a feature inadvertently or mistakenly blocks ads that are not within the established blocking standards, or if such capabilities become widely adopted and the advertising technology industry does not collaboratively develop alternative technologies, our business could be harmed. The Interactive Advertising Bureau and Digital Advertising Alliance have also developed frameworks that allow users to opt out of the “sale” of their personal information under the CCPA, in ways that stop or severely limit the ability to show targeted ads.

In addition, search engines and other service providers that explicitly do not allow the tracking of data may be growing in popularity. If a significant number of web browser users switch to advertising-free services or platforms, our business could be materially impacted. Further, mobile devices allow users to opt out of the use of mobile device IDs for targeted advertising.

For in-app advertising, data regarding interactions between users and devices are tracked mostly through stable, pseudonymous mobile device identifiers that are built into the device operating system with privacy controls that allow users to express a preference with respect to data collection for advertising, including to disable the identifier. These identifiers and privacy controls are defined by the developers of the mobile platforms and could be changed by the mobile platforms in a way that may negatively impact our business. For example, Apple now requires user opt-in before permitting access to Apple’s unique identifier, or IDFA. This shift from enabling user opt-out to an opt-in requirement has had, and is likely to continue to have, a substantial impact on the mobile advertising ecosystem and could harm our growth in this channel.

User privacy features of other channels of programmatic advertising, such as Connected TV or over-the-top video, are still developing. Technical or policy changes, including regulation or industry self-regulation, could harm our growth in those channels.

The data we gather is important to the continued development and success of Criteo Shopper Graph, which is a key element of the Criteo Commerce Media Platform. If too few of our clients provide us with the permission to share their data or if our clients choose to stop sharing their data, or if regulatory or other factors inhibit or restrict us from maintaining the data collectives underlying Criteo Shopper Graph, the value of Criteo Shopper Graph could be materially diminished, which could impact the performance of our products and materially impact our business.

In addition, our ability to collect and use data may be restricted or prevented by a number of other factors, including:

• the failure of our, or our clients’, network, hardware, or software systems;
• our inability to grow our client and publisher base in new industry verticals and geographic markets in order to obtain the critical mass of data necessary for Criteo AI Engine to perform optimally in such new industry verticals or geographic markets;
• malicious traffic (such as non-human traffic) that introduces “noise” in the information that we collect from clients and publishers; and
• interruptions, failures or defects in our data collection, mining, analysis and storage systems, including due to our reliance on external third-party providers for cloud computing services and data center hosting services, in a competitive market subject to close legal and regulatory scrutiny.

Any of the above-described limitations could also harm our business and adversely impact our future results of operations.



Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Proceeds
Purchases of Equity Securities by the issuer and Affiliated Purchasers
The following table provides certain information with respect to our purchases of our ADSs during the first fiscal quarter of 2023:
Period
Total Number of Shares Purchased(1)
Average Price Paid per Share(2)
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1)
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs(1)
January 1 to 31, 20231,133,552 $28.21 1,133,552 $212,324,227 
February 1 to 28, 2023362,565 $32.74 362,565 200,437,260 
March 1 to 31, 2023235,517 $30.51 235,517 193,258,955 
Total1,731,634 1,731,634 — 
2024:
Period
Total Number of Shares Purchased(1)
Average Price Paid per Share(2)
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1)
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs(1)
January 1 to 31, 2024493,237 $24.88 493,237 $112,326,962 
February 1 to 29, 2024554,688 $30.31 554,688 245,067,973 
March 1 to 31, 2024948,872 $34.35 573,872 225,609,387 
Total1,996,797 1,621,797 — 
(1)(1) In October 2021,February 2024, the board of directors approved an extension of the long-term share repurchase program of up to $175$150 million of the Company's outstanding American Depositary Shares and in December 2022, the board of directors further extended this long-term share repurchase program to a total of $480$630 million.
(2) Average price paid per share excludes any broker commissions paid.


Item 5. Other Information
Trading Plans
During the three months ended March 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.

47

Item 6. Exhibits.Exhibits
Exhibit Index
Incorporated by Reference
ExhibitDescriptionSchedule/ FormFile
Number		ExhibitFile
Date
Certificate of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended
Certificate of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended
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, as amended
101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.LABXBRL Taxonomy Extension Labels Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File, formatted in Inline XBRL and contained in Exhibit 101.
#    Filed herewith.
*    Furnished herewith.
48

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.
 (Registrant)
By:/s/ Sarah Glickman
Date: May 3, 20232, 2024Name:Sarah Glickman
Title: Chief Financial Officer
 (Principal financial officer and duly authorized signatory)
49