Income Taxes | 18. Income Taxes Breakdown of Income Taxes The Consolidated Statements of Income line item “Provision for income taxes” can be broken down as follows : Year Ended December 31, 2024 2023 2022 (in thousands) Current: France 9,943 3,755 5,665 International 55,881 39,917 21,919 Current income tax provision $ 65,824 $ 43,672 $ 27,584 Deferred: France (1,302) 634 5,868 International (24,738) (24,222) (2,266) Deferred income tax provision $ (26,040) $ (23,588) $ 3,602 Provision for income taxes $ 39,784 $ 20,084 $ 31,186 Income before taxes included income (loss) from France of $65.4 million , $38.3 million and $(4.2) million for the periods ended 2024 , 2023 and 2022 respectively. Income before taxes from countries outside of France totaled $89.1 million , $36.4 million and $46.2 million for the periods ended December 31, 2024 , 2023 and 2022 , respectively. Reconciliation between the Effective and Nominal Tax Expense The following table shows the reconciliation between the effective and nominal tax expense at the nominal standard French rate of 25.8% (excluding additional contributions): Year Ended December 31, 2024 2023 2022 (in thousands) Income before taxes $ 154,497 $ 74,728 $ 42,061 Theoretical group tax-rates 25.8 % 25.8 % 25.8 % Nominal tax expense (benefit) 39,891 19,295 10,860 Increase / decrease in tax expense arising from: French Research Tax Credit, Crédit d’Impôt Recherche (“CIR”) (1,809) (2,376) (2,901) Shared-based Compensation 5,722 8,764 2,895 Non-tax deductible provision from loss contingency on regulatory matters (see Note 20 ) — (5,546) 16,971 Nondeductible Expenses 7,745 5,274 6,178 Non recognition of deferred tax assets 366 878 3,190 Utilization or recognition of previously unrecognized tax losses (5,839) (1,760) (1,338) French CVAE (1) 1,237 1,593 1,635 Income eligible to reduced taxation rate (2) (5,795) (4,341) (6,766) Effect of different tax rates 292 (922) 201 Other differences (2,026) (775) 261 Provision for income taxes $ 39,784 $ 20,084 $ 31,186 Effective tax rate 25.8 % 26.9 % 74.1 % Increases and decreases in tax expense are presented applying the theoretical group tax rate to the concerned tax bases. The impact resulting from the differences between local tax rates and the group theoretical rate is shown in the “effect of different tax rates.” (1) French CVAE " cotisation sur la valeur ajoutée des entreprises " - is the business value add contribution tax in France (2) Income eligible to reduced taxation rate refers to the application of a reduced income tax rate on the majority of the technology royalties income Deferred Tax Assets and Liabilities The following table shows the changes in the major sources of deferred tax assets and liabilities: Year ended December 31, 2022 Change recognized in profit or loss Change recognized in OCI Other Currency translation adjustments Year ended December 31, 2023 (in thousands) Net deferred tax assets : Net operating loss carryforwards $21,450 $(3,420) $— $(1,038) $742 $17,734 Shared-based Compensation 5,805 352 — — (90) 6,067 Bad debt allowance 5,192 2,079 — 62 56 7,389 Personnel-related accruals 8,419 1,512 — — 27 9,958 Other accruals 3,978 (476) — — (156) 3,346 Intangibles including capitalized R&D costs 5,344 19,004 — (62) 54 24,340 Tax Credits 5,789 (1) — — — 5,788 Other 3,345 3,315 (75) (39) 223 6,769 Deferred Tax Assets 59,322 22,365 (75) (1,077) 856 81,391 Valuation allowance (31,139) 1,223 45 1,077 (1,000) (29,794) Deferred Tax Assets, net of valuation allowance $28,183 $23,588 $(30) $— $(144) $51,597 Year ended December 31, 2023 Change recognized in profit or loss Change recognized in OCI Other Currency translation adjustments Year ended December 31, 2024 (in thousands) Net deferred tax assets : Net operating loss carryforwards $17,734 $(2,828) $— $— $(576) $14,330 Shared-based Compensation 6,067 6,087 — 99 75 12,328 Bad debt allowance 7,389 (2,184) — — (171) 5,034 Personnel-related accruals 9,958 289 — 126 (269) 10,104 Other accruals 3,346 (276) — — (362) 2,708 Intangibles including capitalized R&D costs 24,340 25,179 — 26 (249) 49,296 Tax Credits 5,788 130 — — (1) 5,917 Other 6,769 (1,623) 432 (126) (609) 4,843 Deferred Tax Assets 81,391 24,774 432 125 (2,162) 104,560 Valuation allowance (29,794) 1,266 (259) (15) 1,181 (27,621) Deferred Tax Assets, net of valuation allowance $51,597 $26,040 $173 $110 $(981) $76,939 Amounts recognized in our Consolidated Financial Statements are calculated at the level of each subsidiary within our Consolidated Financial Statements. As of December 31, 2024 , 2023 and 2022 , the valuation allowance against net deferred income taxes amounted to $27.6 million , $29.8 million and $31.1 million , which related mainly to Criteo Corp. ( $5.9 million , $5.7 million and $5.7 million , respectively), Criteo Brazil ( $— million , $2.7 million and $3.3 million , respectively), Criteo Ltd ( $9.3 million , $10.7 million and $8.1 million , respectively), Criteo Singapore ( $— million , $1.2 million and $1.5 million , respectively), Criteo Australia Pty ( $2.9 million , $2.9 million and $2.6 million , respectively) and Criteo France ( $8.7 million , $5.0 million and $6.5 million , respectively). The Company mainly ha s net operating loss carryforwar ds in the U.S. for $26.3 million in various states, which begin to expire in 2031 and net operating loss carryforwards in the United Kingdom for $35.4 million , which have no expiration date. The company has $5.9 million of state R&D tax credits which can be carry-forward indefinitely. Utilization of our net operating loss and tax credit carryforwards in the US may be subject to annual limitations due to the ownership change limitations provided by the IRS Code 382 and similar state provisions. Such annual limitations could result in the expiration of the net operating loss and tax credit carryforwards before their utilization. As of December 31, 2024 , we have not provided deferred taxes on unremitted earnings related to foreign subsidiaries. We intend to continue to reinvest these foreign earnings indefinitely and do not expect to incur any significant taxes related to such amounts. Ongoing tax audits As a multinational corporation, we are subject to regular review and audit by French, U.S. federal and state, and other foreign tax authorities. Significant uncertainties exist with respect to the amount of our tax liabilities, including those arising from potential challenges with certain positions we have taken. Any unfavorable outcome of such a review or audit could have an adverse impact on our tax rate. Uncertain Tax Positions The following table summarizes the activity related to our gross unrecognized tax benefits during the years ended December 31, 2024 , 2023 and 2022 : Year Ended December 31, 2024 2023 2022 (in thousands) Beginning balance of unrecognized tax benefits $ 12,229 $ 13,315 $ — Increases (Decreases) related to current year tax positions 199 (1,086) 13,315 Ending balance of unrecognized tax benefits (excluding interest and penalties) 12,428 12,229 13,315 Interest and penalties associated with unrecognized tax benefits 5,589 4,556 4,665 Ending balance of unrecognized tax benefits (including interest and penalties) $ 18,017 $ 16,785 $ 17,980 The total amount of gross unrecognized tax benefits, including related interest and penalties, was $18.0 million as of December 31, 2024 . All of the unrecognized tax benefits are considered noncurrent. The income taxes we pay are subject to review by taxing jurisdictions globally. Our estimate of the potential outcome of any uncertain tax position is subject to management’s assessment of relevant risks, facts, and circumstances existing at that time. We believe that our estimate has adequately provided for these matters. However, our future results may include adjustments to estimates in the period the audits are resolved, which may impact our effective tax rate. Pillar Two In December 2021, the Organization for Economic Cooperation and Development (OECD) released Pillar Two Model Rules defining the global minimum tax, which calls for the taxation of a minimum rate of 15% for multinational companies with consolidated revenue above €750 million. Numerous jurisdictions have enacted or are in the process of enacting legislation to adopt a minimum effective tax rate. As of December 31, 2024 , the adoption of Pillar Two resulted in an impact of $3.0 million recognized in Provision for income taxes within the Consolidated Statement of Operations . The Company will continue to assess the ongoing impact of Pillar Two as additional guidance becomes available. |