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What changed in Criteo S.A.'s 10-K — 2022 vs 2023

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Paragraph-level year-over-year comparison of Criteo S.A.'s 2022 and 2023 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+519 added−610 removedSource: 10-K (2024-02-23) vs 10-K (2023-02-24)

Top changes in Criteo S.A.'s 2023 10-K

519 paragraphs added · 610 removed · 382 edited across 5 sections

Item 1. Business

Business — how the company describes what it does

237 edited+55 added−140 removed215 unchanged
Biggest changeOn the demand side: • Commerce Max is a Commerce self-service Demand Side Platform (“DSP”) used by brands, agencies and retailers, enabling media planning and buying on retailer and open internet inventories leveraging Criteo's AI atop approved retailer data and unique commerce data, all with closed-loop product-level conversion measurement. . • Commerce Growth is a powerful, self-service performance marketing tool used by Direct-to-Consumer brands and their agencies to activate outcomes-optimized customer acquisition and retention objectives.
Biggest changeThese include, for example, driving engagement for our clients' brand, shop, app, products and services, driving product sales, driving app installs and consumer visits, driving product consideration from targeted commerce audiences, or driving advertising revenue for media owners and retailers by monetizing their data and audiences with consumer brands. 1 Source: eMarketer 2 Source: McKinsey, Magna Global, eMarketer, GroupM 2 Our Solutions On the demand side, our goal is to maximize returns for advertisers by delivering impactful advertising to the right consumer across the entire shopping journey: • Commerce Max is a Commerce self-service Demand Side Platform (“DSP”) used by brands, agencies and retailers, enabling media planning and buying on retailer and open internet inventories, all with closed-loop product-level conversion measurement. • Commerce Growth is a powerful, self-service performance marketing tool used by Direct-to-Consumer brands and their agencies to acquire and retain customers.
In that case, the trading price of our ADSs could decline, and you may lose some or all of your investment. Risks Related to Our Business and Industry If we fail to innovate, enhance our brand, and adapt and respond effectively to rapidly changing technology, our offerings may become less competitive or obsolete.
In that case, the trading price of our ADSs could decline, and you may lose some or all your investment. Risks Related to Our Business and Industry If we fail to innovate, enhance our brand, and adapt and respond effectively to rapidly changing technology, our offerings may become less competitive or obsolete.
The E-Privacy Directive directs EU member states to ensure that accessing information on an Internet user’s computer, such as through a cookie and other similar technologies, is allowed only if the Internet user has been informed about such access and given his or her consent.
The E-Privacy Directive directs EU member states to ensure that accessing information on an Internet user’s computer, such as through a cookie and other similar technologies, is allowed only if the Internet user has been informed about such access and given his or her consent.
We do not currently intend to pay dividends on our securities and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of the ADSs. In addition, French law may limit the amount of dividends we are able to distribute.
We do not currently intend to pay dividends on our securities and, consequently, the ability to achieve a return on your investment will depend on appreciation in the price of the ADSs. In addition, French law may limit the amount of dividends we are able to distribute.
U.S. investors may have difficulty enforcing civil liabilities against our Company and directors and senior management. Certain of our directors and members of senior management, and those of certain of our subsidiaries, are non-residents of the U.S., and all or a substantial portion of our assets and the assets of such persons are located outside the U.S.
U.S. investors may have difficulty enforcing civil liabilities against our Company, directors and senior management. Certain of our directors and members of senior management, and those of certain of our subsidiaries, are non-residents of the U.S., and all or a substantial portion of our assets and the assets of such persons are located outside the U.S.
If we identify material weaknesses in our ICFR, if we are unable to comply with the requirements of Section 404 of SOX in a timely manner or assert that our ICFR are effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our ICFR when required, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of ADSs may be 45 adversely impacted, and we could become subject to investigations by the stock exchange on which our securities are listed, the SEC, or other regulatory authorities, which could require additional financial and management resources.
If we identify material weaknesses in our ICFR, if we are unable to comply with the requirements of Section 404 of SOX in a timely manner or assert that our ICFR are effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our ICFR when required, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of ADSs may be adversely impacted, and we could become subject to investigations by the stock exchange on which our securities are listed, the SEC, or other regulatory authorities, which could require additional financial and management resources.
Such changes can also delay or impede the development of new solutions, result in negative publicity and reputational harm, require significant management time and attention, increase our risk of non-compliance and subject us to claims or other remedies, including fines or demands that we modify or cease existing business practices, including our ability to charge per click or the scope of clicks for which we charge.
Such changes can also delay or impede the development of new solutions, result in negative publicity and reputational harm, require significant management time and attention, increase our risk of non-compliance and subject us to claims or other remedies, including fines or demands that we modify or cease existing business practices, such as our ability to charge per click or the scope of clicks for which we charge.
Therefore, we may be more restricted in our ability to declare dividends than companies not based in France. Please see the section entitled “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities-Taxation-French Tax Consequences” in Item 5 of Part II in this Form 10-K for further details on such taxes and limitations.
Therefore, we may be more restricted in our ability to declare dividends than companies not based in France. Please see the section entitled “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities-French Tax Consequences” in Item 5 of Part II in this Form 10-K for further details on such taxes and limitations.
If we identify an appropriate acquisition candidate, we may not be successful in negotiating the terms and/or financing of the acquisition, and our due diligence may fail to identify all of the problems, liabilities or other shortcomings or challenges of an acquired business, product, solution or technology, including issues related to intellectual property, product quality or architecture, employees or clients, regulatory compliance, including tax compliance, practices or revenue recognition or other accounting practices.
If we identify an appropriate acquisition candidate, we may not be successful in negotiating the terms and/or financing of the acquisition, and our due diligence may fail to identify all of the problems, liabilities or other shortcomings or challenges of an acquired business, product, solution or technology, including issues related to intellectual property, product quality or architecture, employees or clients, cybersecurity, regulatory compliance, including tax compliance, practices or revenue recognition or other accounting practices.
Since then, we have expanded into mobile in-browser and in-app, native display, including on social media platforms, and online video inventory. We may decide to broaden the spectrum of our advertising channels further, including recently into Connected TV and Digital Out of Home, if we believe that doing so would significantly increase the value we can offer to clients.
Since then, we have expanded into mobile in-browser and in-app, native display, including on social media platforms, and online video inventory. We may decide to broaden the spectrum of our advertising channels further, including into Social, Connected TV and Digital Out of Home, if we believe that doing so would significantly increase the value we can offer to clients.
Further, on October 1, 2020, the French data protection authority ( Commission Nationale de l'Informatique et des Libertés , or CNIL) issued the final version of its guidelines on the use of cookies and other trackers and its final recommendations on modalities for obtaining users’ consent to store or read non-essential cookies and similar technologies on their devices.
On October 1, 2020, the French data protection authority (the Commission Nationale de l'Informatique et des Libertés , or the "CNIL") issued the final version of its guidelines on the use of cookies and other trackers and its final recommendations on modalities for obtaining users’ consent to store or read non-essential cookies and similar technologies on their devices.
In addition, other states in the U.S. are quickly adopting state enacted privacy laws. Virginia, Colorado and more recently, Connecticut and Utah passed consumer and privacy laws that differ slightly from the CCPA/CPRA. If other states follow suit, it could lead to a varied and complex regulatory landscape, which could result in material costs.
In addition, other states in the U.S. are quickly adopting state enacted privacy laws. Virginia, Colorado and more recently, Connecticut and Utah have passed consumer and privacy laws that differ slightly from the CCPA and CPRA. If other states follow suit, it could lead to a varied and complex regulatory landscape, which could result in material costs.
Additionally, any perception of our practices or solutions as an invasion of privacy, whether or not such practices or solutions are consistent with current or future regulations and industry practices, may subject us to public criticism, private class actions, reputational harm or claims by regulators, which could disrupt our business and expose us to increased liability.
Additionally, any perception of our practices or solutions as an invasion of privacy, whether such practices or solutions are consistent with current or future regulations and industry practices, may subject us to public criticism, private class actions, reputational harm or claims by regulators, which could disrupt our business and expose us to increased liability.
Competition for diverse, experienced and highly skilled employees in our industry is intense, in particular in the fields of AI and data science, and we expect certain of our key competitors, who generally are larger than us and have access to more substantial resources, to pursue top talent on a global basis.
Competition for diverse, experienced and highly skilled employees in our industry is intense, in particular in the fields of AI and data science, and we expect certain of our key competitors, who are larger than us and have access to more substantial resources, to pursue top talent on a global basis.
In the future, we could be required to seek licenses from third parties in order to continue offering our solutions, which licenses may not be available on terms that are acceptable to us, or at all. 39 Alternatively, we may need to re-engineer our offering or discontinue using portions of the functionality provided by our technology.
In the future, we could be required to seek licenses from third parties in order to continue offering our solutions, which licenses may not be available on terms that are acceptable to us, or at all. Alternatively, we may need to re-engineer our offering or discontinue using portions of the functionality provided by our technology.
We believe we can meet this demand by leveraging our scalable AI technology and global network of relationships and are well positioned to serve our clients in virtually every market in which they seek to drive trusted, impactful and measurable business results and commerce outcomes. 13 Strong Financial Model .
We believe we can meet this demand by leveraging our scalable AI technology and global network of relationships and are well positioned to serve our clients in virtually every market in which they seek to drive trusted, impactful and measurable business results and commerce outcomes. Strong Financial Model .
Some of these companies also have significantly larger resources than we do, and in many cases have advantageous competitive positions in popular products and services such as Amazon Advertising, Google Search, YouTube, Chrome, Meta Platforms, and Apple Search Ads, which they can use to their advantage.
Some of these companies also have significantly larger resources and capital than we do, and in many cases have advantageous competitive positions in popular products and services such as Amazon Advertising, Google Search, YouTube, Chrome, Meta Platforms, and Apple Search Ads, which they can use to their advantage.
Although we are actively in the process of moving our business away from third-party cookies towards relying more on first-party data-based identifiers, if we are blocked from serving advertisements to a significant portion of internet users, our business could suffer and our results of operations could be harmed.
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.
This result could harm our reputation, business, financial condition and results of operations, and could impact our relationships with advertising agencies, media networks and exchanges, or clients. Our inability to use software licensed from third parties, or our use of open source software under license terms that interfere with our proprietary rights, could disrupt our business.
This result could harm our reputation, business, financial condition and results of operations, and could impact our relationships with advertising agencies, media networks and exchanges, or clients. 31 Our inability to use software licensed from third parties, or our use of open source software under license terms that interfere with our proprietary rights, could disrupt our business.
However, the advancement of the legislative process for the adoption of the E-Privacy Regulation remains quite uncertain. Under GDPR, data protection authorities have the power to impose administrative fines of up to a maximum of €20 million or 4% of the data controller’s or data processor’s total worldwide turnover of the preceding financial year.
However, the advancement of the legislative process for the adoption of the E-Privacy Regulation remains quite uncertain. Under GDPR, data protection authorities have the power to impose administrative fines of up to a maximum of €20 million or 4% of the data controller’s or data processor’s total worldwide turnover from the preceding financial year.
Similarly, SSPs and other relevant third parties may take similar actions in response to any new legislation or regulatory developments or interpretations in the future, in response to perceived user preferences, or for other reasons. 36 If third parties on which we rely for data or opportunities to serve advertisements impose similar restrictions or are not able to comply with restrictions imposed by other ecosystem participants, we may lose the ability to access data, bid on opportunities, or purchase digital ad space, which could have a substantial impact on our revenue.
Similarly, SSPs and other relevant third parties may take similar actions in response to any new legislation or regulatory developments or interpretations in the future, in response to perceived user preferences, or for other reasons. 20 If third parties on which we rely for data or opportunities to serve advertisements impose similar restrictions or are not able to comply with restrictions imposed by other ecosystem participants, we may lose the ability to access data, bid on opportunities, or purchase digital ad space, which could have a substantial impact on our revenue.
In Marketing Solutions, our Commerce Audiences solutions are focused on attracting more customers for our marketer clients and growing their existing customer relationships with an always-on strategy, leveraging our AI engine to engage commerce audiences with the right ad for each opportunity: • Increase awareness and interest in a brand, product, or services; • Attract new consumers to an online and/or offline store; • Generate leads from consumers who are in market for a brand, product or services; • Get more shoppers and grow sales on an online and/or offline store; and • Encourage consumers who purchased in the past to make additional purchases.
In Marketing Solutions, our Commerce Audiences solutions are focused on attracting more customers for our marketer clients and growing their existing customer relationships, leveraging our AI engine to engage commerce audiences with the right ad for each opportunity: • Increase awareness and interest in a brand, product, or services; • Attract new consumers to an online and/or offline store; • Generate leads from consumers who are in market for a brand, product or services; • Get more shoppers and grow sales on an online and/or offline store; and • Encourage consumers who purchased in the past to make additional purchases.
If our clients fail to adhere to our contracts in this regard, or a court or governmental agency determines that we have not adequately, accurately or completely described our own solutions, services and data collection, use and sharing practices in our own disclosures to consumers, then we and our clients and publisher partners may be subject to potentially adverse publicity, damages and related possible investigation or other regulatory activity in connection with our privacy practices or those of our clients.
If our clients fail to adhere to our contracts in this regard, or a court or governmental agency determines that we have not adequately, accurately or completely described our own solutions, services and data collection, use and sharing practices in our own disclosures to consumers, then we and our clients and publisher partners may be subject to potentially adverse publicity, damages and investigation or other regulatory activity in connection with our privacy practices or those of our clients.
As a result of our prominence, the size of our user base, and the types and volume of personal data on our systems, we believe that we are a particularly attractive target for such breaches and attacks.
As a result of our prominence, the size of our user base, and the volume of personal data on our systems, we believe that we are a particularly attractive target for such breaches and attacks.
Large and established internet and technology companies may have the power to significantly change the very nature of the digital advertising marketplaces in ways that could materially disadvantage us.
Large and established internet and technology companies may have the power and capital to significantly change the very nature of the digital advertising marketplaces in ways that could materially disadvantage us.
We currently compete with large, well-established companies, such as Amazon, Meta Platforms, Google, and Microsoft, pure play Demand-Side Platforms ("DSPs"), such as The Trade Desk, Viant Technology or Google's DV360, pure play Supply-Side Platforms (“SSPs”) such as Magnite, PubMatic or Google Ad Manager, and pure play retail SSPs such as Microsoft's PromoteIQ or Publicis' CitrusAd, that focus on monetizing retailers' media, as well as smaller, privately held companies.
We currently compete with large, well-established companies, such as Amazon, Meta Platforms, Google, and Microsoft, pure play Demand-Side Platforms ("DSPs"), such as The Trade Desk or Google's DV360, pure play Supply-Side Platforms (“SSPs”) such as Magnite, PubMatic or Google Ad Manager, and pure play retail SSPs such as Microsoft's PromoteIQ or Publicis' CitrusAd, that focus on monetizing retailers' media, as well as smaller, privately held companies.
With respect to references made in this Form 10-K to any contract or other document of Criteo, such references are not necessarily complete and you should refer to the exhibits attached or incorporated by reference to this Form 10-K for copies of the actual contract or document. 24 Item 1A Risk Factors Investing in our ADSs involves a high degree of risk.
With respect to references made in this Form 10-K to any contract or other document of Criteo, such references are not necessarily complete and you should refer to the exhibits attached or incorporated by reference to this Form 10-K for copies of the actual contract or document. 17 Item 1A Risk Factors Investing in our ADSs involves a high degree of risk.
Litigation and associated expenses may be necessary to enforce our proprietary rights. 18 Privacy, Data Protection and Content Control Legal and Regulatory Privacy and data protection laws play a significant role in our business. The regulatory environment for the collection and use of consumer data by advertising networks, advertisers and publishers is frequently evolving in the U.S., Europe and elsewhere.
Litigation and associated expenses may be necessary to enforce our proprietary rights. 12 Privacy, Data Protection and Content Control Legal and Regulatory Privacy and data protection laws play a significant role in our business. The regulatory environment for the collection and use of consumer data by advertising networks, advertisers and publishers is frequently evolving in the U.S., Europe and elsewhere.
Further, on October 1, 2020, the French data protection authority ( Commission Nationale de l'Informatique et des Libertés , or "CNIL") issued the final version of its guidelines on the use of cookies and other trackers and its final recommendations on modalities for obtaining users’ consent to store or read non-essential cookies and similar technologies on their devices.
Further, on October 1, 2020, the French data protection authority (the Commission Nationale de l'Informatique et des Libertés , or the “CNIL”) issued the final version of its guidelines on the use of cookies and other trackers and its final recommendations on modalities for obtaining users’ consent to store or read non-essential cookies and similar technologies on their devices.
Our investments in our Commerce Media Platform and new technologies are inherently risky and may not be successful. Addressing broader marketing and monetization goals, in particular customer acquisition and brand awareness, is relatively new to us, and we have had to invest substantial resources to adapt our model, pricing and organization to support this expansion.
Our investments in our Commerce Media Platform and new technologies are inherently risky and may not be successful. Addressing broader marketing and monetization goals, particularly customer acquisition and brand awareness, is relatively new to us, and we have had to invest substantial resources to adapt our model, pricing and organization to support this expansion.
We believe that we are well positioned in commerce media with respect to all of these factors and expect to continue to capture an increasing share of digital marketing and media monetization budgets worldwide. 22 Seasonality Our client base consists primarily of companies in the Retail, Travel and Classifieds industries.
We believe that we are well positioned in commerce media with respect to all of these factors and expect to continue to capture an increasing share of digital marketing and media monetization budgets worldwide. 15 Seasonality Our client base consists primarily of companies in the Retail, Travel and Classifieds industries.
These provisions include, but are not limited to, the following: • our ordinary shares are in registered form only and we must be notified of any transfer of our shares in order for such transfer to be validly registered; • under French law, certain investments in any entity governed by a French law relating to certain strategic industries and activities (such as data processing, transmission or storage activities) by individuals or entities not French, not resident in France or controlled by entities not French or not resident in France are subject to prior authorization of the Minister of Economy (see the section entitled "Exchange Controls & Ownership by Non-French Residents" in Item 5 to Part II in this Form 10-K); • provisions of French law allowing the owner of 90% of the share capital or voting rights of a public company to force out the minority shareholders following a tender offer made to all shareholders are only applicable to companies listed on a stock exchange of the EU and will therefore not be applicable to us; • a merger (i.e., in a French law context, a stock-for-stock exchange following which our Company would be dissolved into the acquiring entity and our shareholders would become shareholders of the acquiring entity) of our Company into a company incorporated outside of the EU would require the unanimous approval of our shareholders; • a merger of our Company into a company incorporated in the EU would require the approval of our board of directors as well as a two-thirds majority of the votes held by the shareholders present, represented by proxy or voting by mail at the relevant extraordinary shareholders' meeting; • under French law, a cash merger is treated as a share purchase and would require the consent of each participating shareholder; and • our shareholders have preferential subscription rights proportionally to their shareholding in our Company on the issuance by us of any additional securities for cash or a set-off of cash debts, which rights may only be waived by the extraordinary general meeting (by a two-thirds majority vote) of our shareholders or on an individual basis by each shareholder.
These provisions include, but are not limited to, the following: • our ordinary shares are in registered form only and we must be notified of any transfer of our shares in order for such transfer to be validly registered; • under French law, certain investments in any entity governed by a French law relating to certain strategic industries and activities (such as data processing, transmission or storage activities) by individuals or entities not French, not resident in France or controlled by entities not French or not resident in France are subject to prior authorization of the Minister of Economy (see the section entitled "Exchange Controls & Ownership by Non-French Residents" in Item 5 to Part II in this Form 10-K); • provisions of French law allowing the owner of 90% of the share capital or voting rights of a public company to force out the minority shareholders following a tender offer made to all shareholders are only applicable to companies listed on a stock exchange of the EU and will therefore not be applicable to us; • a merger (i.e., in a French law context, a stock-for-stock exchange following which our Company would be dissolved into the acquiring entity and our shareholders would become shareholders of the acquiring entity) of our Company into a company incorporated outside of the EU would require the unanimous approval of our shareholders; • a merger of our Company into a company incorporated in the EU would require the approval of our board of directors as well as a two-thirds majority of the votes held by the shareholders present, represented by proxy or voting by mail at the relevant extraordinary shareholders' meeting; • under French law, a cash merger is treated as a share purchase and would require the consent of each participating shareholder; and • our shareholders have preferential subscription rights proportionally to their shareholding in our Company on the issuance by us of any additional securities for cash or a set-off of cash debts, which rights may only be waived by the extraordinary general meeting (by a two-thirds majority vote) of our shareholders or on an individual basis by each shareholder. 34 You may not be able to exercise your right to vote the ordinary shares underlying your ADSs.
We enable brands', retailers' and media owners’ growth by providing best-in-class marketing and monetization services and infrastructure on the open Internet, driving approximately $30 billion of commerce outcomes for our customers – in the form of product sales for retailers, brands and marketers and advertising revenues for media owners.
We enable brands', retailers' and media owners’ growth by providing best-in-class marketing and monetization services and infrastructure on the open Internet, driving approximately $29 billion of commerce outcomes for our customers – in the form of product sales for retailers, brands and marketers and advertising revenues for media owners.
Companies had until March 2021 to ensure compliance with these guidelines. CNIL has launched investigations and sanctioned companies for lack of compliance with its guidelines on cookies. The European Center for Digital Rights (NOYB) has also filed several complaints with data protection authorities for failure to comply with GDPR requirements.
Companies had until March 2021 to ensure compliance with these guidelines. The CNIL has launched investigations and sanctioned companies for lack of compliance with its guidelines on cookies. The European Center for Digital Rights (“NOYB”) has also filed several complaints with data protection authorities for failure to comply with GDPR requirements.
Each U.S. Holder is strongly urged to consult its tax advisor regarding the application of these rules and the availability of any potential elections. For further information regarding the U.S. federal income tax considerations relevant to our potential status as a PFIC, please see the section entitled “Taxation—U.S. Federal Income Tax Considerations for U.S.
Each U.S. Holder is strongly urged to consult its tax advisor regarding the application of these rules and the availability of any potential elections. For further information regarding the U.S. federal income tax considerations relevant to our potential status as a PFIC, please see the section entitled “U.S. Federal Income Tax Considerations for U.S.
Patent and Trademark Office and various foreign counterparts, and had filed four non-provisional patent applications in the U.S. and Europe. We also own and use registered and unregistered trademarks on or in connection with our products and services in numerous jurisdictions. In addition, we have also registered numerous internet domain names.
Patent and Trademark Office and various foreign counterparts, and had filed three non-provisional patent applications in the U.S. and Europe. We also own and use registered and unregistered trademarks on or in connection with our products and services in numerous jurisdictions. In addition, we have also registered numerous internet domain names.
Any failure to prevent or mitigate security breaches and improper access to or disclosure of our data or user data, including personal information, trade secrets and intellectual property, or information from marketers, could result in the loss or misuse of such data, which could harm our business and reputation and diminish our competitive position.
Any failure to prevent or mitigate security breaches and improper access to or disclosure of our data or user data, trade secrets and intellectual property, or information from marketers, could result in the loss or misuse of such data, which could harm our business and reputation and diminish our competitive position.
The combination of marketer data, media owner data and proprietary metadata gives us powerful insights into consumer purchasing habits that we use to price media inventory and create relevant ads to drive user engagement and impactful commerce outcomes for our customers.
The combination of marketer data, media owner data and proprietary metadata gives us powerful insights into consumer purchasing habits that we use to price media inventory and create relevant ads to drive user engagement and impactful commerce outcomes for our clients.
We intend to continue to invest in growing our business, while driving productivity and efficiency gains through operational excellence across the company and maintaining healthy profitability. We believe these investments will feed the long-term sustainable growth of Criteo.
We intend to continue to invest in growing our business, while driving productivity and efficiency gains through organization simplification and operational excellence across the company and maintaining healthy profitability. We believe these investments will feed the long-term sustainable growth of Criteo.
Since the ADSs were sold at our initial public offering in October 2013 at a price of $31.00 per share, the price per ADS has ranged as low as $5.89 and as high as $60.95 through December 31, 2022.
Since the ADSs were sold at our initial public offering in October 2013 at a price of $31.00 per share, the price per ADS has ranged as low as $5.89 and as high as $60.95 through December 31, 2023.
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 at any time.
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.
We historically charged our clients primarily based on a cost-per-click pricing model, and our clients only paid us when a user engaged with the advertisement, usually by clicking on it. Although we have started evolving our pricing models alongside our broader suite of solutions, a large part of our revenue is still generated through cost-per-click pricing models or an equivalent.
We historically charged our clients primarily based on a cost-per-click pricing model, and our clients only paid us when a user engaged with the advertisement, usually by clicking on it. Although we have evolved our pricing models alongside our broader suite of solutions, a large part of our revenue is still generated through cost-per-click pricing models or an equivalent.
We believe the growth of our revenue depends on a number of factors, including our ability to: 33 • attract new clients, and retain and expand our relationships with existing clients; • maintain the breadth of our media owner network and attract new publishers and media owners, including large retailers, publishers of web content, mobile applications and video and social games, in order to grow the volume and breadth of advertising inventory available to us; • broaden our solutions portfolio to include additional marketing and monetization goals (including discovery and choice) for commerce companies and consumer brands across the open Internet, including web, apps and stores; • adapt our offering to meet evolving needs of businesses, including to address market trends such as (i) the continued migration of consumers from desktop to mobile and from websites to mobile applications, (ii) the increasing percentage of sales that involve multiple digital devices, (iii) the increasing retailer adoption of retail media monetization solutions, (iv) the growing adoption by consumers of “ad-blocking” software on web browsers on desktop and/or on mobile devices and use or consumption by consumers of advertising-free services, (v) changes in the marketplace for and supply of advertising inventory, including the shift toward header bidding, (vi) changes in the overall ecosystem resulting in signal loss and (vii) changes in consumer acceptance of tracking technologies for targeted or behavioral advertising purposes; • maintain and increase our access to data necessary for the performance of Criteo AI Engine; • continuously improve the algorithms underlying Criteo AI Engine and apply state-of-the-art machine learning approaches and hardware; and • continue to adapt to a changing regulatory landscape governing data use, data protection and privacy matters.
We believe the growth of our revenue depends on a number of factors, including our ability to: • attract new clients, and retain and expand our relationships with existing clients; • maintain the breadth of our media owner network and attract new publishers and media owners, including large retailers, publishers of web content, mobile applications and video and social games, in order to grow the volume and breadth of advertising inventory available to us; • broaden our solutions portfolio to include additional marketing and monetization goals for commerce companies and consumer brands across the open Internet, including web, apps and stores; • adapt our offering to meet evolving needs of businesses, including to address market trends such as (i) the continued migration of consumers from desktop to mobile and from websites to mobile applications, (ii) the increasing percentage of sales that involve multiple digital devices, (iii) the increasing retailer adoption of retail 25 media monetization solutions, (iv) the growing adoption by consumers of “ad-blocking” software on web browsers on desktop and/or on mobile devices and use or consumption by consumers of advertising-free services, (v) changes in the marketplace for and supply of advertising inventory, (vi) changes in the overall ecosystem resulting in signal loss and (vii) changes in consumer acceptance of tracking technologies for targeted or behavioral advertising purposes; • maintain and increase our access to data necessary for the performance of Criteo AI Engine; • continuously improve the algorithms underlying Criteo AI Engine and apply state-of-the-art machine learning approaches and hardware; and • continue to adapt to a changing regulatory landscape governing data use, data protection, privacy matters and artificial intelligence.
This shift from enabling user opt-out to an opt-in requirement is likely to have a substantial impact on the mobile advertising ecosystem and could harm our growth in this channel. User privacy features of other channels of programmatic advertising, such as Connected TV or over-the-top video, are still developing.
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.
Most of our clients typically provide real-time access to the products or services a visitor has viewed, researched, added to their shopping cart, or bought from them, and continuously receive updated information on ove r 4 billion products or services across 3,500 product categories, including pricing, images and descriptions.
Most of our clients typically provide real-time access to the products or services a visitor has viewed, researched, added to their shopping cart, or bought from them, and continuously receive updated information on ove r 4.2 billion products or services across 3,700 product categories, including pricing, images and descriptions.
Our efforts to foster a diverse and inclusive workplace are led by a dedicated Diversity, Equity and Inclusion leadership team who partner through the business and leverage our seven active Employees Resource Groups (“ERGs”) who engage with employees, support allyship and sponsorship to encourage community, networking and safe spaces for all diverse groups throughout Criteo.
Our efforts to foster a diverse and inclusive workplace are led by a dedicated Diversity, Equity and Inclusion leadership team who partner through the business and leverage our seven active Employees Resource Groups (“ERGs”) who engage with employees, sup port allyship and sponsorship to encourage community, networking and safe spaces for all diverse groups throughout Criteo.
We charge retailers a negotiated supply-side platform fee and sometimes a technology fee, while brands pay us a negotiated demand-side platform fee. In addition, we may charge brands a managed-service fee and other fees for accessing additional insights.
We charge retailers a negotiated supply-side platform fee and sometimes a technology or licensing fee, while brands pay us a negotiated demand-side platform fee. In addition, we may charge brands a managed-service fee and other fees for accessing additional insights.
We are subject to risks and uncertainties frequently experienced by growing companies in rapidly evolving industries, including challenges in forecasting accuracy, determining appropriate nature and levels of investments, assessing appropriate returns on investments, achieving market acceptance of our existing and future offerings, managing client implementations and developing new solutions.
We are subject to risks and uncertainties frequently experienced by growing companies in rapidly evolving industries, including challenges in forecasting accuracy, determining appropriate nature and levels of investments, predicting adequate future headcount, assessing appropriate returns on investments, achieving market acceptance of our existing and future offerings, managing client implementations and developing new solutions.
In addition, we provide consumers with an easy-to-use and easy-to-access mechanism to control their advertising experience and opt out of receiving targeted advertisements we deliver. We believe that this transparent consumer-centric approach to privacy empowers consumers to make better-informed decisions about our use of their data.
In addition, we provide consumers with an easy-to-use and easy-to-access mechanism to control their advertising experience and withdraw consent or opt out of receiving targeted advertisements we deliver. We believe that this transparent consumer-centric approach to privacy empowers consumers to make better-informed decisions about our use of their data.
We also actively encourage our clients and publishers to provide information to consumers about our collection and use of data relating to the advertisements we deliver and monitor. Content Control and Brand Safety Criteo strives to maintain a trusted advertising ecosystem aligned with the marketing goals and the brand requirements of our marketers and media owners alike.
We also require our clients and publishers to provide information to consumers about our collection and use of data relating to the advertisements we deliver and monitor. Content Control and Brand Safety Criteo strives to maintain a trusted advertising ecosystem aligned with the marketing goals and the brand requirements of our marketers and media owners alike.
Factors that may affect our quarterly results of operations include: • the nature of our clients’ products or services, including the seasonal nature of our clients’ advertising spending; • lengthy implementation cycles resulting in substantial expenses incurred without any guarantee of revenue generation; • demand for our offering and the size, scope and timing of digital advertising campaigns; • for certain parts of our business, the relative lack of long-term agreements with our clients and publishers; • client and publisher retention rates; • market acceptance of our offering and future solutions and services (i) in current industry verticals and new industry verticals, (ii) in new geographic markets, (iii) in new advertising channels, or (iv) for broader marketing goals; • the timing of large expenditures related to expansion into new solutions, new geographic markets, new industry verticals, acquisitions and/or capital projects; • the timing of adding support for new digital devices, platforms and operating systems; • the amount of inventory purchased through direct relationships with publishers versus internet advertising exchanges or networks; • our clients’ budgeting cycles; 34 • changes in the competitive dynamics of our industry, including consolidation among competitors; • consumers’ response to our clients’ advertisements, to online advertising in general and to tracking technologies for targeted or behavioral advertising purposes; • our ability to control costs, including our operating expenses; • network outages, errors in our technology or security breaches and any associated expense and collateral effects; • foreign currency exchange rate fluctuations, as some of our foreign sales and costs are denominated in their local currencies; • failure to successfully manage or integrate any acquisitions; and • general economic and political conditions in our domestic and international markets, including public health crises (such as the COVID-19 pandemic) and geopolitical conflicts (such as the conflict between Russia and Ukraine).
Factors that may affect our quarterly results of operations include: • the nature of our clients’ products or services, including the seasonal nature of our clients’ advertising spending; • lengthy implementation cycles resulting in substantial expenses incurred without any guarantee of revenue generation; • demand for our offering and the size, scope and timing of digital advertising campaigns; • for certain parts of our business, the relative lack of long-term agreements with our clients and publishers; • client and publisher retention rates; • market acceptance of our offering and future solutions and services (i) in current and new industry verticals, (ii) in new geographic markets, (iii) in new advertising channels, or (iv) for broader marketing goals; • the timing of large expenditures related to expansion into new solutions, new geographic markets, new industry verticals, acquisitions and/or capital projects; • the timing of adding support for new digital devices, platforms and operating systems; • the amount of inventory purchased through direct relationships with publishers versus internet advertising exchanges or networks; • our clients’ budgeting cycles; • changes in the competitive dynamics of our industry, including consolidation among competitors; • consumers’ response to our clients’ advertisements, to online advertising in general and to tracking technologies for targeted or behavioral advertising purposes; • our ability to control costs, including our operating expenses; • network outages, errors in our technology or security breaches and any associated expense and collateral effects; • foreign currency exchange rate fluctuations, as some of our foreign sales and costs are denominated in their local currencies; • failure to successfully manage or integrate any acquisitions; and • general economic and political conditions in our domestic and international markets, including public health crises (such as the outbreak of contagious disease or pandemics) and geopolitical conflicts.
Both our unique inventory access and increasingly deep technical integrations with other advertising technology and reporting platforms provide defensible relationships with brands and agencies. For example, our API partner program embeds our technology into ad platforms that brands and agencies already use to buy search, social, and other large platforms' ad inventory.
Both our unique inventory access and increasingly deep technical integrations with other advertising technology and reporting platforms provide defensible relationships with brands and agencies. For example, our API partner program embeds our technology into ad platforms that brands and agencies already use to buy search, social, and other large platforms' ad inventory. Superior Insights and Measurement .
If we are unable to successfully integrate the businesses we have acquired or any business, product, solution, technology or team we acquire in the future, our business and results of operations could suffer, and we may not be able to achieve our business and growth objectives.
If we are unable to successfully integrate or leverage the commercial relationships of the businesses we have acquired or any business, product, solution, technology or team we acquire in the future, our business and results of operations could suffer, and we may not be able to achieve our business and growth objectives.
For additional information regarding a pending investigation into the Company's compliance with GDPR, please refer to Refer to Note 19, Commitments and Contingencies, in our audited consolidated financial statements included elsewhere in this Form 10-K . Competition We compete in the commerce media market and in the broader market for digital marketing and media monetization, primarily through Display Advertising.
For additional information regarding a recent investigation into the Company's compliance with GDPR, please refer to Refer to Note 20, Commitments and Contingencies, in our audited consolidated financial statements included elsewhere in this Form 10-K . Competition We compete in the commerce media market and in the broader market for digital marketing and media monetization, primarily through Display Advertising.
A replacement by an E-Privacy Regulation for the E-Privacy Directive is still under discussion by EU member states to align it to the GDPR and force a harmonized approach across EU member states. It is possible that the proposed E-Privacy Regulation could further impede the use of cookies.
A replacement by an E-Privacy Regulation for the E-Privacy Directive is still under discussion by EU member states to align the E-Privacy Directive to GDPR and force a harmonized approach across EU member states. The proposed E-Privacy Regulation could further impede the use of cookies.
As more companies compete for advertising impressions on advertising exchange platforms and other platforms that aggregate supply of advertising inventory, advertising inventory may become more expensive, which may adversely affect our ability to acquire it and to deliver advertisements on a profitable basis.
As more companies compete for advertising impressions on advertising exchange platforms and other platforms that aggregate supply of advertising inventory, advertising inventory may become competitive and expensive, which may adversely affect our ability to acquire a consistent supply of advertising inventory and to deliver advertisements on a profitable basis.
Our large dataset is uniquely focused on commerce and shoppers, our media access across our broad direct network of media owner partners provides large consumer reach as we see over 750 million daily active users, and our purpose-built AI technology activates this data and media to drive multiple commerce outcomes for our customers.
Our large dataset is uniquely focused on commerce and shoppers, our media access across our broad direct network of media owner partners provides large consumer reach as we see approximately 700 million daily active users, and our purpose-built AI technology activates this data and media to drive multiple commerce outcomes for our customers.
Finally, our trade secrets may otherwise become known or be independently discovered by competitors and unauthorized parties may attempt to copy aspects of the Criteo Commerce Media Platform or obtain and use information that we regard as proprietary. As of December 31, 2022 , we held 25 patents issued by the U.S.
Finally, our trade secrets may otherwise become known or be independently discovered by competitors and unauthorized parties may attempt to copy aspects of the Criteo Commerce Media Platform or obtain and use information that we regard as proprietary. As of December 31, 2023, we held 30 patents issued by the U.S.
With the introduction of new technologies and the influx of new entrants to the market, including large established companies, smaller companies that we do not yet know about, or companies that do not yet exist, we expect competition to persist and intensify in the future, which could harm our ability to increase sales and maintain our profitability.
With the introduction of new technologies and the influx of new entrants to the market, including large established companies, smaller companies that we do not yet know about, or companies that do not yet exist, we expect competition to persist and intensify in the future, which could harm our ability to increase sales and maintain our profitability, including if competition increases pricing pressure.
Among their multiple benefits, these direct relationships can give us privileged access to first-party publisher data which allow us to bid on impressions without using third-party cookies or other third-party identifiers. Many of our direct publisher partners have granted us preferred access to portions of their inventory because of our ability to effectively monetize that inventory.
Our publisher relationships can give us privileged access to first-party publisher data which allow us to bid on impressions without using third-party cookies or other third-party identifiers. Many of our direct publisher partners have granted us preferred access to portions of their inventory because of our ability to effectively monetize that inventory.
Our Interest Map applications include the Universal Catalog, which provides category and/or brand enrichment, as well as a unified view o f the 4 billion products SKUs, across 3,500 product categories, available across the combined catalogs of our 22,000 commerce clients 2 .
Our Interest Map applications include the Universal Catalog, which provides category and/or brand enrichment, as well as a unified view o f the 4.2 billion products SKUs, across 3,700 product categories, available across the combined catalogs of our 18,000 commerce clients 2 .
The Company has incurred and will incur significant transaction and acquisition-related costs in connection with its acquisitions, including legal, accounting, financial advisory, regulatory and other expenses. The payment of such transaction costs could have an adverse effect on our financial condition, results of operations or cash flows.
The Company has incurred and will incur significant transaction and acquisition-related costs in connection with its acquisitions, including legal, accounting, financial advisory, regulatory and other expenses. The payment of such transaction costs could adversely effect on our financial condition, results of operations or cash flows.
Our success in expanding into any additional advertising channels will depend on various factors, including our ability to: • identify additional advertising channels where our solutions could perform; • accumulate sufficient data sets relevant for those advertising channels to ensure that Criteo AI Engine has a sufficient quantity and quality of information to deliver relevant personalized advertisements through those additional advertising channels; • adapt our solutions to additional advertising channels and effectively market it for such additional advertising channels to our existing and prospective clients; • integrate newly developed or acquired advertising channels into our pricing and measurement models, with a clear and measurable performance attribution mechanism that works across all channels, and is consistent with our privacy standards; • achieve client performance levels through the new advertising channels that are similar to those delivered through existing advertising channels, and are not dilutive to the overall client performance; • identify and establish acceptable business arrangements with inventory partners and platforms to access inventories in sufficient quality and quantity for these new advertising channels; • maintain our gross margin at a consistent level upon entering one or more additional advertising marketing channels; • compete with new market participants active in these additional advertising channels; and • attract and retain key personnel with relevant technology and product expertise to lead the integration of additional advertising channels onto our platform, and sales and operations teams to sell and integrate additional advertising channels.
Our success in expanding into any additional advertising channels will depend on various factors, including our ability to: • identify additional advertising channels where our solutions could perform; • accumulate sufficient data sets relevant for those advertising channels to ensure that Criteo AI Engine has a sufficient quantity and quality of information to deliver relevant personalized advertisements; • adapt our solutions to additional advertising channels and effectively market such channels to our existing and prospective clients; • integrate newly developed or acquired advertising channels into our pricing and measurement models, with a clear and measurable performance attribution mechanism that works across all channels, and is consistent with our privacy standards; • achieve our client's expected levels of performance through the new advertising channels; • identify and establish acceptable business arrangements with inventory partners and platforms to access inventory of sufficient quality and quantity for these new advertising channels; • maintain our gross margin at a consistent level upon entering one or more additional advertising channels; • compete with new market participants active in these additional advertising channels; and • attract and retain key personnel with relevant technology and product expertise to lead the integration of additional advertising channels onto our platform, and sales and operations teams to sell and integrate additional advertising channels.
We also provide consumers with notice about our use of cookies and our collection and use of data in connection with the delivery of targeted advertising, and allow them to opt out from the use of such data for the delivery of targeted advertising.
We also provide consumers with notice about our use of cookies and our collection and use of data in connection with the delivery of targeted advertising, and allow them to withdraw consent or opt out from the use of such data for the delivery of targeted advertising.
If we are to be classified as a PFIC for any taxable year during which a U.S. Holder 1 holds our ADSs, we would continue to be treated as a PFIC with respect to that U.S. Holder for such taxable year and, unless the U.S. Holder makes certain elections, for future years even if we cease to be a PFIC.
If we were to be classified as a PFIC for any taxable year during which a U.S. Holder 5 holds our ADSs, we would continue to be treated as a PFIC with respect to that U.S. Holder for such taxable year and, unless the U.S. Holder makes certain elections, for future years even if we cease to be a PFIC.
CNIL also noted that it should be as easy to refuse consent to the use of cookies as it is to accept consent, and an equivalent to the “refuse all” button should be present on the first layer of the consent management platform. Further, the ability to withdraw consent must be readily available at all times.
The CNIL also noted that it should be as easy to refuse consent to the use of cookies as it is to accept consent, and an equivalent “refuse all” button should be present on the first layer of the consent management platform. Further, the ability to withdraw consent must be always readily available.
In each of the last three years, our average client retention rate, as measured on a quarterly basis, was a pproximately 90%. Demonstrating the depth and scale of our commerce data, we have exposure to over $1 trillion in online sales transactions on our clients' digital properties in the year ended December 31, 2022.
In each of the last three years, our average client retention rate, as measured on a quarterly basis, was a pproximately 90%. Demonstrating the depth and scale of our commerce data, we have exposure to $1 trillion in online sales transactions on our clients' digital properties in the year ended December 3 1, 2023.
Employees and Human Capital Management We have a demonstrated history of commitment to the well-being and success of our workforce, and our company is driven by our core values of “open, together and impactful”. As of December 31, 2022, we had 3,716 employees.
Employees and Human Capital Management We have a demonstrated history of commitment to the well-being and success of our workforce, and our company is driven by our core values of “open, together and impactful”. As of December 31, 2023, we had 3,563 employees.
A recent ruling by the Court of Justice of the EU clarified that such consent must be reflected by an affirmative act of the user in line with the requirements applicable to consent under the GDPR. These developments result in ending reliance on implied consent mechanisms that have been used to meet requirements of the E-Privacy Directive in some markets.
The Court of Justice of the EU clarified that such consent must be reflected by an affirmative act of the user in line with the requirements applicable to consent under GDPR. These developments result in ending reliance on implied consent mechanisms used to meet requirements of the E-Privacy Directive in some markets.
Our current global operations and future initiatives involve a variety of risks, including: • operational and execution risk, including localization of the product interface and systems, translation into foreign languages, adaptation for local practices, adequate coordination of timing to onboard local clients and publishers, difficulty of maintaining our corporate culture, challenges inherent to hiring and efficiently managing employees over large geographic distances, and the increasing complexity of the organizational structure required to support expansion and operations into multiple geographies and regulatory systems; • insufficient, or insufficiently coordinated, demand for and supply of advertising inventory in specific geographic markets processed through Criteo AI Engine, which could impair its ability to accurately predict user engagement in that market; • compliance with (and liability for failure to comply with) applicable local laws and regulations, including, among other things, laws and regulations with respect to data protection and user privacy, data use, tax and withholding, labor regulations, anti-corruption, environment, consumer protection, economic sanctions (including those resulting from the conflict between Russia and Ukraine), public health crises (including the COVID-19 pandemic), spam and content, which laws and regulations may be inconsistent across jurisdictions; • intensity of local competition for digital advertising budgets and internet display inventory; • changes in a specific country’s or region’s political or economic conditions, including as a result of the ongoing conflict between Russia and Ukraine; 30 • risks related to tariffs and trade barriers, pricing structure, payment and currency, including aligning our pricing model and payment terms with local norms, higher levels of credit risk and payment fraud, difficulties in invoicing and collecting in foreign currencies and associated foreign currency exposure, restrictions on foreign ownership and investments, and difficulties in repatriating or transferring funds from or converting currencies; and • limited or unfavorable intellectual property protection; Additionally, operating in international markets also requires significant management attention and financial resources.
Our current global operations and future initiatives involve a variety of risks, including: • operational and execution risk, including localization of the product interface and systems, translation into foreign languages, adaptation for local practices, adequate coordination to onboard local clients and publishers, difficulty of maintaining our corporate culture, challenges inherent to hiring and efficiently managing employees over large geographic distances, and the increasing complexity of the organizational structure required to support expansion and operations into multiple geographies and regulatory systems; • insufficient, or insufficiently coordinated, demand for and supply of advertising inventory in specific geographic markets processed through Criteo AI Engine, which could impair its ability to accurately predict user engagement in that market; • compliance with (and liability for failure to comply with) applicable local laws and regulations, including, among other things, laws and regulations with respect to data protection and user privacy, data use, tax and withholding, labor regulations, anti-corruption, environment, consumer protection, economic sanctions, public health crises (including the outbreak of contagious disease and pandemics), spam and content, and artificial intelligence, which laws and regulations may be inconsistent across jurisdictions; • intensity of local competition for digital advertising budgets and internet advertising inventory; • changes in a specific country’s or region’s political or economic conditions; • risks related to tariffs and trade barriers, pricing structure, payment and currency, including aligning our pricing model and payment terms with local norms, higher levels of credit risk and payment fraud, difficulties in invoicing and collecting in foreign currencies and associated foreign currency exposure, restrictions on foreign ownership and investments, and difficulties in repatriating or transferring funds from or converting currencies; and 22 • limited or unfavorable intellectual property protection; Additionally, operating in international markets also requires significant management attention and financial resources.
In addition, computer malware/ransomware, viruses, unauthorized access or system compromises and hacking by sophisticated actors, including potential attacks from nation-state actors, have become more prevalent in our industry. Our products embed open source software. There may be vulnerabilities in open source software that may make our products susceptible to cyberattacks.
In addition, computer malware/ransomware, viruses, unauthorized access or system compromises and hacking by sophisticated actors, including potential attacks from nation-state actors, have become more prevalent in our industry. Our products embed open source software. There may be vulnerabilities in open source software that may make our products susceptible to cyberattacks. We rely on cloud storage providers.
We cannot be certain that the steps we have taken to protect our trade secrets and proprietary information will prevent unauthorized use or reverse engineering of our trade secrets or proprietary information. To protect or enforce our intellectual property rights, we may initiate litigation against third parties.
Additionally, our trade secrets may be independently developed by competitors. We cannot be certain that the steps we have taken to protect our trade secrets and proprietary information will prevent unauthorized use or reverse engineering of our trade secrets or proprietary information. To protect or enforce our intellectual property rights, we may initiate litigation against third parties.
The market price of the ADSs has fluctuated and may fluctuate significantly in response to numerous factors, many of which are beyond our control, including: • actual or anticipated fluctuations in our revenue and other results of operations; • the guidance we may provide to the public, any changes in this guidance or our failure to meet this guidance; • investor perception of risks in our industry, including but not limited to the competitive concentration of supply inventory or risks of fraudulent or malicious activity; • failure of securities analysts to initiate or maintain coverage of us and our securities, changes in financial estimates by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors; • announcements by us, our competitors or large influential technology companies of significant technical innovations or changes, acquisitions, strategic partnerships, joint ventures or capital commitments; • changes in operating performance and stock market valuations of advertising technology or other technology companies, or those in our industry in particular; • investor sentiment with respect to our competitors, business partners or industry in general; • price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole; • additional ADSs being sold into the market by us or the Company’s insiders; • media coverage of our business and financial performance; • developments in anticipated or new legislation or new or pending lawsuits or regulatory actions; • other events or factors, including those resulting from economic recessions, natural disasters or weather events, cyberattacks, pandemics (including the COVID-19 pandemic), war (including the ongoing conflict between Russia and Ukraine), incidents of terrorism or other catastrophic events or responses to these events; and • any other risks identified in this Form 10-K.
The market price of the ADSs has fluctuated and may fluctuate significantly in response to numerous factors, many of which are beyond our control, including: • actual or anticipated fluctuations in our revenue and other results of operations; • the guidance we may provide to the public, any changes in this guidance or our failure to meet this guidance; • investor perception of risks in our industry; • failure of securities analysts to initiate or maintain coverage of us and our securities, changes in financial estimates by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors; • announcements by us, our competitors or large influential technology companies of significant technical innovations or changes, acquisitions, strategic partnerships, joint ventures or capital commitments; • changes in operating performance and stock market valuations of advertising technology or other technology companies, or those in our industry in particular; • investor sentiment with respect to our competitors, business partners or industry in general; • price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole; • additional ADSs being sold into the market by us or the Company’s insiders; • media coverage of our business and financial performance; • developments in anticipated or new legislation or new or pending lawsuits or regulatory actions; • other events or factors, including those resulting from economic recessions, natural disasters or weather events, cybersecurity incidents, pandemics, war, terrorism or other catastrophic events or responses to these events; and • any other risks identified in this Form 10-K.
Risks Related to Data Privacy, Intellectual Property and Cybersecurity 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 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.
As we market our solutions, we may increasingly need advertising agencies to work with us in assisting businesses in planning and purchasing for broader marketing goals. In the last quarter of 2022, 37% of Criteo Retail Media’s gross media spend and 33% of Criteo Marketing Solutions’ gross media spend relied on advertising agencies.
As we market our solutions, we may increasingly need advertising agencies to work with us in assisting businesses in planning and purchasing for broader marketing goals. In the last quarter of 2023, 30% of Criteo Retail Media’s gross media spend and 32% of Criteo Marketing Solutions’ gross media spend relied on advertising agencies.
The CCPA establishes a new privacy framework for covered businesses by, among other requirements, creating an expanded definition of personal information, establishing new data privacy rights for consumers in the State of California, imposing special rules on the collection of personal data from minors, creating new notice obligations and new limits on the sale of personal information, and creating a new and potentially severe statutory damages framework for violations of the CCPA and for businesses that fail to implement reasonable security procedures and practices to prevent data breaches.
The CCPA establishes a privacy framework for covered businesses by, among other requirements, creating an expanded definition of personal information, establishing new data privacy rights for consumers in the State of California, creating new notice obligations and new limits on the sale of personal information, and creating a statutory damages framework for violations of the CCPA and for businesses that fail to implement reasonable security procedures and practices to prevent data breaches.
Since 2018, and accelerating since 2020, we have deeply transformed the Company from a single-product to a multi-solution platform provider, fast diversifying our business into new solutions.
Since 2018, and accelerating since 2020, we have deeply transformed the Company from a single-product to a multi-solution platform provider, diversifying our business.
We cannot predict the future level of demand for our services and products that will be generated by these clients. In addition, revenues from these clients may fluctuate from time to time. Further, some of our contracts with these clients may permit them to terminate use of our products at any time (subject to notice and certain other provisions).
We cannot predict the future level of demand for our services and products generated by these clients, and revenues from these clients may fluctuate. Further, some of our contracts with these clients may permit them to terminate or reduce use of our products at any time (subject to notice and certain other provisions).
Holder is a beneficial owner of our ADSs and is: (i) an individual who is a citizen or resident of the United States for U.S. federal income tax purposes; (ii) a corporation, or other entity treated as an association taxable as a corporation for U.S. federal income tax purposes, created in, or organized under the law of the United States, any state thereof or the District of Columbia; (iii) an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or (iv) a trust (A) the administration of which is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to control all substantial decisions of the trust or (B) that has otherwise validly elected to be treated as a U.S. person under the U.S.
Holder is (1) a legal and/or a beneficial owner of our ADSs and (2) a U.S. person for U.S. federal income tax purposes, specifically: (i) an individual who is a citizen or resident of the United States for U.S. federal income tax purposes; (ii) a corporation, or other entity treated as an association taxable as a corporation for U.S. federal income tax purposes, that is created in, or organized under the law of the United States, any state thereof or the District of Columbia; (iii) an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source or whether or not the income is effectively connected with the conduct of a U.S. trade or business; (iv) a trust, the administration of which is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to control all substantial decisions of the trust; or (v) a person that has otherwise validly elected to be treated as a U.S. person under the U.S.
Our industry is characterized by the existence of a large number of patents and frequent claims and related litigation regarding patent and other intellectual property rights. In particular, leading companies in the technology industry have extensive patent portfolios.
Our industry is characterized by the existence of patents and occasional claims and related litigation regarding patent and other intellectual property rights. In particular, leading companies in the technology industry have extensive patent portfolios.

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Item 2. Properties

Properties — owned and leased real estate

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Biggest change(Texas, Virginia), France, the Netherlands, Singapore and Japan. We believe that our facilities are adequate for our current needs.
Biggest change(Texas, Virginia), France, the Netherlands, Singapore and Japan. The properties are used by each of our segments. We believe that our facilities are adequate for our current needs.
Item 2. Properties Our headquarters are located in Paris, France, in an approximately 8,089 square meter facility, under a lease agreement expiring on July, 2030. In addition, we had 27 offices in 18 countries as of December 31, 2022. We currently lease space in data centers from third-party hosting providers to operate our servers located in the U.S.
Item 2. Properties Our headquarters are located in Paris, France, in an approximately 9,216 square meter facility, under a lease agreement expiring in March 2031. In addition, we had 29 offices in 17 countries as of December 31, 2023. We currently lease space in data centers from third-party hosting providers to operate our servers located in the U.S.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeFor the purposes of (ii)(a) in the preceding sentence, ownership of at least 40% of our share capital or voting rights is regarded as a controlling interest, but a lower percentage might be held to be a controlling interest in certain circumstances depending upon factors such as the acquirer’s intention, the acquirer’s ability to elect directors, and financial reliance by the company on the acquirer. 51 If an investment requiring the prior authorization of the French Minister of Economy is completed without such authorization having been granted, the French Minister of Economy, at its discretion, might direct the relevant investor to nonetheless (i) submit a request for authorization, (ii) have the previous situation restored at its own expense or (iii) amend the investment.
Biggest changeFor the purposes of (ii)(a) in the preceding sentence, ownership of at least 40% of our share capital or voting rights is regarded as a controlling interest, but a lower percentage might be held to be a controlling interest in certain circumstances depending upon factors such as the acquirer’s intention, the acquirer’s ability to elect directors, and financial reliance by the company on the acquirer.
U.S. Holders should consult their tax advisors regarding the availability of the reduced tax rate on dividends in their particular circumstances. For U.S. foreign tax credit purposes, dividends paid on our ADSs or ordinary shares generally will be treated as income from foreign sources and generally will constitute passive category income.
Holders should consult their tax advisors regarding the availability of the reduced tax rate on dividends in their particular circumstances. For U.S. foreign tax credit purposes, dividends paid on our ADSs or ordinary shares generally will be treated as income from foreign sources and generally will constitute passive category income.
Gift and Inheritance Tax Generally, under French tax law, the following assets are subject to gift and inheritance tax: • all movable or immovable property located in France or outside France when the donor or the deceased had his or her tax residence in France within the meaning of Article 4 B of the FTC; • movable or immovable property located in France (including French real estate assets held indirectly), when the donor or the deceased is not domiciled for tax purposes in France; • movable and immovable property located in France or outside France received from a donor or deceased domiciled outside France by an heir, donee or legatee who is domiciled for tax purposes in France within the meaning of Article 4 B of the FTC and has been so domiciled for at least six years during the last ten years preceding the year in which he or she receives the property.
Gift and Inheritance Tax Generally, under French tax law, the following assets are subject to gift and inheritance tax: • all movable or immovable property located in France or outside France when the donor or the deceased had his or her tax residence in France within the meaning of Article 4 B of the FTC; • movable or immovable property located in France (including French real estate assets held indirectly), when the donor or the deceased is not domiciled for tax purposes in France; 47 • movable and immovable property located in France or outside France received from a donor or deceased domiciled outside France by an heir, donee or legatee who is domiciled for tax purposes in France within the meaning of Article 4 B of the FTC and has been so domiciled for at least six years during the last ten years preceding the year in which he or she receives the property.
Holders subject to special rules, such as: • certain banks and other financial institutions; • dealers in securities or currencies; • traders that elect to use a mark-to-market method of accounting; • persons holding ADSs or ordinary shares as part of a hedging transaction, straddle, wash sale, conversion transaction or other integrated transaction or persons entering into a constructive sale with respect to the ADSs or ordinary shares; • persons whose functional currency for U.S. federal income tax purposes is not the U.S. dollar; 55 • entities or arrangements classified as partnerships for U.S. federal income tax purposes; • insurance companies; • pension plans; • cooperatives; • regulated investment companies; • real estate investment trusts; • tax-exempt entities, including private foundations and “individual retirement accounts” or “Roth IRAs”; • certain former U.S. citizens or long-term residents; • persons who acquire their ADSs or ordinary shares pursuant to any employee share option or otherwise as compensation; • persons required for U.S. federal income tax purposes to conform the timing of income accruals with respect to the ADSs or ordinary shares to their financial statements under Section 451(b) of the Code; • persons that directly, indirectly or constructively own 10% or more of our shares (by vote or value); or • persons holding ADSs or ordinary shares in connection with a trade or business conducted outside of the U.S.
Holders subject to special rules, such as: • certain banks and other financial institutions; • dealers in securities or currencies; • traders that elect to use a mark-to-market method of accounting; • persons holding ADSs or ordinary shares as part of a hedging transaction, straddle, wash sale, conversion transaction or other integrated transaction or persons entering into a constructive sale with respect to the ADSs or ordinary shares; • persons whose functional currency for U.S. federal income tax purposes is not the U.S. dollar; • entities or arrangements classified as partnerships for U.S. federal income tax purposes; • insurance companies; • pension plans; • cooperatives; • regulated investment companies; • real estate investment trusts; • tax-exempt entities, including private foundations and “individual retirement accounts” or “Roth IRAs”; • certain former U.S. citizens or long-term residents; • persons who acquire their ADSs or ordinary shares pursuant to any employee share option or otherwise as compensation; 48 • persons required for U.S. federal income tax purposes to conform the timing of income accruals with respect to the ADSs or ordinary shares to their financial statements under Section 451(b) of the Code; • persons that directly, indirectly or constructively own 10% or more of our shares (by vote or value); or • persons holding ADSs or ordinary shares in connection with a trade or business conducted outside of the U.S.
Holder may immediately be subject to the reduced rates of 15% or 5% provided that such holder establishes before the date of payment that it is a U.S. resident under the Treaty by completing and providing the depositary with the applicable treaty forms (Form 5000 and Form 5001). 53 Dividends paid to a U.S.
Holder may immediately be subject to the reduced rates of 15% or 5% provided that such holder establishes before the date of payment that it is a U.S. resident under the Treaty by completing and providing the depositary with the applicable treaty forms (Form 5000 and Form 5001). Dividends paid to a U.S.
Holders who own ordinary shares or ADSs through U.S. partnerships that are not residents for Treaty purposes are advised to consult their own tax advisors regarding their French tax treatment and their eligibility for Treaty benefits in light of their own particular circumstances. 54 A U.S.
Holders who own ordinary shares or ADSs through U.S. partnerships that are not residents for Treaty purposes are advised to consult their own tax advisors regarding their French tax treatment and their eligibility for Treaty benefits in light of their own particular circumstances. A U.S.
If distributions exceed our current and accumulated earnings and profits, such excess distributions will generally constitute a return of capital to the extent of the U.S. Holder’s tax basis in its ADSs or ordinary shares and will result in a reduction thereof. To the extent such excess exceeds a U.S.
If distributions exceed our current and accumulated earnings and profits, such excess distributions will generally constitute a return of capital to the extent of the U.S. Holder’s tax basis in its ADSs or ordinary shares and will result in a reduction thereof. 49 To the extent such excess exceeds a U.S.
The following discussion does not address the French tax consequences applicable to securities held in trusts. 52 If securities are held in trust, the settlor, trustee and beneficiary are urged to consult their own tax adviser regarding the specific tax consequences of acquiring, owning and disposing of securities.
The following discussion does not address the French tax consequences applicable to securities held in trusts. If securities are held in trust, the settlor, trustee and beneficiary are urged to consult their own tax adviser regarding the specific tax consequences of acquiring, owning and disposing of securities.
The returns shown are based on historical results and are not intended to suggest future performance. 50 The foregoing performance graph and related information shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filings under the Securities Act or the Exchange Act, except to the extent we specifically incorporate it by reference into such filing.
The returns shown are based on historical results and are not intended to suggest future performance. 42 The foregoing performance graph and related information shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filings under the Securities Act or the Exchange Act, except to the extent we specifically incorporate it by reference into such filing.
This number of holders of record and DTC participants also does not include holders whose shares may be held in trust by other entities. ADS Performance Graph The following graph matches our cumulative five-year total shareholder return on our ADSs with the cumulative total returns of the Russell 2000 Index and the Nasdaq Internet Index.
This number of holders of record and DTC participants also does not include holders whose shares may be held in trust by other entities. ADS Performance Graph The following graph matches ou r cumulative five-year total shareholder return on our ADSs with the cumulative total returns of the Russell 2000 Index and the Nasdaq Internet Index.
Holder that has not filed the Form 5000 before the dividend payment date will be subject to French withholding tax at the rate of 12.8%, 25% in 2022, or 75% if paid in a non-cooperative State or territory (as defined in Article 238-0 A of the FTC). Such U.S.
Holder that has not filed the Form 5000 before the dividend payment date will be subject to French withholding tax at the rate of 12.8%, 25% in 2023, or 75% if paid in a non-cooperative State or territory (as defined in Article 238-0 A of the FTC). Such U.S.
U.S. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS AS TO THE U.S. FEDERAL, STATE, LOCAL, AND NON-U.S. TAX CONSIDERATIONS GENERALLY APPLICABLE TO THEM OF THE OWNERSHIP AND DISPOSITION OF OUR ADSs OR ORDINARY SHARES IN THEIR PARTICULAR CIRCUMSTANCES. 59
U.S. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS AS TO THE U.S. FEDERAL, STATE, LOCAL, AND NON-U.S. TAX CONSIDERATIONS GENERALLY APPLICABLE TO THEM OF THE OWNERSHIP AND DISPOSITION OF OUR ADSs OR ORDINARY SHARES IN THEIR PARTICULAR CIRCUMSTANCES. 52
Holder’s tax basis in the ADSs or ordinary shares will be adjusted to reflect the income or loss amounts recognized. 58 Any gain recognized on the sale or other disposition of ADSs or ordinary shares in a year when we are a PFIC will be treated as ordinary income and any loss will be treated as an ordinary loss (but only to the extent of the net amount of income previously included as a result of the mark-to-market election).
Any gain recognized on the sale or other disposition of ADSs or ordinary shares in a year when we are a PFIC will be treated as ordinary income and any loss will be treated as an ordinary loss (but only to the extent of the net amount of income previously included as a result of the mark-to-market election).
The graph tracks the performance of a $100 investment in our ADSs and in each index (with the reinvestment of all dividends) from December 31, 2017 to December 31, 2022.
The graph tracks the performance of a $100 investment in our ADSs and in each index (with the reinvestment of all dividends) from December 31, 2018 to December 31, 2023.
This discussion applies only to investors that hold our securities as capital assets that have the U.S. dollar as their functional currency, that are entitled to treaty benefits under the “Limitation on Benefits” provision contained in the tax treaty between the Government of the U.S. and the Government of the French Republic for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital dated August 31, 1994, as amended by additional protocols of December 8, 2004 and January 13, 2009 ("The Treaty"), and whose ownership of the securities is not effectively connected to a permanent establishment or a fixed base in France.
Holder is a partner in a partnership that holds securities, such holder is urged to consult its own tax adviser regarding the specific tax consequences of acquiring, owning and disposing of securities. 44 This discussion applies only to investors that hold our securities as capital assets that have the U.S. dollar as their functional currency, that are entitled to treaty benefits under the “Limitation on Benefits” provision contained in the tax treaty between the Government of the U.S. and the Government of the French Republic for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital dated August 31, 1994, as amended by additional protocols of December 8, 2004 and January 13, 2009 ("The Treaty"), and whose ownership of the securities is not effectively connected to a permanent establishment or a fixed base in France.
Further, as discussed below under “—Passive Foreign Investment Company, or PFIC, Rules”, although there can be no assurance that we will or will not be considered a PFIC for any taxable year, we believe we were not a PFIC for our 2022 taxable year and we do not anticipate that we will be a PFIC in the current and future taxable years.
Further, as discussed below under “PFIC Rules”, although there can be no assurance that we will or will not be considered a PFIC for any taxable year, we believe we were not a PFIC for our 2022 taxable year and we do not anticipate that we will be a PFIC in the current and future taxable years. U.S.
Sale or Other Disposition of ADSs or Ordinary Shares Subject to the discussion below under “—Passive Foreign Investment Company, or PFIC, Rules”, gain or loss realized on the sale or other disposition of ADSs or ordinary shares will be capital gain or loss, and will be long-term capital gain or loss if the U.S.
Sale or Other Disposition of ADSs or Ordinary Shares Subject to the discussion below under “PFIC Rules”, gain or loss realized on the sale or other disposition of ADSs or ordinary shares will be capital gain or loss, and will be long-term capital gain or loss if the U.S.
Holders As of January 31, 2023, there were 35 holders of record of our ordinary shares and 198 partic ipants in DTC that held our ADSs. The actual number of holders is greater, and includes beneficial owners whose ADSs are held in street name by brokers and other nominees.
Holders As of January 31, 2024, there were 36 holders of record of our ordinary shares and 125 participants in DTC that held our ADSs. The actual number of holders is greater, and includes beneficial owners whose ADSs are held in street name by brokers and other nominees.
Any capital gain or loss will generally be treated as U.S.-source gain or loss for U.S. foreign tax credit purposes, which will generally limit the availability of foreign tax credits. 57 Passive Foreign Investment Company, or PFIC, Rules Under the Code, we will be a PFIC for any taxable year in which either (i) 75% or more of our gross income consists of “passive income,” or (ii) 50% or more of the average quarterly value of our assets consist of assets that produce, or are held for the production of, “passive income.” For purposes of the above calculations, we will be treated as if we hold our proportionate share of the assets of, and receive directly our proportionate share of the income of, any other corporation in which we directly or indirectly own at least 25%, by value, of the shares of such corporation.
PFIC Rules Under the Code, we will be a PFIC for any taxable year in which either (i) 75% or more of our gross income consists of “passive income,” or (ii) 50% or more of the average quarterly value of our assets consist of assets that produce, or are held for the production of, “passive income.” For purposes of the above calculations, we will be treated as if we hold our proportionate share of the assets of, and receive directly our proportionate share of the income of, any other corporation in which we directly or indirectly own at least 25%, by value, of the shares of such corporation.
Laws and regulations concerning foreign exchange controls do, however, require that all payments or transfers of funds made by a French resident to a non-resident, such as dividend payments, be handled by an accredited intermediary. All registered banks and substantially all credit institutions in France are accredited intermediaries.
Laws and regulations concerning foreign exchange controls do, however, require that all payments or transfers of funds made by a French resident to a non-resident, such as dividend payments, be handled by an accredited intermediary.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers We spent $136 millio n on ADS repurchases in 2022, and we extended our previously authorized share repurchase program of up to $280 million of outstanding ADS to an increased amount of up to $480 million in December 2022.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers We spent $125 million on ADS repurchases in 2023, and we extended our previously authorized share repurchase program of up to $480 million of outstanding ADS to an increased amount of up to $630 million in February 2024.
Registration Duties In the case where Article 235 ter ZD of the FTC is not applicable, transfers of shares which are not listed on a regulated market of the European Union or an exchange formally acknowledged by the AMF are subject to uncapped registration duties at the rate of 0.1%.
Registration Duties In the case where Article 235 ter ZD of the FTC is not applicable, transfers of shares which are not listed on a regulated market of the European Union or an exchange formally acknowledged by the AMF are subject to uncapped registration duties at the rate of 0.1%. 45 Ownership Consequences Taxation of Dividends Dividends paid by a French corporation to non-residents of France are generally subject to French withholding tax at a rate of 25% or 12.8% for individuals.
Neither the French Commercial Code nor our by-laws presently impose any restrictions on the right of non-French residents or non-French shareholders to own and vote shares.
All registered banks and substantially all credit institutions in France are accredited intermediaries. 43 Neither the French Commercial Code nor our by-laws presently impose any restrictions on the right of non-French residents or non-French shareholders to own and vote shares.
If we are not and have not been a PFIC (as discussed below in the section entitled “—Passive Foreign Investment Company, or PFIC, Rules”), in the event that we do make distributions of cash or other property, the following rules would apply.
Taxation of Distributions We do not currently expect to make distributions on our ADSs or ordinary shares. If we are not and have not been a PFIC (as discussed below in the section entitled “PFIC Rules”), in the event that we do make distributions of cash or other property, the following rules would apply.
In addition, in order to avoid the application of the foregoing rules, a U.S. person that owns shares in a PFIC for U.S. federal income tax purposes may make a “qualified electing fund” (“QEF”) election with respect to such PFIC, if the PFIC provides the information necessary for such election to be made.
Holder will not be required to take into account the mark-to-market income or loss described above during any period that we are not classified as a PFIC. 51 In addition, in order to avoid the application of the foregoing rules, a U.S. person that owns shares in a PFIC for U.S. federal income tax purposes may make a “qualified electing fund” (“QEF”) election with respect to such PFIC, if the PFIC provides the information necessary for such election to be made.
Wealth Tax As from January 1, 2018, French wealth tax ( impôt de solidarité sur la fortune ) has been replaced by the real estate wealth tax ( impôt sur la fortune immobilière ) which applies to French tax residents on their worldwide real estate assets and non-French tax resident individuals owning French real estate assets or rights, directly or indirectly through one or more legal entities, and whose net taxable assets amount to at least 1,300,000 euros.
Because the withholding tax rate applicable under French domestic law to U.S. holders who are individuals does not exceed the cap provided in the Treaty ( i.e. 15%), the domestic 12.8% withholding tax rate will generally apply to dividends paid to those U.S. holders, as opposed to the rate provided under the Treaty. 46 Wealth Tax As from January 1, 2018, French wealth tax ( impôt de solidarité sur la fortune ) has been replaced by the real estate wealth tax ( impôt sur la fortune immobilière ) which applies to French tax residents on their worldwide real estate assets and non-French tax resident individuals owning French real estate assets or rights, directly or indirectly through one or more legal entities, and whose net taxable assets amount to at least 1,300,000 euros.
Based on the value and composition of our assets, although not free from doubt, we do not believe we were a PFIC for the taxable year ended December 31, 2022, and we do not expect to be a PFIC in the current taxable year or the foreseeable future.
The determination of whether we are a PFIC is a fact-intensive determination that must be made on an annual basis applying principles and methodologies that are in some circumstances unclear. 50 Based on the value and composition of our assets, although not free from doubt, we do not believe we were a PFIC for the taxable year ended December 31, 2023, and we do not expect to be a PFIC in the current taxable year or the foreseeable future.
Holder makes a valid mark-to-market election, and we subsequently cease to be classified as a PFIC, such U.S. Holder will not be required to take into account the mark-to-market income or loss described above during any period that we are not classified as a PFIC.
Holder makes a valid mark-to-market election, and we subsequently cease to be classified as a PFIC, such U.S.
Accordingly, no gain or loss will be recognized if a U.S. Holder exchanges ADSs for the underlying shares represented by those ADSs. U.S.
Accordingly, no gain or loss will be recognized if a U.S. Holder exchanges ADSs for the underlying shares represented by those ADSs. U.S. Holders should consult their tax advisers concerning the U.S. federal, state, local and non-U.S. tax consequences of owning and disposing of ADSs or ordinary shares in their particular circumstances.
Removed
Recent Sales of Unregistered Securities and Use of Proceeds On August 1, 2022, we issued $70.2 million in ADS to the selling shareholders in the Iponweb acquisition pursuant to Rule 506 of Regulation D.
Added
The following table provides certain information with respect to our purchases of our ADSs during the fourth 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) October 1 to 31, 2023 88,865 $ 28.86 88,865 $ 144,170,852 November 1 to 30, 2023 318,322 $ 24.16 318,322 136,427,582 December 1 to 31, 2023 474,546 $ 24.91 474,546 124,601,156 Total 881,733 881,733 — (1) In October 2021, the board of directors approved an extension of the long-term share repurchase program of up to $175 million of the Company's outstanding American Depositary Shares, and in February 2024, the board of directors further extended this long-term share repurchase program to a total of $630 million.
Removed
Holder is a partner in a partnership that holds securities, such holder is urged to consult its own tax adviser regarding the specific tax consequences of acquiring, owning and disposing of securities.
Added
(2) Average price paid per share excludes any broker commissions paid. Recent Sales of Unregistered Securities and Use of Proceeds There were no unregistered sales of equity securities during 2023.
Removed
Ownership Consequences Taxation of Dividends Dividends paid by a French corporation to non-residents of France are generally subject to French withholding tax at a rate of 25% or 12.8% for individuals.
Added
If an investment requiring the prior authorization of the French Minister of Economy is completed without such authorization having been granted, the French Minister of Economy, at its discretion, might direct the relevant investor to nonetheless (i) submit a request for authorization, (ii) have the previous situation restored at its own expense or (iii) amend the investment.
Removed
Because the withholding tax rate applicable under French domestic law to U.S. holders who are individuals does not exceed the cap provided in the Treaty ( i.e. 15%), the domestic 12.8% withholding tax rate will generally apply to dividends paid to those U.S. holders, as opposed to the rate provided under the Treaty.
Added
Any capital gain or loss will generally be treated as U.S.-source gain or loss for U.S. foreign tax credit purposes, which will generally limit the availability of foreign tax credits.
Removed
Holders should consult their tax advisers concerning the U.S. federal, state, local and non-U.S. tax consequences of owning and disposing of ADSs or ordinary shares in their particular circumstances. 56 Taxation of Distributions We do not currently expect to make distributions on our ADSs or ordinary shares.
Added
If a U.S. Holder makes the election, the U.S. Holder’s tax basis in the ADSs or ordinary shares will be adjusted to reflect the income or loss amounts recognized.
Removed
The determination of whether we are a PFIC is a fact-intensive determination that must be made on an annual basis applying principles and methodologies that are in some circumstances unclear.
Removed
If a U.S. Holder makes the election, the U.S.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

113 edited+77 added−81 removed66 unchanged
Biggest changeThree Months Ended December 31, 2022 September 30, 2022 June 30, 2022 March 31, 2022 December 31, 2021 September 30, 2021 June 30, 2021 March 31, 2021 (in thousands) Consolidated Statements of Income Data: Revenue $ 564,425 $ 446,921 $ 495,090 $ 510,567 $ 653,267 $ 508,580 $ 551,311 $ 541,077 Cost of revenue Traffic acquisition costs (1) (281,021) (233,543) (280,565) (293,650) (377,076) (297,619) (331,078) (327,667) Other cost of revenue (36,810) (33,771) (29,550) (32,893) (31,840) (34,935) (37,364) (34,712) Gross profit 246,594 179,607 184,975 184,024 244,351 176,026 182,869 178,698 Operating expenses Research and development expenses (69,348) (42,725) (41,496) (34,027) (44,860) (33,345) (41,915) (31,697) Sales and operations expenses (99,633) (90,051) (99,313) (88,999) (89,892) (75,619) (80,751) (79,354) General and administrative expenses (28,969) (42,353) (100,672) (33,336) (43,855) (34,877) (40,474) (33,428) Total operating expenses (197,950) (175,129) (241,481) (156,362) (178,607) (143,841) (163,140) (144,479) Income from operations 48,644 4,478 (56,506) 27,662 65,744 32,185 19,729 34,219 Financial and Other income (expense) (6,144) 3,485 16,412 4,030 3,330 (154) (519) (718) Income before taxes 42,500 7,963 (40,094) 31,692 69,074 32,031 19,210 33,501 Provision for income taxes (26,451) (1,442) 7,121 (10,414) 5,864 (7,801) (4,181) (10,051) Net income $ 16,049 $ 6,521 $ (32,973) $ 21,278 $ 74,938 $ 24,230 $ 15,029 $ 23,450 Net income available to shareholders of Criteo S.A. 15,400 6,579 (33,614) 20,587 73,765 23,481 14,804 22,406 (1) 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 and on Marketing Solution solutions are accounted for on a gross basis.
Biggest changeYou should read this information together with our audited consolidated financial statements and related notes beginning on page F-1. 70 Three Months Ended December 31, 2023 September 30, 2023 June 30, 2023 March 31, 2023 December 31, 2022 September 30, 2022 June 30, 2022 March 31, 2022 (in thousands) Consolidated Statements of Income Data: Revenue $ 566,302 $ 469,193 $ 468,934 $ 445,016 $ 564,425 $ 446,921 $ 495,090 $ 510,567 Cost of revenue Traffic acquisition costs (1) (249,926) (223,798) (228,717) (224,398) (281,021) (233,543) (280,565) (293,650) Other cost of revenue (39,750) (40,268) (40,435) (39,109) (36,810) (33,771) (29,550) (32,893) Gross profit 276,626 205,127 199,782 181,509 246,594 179,607 184,975 184,024 Operating expenses Research and development expenses (48,402) (62,522) (67,775) (63,590) (69,348) (42,725) (41,496) (34,027) Sales and operations expenses (97,687) (94,572) (112,511) (101,242) (99,633) (90,051) (99,313) (88,999) General and administrative expenses (42,219) (36,599) (18,537) (40,170) (28,969) (42,353) (100,672) (33,336) Total operating expenses (188,308) (193,693) (198,823) (205,002) (197,950) (175,129) (241,481) (156,362) Income (loss) from operations 88,318 11,434 959 (23,493) 48,644 4,478 (56,506) 27,662 Financial and Other income (expense) (4,498) (2,967) (1,852) 6,827 (6,144) 3,485 16,412 4,030 Income (loss) before taxes 83,820 8,467 (893) (16,666) 42,500 7,963 (40,094) 31,692 Provision for income taxes (21,769) (1,832) (1,078) 4,595 (26,451) (1,442) 7,121 (10,414) Net income (loss) $ 62,051 $ 6,635 $ (1,971) $ (12,071) $ 16,049 $ 6,521 $ (32,973) $ 21,278 Net income (loss) available to shareholders of Criteo S.A. 61,017 6,927 (2,876) (11,809) 15,400 6,579 (33,614) 20,587 B.
Retail Media revenue decreased(18)% (or (16)% on a constant currency basis) to 202.3 million for 2022, as the strong performance with large retailers across the U.S. and EMEA was more than offset was more than offset by the technical and transitory impact related to the ongoing client migration to the Company's platform.
Retail Media revenue decreased (18)% (or (16)% on a constant currency basis) to 202.3 million for 2022, as the strong performance with large retailers across the U.S. and EMEA was more than offset by the technical and transitory impact related to the ongoing client migration to the Company's platform.
The 13% decrease in Marketing Solutions' traffic acquisition costs related primarily to the (25)% decrease (or (14)% increase on a constant currency basis) in the average CPM for inventory purchased, including lower CPMs for signal-limited environments where Criteo continues to perform, partially offset by a 15% increase in the number of impressions we purchased, reflecting our expanding relationships with existing and new publisher partners, in particular through direct connections, to support client demand for advertising campaigns.
The decrease in Marketing Solutions' traffic acquisition costs of (13)%, related primarily to the (25)% decrease (or (14)% decrease on a constant currency basis) in the average CPM for inventory purchased, including lower CPMs for signal-limited environments where Criteo continues to perform, partially offset by a 15% increase in the number of impressions we purchased, reflecting our expanding relationships with existing and new publisher partners, in particular through direct connections, to support client demand for advertising campaigns.
Financing Activities In 2022, net cash used in financing activities was $113.0 million mainly resulting from the $135.7 million impact from our share repurchase program, partially offset by $21.9 million change relating to the recognition of a positive impact of foreign exchange reevaluations net of related hedging and $1.0 million proceeds from stock-options exercises.
In 2022, net cash used in financing activities was $113.0 million mainly resulting from the $135.7 million impact from our share repurchase program, partially offset by $21.9 million change relating to the recognition of a positive impact of foreign exchange reevaluations net of related hedging and $1.0 million in proceeds from stock-options exercises.
In 2021, net cash flows used in investing activities were $76.4 million and consisted of $53.0 million for purchases of servers and other data-center equipment and capitalized software development costs, $10.4 million for business acquisitions and $12.9 million change in other non-current financial assets resulting from investments in Marketable Securities (see Note 4).
In 2021, net cash flows used in investing activities were $76.4 million and consisted of $53.0 million for purchases of servers and other data-center equipment and capitalized software development costs, $10.4 million for business acquisitions and $12.9 million change in other non-current financial assets resulting from investments in Marketable Securities (see Note 5).
This theoretical tax expense is impacted mainly by the following items contributing to a 31.2 million effective tax expense and a 74.1% effective tax rate: $1.7 million of deferred tax assets on which we recognized a valuation allowance, $16.9 million resulting from the non-tax deductible provision following the loss contingency on regulatory matters (refer to Note 19) , $6.2 million of permanent differences (mainly employee costs and intercompany transactions), $1.6 million related to the French business tax, Cotisation sur la Valeur Ajoutée des Entreprises, or “CVAE”, and $2.9 million of net effect of share-based compensation offset by a $6.7 million tax deduction resulting from technology royalty income we received from our subsidiaries, $2.9 million Research and Development tax credit in France, and the recognition or reversal of valuation allowance on deferred tax assets of $1.3 million.
This theoretical tax expense is impacted mainly by the following items contributing to a 31.2 million effective tax expense and a 74.1% effective tax rate: $1.7 million of deferred tax assets on which we recognized a valuation allowance, $16.9 million resulting from the non-tax deductible provision following the loss contingency on regulatory matters (refer to Note 20) , $6.2 million of permanent differences (mainly employee costs and intercompany transactions), $1.6 million related to the French business tax, Cotisation sur la Valeur Ajoutée des Entreprises, or “CVAE”, and $2.9 million of net effect of share-based compensation offset by a $6.7 million tax deduction resulting from technology royalty income we received from our subsidiaries, $2.9 million Research and Development tax credit in France, and the recognition or reversal of valuation allowance on deferred tax assets of $1.3 million.
As a result, we do not include the costs of such personnel in other cost of revenue. 63 Operating Expenses Operating expenses consist of research and development, sales and operations, and general and administrative expenses. Salaries, bonuses, equity awards compensation, pension benefits and other personnel-related costs are the most significant components of each of these expense categories.
As a result, we do not include the costs of such personnel in other cost of revenue. Operating Expenses Operating expenses consist of research and development, sales and operations, and general and administrative expenses. Salaries, bonuses, equity awards compensation, pension benefits and other personnel-related costs are the most significant components of each of these expense categories.
Uncertain Tax Positions We recognize tax benefits from uncertain tax positions only if we believe that it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position.
We also recognize tax benefits from uncertain tax positions only if we believe that it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position.
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. 89 D. Tabular Disclosure of Contractual Obligations.
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. D. Tabular Disclosure of Contractual Obligations.
In 2022, net cash flows used in investing activities were $166.1 million and consisted of $55.8 million for purchases of servers and other data-center equipment and capitalized software development costs, $138.0 million for business acquisitions and $27.8 million change in other non-current financial assets resulting from investments in Marketable Securities (see Note 4).
In 2022, net cash flows used in investing activities were $166.1 million and consisted of $55.8 million for purchases of servers and other data-center equipment and capitalized software development costs, $138.0 million for business acquisitions and $27.8 million change in other non-current financial assets resulting from investments in Marketable Securities (see Note 5).
Our principal commitments consist of non-cancelable operating leases for our various office facilities and data centers, and other contractual commitments consisting of obligations to our hosting services providers, and providers of software as a service. The following table discloses aggregate information about material contractual obligations and periods in which payments were due as of December 31, 2022.
Our principal commitments consist of non-cancelable operating leases for our various office facilities and data centers, and other contractual commitments consisting of obligations to our hosting services providers, and providers of software as a service. The following table discloses aggregate information about material contractual obligations and periods in which payments were due as of December 31, 2023.
Because of these and other limitations, you should consider Contribution ex-TAC alongside our other U.S. GAAP financial result measures.
Because of these and other limitations, you should consider Contribution ex-TAC alongside our other U.S. GAAP financial measures.
This RCF is unsecured and contain customary events of default and covenants, including compliance with a total net debt to adjusted EBITDA ratio and restrictions on the incurrence of additional indebtedness. At December 31, 2022, we were in compliance with the leverage ratio.
This RCF is unsecured and contain customary events of default and covenants, including compliance with a total net debt to adjusted EBITDA ratio and restrictions on the incurrence of additional indebtedness. At December 31, 2023, we were in compliance with the leverage ratio.
Key Metrics We review three key metrics to help us monitor the performance of our business and to identify trends affecting our business. These key metrics include number of clients, Contribution ex-TAC, and Adjusted EBITDA. We believe these metrics are useful to understanding the underlying trends in our business.
Trend Information Key Metrics We review three key metrics to help us monitor the performance of our business and to identify trends affecting our business. These key metrics include number of clients, Contribution ex-TAC, and Adjusted EBITDA. We believe these metrics are useful to understanding the underlying trends in our business.
Please see Note 17 to our audited consolidated financial statements for more detailed information on the provision for income taxes. Amounts recognized in our Consolidated Financial Statements are calculated at the level of each subsidiary within our Consolidated Financial Statements.
Please see Note 18 to our audited consolidated financial statements for more detailed information on the provision for income taxes. Amounts recognized in our Consolidated Financial Statements are calculated at the level of each subsidiary within our Consolidated Financial Statements.
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 the Criteo AI Engine’s performance, allowing it to deliver more relevant advertisements at scale.
We believe this focus builds sustainable long-term value for our business by fortifying a number of our competitive strengths, including access to digital advertising inventory, breadth and depth of data and continuous improvement of the Criteo AI Engine’s performance, allowing us to deliver more relevant advertisements at scale .
As a result, the measurement of deferred income tax assets is reduced, if necessary, by a valuation allowance for any tax benefits which are not expected to be realized.
The measurement of deferred income tax assets is reduced, if necessary, by a valuation allowance for any tax benefits which are not expected to be realized.
Reconciliation of Contribution ex-TAC to Gross Profit 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 cost of revenue. Contribution ex-TAC is not a measure calculated in accordance with U.S. GAAP.
Contribution excluding Traffic Acquisition Costs We define Contribution excluding Traffic Acquisition Costs, "Contribution ex-TAC", as a profitability measure akin to gross profit. It is calculated by deducting traffic acquisition costs from revenue and reconciled to gross profit through the exclusion of other costs of revenue. Contribution ex-TAC is not a measure calculated in accordance with U.S. GAAP.
In this assessment, we consider if we obtain control of the specified goods or services before they are transferred to the customer, as well as other indicators such as the party primarily responsible for fulfillment, inventory risk, and discretion in establishing price.
In this assessment, we consider if we obtain control of the specified goods or services before they are transferred to the customer, as well as other indicators such as the determination of the party primarily responsible for fulfillment of the promised service, inventory risk, and discretion in establishing price.
Our loan and RCF agreements as of December 31, 2022 are presented in the table below: Nominal/ Authorized amounts (RCF Only) Amount drawn as of December 31, 2022 (RCF only) Amount Outstanding as of December 31, 2022 Nature (in thousands) Interest rate Settlement date Bank Syndicate RCF - September 2022 (1) € 407,000 € — € — Floating rate: EURIBOR / SOFR + margin depending on leverage ratio September 2027 For additional information regarding our RCF agreement, please refer to Note 10 - Financial Liabilities and Note 19 - Commitments.
Our loan and RCF agreements as of December 31, 2023 are presented in the table below: Nominal/ Authorized amounts (RCF Only) Amount drawn as of December 31, 2023 (RCF only) Amount Outstanding as of December 31, 2023 Nature (in thousands) Interest rate Settlement date Bank Syndicate RCF - September 2022 (1) € 407,000 € — € — Floating rate: EURIBOR / SOFR + margin depending on leverage ratio September 2027 For additional information regarding our RCF agreement, please refer to Note 11 - Financial Liabilities and Note 20 - Commitments.
We expect our capital expenditures to remain at, or slightly below, 4% of revenue for 2023, as we plan to continue to build, reshape and maintain additional data center equipment capacity in all regions and increase our investments supporting our new work from home policy as part of our office right sizing program.
We expect our capital expenditures to remain at, or slightly below, 5% of revenue for 2024, as we plan to continue to build, reshape and maintain additional data center equipment capacity in all regions and increase our investments supporting our new work from home policy as part of our office right sizing program.
In addition, the cash flows were also negatively impacted by $(44.1) million due to foreign exchange rates impact on our consolidated cash position in USD over the period. We do not enter into investments for trading or speculative purposes.
In addition, the cash flows were also negatively impacted by $(5.2) million due to foreign exchange rates impact on our consolidated cash position in USD over the period. We do not enter into investments for trading or speculative purposes.
Other than these repurchase programs, we intend to retain all available funds and any future earnings to fund our growth. Operating and Capital Expenditure Requirements In 2022, 2021 and 2020, our actual capital expenditures were $55.8 million, $53.0 million and $65.5 million respectively, primarily related to the acquisition of data center and server equipment, and internal IT systems.
Other than these repurchase programs, we intend to retain all available funds and any future earnings to fund our growth. Operating and Capital Expenditure Requirements In 2023, 2022 and 2021, our actual capital expenditures were $114.3 million, $55.8 million and $53.0 million, respectively, primarily related to the acquisition of data center and server equipment, and internal IT systems.
We are also party to short-term credit lines and overdraft facilities with HSBC Holdings plc, LCL and BNP Paribas. We are authorized to draw up to a maximum of €21.5 million ($22.9 million) in the aggregate under those short-term credit lines and overdraft facilities. As of December 31, 2022, we had not drawn on either of these facilities.
We are also party to short-term credit lines and overdraft facilities with HSBC Holdings plc, LCL and BNP Paribas. We are authorized to draw up to a maximum of €21.5 million ($23.8 million) in the aggregate under those short-term credit lines and overdraft facilities. As of December 31, 2023, we had not drawn on either of these facilities.
On August 1st, 2022 we entered into a definitive purchase agreement which resulted in the Iponweb acquisition for $(135.5) million of cash consideration paid. In 2021 we acquired all of the outstanding shares of Doobe In Site Ltd. ("Mabaya"), financed by available cash resources.
On March 2023, we acquired all of the outstanding shares of Brandcrush Pty Ltd. In 2022 we entered into a definitive purchase agreement which resulted in the Iponweb acquisition for $(135.5) million of cash consideration paid. In 2021 we acquired all of the outstanding shares of Doobe In Site Ltd. ("Mabaya"), financed by available cash resources.
This decrease was driven by negative retail trends, in particular with large customers across Marketing Solutions and by the impact of recognizing revenue on a net basis for clients transitioning to the Company's platform, partially offset by the continued strong performance of Retail Media, as the platform continues to scale with consumer brands and large retailers and growing network effects of the platform.
This reflects negative retail trends in Marketing Solutions and the impact of recognizing revenue on a net basis for clients transitioning to the Company's platform, partially offset by the continued strong performance of Retail Media, as the platform continues to scale with consumer brands and large retailers and growing network effects of the platform.
In 2 021, net cash used in financing activities was $80.1 million mainly resulting from the $25.2 million proceeds from stock-options exercises and the $100.0 million impact from our share repurchase program.
In 2 021, net cash used in financing activities was $80.1 million mainly resulting from the $25.2 million proceeds from stock-options exercises and the $100.0 million impact from our share repurchase program. C. Off-balance Sheet Arrangements.
The following table summarizes our key metrics for 2022, 2021 and 2020.
The following table summarizes our key metrics for 2023, 2022 and 2021.
The $(44.0) million decrease in cash resulting from changes in working capital primarily consisted of a $(33.3) million decrease in accounts payable, a $(5.8) million decrease due to changes in operating lease liabilities and right of use assets, a $(7.2) million increase in other current assets (including prepaid expenses and VAT receivables) and a $(4.0) million increase in accounts receivable partially offset by a $6.3 million increase in accrued expenses such as payroll and payroll related expenses and VAT payables. 87 Investing Activities Our investing activities to date have consisted primarily of purchases of servers and other data-center equipment and business acquisitions.
The $(41.6) million decrease in cash resulting from changes in working capital primarily consisted of a $(2.6) million decrease due to changes in operating lease liabilities and right of use assets, a $(19.7) million increase in other current assets (including prepaid expenses and VAT receivables) and a $(135.0) million increase in accounts receivable partially offset by a $33.6 million increase in accrued expenses such as payroll and payroll related expenses and VAT payables and $82.7 million increase in accounts payable. 75 Investing Activities Our investing activities to date have consisted primarily of purchases of servers and other data-center equipment and business acquisitions.
Please see above for a discussion of the limitations of Contribution ex-TAC and a reconciliation of Contribution ex-TAC to gross profit, the most comparable U.S.
Please see above for a discussion of the limitations of Contribution ex-TAC and a reconciliation of Contribution ex-TAC to gross profit, the most comparable U.S. GAAP measure, for 2022 and 2023.
Therefore, there is not necessarily a direct correlation between a change in clients in a particular period and an increase or decrease in our revenue over that same period. Contribution ex-TAC Contribution ex-TAC as a profitability measure akin to gross profit.
Therefore, there is not necessarily a direct correlation between a change in clients in a particular period and an increase or decrease in our revenue over that same period. 78 Contribution ex-TAC We define Contribution excluding Traffic Acquisition Costs, "Contribution ex-TAC", as a profitability measure akin to gross profit.
As a result, our revenue tends to be seasonal in nature, but the impact of this seasonality has, to date, been partly offset by our significant growth and geographic expansion. If the seasonal fluctuations become more pronounced, our operating cash flows could fluctuate materially from period to period. ___________________________________________________ 1 Excluding Criteo Retail Media. 93 F. Safe Harbor.
As a result, our revenue tends to be seasonal in nature, but the impact of this seasonality has, to date, been partly offset by our significant growth and geographic expansion. If the seasonal fluctuations become more pronounced, our operating cash flows could fluctuate materially from period to period.
Adjusted EBITDA is not a measure calculated in accordance with U.S. GAAP. Adjusted EBITDA is a key measure used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short-term and long-term operational plans.
Adjusted EBITDA 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.
Historical Cash Flows The following table sets forth our cash flows for 2022, 2021 and 2020 : Year Ended December 31, 2022 2021 2020 (in thousands) Cash flows provided by operating activities $ 255,985 $ 220,913 $ 185,356 Cash used in investing activities (166,119) (76,367) (101,093) Cash used for financing activities $ (113,044) $ (80,117) $ (57,747) Our cash and cash equivalents at December 31, 2022 were held for working capital and general corporate purposes, which could include acquisitions.
Historical Cash Flows The following table sets forth our cash flows for 2023, 2022 and 2021 : Year Ended December 31, 2023 2022 2021 (in thousands) Cash flows provided by operating activities $ 224,246 $ 255,985 $ 220,913 Cash used in investing activities (108,712) (166,119) (76,367) Cash used for financing activities $ (147,254) $ (113,044) $ (80,117) Our cash and cash equivalents at December 31, 2023 were held for working capital and general corporate purposes, which could include acquisitions.
Traffic acquisition costs in Retail Media decreased by 67% reflecting the technical and transitory impact related to the ongoing client migration due to the transitioning of our platform because we recognize revenue on a net basis in all arrangements running on the platform.
Traffic acquisition costs in Retail Media decreased by (67)% reflecting the technical and transitory impact related to the client migration of our platform, as we recognize revenue on a net basis.
In 2020, less than 5% of Retail Media revenue was accounted for on a net basis, and as a result of this transition to a full platform business, the growth of Retail Media revenue was temporarily impacted.
In 2022, close to 79% of Retail Media revenue was accounted for on a net basis, and as a result of this transition to a full platform business, the growth of Retail Media revenue was temporarily impacted.
At December 31, 2022, our exposure to foreign currency risk was centralized at Criteo S.A. and hedged using foreign currency swaps or forward purchases or sales of foreign currencies. 83 Foreign Currency Risk A 10% increase or decrease of the British pound, the euro, the Japanese yen or the Brazilian real against the U.S. dollar would have impacted the Consolidated Statements of Income including non-controlling interests as follows: Year Ended December 31, 2022 2021 2020 (in thousands) GBP/USD +10% -10% +10% -10% +10% -10% Net income impact $ (444) $ 444 $ (351) $ 351 $ 116 $ (116) Year Ended December 31, 2022 2021 2020 (in thousands) BRL/USD +10% -10% +10% -10% +10% -10% Net income impact $ (235) $ 235 $ (38) $ 38 $ (41) $ 41 Year Ended December 31, 2022 2021 2020 (in thousands) JPY/USD +10% -10% +10% -10% +10% -10% Net income impact $ 2,489 $ (2,489) $ 619 $ (619) $ 614 $ (614) Year Ended December 31, 2022 2021 2020 (in thousands) EUR/USD +10% -10% +10% -10% +10% -10% Net income impact $ (2,169) $ 2,169 $ 11,162 $ (11,162) $ 9,360 $ (9,360) Counterparty Risk As of December 31, 2022, we show a positive net cash position.
At December 31, 2023, our exposure to foreign currency risk was centralized at Criteo S.A. and hedged using foreign currency swaps or forward purchases or sales of foreign currencies. 71 Foreign Currency Risk A hypothetical 10% increase or decrease of the Pound Sterling, the Euro, the Japanese yen or the Brazilian real against the U.S. dollar would have impacted the Condensed Consolidated Statements of Income as follows: Year Ended December 31, 2023 2022 2021 (in thousands) GBP/USD +10% -10% +10% -10% +10% -10% Net income impact $ (86) $ 86 $ (444) $ 444 $ (351) $ 351 Year Ended December 31, 2023 2022 2021 (in thousands) BRL/USD +10% -10% +10% -10% +10% -10% Net income impact $ 220 $ (220) $ (235) $ 235 $ (38) $ 38 Year Ended December 31, 2023 2022 2021 (in thousands) JPY/USD +10% -10% +10% -10% +10% -10% Net income impact $ 408 $ (408) $ 2,489 $ (2,489) $ 619 $ (619) Year Ended December 31, 2023 2022 2021 (in thousands) EUR/USD +10% -10% +10% -10% +10% -10% Net income impact $ 156 $ (156) $ (2,169) $ 2,169 $ 11,162 $ (11,162) Counterparty Risk As of December 31, 2023, we show a positive net cash position.
GAAP measure, for 2021 and 2022. 91 Adjusted EBITDA Adjusted EBITDA represents our consolidated earnings before financial income (expense), income taxes, depreciation and amortization, adjusted to eliminate the impact of equity awards compensation expense, pension service costs, certain restructuring, integration and transformation costs, certain acquisition costs and a loss contingency related to a regulatory matter.
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.
At December 31, 2022, our exposure to foreign currency risk was centralized at Criteo S.A. and hedged using foreign currency swaps or forward purchases or sales of foreign currencies. 2021 Compared to 2020 Financial and Other Income for 2021 decreased by $(3.9) million, or (200)% compared to 2020.
At December 31, 2023, our exposure to foreign currency risk was centralized at Criteo S.A. and hedged using foreign currency swaps or forward purchases or sales of foreign currencies. 2022 Compared to 2021 Financial and Other Income for 2022 increased by $15.8 million, or 817% compared to 2021.
The $(41.6) million decrease in cash resulting from changes in working capital primarily consisted of a $(2.6) million decrease due to changes in operating lease liabilities and right of use assets, a $(19.7) million increase in other current assets (including prepaid expenses and VAT receivables) and a $(135.0) million increase in accounts receivable partially offset by a $33.6 million increase in accrued expenses such as payroll and payroll related expenses and VAT payables and $82.7 million increase in accounts payable.
The $66.2 million increase in cash resulting from changes in working capital primarily consisted of a $(0.7) million decrease due to changes in operating lease liabilities and right of use assets, a $(8.5) million increase in other current assets (including prepaid expenses and VAT receivables) and a $(56.3) million increase in accounts receivable partially offset by a $43.8 million increase in accrued expenses such as payroll and payroll related expenses and VAT payables and a $87.9 million increase in accounts payable.
The decrease in other cost of revenue includes a $10.2 million decrease in allocated depreciation and amortization expense and a $0.2 million in data acquisition costs, partially offset by $(3.3) million increase in hosting costs, $(1.3) million increase in other cost of sales mainly due to the digital tax and proceeds from disposal of datacenter equipments. 75 2021 Compared to 2020 Cost of revenue for 2021 increased $87.7 million, or 6%, compared to 2020.
The decrease in other cost of revenue includes a $10.2 million decrease in allocated depreciation and amortization expense and a $0.2 million in data acquisition costs, partially offset by $(3.3) million increase in hosting costs, $(1.3) million increase in other cost of sales mainly due to the digital tax and proceeds from disposal of data center equipments.
We believe estimates associated with (1) gross vs net assessment in revenue recognition,, (2) allowances for credit losses, (3) income taxes, including i) recognition of deferred tax assets arising from the subsidiaries projected taxable profit for future years, ii) evaluation of uncertain tax positions associated with our transfer pricing policy and iii) recognition of income tax position in respect with tax reforms recently enacted in countries we operate, (4) assumptions used in valuing acquired assets and assumed liabilities in business combinations, (5) assumptions used in the valuation of goodwill, intangible assets and right of use assets - operating lease, (6) assumptions used in the valuation model to determine the fair value of share-based compensation plan and (7) assumptions surrounding the recognition and valuation of contingent liabilities and losses, are critical as they are made based on assumptions about matters which are uncertain..
We believe estimates associated with (1) gross vs net assessment in revenue recognition, (2) income taxes, including i) recognition of deferred tax assets arising from the subsidiaries projected taxable profit for future years, ii) evaluation of uncertain tax positions associated with our transfer pricing policy and iii) recognition of income tax position in respect with tax reforms recently enacted in countries we operate, (3) assumptions used in valuing long-lived assets including intangible assets, and goodwill, and (4) assumptions surrounding the recognition and valuation of contingent liabilities and losses, are critical as they are made based on assumptions about matters which are uncertain.
Cost of Revenue Our cost of revenue primarily includes traffic acquisition costs and other cost of revenue. Traffic Acquisition Costs. Traffic acquisition costs consist primarily of purchases of impressions from publishers on a CPM basis, incurred to generate our revenues. We purchase impressions directly from publishers or third-party intermediaries, such as advertisement exchanges.
Traffic acquisition costs consist primarily of purchases of impressions from publishers on a CPM basis, incurred to generate our revenues, for the Marketing Solutions segment. We purchase impressions directly from publishers or third-party intermediaries, such as advertisement exchanges. We recognize cost of revenue on a publisher by publisher basis as incurred.
Financial and Other Income (Expense) Year Ended December 31, % change 2022 2021 2020 2022 vs 2021 2021 vs 2020 (in thousands, except percent of revenue) Financial and Other Income (Expense) $ 17,783 $ 1,939 $ (1,939) 817% (200)% % of revenue 0.9 % 0.1 % (0.1) % 2022 Compared to 2021 Financial and Other Income for 2022 increased by $15.8 million, or 817% compared to 2021.
Financial and Other Income (Expense) Year Ended December 31, % change 2023 2022 2021 2023 vs 2022 2022 vs 2021 (in thousands, except percent of revenue) Financial and Other Income (Expense) $ (2,490) $ 17,783 $ 1,939 (114)% 817% % of revenue (0.1) % 0.9 % 0.1 % 2023 Compared to 2022 Financial and Other Income for 2023 decreased by $(20.3) million, or (114)% compared to 2022.
In 2022, net cash flows provided by operating activities were $256.0 million and consisted of net income of $10.9 million, $185.0 million in adjustments for non-cash and non-operating items and $60.1 million of cash flows from working capital.
The increase in accounts receivable and in accounts payable is mainly due to seasonality. In 2022, net cash flows provided by operating activities were $256.0 million and consisted of net income of $10.9 million, $185.0 million in adjustments for noncash and non-operating items and $60.1 million of cash flows from working capital.
Our revenue in the EMEA region decreased $(137.5) million, or (16)% (or (6)% on a constant currency basis) to $706.9 million for 2022 compared to 2021.
Our revenue in the EMEA region decreased $(34.3) million, or (5)% (or (9%) on a constant currency basis) to $672.6 million for 2023 compared to 2022.
If future taxable profits are considerably different from those forecasted that support recording deferred tax assets, we will have to revise downwards or upwards the amount of the deferred tax assets, which could have a significant impact on our financial results. This determination requires many estimates and judgments by our management for which the ultimate tax determination may be uncertain.
If future taxable profits are considerably different from those forecasted that support recording deferred tax assets, we will have to revise downwards or upwards the amount of the deferred tax assets, which could have a significant impact on our financial results.
These tax liabilities are recognized when we believe that certain positions may not be fully sustained upon review by tax authorities, notwithstanding our belief that our tax return positions are supportable.
We recognize tax liabilities based on estimates of whether additional taxes will be due. These tax liabilities are recognized when we believe that certain positions may not be fully sustained upon review by tax authorities, notwithstanding our belief that our tax return positions are supportable.
Because of these and other limitations, you should consider Adjusted EBITDA alongside our U.S. GAAP financial results, including net income.
Because of these and other limitations, you should consider Adjusted EBITDA alongside our U.S.
Cash provided by operating activities has typically been generated from net income and by changes in our operating assets and liabilities, particularly in the areas of accounts receivable and accounts payable and accrued expenses, adjusted for certain non-cash and non-operating expense items such as depreciation, amortization, equity awards compensation, deferred tax assets and income taxes.
Operating Activities Cash provided by operating activities is primarily impacted by the increase in the number of clients using our solution and by the amount of cash we invest in personnel to support the anticipated growth of our business. 74 Cash provided by operating activities has typically been generated from net income and by changes in our operating assets and liabilities, particularly in the areas of accounts receivable and accounts payable and accrued expenses, adjusted for certain non-cash and non-operating expense items such as depreciation, amortization, equity awards compensation, deferred tax assets and income taxes.
Sales and Operations Expenses Year Ended December 31, % change 2022 2021 2020 2022 vs 2021 2021 vs 2020 (in thousands, except percent of revenue) Sales and operations expenses $ (377,996) $ (325,616) $ (330,285) 16% (1)% % of revenue (19) % (14) % (16) % 2022 Compared to 2021 Sales and operations expenses for 2022 increased $52.4 million, or 16%, compared to 2021.
Sales and Operations Expenses Year Ended December 31, % change 2023 2022 2021 2023 vs 2022 2022 vs 2021 (in thousands, except percent of revenue) Sales and operations expenses $ (406,012) $ (377,996) $ (325,616) 7% 16% % of revenue (21) % (19) % (14) % 2023 Compared to 2022 Sales and operations expenses for 2023 increased $28.0 million, or 7%, compared to 2022.
Our policy is to invest any cash in excess of our immediate requirements in investments designed to preserve the principal balance and provide liquidity.
Our policy is to invest any cash in excess of our immediate requirements in investments designed to preserve the principal balance and provide liquidity. Accordingly, our cash and cash equivalents are invested primarily in demand deposit accounts and term deposit accounts.
Refer to Note 1. Principles and Accounting Methods for a detailed description of our accounting policies. 82 B. Liquidity and Capital Resources. Market Risk We are mainly exposed to changes of foreign currency exchange rate fluctuations. The functional currency of the Company is the euro, while our reporting currency is the U.S. dollar.
Liquidity and Capital Resources. Market Risk We are mainly exposed to changes of foreign currency exchange rate fluctuations. The functional currency of the Company is the euro, while our reporting currency is the U.S. dollar.
Criteo's platform accounted for a fast-growing share of Retail Media revenue, or about 50% for the year ended December 31, 2021, and its revenue is accounted for on a net basis.
Criteo's platform accounted for most of Retail Media revenue for the year ended December 31, 2023, and its revenue is accounted for on a net basis.
Our Adjusted EBITDA for 2022 was $267.3 million, a (17)% decrease over 2021. Our decrease in Adjusted EBITDA for 2022 compared to 2021 was primarily the result of the 1% increase in Contribution ex-TAC over the period, partly offset by a 11% increase in our Non-GAAP operating expenses. This drove a 29% adjusted EBITDA margin in 2022.
Adjusted EBITDA Our Adjusted EBITDA for 2023 was $301.8 million, a 13% increase over 2022. Our increase in Adjusted EBITDA for 2023 compared to 2022 was primarily the result of the 10% increase in Contribution ex-TAC over the period, partly offset by a 5% increase in our Non-GAAP operating expenses. This drove a 30% adjusted EBITDA margin in 2023.
Additionally, $2,017 million of revenue for 2022 was negatively impacted by $147.6 million of currency fluctuations, particularly as a result of the depreciation of the Euro, the Japanese Yen and the British pound sterling compared to the U.S. dollar. 73 2021 Compared to 2020 Our revenue in the Americas region increased $22.0 million, or 2% (or 3% on a constant currency basis) to $916.8 million for 2021 compared to 2020.
Additionally, $2,017 million of revenue for 2022 was negatively impacted by $147.6 million of currency fluctuations, particularly as a result of the depreciation of the Euro, the Japanese Yen and the British pound sterling compared to the U.S. dollar.
At December 31, 2021, our exposure to foreign currency risk was centralized at Criteo S.A. and hedged using foreign currency swaps, forward purchases or sales of foreign currencies. 79 Provision for Income Taxes Year Ended December 31, % change 2022 2021 2020 2022 vs 2021 2021 vs 2020 (in thousands, except percent information) Provision for income tax expense (benefit) $ 31,186 $ 16,169 $ 32,197 93% (50)% % of revenue 2 % 1 % 2 % Effective tax rate 74.1 % 10.5 % 30.1 % 2022 Compared to 2021 The provision for income taxes for 2022 increased by $15.0 million, or 93%, compared to 2021.
At December 31, 2022, our exposure to foreign currency risk was centralized at Criteo S.A. and hedged using foreign currency swaps or forward purchases or sales of foreign currencies. 67 Provision for Income Taxes Year Ended December 31, % change 2023 2022 2021 2023 vs 2022 2022 vs 2021 (in thousands, except percent information) Provision for income tax expense (benefit) $ 20,084 $ 31,186 $ 16,169 (36)% 93% % of revenue 1 % 2 % 1 % Effective tax rate 26.9 % 74.1 % 10.5 % 2023 Compared to 2022 The provision for income taxes for 2023 decreased by $(11.1) million, or (36)%, compared to 2022, due to the non deductible loss contingency related to the CNIL matter as described in Note 20.
We believe this criteria best identifies clients who actively use our set of solutions. We count specific brands or divisions within the same business as distinct clients so long as those entities have separately signed insertion orders with us.
We count specific brands or divisions within the same business as distinct clients so long as those entities have separately signed insertion orders with us.
(see Note 2) 85 Share buy-back programs In December 2021, we completed a $100 million share repurchase program. In 2022, we completed an additional $136 million share repurchase. All above programs have been implemented under our multi-year authorization granted by Board of Directors. On December 7, 2022, this authorization was extended to a total amount of $480 million.
In 2022, we completed an additional $136 million share repurchase, and in 2023, we completed an additional $125 million share repurchase program. 73 All above programs have been implemented under our multi-year authorization granted by Board of Directors. On February 1, 2024, this authorization was extended to a total amount of $630 million.
Retail Media revenue decreased (7)% (or (8)% on a constant currency basis) to $246.9 million for 2021, as the strong performance with large retailers across the U.S. and EMEA was more than offset by the technical and transitory impact related to the ongoing client migration to the Company's platform.
Retail Media revenue increased 3% (or 3% on a constant currency basis) to $209.0 million for 2023, reflecting the strong performance with large retailers across the U.S. and EMEA, partially offset by the technical and transitory impact related to the client migration to the Company's platform.
We believe that our ability to increase our number of clients is a leading indicator of our ability to grow revenue over time. We expect to continue to focus our attention and investment on further growing our client base across all regions, client categories and verticals, with continued strong focus on ecommerce.
We expect to continue to focus our attention and investment on further growing our client base across all regions, client categories and verticals, with continued strong focus on ecommerce. 79 Client Retention We believe our ability to retain and grow revenue from our existing clients is a useful indicator of the stability of our revenue base and the long-term value of our client relationships.
In 2020, net cash flows provided by operating activities were $185.4 million and consisted of net income of $74.7 million, $154.6 million in adjustments for non-cash and non-operating items and $(44.0) million of cash flows from working capital.
In 2023, net cash flows provided by operating activities were $224.2 million and consisted of net income of $54.6 million, $103.4 million in adjustments for non-cash and non-operating items and $66.2 million of cash flows from working capital.
The annual effective tax rates differs from the statutory rates primarily due to the impact of the domestic tax deduction applicable to technology royalty income we received from our subsidiaries, differences in tax rates in foreign jurisdictions, tax loss carryforwards in certain foreign subsidiaries, non-recognition of deferred tax assets related to tax losses and temporary differences, recognition of previously unrecognized tax losses and equity awards compensation expense.
The annual effective tax rate differs from the statutory rates primarily due to the impact of the domestic tax deduction applicable to technology royalty income we received from our subsidiaries, differences in tax rates in foreign jurisdictions, tax loss carryforwards in certain foreign subsidiaries, non-recognition of deferred tax assets related to tax losses and temporary differences, recognition of previously unrecognized tax losses and equity awards compensation expense. 68 In 2022, our income before taxes decreased by $111.8 million to $42.1 million, compared to 2021, generating a $10.9 million theoretical income tax expense at a nominal standard French tax rate of 25.82%.
We license access to our technology to our subsidiaries and charge a royalty fee to these subsidiaries for such access. In France, we benefit from a reduced tax rate of 10% on a large portion of this technology royalty income. (See Note 17). Critical Accounting Policies and Estimates Our consolidated financial statements are prepared in accordance with U.S. GAAP.
We license access to our technology to our subsidiaries and charge a royalty fee to these subsidiaries for such access. In France, we benefit from a reduced tax rate of 10% on a large portion of this technology royalty income.
Overview We are a global technology company driving superior commerce outcomes for marketers and media owners through the world’s leading Commerce Media Platform. We operate in commerce media, the future of digital advertising, leveraging commerce data and artificial intelligence ("AI") to connect ecommerce, digital marketing and media monetization to reach consumers throughout their shopping journey.
We operate in commerce media, the future of digital advertising, leveraging commerce data and artificial intelligence ("AI") to connect ecommerce, digital marketing and media monetization to reach consumers throughout their shopping journey.
The $(67.3) million decrease in cash and cash equivalents compared with December 31, 2021 primarily resulted from an increase of $256.0 million in cash from operating activities partially offset by a decrease of $(166.1) million in cash used for investing activities and a decrease of $(113.0) million in cash used for financing activities.
The $(36.9) million decrease in cash and cash equivalents compared with December 31, 2022 primarily resulted from a decrease of $(31.7) million in cash from operating activities and a $57.4 million decrease in cash used for investing activities, partially offset by an increase of $34.2 million in cash used for financing activities.
For a discussion of the trends we expect to see in traffic acquisition costs, see the section entitled " - Highlights and Trends - Contribution ex-TAC" in Item 7.D - Trend Information below. Other Cost of Revenue.
Costs owed to publishers but not yet paid are recorded in our Consolidated Statements of Financial Position as trade payables. For a discussion of the trends we expect to see in traffic acquisition costs, see the section entitled " - Highlights and Trends - Contribution ex-TAC" in Item 7.E -Trend Information below. Other Cost of Revenue.
This increase was driven by continued positive retail trends, in particular with large clients across Marketing Solutions, and continued strong performance of Retail Media, as the Company's platform continues to scale with consumer brands and large retailers, partially offset by the impact of recognizing revenue on a net basis for clients transitioning to the platform.
This decrease was driven by negative retail trends, in particular with large customers across Marketing Solutions and by the impact of recognizing revenue on a net basis for clients transitioning to the Company's platform, partially offset by the continued strong performance of Retail Media, as the platform continues to scale with consumer brands and large retailers and growing network effects of the platform. 62 Our revenue in the EMEA region decreased $(137.5) million, or (16)% (or (6)% on a constant currency basis) to $706.9 million for 2022 compared to 2021.
In 2022, our income before taxes decreased by $111.8 million to $42.1 million, compared to 2021, generating a $10.9 million theoretical income tax expense at a nominal standard French tax rate of 25.82%.
In 2023, our income before taxes increased by $32.7 million to $74.7 million, compared to 2022, generating a $19.3 million theoretical income tax expense at a nominal standard French tax rate of 25.82%.
Below is a table which reconciles the actual results presented in this section with the results presented on a constant currency basis: Year Ended December 31, % change 2022 2021 2020 2022 vs 2021 2021 vs 2020 (in thousands) Revenue as reported $ 2,017,003 $ 2,254,235 $ 2,072,617 (11)% 9% Conversion impact U.S. dollar/other currencies 147,636 (19,713) 3,239 Revenue at constant currency $ 2,164,639 $ 2,234,522 $ 2,075,856 (4)% 8% Traffic acquisition costs as reported $ (1,088,779) $ (1,333,440) $ (1,247,571) (18)% 7% Conversion impact U.S. dollar/other currencies (63,434) 12,263 (1,605) Traffic acquisition cost at constant currency $ (1,152,213) $ (1,321,177) $ (1,249,176) (14)% 6% Contribution ex-TAC as reported $ 928,224 $ 920,795 $ 825,046 1% 12% Conversion impact U.S. dollar/other currencies 84,202 (7,450) 1,634 Contribution ex-TAC at constant currency $ 1,012,426 $ 913,345 $ 826,680 10% 11% Other cost of revenue as reported $ (133,024) $ (138,851) $ (137,028) (4)% 1% Gross profit as reported $ 795,200 $ 781,944 $ 688,018 2% 14% 77 Research and Development Expenses Year Ended December 31, % change 2022 2021 2020 2022 vs 2021 2021 vs 2020 (in thousands, except percent of revenue) Research and development expenses $ (187,596) $ (151,817) $ (132,513) 24% 15% % of revenue (9) % (7) % (6) % 2022 Compared to 2021 Research and development expenses for 2022 increased $35.8 million, or 24%, compared to 2021.
Constant Currency Reconciliation Year Ended December 31, % change 2023 2022 2021 2023 vs 2022 2022 vs 2021 (in thousands) Revenue as reported $ 1,949,445 $ 2,017,003 $ 2,254,235 (3) % (11) % Conversion impact U.S. dollar/other currencies 8,927 147,636 (19,713) Revenue at constant currency $ 1,958,372 $ 2,164,639 $ 2,234,522 (3) % (4) % Traffic acquisition costs as reported $ (926,839) $ (1,088,779) $ (1,333,440) (15) % (18) % Conversion impact U.S. dollar/other currencies (5,815) (63,434) 12,263 Traffic acquisition cost at constant currency $ (932,654) $ (1,152,213) $ (1,321,177) (14) % (14) % Contribution ex-TAC as reported $ 1,022,606 $ 928,224 $ 920,795 10 % 1 % Conversion impact U.S. dollar/other currencies 3,112 84,202 (7,450) Contribution ex-TAC at constant currency $ 1,025,718 $ 1,012,426 $ 913,345 11 % 10 % Other cost of revenue as reported $ (159,562) $ (133,024) $ (138,851) 20 % (4) % Gross profit as reported $ 863,044 $ 795,200 $ 781,944 9 % 2 % 65 Research and Development Expenses Year Ended December 31, % change 2023 2022 2021 2023 vs 2022 2022 vs 2021 (in thousands, except percent of revenue) Research and development expenses $ (242,289) $ (187,596) $ (151,817) 29% 24% % of revenue (12) % (9) % (7) % 2023 Compared to 2022 Research and development expenses for 2023 increased $54.7 million, or 29%, compared to 2022.
This increase mainly related to an increase in headcount-related expenses and the amortization of Iponweb acquisition-related intangible assets. 2021 Compared to 2020 Research and development expenses for 2021 increased $19.3 million, or 15%, compared to 2020. This increase mainly related to an increase in headcount-related expenses driven by the negative impact of our increasing stock price.
This increase mainly related to an increase in stock based compensation related to Iponweb acquisition, amortization of Iponweb acquisition-related intangible assets and the headcount-related expenses 2022 Compared to 2021 Research and development expenses for 2022 increased $35.8 million, or 24%, compared to 2021.
This increase was primarily the result of a $85.9 million, or 7% increase in traffic acquisition costs (or 6% on a constant currency basis), and by a $1.8 million, or 1% (or 2% on a constant currency basis), increase in other cost of revenue.
This decrease was primarily the result of a $(161.9) million, or (15)% decrease in traffic acquisition costs (or (14)% on a constant currency basis), partially offset by a $(26.5) million, or 20% increase in other cost of revenue.
($5.7 million, $5.7 million and $13.3 million, respectively), Criteo Brazil ($3.3 million, $2.7 million and $2.8 million, respectively), Criteo Ltd ($8.1 million, $7.6 million and $7.4 million, respectively), Criteo China ($1.1 million, $3.3 million and $3.3 million, respectively), Criteo Singapore ($1.5 million, $4.2 million and $3.3 million), Criteo Pty ($2.6 million, $2.7 million and $2.8 million) and Criteo France ($6.5 million, $6.2 million and $1.0 million, respectively). 2021 Compared to 2020 The provision for income taxes for 2021 decreased by $(16.0) million, or (50)%, compared to 2020.
($5.7 million, $5.7 million and $13.3 million, respectively), Criteo Brazil ($3.3 million, $2.7 million and $2.8 million, respectively), Criteo Ltd ($8.1 million, $7.6 million and $7.4 million, respectively), Criteo China ($1.1 million, $3.3 million and $3.3 million, respectively), Criteo Singapore ($1.5 million, $4.2 million and $3.3 million), Criteo Pty ($2.6 million, $2.7 million and $2.8 million) and Criteo France ($6.5 million, $6.2 million and $1.0 million, respectively).
Our cash, and cash equivalents at December 31, 2022 were held for working capital and general corporate purposes, which could include acquisitions, and amounted to $348.2 million as of December 31, 2022.
Our banks have the ability to terminate such facilities on short notice. Our cash and cash equivalents and restricted cash at December 31, 2023 were held for working capital and general corporate purposes, which could include acquisitions, and amounted to $411.3 million as of December 31, 2023.
In the digital Retail industry and the consumer brand verticals in particular, many businesses devote the largest portion of their advertising spend to the fourth quarter of the calendar year, to coincide with increased holiday spending by consumers. With respect to Criteo Retail Media, the concentration of advertising spend in the fourth quarter of the calendar year is particularly pronounced.
Seasonality Our client base consists primarily of businesses in the digital Retail, Travel and Classifieds industries, which we define as commerce clients. In the digital Retail industry and the consumer brand verticals in particular, many businesses devote the largest portion of their advertising spend to the fourth quarter of the calendar year, to coincide with increased holiday spending by consumers.
Financial and Other Income (Expense) Financial and Other Income (Expense) primarily consists of: • Positive impact of foreign exchange derivatives entered-into to secure the cash consideration of the Iponweb acquisition • Exchange differences arising on the settlement or translation into local currency of monetary balance sheet items labeled in euros (the Company's functional currency).
Financial and Other Income (Expense) Financial and Other Income (Expense) primarily consists of: • Exchange differences arising on the settlement or translation into local currency of monetary balance sheet items labeled in euros (the Company's functional currency). At December 31, 2023, our exposure to foreign currency risk was centralized at parent company level and hedged.
The assessment of whether we are considered the principal or the agent in a transaction could impact our revenue and cost of revenue recognized on the consolidated statements of income.
The assessment of whether we are considered the principal or the agent in a transaction could impact our revenue and cost of revenue recognized in the consolidated statements of income. For additional information regarding revenue and the assumptions used for determining our revenue recognition refer to Note 1. Principles and Accounting Methods of our financial statements.
The quarterly results of operations have been prepared by, and are the responsibility of, our management and have not been audited or reviewed by our independent registered public accounting firm. You should read this information together with our audited consolidated financial statements and related notes beginning on page F-1.
The quarterly results of operations have been prepared by, and are the responsibility of, our management and have not been audited or reviewed by our independent registered public accounting firm.
We have never declared or paid any cash dividends on our ordinary shares. We do not anticipate paying cash dividends on our equity securities in the foreseeable future. We are party to a loan agreement and several RCFs with third-party financial institutions.
Sources of Liquidity Our principal sources of liquidity are our cash and cash equivalents and cash generated from operations. We have never declared or paid any cash dividends on our ordinary shares. We do not anticipate paying cash dividends on our equity securities in the foreseeable future.
This increase was mainly related to the loss contingency related to the CNIL matter as described in Note 19 and an increase in headcount-related costs. 2021 Compared to 2020 General and administrative expenses for 2021 increased $36.2 million, or 31%, compared to 2020.
This increase was mainly related to the loss contingency related to the CNIL matter as described in Note 20 and an increase in headcount-related costs.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeItem 7A. Quantitative and Qualitative Disclosures About Market Risk We are mainly exposed to changes of foreign currency exchange rate fluctuations. For a description of our foreign exchange risk and a sensitivity analysis of the impact of foreign currency exchange rates on our net income, please see "Item 7.
Biggest changeItem 7A. Quantitative and Qualitative Disclosures About Market Risk 80 We are mainly exposed to changes of foreign currency exchange rate fluctuations. For a description of our foreign exchange risk and a sensitivity analysis of the impact of foreign currency exchange rates on our net income, please see "Item 7.

Other CRTO 10-K year-over-year comparisons