10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

for the Fiscal Year Ended December 31, 2019

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

for the transition period from                    to                  

Commission file number: 001-36153

Criteo S.A.
(Exact name of registrant as specified in its charter)

France	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

32, rue Blanche, 75009 Paris—France
(Address of principal executive offices including zip code)

Registrant's telephone number, including area code: +33 1 40 40 22 90

          Securities registered pursuant to Section 12(b) of the Act:

(Title of class)		(Trading Symbol(s))	(Name of exchange on which registered)
American Depositary Shares, each representing one ordinary share, nominal value €0.025 per share		CRTO	Nasdaq Global Select Market
Ordinary shares, nominal value €0.025 per share	*		Nasdaq Global Select Market	*

*    Not for trading, but only in connection with the registration of the American Depositary Shares.

          Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x    No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐   No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x    No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  x    No 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	☒	Accelerated Filer	☐
Non-accelerated Filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐    No ☒

          The aggregate market value of voting stock held by non-affiliates of the registrant as of the last business day of the registrant's most recently completed second fiscal quarter was $1.1 billion, based on the closing sale price of the American Depositary Shares as reported by the Nasdaq Global Select Market on June 30, 2019. Ordinary shares, nominal value €0.025 per share, held by each officer and director and by each person who owns or may be deemed to own 10% or more of the outstanding ordinary shares have been excluded since such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

          As of January 31, 2020, the registrant had 61,920,758 ordinary shares, nominal value €0.025 per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Part III incorporates certain information by reference from the registrant’s proxy statement for the 2020 Annual Meeting of Shareholders. Such proxy statement will be filed no later than 120 days after the close of the registrant’s fiscal year ended December 31, 2019. 

CRITEO S.A.
ANNUAL REPORT ON FORM 10-K
For The Fiscal Year Ended December 31, 2019

TABLE OF CONTENTS

PART I
Item 1	Business	1
Item 1A	Risk Factors	23
Item 1B	Unresolved Staff Comments	57
Item 2	Properties	58
Item 3	Legal Proceedings	58
Item 4	Mine Safety Disclosures	58
PART II
Item 5	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	59
Item 6	Selected Financial Data	66
Item 7	Management's Discussion and Analysis of Financial Condition and Results of Operations	72
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	105
Item 8	Financial Statements and Supplementary Data	105
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	106
Item 9A	Controls and Procedures	106
Item 9B	Other Information	107
PART III
Item 10	Directors, Executive Officers and Corporate Governance	108
Item 11	Executive Compensation	108
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	108
Item 13	Certain Relationships and Related Transactions, and Director Independence	108
Item 14	Principal Accounting Fees and Services	108
PART IV
Item 15	Exhibits and Financial Statement Schedules	109
Item 16	Form 10-K Summary	111

General

Except where the context otherwise requires, all references in this Annual Report on Form 10-K ("Form 10-K") to the "Company," "Criteo," "we," "us," "our" or similar words or phrases are to Criteo S.A. and its subsidiaries, taken together. In this Form 10-K, references to "$" and "US$" are to United States dollars. Our audited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP. Unless otherwise indicated, the statistical and financial data contained in this Form 10-K are presented as of December 31, 2019.

Trademarks

"Criteo," the Criteo logo and other trademarks or service marks of Criteo S.A. appearing in this Form 10-K are the property of Criteo S.A. Trade names, trademarks and service marks of other companies appearing in this Form 10-K are the property of their respective holders.

Special Note Regarding Forward-Looking Statements

This Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are based on our management’s beliefs and assumptions and on information currently available to our management. All statements other than present and historical facts and conditions contained in this Form 10-K, including statements regarding our future results of operations and financial position, business strategy, plans and our objectives for future operations, are forward-looking statements. When used in this Form 10-K, the words "anticipate," "believe," "can," "could," "estimate," "expect," "intend," "is designed to," "may," "might," "plan," "potential," "predict," "objective," "should," or the negative of these and similar expressions identify forward-looking statements. Forward-looking statements include, but are not limited to, statements about:

• the ability of the Criteo Artificial Intelligence (AI) Engine to accurately predict engagement by a user;

• our ability to predict and adapt to changes in widely adopted industry platforms and other new technologies;

• our ability to continue to collect and utilize data about user behavior and interaction with advertisers;

• our ability to acquire an adequate supply of advertising inventory from publishers on terms that are favorable to us;

• our ability to meet the challenges of a growing and international company in a rapidly developing and changing industry, including our ability to forecast accurately;

• our ability to maintain an adequate rate of revenue growth and sustain profitability;

• our ability to manage our international operations and expansion and the integration of our acquisitions;

• the effects of increased competition in our market;

• our ability to adapt to regulatory, legislative or self-regulatory developments regarding internet privacy matters;

• our ability to protect users’ information and adequately address privacy concerns;

• our ability to enhance our brand;

• our ability to enter new marketing channels and new geographies;

• our ability to effectively scale our technology platform;

• our ability to attract and retain qualified employees and key personnel;

• our ability to maintain, protect and enhance our brand and intellectual property; and

• failures in our systems or infrastructure.

You should refer to Item 1A "Risk Factors" of this Form 10-K for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. As a result of these factors, we cannot assure you that the forward-looking statements in this Form 10-K will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame or at all. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

You should read this Form 10-K and the documents that we reference in this Form 10-K and have filed as exhibits to this Form 10-K completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

 This Form 10-K contains market data and industry forecasts that were obtained from industry publications. These data and forecasts involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such information. We have not independently verified any third-party information. While we believe the market position, market opportunity and market size information included in this Form 10-K is generally reliable, such information is inherently imprecise.

PART I

Item 1.    Business

History and Development of the Company

Criteo S.A. was initially incorporated as a société par actions simplifiée, or S.A.S., under the laws of the French Republic on November 3, 2005, for a period of 99 years and subsequently converted to a société anonyme, or S.A. We are registered at the Paris Commerce and Companies Register under the number 484 786 249. Our agent for service of process in the United States is National Registered Agents, Inc. We began selling elements of our offering in France in 2007 and have since expanded our business into other countries in Western Europe. In 2009, we expanded our business into North America and entered the Asia-Pacific region in late 2010. In 2016, we acquired HookLogic, Inc. ("HookLogic"), a New York-based company operating a performance marketing exchange connecting consumer brands with retail ecommerce sites via sponsored product ads.

Business Overview

We are a global technology company powering the world's marketers with trusted and impactful advertising. We strive to deliver measurable business results at scale across multiple marketing goals for retailers and brands, through our self-service Criteo Platform. Using shopping data, artificial intelligence ("AI") technology and extensive consumer reach, we help marketers drive Awareness, Consideration and Conversion for their products and services¹, and help retailers generate advertising revenues from consumer brands. Our data is pooled among our clients and offers deep insights into consumer intent and purchasing habits. To drive trusted and impactful advertising for marketers, we activate our data assets in a privacy-by-design way through proprietary AI technology to engage consumers in real time by designing, pricing and delivering highly relevant digital advertisements ("ads") across devices and environments. We price our offering on a range of pricing models and measure our value based on clear, well-defined performance metrics, making our impact on the business of our clients both transparent and easy to measure.

Our mission is to power the world's marketers, brands, retailers, publishers, content creators and agencies with trusted and impactful advertising. We enable our clients to address multiple goals across the marketing funnel through the Criteo Platform. Our vision is to build the leading advertising platform for the open Internet.

Over the past 14 years, we have established our market position by focusing on three pillars: actionable commerce data, predictive technology to activate data for multiple marketing goals, and large consumer reach. While continuously improving our technology and broadening our reach, we leverage and strengthen Criteo Shopper Graph, a highly differentiated group of data collectives built through collaboration and data pooling within our open ecosystem of commerce and consumer brand clients. With Criteo Shopper Graph, we are building one of the world's biggest and most open data sets focused on shoppers, retailers and brands.

Our clients include some of the largest and most sophisticated commerce companies in the world, along with world-class consumer brands. We partner with them to capture user activity on their websites and mobile applications ("apps"), which we define as digital properties, and optimize the performance of their ads based on that activity and other data. Demonstrating the depth and scale of our data, we collected data on $900 billion in online sales transactions² on our clients' digital properties in the year ended December 31, 2019. Based on this data and other assets, we delivered targeted ads that generated over 11 billion clicks² in the year ended December 31, 2019. As of December 31, 2019, we served more than 20,000 clients and, in each of the last three years, our average client retention rate, as measured on a quarterly basis, was approximately 90%.

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¹ Driving Awareness for an advertiser means exposing its brand name to consumers who have not been in touch with the advertiser before, thereby creating brand awareness from such consumers. Driving Consideration for an advertiser's products or services means attracting prospective new consumers to consider engaging with and/or buying this advertiser's products or services. Driving Conversion for an advertiser's products or services means triggering a purchase by consumers who have already engaged with this advertiser's products or services in the past.

² Excluding Criteo Retail Media and the business acquired from Manage.com Group, Inc.

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Each day, we are presented with billions of opportunities to connect consumers with relevant advertising messages from our commerce and consumer brand clients. For each of these opportunities, our algorithms analyze massive volumes of shopping data to predict consumer preferences and intent, and deliver specific messaging for products or services that are likely to engage that particular consumer. The accuracy of our algorithms improves with every ad we deliver, as they incorporate new data while continuing to learn from prior interactions.

Historically, the Criteo model had focused solely on converting our clients' website visitors into customers, enabling us to charge our clients only when users engage with an ad we deliver, usually by clicking on it. This pay-for-performance pricing model clearly links the cost of an advertising campaign to its effectiveness in driving conversions, and has long been valued as such by our clients. More recently, we have expanded our solutions to address a broader range of marketing and monetization goals for our clients. Doing so, we also expanded our pricing models and now include a combination of cost-per-impression and cost-per-install for selected new solutions, in addition to cost-per-click, as well as a transactional-Software as a Service, or SaaS, pricing model for large retailers using our technology platform as part of a fast-growing share of our Criteo Retail Media offering. In the future, we intend to continue to evolve the pricing models of our solutions, including to provide additional transparency to marketers.

As commerce companies and consumer brands have embraced our offerings, we have achieved significant growth since our inception and are now operating in 103 countries.

Our financial results include:

• Revenue of $2,296.7 million, $2,300.3 million and 2,261.5 million for the years ended December 31, 2017, 2018 and 2019, respectively;

• Revenue excluding Traffic Acquisition Costs, or Revenue ex-TAC, which is a non-U.S. GAAP financial measure, of $941.1 million, $966.0 million and $946.6 million for the years ended December 31, 2017, 2018 and 2019, respectively;

• Net income of $96.7 million, $95.9 million and $96.0 million for the years ended December 31, 2017, 2018 and 2019, respectively; and

• Adjusted EBITDA, which is a non-U.S. GAAP financial measure, of $309.6 million, $321.1 million and $299.0 million for the years ended December 31, 2017, 2018 and 2019, respectively.

Please see footnotes 3, 4 and 5 to the "Other Financial and Operating Data" table in "Item 6. Selected Financial Data" in this Form 10-K for a reconciliation of revenue to Revenue ex-TAC, net income to Adjusted EBITDA and net income to Adjusted Net Income, respectively, in each case the most directly comparable financial measures calculated and presented in accordance with accounting principles generally accepted in the United States or "U.S. GAAP".

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¹ Excluding Criteo Retail Media and the business acquired from Manage.com Group, Inc.

² Uncapped budgets represent clients' advertising budgets with us that have either no contractual financial cap or that are so large that the budget constraint does not restrict our ability to purchase inventory on those clients' behalf.

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The Criteo Platform

Our offering, the Criteo Platform, is powered by AI technology and aims to cover the entire marketing funnel (Awareness, Consideration, Conversion). Our technology is optimized to drive trusted and impactful business results for advertisers across multiple marketing goals. We address a wide range of advertising objectives for our commerce and consumer brand clients, including, for example, consumer visits to a client website, installations of a mobile app, product sales and monetization of retailers' inventory with brands. We deliver these measurable business outcomes by efficiently and effectively driving engagement for our clients' brand, shops, app property, products and services, and generating advertising revenue for retailers by monetizing their data and audiences with consumer brands.

The Criteo Platform works seamlessly across digital devices (desktops, laptops, smartphones and tablets), commerce and advertising environments (web, mobile apps and physical retail stores), platforms and operating systems, advertising channels (Display Advertising, including social and native, video, and ads on retailers' properties) and publisher environments (thousands of direct publishers and mobile app developers in the open Internet, all major real-time bidding exchanges including Alphabet Inc.'s "Google Ad Manager", as well as Facebook, Inc. ("Facebook")).

The Criteo platform is currently available as a unique and comprehensive offering and cannot be broken down and purchased as separate services, except for individual advertising solutions and campaigns. In the future, we may look at unbundling components of the Criteo Platform and making individual elements available to some of our clients.

The Criteo Platform is comprised of:

• Criteo Shopper Graph

• Criteo AI Engine

• Criteo Management Center

• Criteo Solutions

In addition, the Criteo Platform leverages the extensive scale and user reach of our Publisher Network across both the open Internet and some closed publisher environments.

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Criteo Shopper Graph

Our data assets include all insights derived from our clients' proprietary commerce data, such as transaction activity on their digital properties, representing $900 billion in online sales on a combined basis in 2019¹, representing approximately 40% of the global ecommerce and digital travel markets excluding China².

Through integration with all of our clients' digital properties, we obtain large volumes of browsing behavior data, expressed consumer shopping intent and engagement, and transactional data at individual product user levels.

Using a range of cookie- and non-cookie based technologies, we collect information about the interactions of consumers with our clients' and publishers' digital properties. Our clients grant us access to their valuable data through direct integration with us, which requires our clients to place Criteo software code throughout their digital properties. The information we collect does not enable us to personally identify any particular consumer.

Access to high quality data assets fuels the accuracy of our algorithms, which improves with the increasing quantity and quality of data we obtain from our clients and publisher partners, as well as insights gained through our own extensive operational history. The combination of advertiser data, publisher data and proprietary metadata gives us powerful insights into consumer purchasing habits that we use to price inventory and create the most relevant ads to drive user engagement and impactful results for our clients. In addition to commerce data at the granular product level, we seek to use as much relevant information as possible about the context and intent of a given user, collected from clients and publisher partners, to further refine our prediction accuracy.

We believe our access to highly granular and qualitative commerce data validates the trust that our clients place in us. For example, 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 10 billion products or services³, including pricing, images and descriptions, which are typically characterized as non-Personally Identifiable Information ("Non-PII"). A large number of our clients also provide us with their customers' purchase history data in formats that are also non-PII.

Over the past few years, we have built three data collectives through data pooling among our clients. The combination of these data collectives forms Criteo Shopper Graph. For each of these data collectives, we ask our clients to grant us the permission to mutualize a significant portion of their proprietary data in an anonymized way with other clients who also contribute data to this specific collective data pool. With Criteo Shopper Graph, we are building one of the world's largest and most open data sets focused on shoppers and their commerce activity across retailers and brands.

Criteo Shopper Graph is comprised of the following three data collectives:

• The Identity Graph allows us to match user identifiers across devices and environments, including online and offline. Our algorithms link user identifiers such as, for example, Criteo cookies, app identifiers, hashed customer logins and hashed emails, and regroup them into individual clusters ("Criteo IDs") when these identifiers are deemed to belong to the same user. The scope and scale of our Identity Graph are already among the best in the industry: as of December 31, 2019, our graph consisted of more than 2 billion Criteo IDs. In addition, over 95% of these Criteo IDs contain long-term persistent identifiers, such as logins or emails, rather than just basic cookies. As of December 31, 2019, 71% of our clients grant us access to some of their identity data, including their Customer Relationship Management (CRM) data, to enable us to match users across multiple digital devices or environments. In addition, the Identity Graph allows us to leverage offline CRM data of our clients' physical stores to match it with online user profiles, based on their offline shopping history. Since 2015, the Identity Graph has seen strong contribution from our client base and, we believe, has become a solid foundation to reach consumers across all devices and environments. The Identity Graph supports and benefits our entire suite of solutions.

• The Interest Map collects and organizes consumer intent and purchasing data across the products available in our network of commerce clients, in order to build a comprehensive and accurate non-identifying shopper profile for all consumers on whom we have collected data. In 2019, we collected data on $900 billion in online sales¹ and saw close to 14 billion shopping transactions taking place within our commerce ecosystem¹. With the Interest Map, we seek our clients' permission to use their data, on an aggregated and anonymized basis, to power products that are jointly offered to our clients in the collective. We have built applications for the Interest Map, as well as its underlying infrastructure, including the Universal Catalog, which provides category and/or brand enrichment, as well as a unified view of the 10 billion products available across the combined product catalogs of our commerce clients³. The Interest Map is a key foundation to address Consideration objectives and help advertisers win new visitors and new customers.

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¹ Excluding Criteo Retail Media and the business acquired from Manage.com Group, Inc.

² Source: eMarketer.

³ Products are not unique and may appear in different retailer catalogs.

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• The Measurement Network provides SKU-level sales attribution for consumer brands across our network of retailer partners using our Criteo Retail Media solutions. This means that, using our deterministic measurement approach, our consumer brand clients can precisely track and measure the effectiveness of their advertising spend by attributing their sales at the SKU level to the clicks or impression that were generated on their ads across our network of retailers. This permission-based sales attribution, retailer by retailer, is typically not available to consumer brands, neither in the online nor offline world, where they still place most of their trade marketing investments. We plan to further widen the Measurement Network to all Criteo retailers with new applications and continue to add offline sales attribution for consumer brands.

The design and governance of Criteo Shopper Graph are based on strict and differentiated guiding principles:

• Openness: we commit to a two-way exchange of data with our clients, whereby all clients contributing data to the collectives, in return for their contribution, benefit from the collective dataset via the Criteo Platform, and access cross-device user IDs and relevant Key Performance Indicators to better inform and optimize their advertising.

• Transparency: our clients' contribution and sharing of data within the data pools are based on a clear and permission-based usage by Criteo for the mutual benefits of all participants in the data collectives.

• Security: as always, we apply the highest data security and user privacy standards to our three data collectives.

• Fairness: our data collectives are designed and governed in ways such that the value gained by each participating client largely exceeds the individual client's contribution to the collectives, irrespective of its size.

Criteo AI Engine

Criteo AI Engine has been developed over the past 14 years and consists of multiple artificial intelligence algorithms, and the proprietary global hardware and software infrastructure that enables the Criteo Platform to operate in real time at significant scale.

Criteo AI Engine leverages Criteo Shopper Graph, with the goal of maximizing consumer engagement to drive impactful business results for clients through the delivery of highly relevant and personalized ads in real time.

Criteo AI Engine consists of:

• Lookalike finder algorithms. These algorithms create similar audiences, or groups of consumers likely to be interested in and engage with a specific category of our clients’ products or services, from a pre-determined audience seed based on other clients’ audiences that were already targeted and exposed to similar products or services in the context of previous advertising campaigns. Once created, these similar audiences are used by Criteo AI Engine as targets to reach and be exposed to tailored ads for relevant products or services for the purpose of a dedicated campaign. This set of algorithms typically supports campaign types addressing Consideration advertising objectives, i.e. driving new prospects to consider products or services with which they have not yet engaged in the past.

• Recommendation algorithms. These algorithms create ads tailored to specific consumer interest and intent by determining the specific products or services to include in the ad. These products and services may be ones that the consumer has already been exposed to, or that the algorithms predict the customer could be interested in. Alternatively, these may be products and services that other consumers within Criteo Shopper Graph have been interested in. 

• Dynamic Creative Optimization+ (DCO+). Based on the results of our dynamic creative algorithms, Criteo AI Engine automatically and dynamically assembles customized creative ad content on an impression-per-impression basis in real time, by optimizing each individual creative component in the ad, from the font, color, size and format of product images to the "call to action" or price discount. Our patented Dynamic Creative Optimization+ technology offers virtually unlimited personalization, with up to 17 trillion visual ad variations, without the need to define ad sizes or layouts upfront, while maintaining the consistency of our clients' brand image.

• Predictive bidding algorithms. These algorithms predict the probability and nature of a user's engagement with a given ad. Such predicted user engagement can take the form of, for example, retailer site visits, clicks, conversions, shopping basket value, specific product categories purchased, or even the gross margin of the purchased product or service that our client generates from such purchase. This prediction of engagement incorporates data from our clients, publishers and third-party sources, including user intent, who the client is, the products offered in the ad, as well as data on the creative content of the ad and, to a lesser extent, the publisher context in which the ad is displayed.

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Together with our recommendation algorithms, the prediction algorithms allow us to determine the most appropriate price to pay for an ad impression, based on an individual user's predicted engagement, what the client is willing to pay for that engagement, as well as Criteo's own target Revenue ex-TAC margin from placing that individual ad. Our bidding engine executes campaigns based on certain objectives set by our clients (such as cost-per-click, cost-per-order, cost-of-sales, cost-per-visit, cost-per-impression, cost-per-install or total campaign budget). After a bid for an ad impression is placed and won, Criteo AI Engine assembles and delivers individualized ads, and provides campaign reporting in near-real time.

• Software systems and processes. Our algorithms are supported by robust software infrastructure that allows us to operate seamlessly at a very large scale, through our network of more than 43,000 servers as of the end of 2019. The architecture and processing capabilities of this technology have been designed to match the massive computational demands and complexity of our algorithms in real time. This technology enables data synchronization, storage and analysis across a large-scale distributed computing infrastructure in multiple geographies, as well as fast data collection and retrieval using multi-layered caching infrastructure.

• Experimentation platform. We use an online/offline testing platform to improve the capabilities and effectiveness of our prediction models by measuring the correlation of specific parameters with user engagement, usually measured by consumer visits, clicks and conversions, typically in the form of sales. A dedicated team is constantly testing new types and sources of data, as well as new variables, to determine whether they help diminish the gap between, for example, predicted visits, click-throughs and conversions, and actual visits, click-throughs and conversions over the course of a live campaign.

A key attribute of Criteo AI Engine is the vast metadata of learnings on advertising and commerce effectiveness that we have accumulated from having delivered and measured responses to over 7 trillion advertising impressions since our Company's inception. Our Research & Development team constantly tunes Criteo AI Engine via experimentation and A/B tests. For example, in 2019, we performed about 1,200 online A/B tests and 72,000 offline experiments and tests.

In addition, we have long established and adopted Privacy-by-design as a central element of our technology and product design and development cycles, with a strong commitment to ensuring best practices in privacy, security and safety for consumers and our commerce and consumer brand clients. Since 2013, we have had a designated Data Privacy Officer along with a team of privacy experts. These experts are integrated within our R&D and Product organizations and processes, and consider all facets of user privacy as key elements in the very design of any new technology, solution or feature of the Criteo Platform. They also perform ongoing Privacy Impact Assessments to monitor potential risks during the product lifecycle and proactively mitigate those risks. The Data Privacy team delivers company-wide privacy training, enforces our privacy policies and is integral to ensuring that we build the best solutions and services. We regularly review and document our internal privacy policies, amend existing policies as necessary and enforce these policies with our clients, publisher partners and vendors.

Criteo Management Center

We offer our clients access to an integrated self-service customer interface providing transparency, control and visibility over their advertising investments and campaigns with us, whatever their business and marketing goals may be. Criteo Management Center, our unified and easy-to-use self-service user interface ("UI"), enables the flexible and modular consumption of our various solutions directly by our clients, as well as the execution and management of their campaigns through a suite of software and services that automates key campaign processes. Using our Management Center, clients benefit from a high level of control over the objectives, parameters and performance of their various campaigns with us. Criteo Management Center reduces unnecessary complexity and cost associated with manual processes of having to use multiple Demand-Side Platforms ("DSPs") and sources of inventory supply, delivering efficiencies across the marketing funnel, even as campaigns grow in size, complexity and mix of marketing goals.

We believe that transparency and control over the objectives, parameters and performance of their advertising campaigns increases the confidence our clients have in Criteo, and further strengthen our relationship with them.

Criteo Management Center includes a comprehensive suite of tools, services and software, including:

• A self-service registration and onboarding flow for client activation. Targeted at small midmarket clients, we provide advertisers with online tools for end-to-end self-registration to the Criteo Platform, including onboarding and integration, campaign creation, creative creation, payment and billing.

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• A unified self-service user interface for all advertisers to transparently and autonomously manage their campaigns, solution by solution. For each client campaign, our self-service interface automates a number of modular components, execution and management tasks. Key attributes of the interface include:

▪ an easy-to-use user interface;

▪ self-service tools for clients to control, on demand, the specific parameters of their campaigns in a modular and flexible way, including for example: specific audiences to reach and target, specific creative or branding elements to include in ads, specific categories of supply to favor or exclude from the campaign, specific categories of the product catalog to promote in the campaign, specific coupon and price discount management;

▪ granular control over the price clients are ready to pay for each campaign, at their own product category level (for example on a cost-per-click, cost-per-impression or cost-per-install basis);

▪ transparent, detailed reporting of key campaign metrics, such as, for example, cost-per-click, cost-per-impression or cost-per-install, impressions served, effective cost per thousand impressions, or eCPM, consumer visits, app installations, click-through rate and post-click sales; and

▪ transparent standardized reports on purchased inventory detailing impression-level information, including publisher domains where ads are shown, time stamps of displayed ads and the value of each impression.

• A unified interface for certain clients to manage their advertising investments with us through API integrations with some of their other advertising or marketing technology partners or vendors.

In addition to self-service access to Criteo Management Center, we also offer a managed-service approach to our larger clients, providing deep business intelligence and analytics services. Our teams of advisers aid our larger clients in setting goals for, extracting insights from, and evaluating trends and performance of their various advertising campaigns with us across multiple marketing goals, sources of inventory, advertising channels, and the multiple digital devices that consumers may use.

In parallel with accessing transparent reporting and measurement from Criteo Management Center, a large proportion of our clients regularly use their own attribution tools and solutions from third-party vendors (such as, for example, Google Analytics, IBM Coremetrics or Adobe Analytics) to independently measure and assess the performance of the results that Criteo delivers, including visits, sales and other key metrics.

Our Solutions

We offer two families of solutions targeted at our commerce and consumer brand clients:

• Criteo Marketing Solutions allow commerce companies to engage consumers with personalized ads across the full marketing funnel. These ads can be shown across the web, mobile and offline store environments. Examples of expected results for clients using Criteo Marketing Solutions include:

◦ driving visits from new prospects on the website of our clients by engaging such prospects, either in the web or on mobile apps, with personalized ads offering products or services that are tailored to their predicted interest based on the Shopper Graph data (Consideration goal, new visit objective, cost-per-impression (CPM) pricing);

◦ driving installations of our clients' mobile application by new customers, by engaging such new customers, either in the web or on mobile apps, with personalized ads promoting our client's mobile app (Consideration goal, app install objective, cost-per-install (CPI) pricing);

◦ driving sales for our commerce clients, either on their web or mobile app property, by engaging consumers, either in the web or on mobile apps, with personalized ads offering products or services for which they have already expressed shopping intent (Conversion goal, sales objective, CPC pricing);

◦ driving more sales from existing customers for our commerce clients, either on their web or mobile application property, by accurately targeting and re-engaging such existing customers, either in the web or on mobile apps, with personalized ads offering new products or services that they have not yet purchased nor been exposed to (Conversion goal, re-engagement sales objective, largely CPC pricing).

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• Criteo Retail Media allows retailers to generate advertising revenues from consumer brands, and/or to drive sales for themselves, by monetizing their traffic and audiences through personalized ads, either on their own digital property or on the open Internet, that address multiple marketing goals for brands. Examples of expected results for clients using Criteo Retail Media solutions include:

◦ generating advertising revenue for retailers on their online store, by providing retailers with our technology platform for them to monetize their traffic and audiences directly with consumer brands across various marketing goals (Retailer Monetization goal, brand onsite advertising objective, transactional-SaaS pricing);

◦ driving sales for consumer brand clients on the site of retailer partners, by connecting consumer brands and retailers and engaging consumers on the retailer's digital property with personalized ads offering specific brand products available on the retailer's digital store and for which consumers have expressed interest (Conversion goal for brand, onsite campaign, sales objective, mostly CPC or CPM pricing);

◦ driving sales for consumer brand clients on the site of retailer partners, by connecting consumer brands and retailers and engaging consumers outside of the retailer property on the open Internet with personalized ads offering specific brand products available on the retailer's digital store and for which consumers have expressed interest (Conversion goal for brand, offsite campaign, sales objective, largely CPC pricing);

While our current solutions already allow our clients to cover a large part of the marketing funnel, through Consideration and Conversion marketing goals, we will continue to strengthen our solutions to address the Awareness marketing goal for clients.

Historically, the Criteo model had focused solely on converting our clients' website visitors into customers, enabling us to charge our clients only when users engage with an ad we deliver, usually by clicking on it. This pay-for-performance pricing model clearly links the cost of an advertising campaign to its effectiveness in driving conversions, and has long been valued as such by our clients. As we have expanded our solutions to address a broader range of marketing and monetization goals, we also started expanding our pricing models to now include a combination of cost-per-impression and cost-per-install for selected new solutions, in addition to cost-per-click, as well as transactional-SaaS pricing model for large retailers using our technology platform as part of a fast-growing share of our Criteo Retail Media offering. In the future, we may further evolve the pricing of our solutions, including to provide additional transparency to marketers.

Excluding our historical solution for driving Conversion through Criteo Marketing Solutions (formerly called Criteo Dynamic Retargeting), no individual solution accounted for more than 10% of total consolidated revenue for the periods presented.

Our Publisher Network

We provide our clients with extensive real-time access to advertising inventory through direct relationships with thousands of publisher partners, as well as real-time bidding (or "RTB") Display Advertising exchanges. We define inventory as the combination of desktop web, mobile web and mobile in-app Display Advertising impressions, including social display inventory, native display inventory, video inventory, and ad inventory on major retail ecommerce properties, including for sponsored product formats.

In some cases, we have negotiated direct and privileged access with publishers, giving us the opportunity to select, buy and price, on an impression-per-impression basis and in real time: (1) inventory that a publisher might otherwise only sell subject to minimum volume commitments; and/or (2) particular ad impressions before such impressions are made available to other potential buyers.

We believe that many of our direct publisher partners have granted us preferred access to portions of their inventory as a result of our ability to effectively monetize that inventory. For example, in Japan, we have entered into a strategic relationship with Yahoo! Japan, that grants us preferred access to its advertising inventory for delivering personalized display ads. In addition, within Criteo Retail Media, we access inventory from ecommerce sites that is generally not available to traditional advertising demand. We believe this inventory from ecommerce retailers is particularly valuable for consumer brands looking to advertise their products, whether with an Awareness, Consideration or Conversion marketing goal, in a multi-brand retail environment.

We price and buy inventory in real time and typically do not pre-buy any impression, and do not commit to buying any minimum volume of impressions, except in some limited cases related to our Criteo Retail Media solution. Across both our direct publisher relationships and inventory purchasing done on RTB exchanges, we leverage Criteo AI Engine's ability to quickly and accurately value available advertising inventory, and utilize that information to bid for inventory on a programmatic, automated basis.

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Alongside our existing technologies to integrate directly with publishers, we have developed Criteo Direct Bidder, our header-bidding technology. Over the past few years, the publisher landscape has rapidly transitioned towards header-bidding technology, allowing publishers to make their inventory simultaneously available for public auction to several competitive bidders, including RTB exchanges. Thanks to our large scale, Criteo Direct Bidder allows us to connect directly to the ad server of publishers in situations where publishers use header bidding to monetize their inventory, allowing us, among other advantages, to bypass RTB exchanges in the bidding process and, doing so, to save publishers the take-rate RTBs would typically charge them. Using Criteo Direct Bidder, we were connected to over 4,500 large publishers globally, on both web and apps, as of December 31, 2019, including: NBC, The Weather Channel, Daily Mail, The Washington Post, eBay, AJA Japan, Orange, Viber, the LA Times, CBS, Fox News, Axel Springer's websites, Marktplaats and M6. Criteo Direct Bidder helps publishers to increase the average monetization of their inventory sold through Criteo Direct Bidder, relative to our overall spend through all channels.

For Criteo Marketing Solutions, we purchase inventory programmatically on a CPM basis from our direct publisher partners and RTBs, through standard terms and conditions for the purchase of Display Advertising inventory. This means that inventory purchased for Criteo Marketing Solutions is paid to the publisher irrespective of whether the user engages, in whatever form, with the advertisement delivered on that publisher's digital property. Pursuant to such arrangements, we purchase impressions for users that Criteo recognizes on publishers' digital properties. Such arrangements are cancellable upon short notice and without penalty.

For some of our Criteo Retail Media solutions, we pay for the inventory of the retailer publishers based on a revenue share, effectively paying the retailer publisher a portion of the click-based revenue generated by customers clicking on the ads displaying the products of our consumer brand clients. This means that, with these Criteo Retail Media solutions, retailer publishers only get paid if a user effectively clicks on the ad that is displayed on their site.

For our remaining Criteo Retail Media solutions, we either buy inventory on a CPM basis or do not incur any media cost at all as, in the latter case, we solely provide access to our technology platform for retailers to sell their inventory directly to consumer brands.

We believe that our ability to efficiently access and value inventory at scale results in a deeply liquid marketplace for both buyers and sellers of Display Advertising, allowing us to deliver effective ads at the right price for our clients, even as the size and complexity of the campaign increases.

In addition, we take a variety of brand safety measures to ensure that the brand equity of our clients is preserved at all possible times. These measures include determining that each publisher's inventory meets our content requirements and those of our clients to ensure that their ads are not shown in inappropriate content categories, such as in adult, violent or sensitive political content. For that purpose, we use numerous internal systems and processes to filter out inventory in real time, including the list of suspect IP addresses from the Trustworthy Accountability Group and the lists of invalid traffic from several specialized external vendors. With respect to inventory purchased through RTB exchanges, we utilize a combination of proprietary methodologies as well as third-party software, such as Integral Ad Science in the web and Pixalate in mobile apps, to verify that inventory where the ad is shown conforms to our advertising guidelines and the content expectations and branding guidelines of our clients. In addition, we are an active member of the Coalition for Better Ads, supported by Google, and are compliant with their recommendations for the most user-friendly advertising formats.

Industry Trends

The ability to engage customers across the various steps of the consumer journey is critical for most companies, especially for businesses in the broader commerce and consumer brand sectors, who often dedicate a significant portion of their cost base to developing such an ability. We believe the following trends are relevant in assessing our current and future business.

Ecommerce Continues to Grow Rapidly But Retailers Face Increasing Competition.

While the global retail commerce market, at $25 trillion in 2019 according to eMarketer, is massive in size, the global retail ecommerce market represented "only" $3.5 trillion. This means that, despite the rapid growth of ecommerce, physical stores still capture more than 85% of the global retail commerce market and remain key assets for retail companies looking to offer differentiated services and shopping experiences to consumers. Further, the global retail ecommerce market is expected to grow by a 17% compound annual growth rate, or CAGR, to $6.5 trillion in 2023, according to eMarketer. Excluding China and Amazon.com ("Amazon"), we expect the global retail ecommerce market to grow at a 10% CAGR between 2019 and 2023, largely based on eMarketer data.

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Retailers and consumer brands are facing increasing competition, in particular in markets dominated by Amazon, and have started to respond by being increasingly willing to share data within collectives. We believe that consumer brands and retailers not only realize the strong potential of their commerce data, but also increasingly view collaboration and pooled data as key assets that can be used to better meet customer needs, drive value for their business and better compete in today's environment. According to a study published by Forbes Insights in collaboration with Criteo in October 2017, 71% of retailers are willing to contribute online product searches data to a pool of collaborative participants¹. Sixty percent of surveyed retailers are already part of a data cooperative, with almost 70% of those companies already pleased with their collaboration as well as the data they receive. Additionally, 72% of marketers cite "increased revenue" as a key benefit they experience from pooled data.

In addition, we believe the increasing competition that Amazon exerts on most local ecommerce markets is enticing retailers to allocate a larger share of their online advertising budgets to the Consideration marketing goal, in order to drive increasing traffic to their online stores, may they be on the web or on mobile apps.

Digital Ad Spending Continues to Grow Fast and Provides Acceleration Opportunities in the Open Internet.

The display advertising market represents a large opportunity. Global digital ad spending of $310 billion in 2019 was comprised of Search Advertising ($139 billion) and Display Advertising ($170 billion), according to eMarketer. Display Advertising involves placing images, video or ads incorporating animation, sound and/or interactivity, alongside website and mobile application content. Display Advertising is expected to grow by a 12% CAGR through 2023 to reach $272 billion, faster than Search Advertising, and driven in part by the rapid rise of mobile Internet usage and the continued proliferation of free content across the Internet, in particular video content, including on social media platforms.

The walled-gardens, in particular Google and Facebook, today capture a significant share of the growth of the digital market. As a result, we believe that, together, they capture approximately 70% of the total digital ad spend while representing only half of the time spent online². This means that the open Internet, (i.e. what is outside of walled-gardens), only captures approximately 30% of the ad spend despite accounting for 50% of user time spend and, we believe, is therefore significantly under-monetized. We define the open Internet as the open, non-proprietary environment that allows advertisers and publishers to choose the partner they want to work with, control when and how they share their own data, and how to measure success in a transparent way.

Advertising Technology Has Become More Complex.

Display Advertising has become highly technology-driven, which comes with significant challenges for advertisers:

Artificial Intelligence. According to IDC Research, the sum of the world's data will grow by a 61% CAGR between 2018 and 2025 to reach 175 zettabytes³. The large and diverse data sets that make up the digital information universe, often referred to as big data, are generally categorized into: business application data, human-generated content and machine data. New computational approaches and the falling costs of computing power enable technology companies to process and draw insights from this data using AI and machine-learning approaches. These insights can be used to optimize Display Advertising campaigns in ways that were not previously possible. The ability to collect, collate and analyze shopping intent data points using AI and machine-learning technology, has become a key differentiator for advertisers, including consumer brands.

Programmatic Buying. Technologies for more automated and efficient buying and selling of Display Advertising have been gaining traction for several years with both advertising buyers and publishers. Programmatic buying from real-time, automated bidding platforms and exchanges, as well as through relationships with publishers, provides advertisers with dynamic, targeted and efficient ways to access the proper inventory, and helps publishers maximize the value of their inventory. In the United States, programmatic digital display ad spending represented 84% of total Display Advertising spend in 2019, according to eMarketer.

Mobile and Cross-Device Advertising & Commerce. Penetration of smartphones and tablets is driving rapid growth of global mobile commerce. Mobile retail commerce represented $2.3 trillion globally in 2019, and is expected to grow at a 21% CAGR between 2019 and 2023, according to eMarketer. In parallel, consumers increasingly use multiple devices to shop across ecommerce websites and mobile apps. As a result, we believe that transactions involving the use of multiple devices, referred to as "cross-device" transactions, represent a significant portion of ecommerce, growing faster than ecommerce overall. Mobile ad spending represented $241 billion in 2019 and is expected to grow at a 14% CAGR through 2023 to reach $402 billion.

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¹ "The Commerce Marketing Opportunity - How Collaboration Levels the Retail Playing Field", Forbes Insight, in collaboration with Criteo, October 10, 2017

² Based on Nielsen US DCR trends, eMarketer, ExchangeWire

³ Based on IDC Research's Global DataSphere, white paper date November 2018

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In-App Advertising. The app environment is more complex than the web environment for advertising. However, users spend most of their mobile time within apps (79% in the United States in 2019, according to eMarketer). Consequently, in-app ad spending represents 83% of mobile ad spending in 2019 in the United States. In this context, it is critical for advertisers to be able to not only effectively reach their consumers while they are in the app environment, but also to engage with them within their own user-friendly mobile application.

Retailers Are Becoming the New Media Moguls by Collaborating Profitably With Brands.¹ 

By creating a successful media network, Amazon paved the way for retailers to build profitable and rapidly growing ad businesses. Retailers can programmatically serve onsite and offsite ads to their customers, creating new revenue streams with healthy margin for themselves while also delivering great customer experience. We believe these retailers are likely to take market share from the large digital media players and to increase customers' exposure to these ads in store as well.

Advertisers Need a Neutral Strategic Partner to Navigate This Complex and Challenging Environment.

We believe that over the past few years, Display Advertising has reached an inflection point, becoming both a brand awareness building medium and a more effective engagement channel for multiple marketing goals, including customer conversion.

In today's highly competitive environment, commerce companies and consumer brands increasingly focus on profitably reaching, engaging and converting consumers. In addition, we believe they increasingly look at diversifying their significant reliance on walled-garden digital advertising partners. To achieve this, they need a strategic partner, with no conflicting business agenda, able to activate, through AI technology, large amounts of identification data and consumer intent into relevant, personalized ads, in order to drive measurable results at scale across all their marketing goals.

Our Competitive Strengths

We believe the Criteo Platform is transforming the way marketers use digital advertising. We make their advertising investments with us more efficient, effective and measurable by driving trusted and impactful results across multiple marketing goals. We believe the following competitive strengths have enabled us and will continue to enable us to capture a significant share of the digital advertising opportunity:

We Have a Scaled Global Presence. We do business in 103 countries and have a direct operating presence through 29 offices in 19 countries. We have achieved this global presence by replicating and scaling our powerful business model across all geographic markets. In 2019, 42% of our revenue² was derived from clients who conducted advertising campaigns with us in more than one national market. Large businesses are increasingly seeking global advertising partners able to provide comprehensive offerings that are effective across multiple geographies. We believe we are able to 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.

Our Large and Loyal Base of Clients and Publisher Partners Provide for Stability and Positive Network Effects. As of December 31, 2019, we had over 20,000 clients, including some of the largest commerce companies in the world, and our client retention rate was approximately 90%. In parallel, as of the same date, we were working with over 4,500 direct publishers on both web and apps, in addition to all of our large global and local RTB partners. As we continue to grow our client base, we continue to grow the number of users who interact with our ads, allowing us to benefit from greater scale when we purchase inventory from publisher partners, many of whom have granted us preferred access to portions of their advertising inventory. We believe this large and loyal base of clients and publisher partners provides for stability in our business, as well as for significant opportunities to cross-sell and up-sell our product portfolio within our large existing client base. As clients may spend more with us and we attract more publisher inventory and deliver more ads, our data assets grow, enabling us to deliver even more precisely targeted and personalized ads and generate a greater impact for our clients. As a result, we believe more commerce and consumer brand clients may use our offering and potentially increase their spend with us. This, in turn, may enable us to increase advertising revenue for publishers, including retailers, further expanding our publisher network and enhancing our ability to drive better performance for clients. We believe this cycle of self-reinforcing network effects, based on our large and loyal base of clients and publishers, may continue to fuel our business in the future.

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¹ Forrester report "Retailers: You're The Next Media Moguls", December 2018.

² Excluding Criteo Retail Media.

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Criteo Shopper Graph Leverages a Massive, Granular and Open Data Set Focused on Shopping Behaviors. Since 2015, we have built Criteo Shopper Graph through data sharing among our clients. With over 2 billion Criteo IDs in our Identity Graph, we are building one of the largest data sets focused on shoppers, with a scope and scale among the largest in the industry. With 71% of our clients providing identity data, including CRM data, such as hashed emails and hashed log-ins, we believe the matching rates of our Identity Graph are, in some markets, similar to, if not higher than, Google's and Facebook's. In addition, over 95% of the Criteo IDs in our ID graph contain a significant number of persistent non-cookie identifiers, providing the basis for solid, reliable and resilient identity solutions. Besides, our Interest Map offers a comprehensive, accurate and non-identifying shopper profile for all consumers on whom we have collected information, and is the foundation for the development of compelling solutions -existing and new- that help our clients span the full marketing funnel, across the Awareness, Consideration and Conversion marketing goals. Importantly, we believe the guiding principles of Criteo Shopper Graph -in particular its open, transparent and fair approach to sharing and leveraging data within collectives-, highly differentiate it from the proprietary data management approaches of most of the large Internet companies, and therefore represent attractive attributes for marketers.

We Apply Privacy-By-Design Standards and Have Developed Effective Identity Solutions. We are strongly committed to consumer privacy. Criteo was one of the first companies in the industry to include an "Ad Choices" link in all the ads we deliver, giving users access to clear, transparent, detailed and user-friendly information about personalized ads and the data practices associated with the ads they receive. We have long established Privacy-by-design as a central element of our technology and product design and development cycles, with a strong commitment to ensuring best practices in privacy, security and safety for consumers and our commerce and brand clients. Since 2013, we have had a designated Data Privacy Officer along with a team of privacy experts. These experts are integrated within our R&D and Product organizations and processes, and consider all facets of user privacy as key elements in the very design of any new technology, solution or feature. Aligning with data minimization principles, our technologies only rely on categories of data that are strictly necessary for the purpose of our services. The user information we collect relates primarily to purchase intent and is therefore not considered as information that can directly identify a user. In addition, we provide consumers with easy-to-use and easy-to-access mechanisms to control their advertising experience and opt out of receiving targeted ads we deliver, either for all campaigns, or for a specific client or a specific period of time. We believe this transparent, consumer-centric, and controllable 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 transparent and clear information to consumers about our collection and use of data relating to the ads we deliver and monitor. We believe our industry-leading privacy, security and safety standards for consumers and our commerce and consumer brand clients are key competitive advantages on the market.

In addition to standing for users' right to have a clear individual choice with regards to their ad experience, we believe that personalized advertising brings multiple benefits to the ecosystem, including at the user level, and that browsers should not control data portability. We have solutions, through our direct publisher integrations, our mobile ID-based solutions in apps and Retail Media, that operate using multiple first-party or cookie-less mechanisms, representing close to 50% of our business for fiscal year 2019 on a Revenue ex-TAC basis. We believe our identity resolution strategy, leveraging our differentiated assets and providing for complementary layers around first-party data access, our unrivaled ID graph and expanding more into cookie-less inventory supply, will help us increase significantly over time the contribution of the solutions operating using multiple first-party or cookie-less mechanism to our business.

Our Powerful AI Technology Activates Our Datasets for Effective Advertising. While shopping data is readily available in significant volumes to our commerce and consumer brand clients, and plays a critical role for them, we believe the real challenge in driving trusted and impactful advertising is the ability to effectively activate this dataset to drive tangible results for both retailers and brand advertisers. The Criteo Platform is the result of 14 years of research and development and investment in our AI technology, with a single focus on driving trusted, impactful and measurable business results, including sales, for clients. Through our deep data-driven understanding of consumer intent and behavior, we are able to deliver highly relevant, targeted and personalized ads across multiple marketing goals and digital devices. The scale and breadth of our data is constantly expanding as users interact with our clients and as we deliver targeted ads. For example, in 2019 alone, we delivered over 1.4 trillion targeted ads. By dynamically matching a user's intent or interest with a personalized ad, we are able to deliver more relevant and engaging ads to users, which are more likely to achieve targeted results for advertisers.

Criteo AI Engine is supported by a flexible and scalable high-performance computing infrastructure, made of two Hadoop clusters hosting 200,000 processing cores with total storage capacity of 750,000 terabytes and 2,000 terabytes of random-access memory. Every day, our platform processes 250 terabytes of additional compressed data. We own over 43,000 servers through a global network of ten data centers. We believe the power and scalability of our AI technology assets are increasingly hard to replicate by other market participants.

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The Criteo Platform Covers the Marketing Funnel With Transparency, Control and Clear Measurement. Our offering is powered by AI technology and helps our clients cover the full marketing funnel (Awareness, Consideration, Conversion) as consumers travel across the multiple steps of their consumer journey. In 2019, our new solutions outside of our legacy retargeting product grew 54% on a Revenue ex-TAC basis and already represented 12% of our business, including 16% in the fourth quarter of 2019. We continue to build and develop new solutions to help commerce and brand clients address additional marketing goals and drive new business outcomes, including, for example, brand Awareness. We believe our ability to drive trusted and impactful results across multiple goals in the marketing funnel, for both commerce companies and brands, is a key competitive advantage on the market. In particular, we believe the value proposition of our Criteo Retail Media offering, helping retailers to monetize their data and inventory with brands, is quite unique in the marketplace outside of Amazon.

Our solutions work seamlessly across digital devices, commerce and advertising environments, platforms and operating systems, advertising channels, and publisher environments. We believe that, for advertisers looking to engage their prospects or existing customers, irrespective of their position in the consumer journey, their digital device, commerce or advertising environment, platform and operating system, advertising channel or publisher environment where consumers may be reached, the completeness of our offering provides a clear advantage over the many point solutions available on the market.

Our self-service interface provides marketers with transparency and control over their advertising investments. All our clients have 24/7 access in self-service through Criteo Management Center to a set of automated tools allowing them to control and monitor the objectives, parameters and performance of their advertising campaigns, and to manage their spend, solution by solution, and campaign by campaign. We also provide our clients with transparent, detailed reporting of key campaign metrics, including reports detailing impression-level information. We believe the transparency, control, flexibility and ease of use of our offering are key strengths on the market.

In addition, our variety of pricing models provides clear measurement for advertisers. As Criteo AI Engine becomes more sophisticated, we are optimizing our technology to maximize a wider range of expected advertising objectives, including, for example, customer visits, installations of mobile apps and sales. While the Criteo model has historically focused solely on converting our clients' website visitors into customers, linking our proven pay-for-performance model to its effectiveness in driving sales for clients, we have more recently evolved our pricing models alongside our broader suite of solutions. Our pricing models now include a combination of cost-per-impression and cost-per-install for selected new solutions, in addition to cost-per-click, as well as a transactional-SaaS pricing model for large retailers using our technology platform as part of a fast-growing share of Criteo Retail Media. We believe our clients value our various pricing models and related measurement metrics, as they provide a clear link between the cost of their advertising campaigns and their effectiveness in generating trusted, impactful and measurable results aligned with their marketing objectives.

Our Profitable, Cash-Generative Financial Model Allows Us to Invest While Maintaining Healthy Profitability. Our company has been profitable early in its history and has since grown substantially its profitability margin. For example, for the fiscal year ended December 31, 2019, our operating profit margin was 6.2% of revenue, compared to just 2.4% at the time of our Initial Public Offering at the end of 2013, and our Adjusted EBITDA as a percentage of Revenue ex-TAC was 32%, compared to approximately 17% at the time of our Initial Public Offering. In addition, we manage our expense base in a disciplined way and focus on driving productivity through operational excellence and automation across the entire company. Efficiency gains allow us to be in a position to reinvest a portion of the savings generated by such gains into strategic investments areas, while maintaining healthy profitability. Our financial model allows us to generate a significant amount of free cash flow. For the fiscal year ended December 31, 2019, we had a transformation of Adjusted EBITDA into free cash flow of approximately 42%, which we believe is a solid conversion level. As a result, our company is in a position to maintain a reasonably comfortable cash position, standing at $419 million at the end of fiscal 2019, which, together with very low financial liabilities, provides for significant financial flexibility. We believe having a profitable, cash-generative financial model providing for financial flexibility and allowing for an investment capacity is a competitive advantage, in particular compared to multiple sub-scale companies in our industry.

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Our Business & Growth Opportunities

Our mission is to power the world's marketers, brands, retailers, publishers, content creators and agencies with trusted and impactful advertising. We enable our clients to address multiple goals across the marketing funnel through the Criteo Platform. Our vision is to build the leading advertising technology platform for the open Internet.

We are currently strengthening the Criteo Platform and expanding our business through several opportunities, both within our existing suite of solutions and in new areas, always focused on driving trusted and impactful results for clients. One of our key priorities is to make our revenue model more sustainable and resilient over time, which, among other things, will involve broadening our value proposition beyond a pure return on ad spend proposition. In parallel, we are also focused on driving efficiency across the entire company in order to continue to invest into our strategic priorities. The core elements of our business strategy include:

Strengthen the Core. We intend to strengthen our legacy retargeting business within Criteo Marketing Solutions, aimed at converting our clients' customers in both the web and apps. We intend to achieve this by keeping our strong differentiators, including around Criteo Shopper Graph and user identification, continuously improving Criteo's AI Engine technology and the strong performance of our core product in all environments, providing more transparency on our value proposition, and adding new clients and publishers. We may as well bring further capabilities, like third-party measurement, to enhance our core solution.

Over the past two years, the growth of retargeting has been slowing down and turned negative more recently. Over the period, cookie restrictions on several browsers have had a significant negative impact on our business on the web, including on retargeting. Beyond these headwinds, and while the growth of retargeting is still healthy in the midmarket, the softness has been more pronounced with large customers as a result of several factors: higher penetration of our legacy product with large customers in our major markets, the slow transition of our large customers in investing into fully effective mobile apps, occasional shift of their retargeting budgets towards upper funnel marketing budgets, and some increasing requests for more price transparency from some large customers. We are taking several measures to stabilize our retargeting business, including by: accelerating our initiatives to build out a differentiated full-stack Demand-Side-Platform, adding capabilities for upper-funnel marketing on top of our strengths in lower funnel, and offering more flexibility throughout the stack, driving more proactive initiatives around user identity and adjusting our pricing model to increase the transparency of our value proposition for this product.

We also intend to strengthen our core by further expanding our global client base across customer categories. We have a track-record of entering new geographic markets, adding new clients successfully and rapidly gaining commercial traction. We intend to continue to grow our client base, both in the large customer and midmarket categories. In particular, we will continue to build and roll out our self-registration sales channel for smaller clients, and to expand our partnerships with Ecommerce Platform Partners, to increase our penetration of the large opportunity we see in the low end of the midmarket. We believe opportunities also remain to grow our business with large customers in markets where we already operate, including in Western Europe, the U.S. and Japan.

In addition, we intend to maintain a high level of preferred publishers relationships in order to strengthen our core. In 2019, 32% of the yield, i.e. the monetization rate per inventory unit, we generated to publisher partners was derived from inventory directly sourced from publishers with whom we have a direct, preferred relationship. We will continue to increase the deployment of Criteo Direct Bidder with large publishers, both on the web and on mobile apps.

We also plan to leverage our identity resolution strategy to strengthen our core.

Expand Our Product Portfolio. We intend to continue to leverage our existing assets to strengthen our business outside of the retargeting core, continue to build or expand our fast-growing adjacent solutions, and build further competitive moats around our core assets.

Our current families of solutions, Criteo Marketing Solutions and Criteo Retail Media, help our clients cover a large part of the marketing funnel across all commerce environments and drive advertising revenues for retailers from consumer brands. In fiscal year 2019, our new solutions outside of retargeting already represented 12% of our total business, as measured on a Revenue ex-TAC basis, including 16% in the fourth quarter 2019. We intend to continue growing all our solutions outside of retargeting, namely our Consideration and Awareness offerings in Marketing Solutions, both online and omnichannel, as well as Retail Media. To achieve this, we intend to continue to upsell our existing commerce clients to more or all of our new solutions within Criteo Marketing Solutions. We also intend to continue to offer Criteo Retail Media to the digital stores of large retailers as a key advertising channel to generate high gross margin revenue from consumer brands. We believe Criteo Retail Media is a particularly differentiated offering in the marketplace and offers significant growth opportunities for us. Overall, we intend to continue to grow the share of our new solutions as a percentage of our total business over time, and believe this share can reach approximately 30% over the mid term.

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In addition, we continue to build and leverage Criteo Shopper Graph that is central to our approach of bringing compelling new solutions to market. We will continue to enhance the three data collectives that make up Criteo Shopper Graph, with a particular focus around identity resolution. In the future, we may consider monetizing Criteo Shopper Graph as a standalone value proposition to consumer brands and advertising agencies.

Expanding our portfolio also involves providing even more transparency and control to advertisers and their agencies. Self-service transparency, control, flexibility and ease of use have become increasingly important to marketers in the way they consider and manage their advertising investments. Through their 24/7 access to Criteo Management Center, all our clients can control and monitor the objectives, parameters and performance of their campaigns. Beyond allowing them to manage their spend, and providing transparent, detailed reporting of key campaign metrics, our self-service interface provides control over the key parameters of their campaigns with us. We believe that providing comprehensive and user-friendly self-service control over advertising investments across the full marketing funnel will help us attract and retain more clients, including commerce players, brands and advertising agencies. As a result, we will continue to broaden and improve our self-service functionalities.

Within our new solutions, we also intend to grow our Omnichannel capabilities. A large portion of our commerce client base operates physical stores and still generates a significant percentage of their sales from offline stores. While retailers extract massive amounts of sales data from their physical stores, they often lack the sophisticated technology necessary to activate this dataset for sales generation, both online and offline. As a result, retailers are increasingly interested in omnichannel advertising solutions that allow them to target their customers everywhere and, doing so, to bridge the gap between online and offline. While still a small contribution to our business, Omnichannel is one of the fastest-growing opportunities for Criteo. In fiscal year 2019, our Omnichannel business grew close to 300% on a Revenue ex-TAC basis. We intend to further expand our solutions for omnichannel advertising, including by feeding our clients' offline CRM data into our Identity Graph, in order to match offline consumers with their online profile.

Explore Strategic Game Changers. We intend to look for opportunities to extend and accelerate the growth of our business by exploring and bringing strategic assets and capabilities outside of the current scope of our business, in line with our strategy to keep us ahead and relevant for the future. These strategic initiatives may involve a combination of organic developments, partnerships and acquisitions.

For example, we may partner with other Demand-Side-Platforms or other ecosystem players to extend our customer reach to new client categories or agencies, and extend the capabilities and functionalities of the Criteo Platform, beyond what we currently do on a standalone basis. In addition, to support the growth of our Awareness and Consideration solutions and potential other new solutions, we may look at expanding our access to video inventory, both in Web and App, as well as accessing Connected TV inventory on a much larger scale. This may involve strengthening and expanding our existing partnerships or signing new partnerships in these areas.

On the M&A side, we have executed 11 acquisitions since inception, ranging from small asset deals to a mid-size acquisition like HookLogic. We selectively evaluate technologies and businesses that we believe have potential to enhance, complement or expand our strategic capabilities, including our technology, our solutions, go-to-market, or R&D team. We target acquisitions that, over time, can be efficiently integrated into the Criteo Platform, including into our AI technology, global operations and company culture, while preserving the quality and performance of our offering. We are increasingly focused and selective, and tend to favor acquisition target companies that have already demonstrated revenue traction with a proven value proposition for their clients and partners, are reasonably profitable, and can bring value with little or no short-term integration into our current organization. We believe we are an acquirer of choice among prospective acquisition targets thanks to our entrepreneurial culture, growth opportunity, global scale, financial profile, strong brand and market position. We will therefore continue to opportunistically yet selectively pursue our acquisition strategy in the future.

Drive Technology and Operations Excellence. We intend to continue to drive productivity and efficiency gains through operational excellence across the entire company, in order to reinvest a portion of such gains into technology innovation and other strategic priorities, while maintaining healthy profitability. We believe these are the conditions for the long-term sustainability of our business.

Driving operational excellence through the company involves increasing automation and the scalability of our operations, as well as having a responsible and effective approach to expense management, across all teams and functions. Leveraging operational excellence and efficiency gains, we intend to continue to make investments in our technology innovation and new product development in Criteo Marketing Solutions. We will for example invest in further scaling the Criteo Platform with a focus on making self-service functionalities even more comprehensive and flexible for clients. Our Product development for Criteo Retail Media will also remain a key area of investment for us. And, we will continue to make our technology more resilient to decisions of web browser vendors and further diversify our data collection away from relying on third-party cookies.

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Strategic Relationship with Yahoo! Japan

In August 2012, we entered into a strategic relationship with Yahoo! Japan, a leading provider of advertising inventory in Japan, which grants us preferred access to their performance-based display inventory. In connection with this strategic relationship, Yahoo! Japan invested in our subsidiary, Criteo K.K. We retain 66% ownership of Criteo K.K. and Yahoo! Japan holds a 34% ownership. Yahoo! Japan has the right to require us to buy back its interest upon the occurrence of certain events (such as bankruptcy or breach of obligations), and we have the right to require them to sell their interest in Criteo K.K. under specified circumstances, such as a termination of the commercial relationship.

This strategic relationship may be terminated by either party for material breach and other customary events. The term of this strategic relationship automatically renewed to August 2020 and will continue to renew automatically thereafter for one-year terms if neither party provides advance written notice of its intent not to renew within a specified period of time.

Infrastructure

Our ability to execute depends on our highly sophisticated global technology software and hardware infrastructure. As of December 31, 2019, our global infrastructure included over 43,000 servers, including two Hadoop clusters, that comprise close to 9,800 servers providing a storage capacity exceeding 750,000 terabytes and 2,000 terabytes of random-access memory. Our global infrastructure is divided into three independent geographic zones in the Americas, Asia-Pacific and EMEA. In each of these geographic zones, our services are delivered through data centers that support this particular zone. We generally rely on more than one data center in any given zone. Within large zones, the data centers are strategically placed to be close to our clients, publishers and users. This provides the benefit of minimizing the impact of network latency within a particular zone, especially for time-constrained services such as RTB. In addition, we replicate data across multiple data centers to maximize availability and performance. We also generally seek to distribute workload across multiple locations to avoid overloads in our systems and increase reliability through redundancy. Within each data center, computing power is provided by horizontal build-outs of commodity servers arranged in multiple, highly redundant pools. Some of these pools are dedicated to handling incoming traffic and delivering ads while others are devoted to the data analytics involved in creating these ads. In particular, we use software specifically designed for processing large data sets, such as Hadoop, to run offline data analyzes and to train our AI and Machine Learning models. The results are then fed back to refresh and improve our prediction and recommendation algorithms.

We use multiple-layered security controls to protect Criteo AI Engine and our data assets, including hardware- and software-based access controls for our source code and production systems, segregated networks for different components of our production systems and centralized production systems management.

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Our Clients

Our client base consists primarily of companies in the retail, travel and classifieds verticals, which we refer to as "commerce companies" or "commerce clients", and includes some of the largest and most sophisticated commerce companies in the world. These companies range from large, global, diversified commerce companies to mid-sized regional companies.

With Criteo Retail Media, we also serve consumer brand manufacturers, which we refer to as "consumer brands" or "consumer brand clients". As of December 31, 2019, we had more than 20,000 clients (both commerce and consumer brand clients combined). In 2019, approximately 75% of our client relationships¹ were held directly with the client, whereby there was no advertising agency or any other third-party involved in our client relationship.

We believe our business is not substantially dependent on any particular client or group of clients. In 2017, 2018 and 2019, our largest client represented 1.9%, 2.0% and 2.8% of our revenue, respectively, and in 2017, 2018 and 2019, our largest 10 clients represented 11.2%, 11.7% and 11.4% of our revenue in the aggregate, respectively.

There is no group of customers under common control or customers that are affiliates of each other constituting an aggregate amount equal to 10% or more of our consolidated revenues, the loss of which would have a material adverse effect on Criteo.

We define a client to be a unique party from whom we have received an insertion order and delivered an advertisement during the previous 12 months. We count specific brands or divisions within the same business as distinct clients so long as those entities have signed separate insertion orders with us. On the other hand, we count a client who runs campaigns in multiple geographies as a single client, even though multiple insertion orders may be involved. When the insertion order is with an advertising agency, we generally consider the client on whose behalf the advertising campaign is conducted as the "client" for purposes of this calculation. In the event a client has its advertising spend with us managed by multiple agencies, that client is counted as a single client.

Our client base is composed of two client categories: the large customer category and the midmarket category. We define large customers as the top-50 or the top-100 commerce websites per vertical in a given geographic market, depending on the depth of that market, based on the number of monthly unique visitors as measured by comScore or other third-party providers of such information. We define a midmarket client as any client outside of the large customer category per vertical in a given geographic market, depending on the depth of that market, and with a certain minimum threshold number of unique monthly visitors to their digital property, as measured by comScore or other third-party providers of such information. This minimum threshold varies by market, but is generally around 40,000 unique monthly visitors for our more developed markets. The delineation between the large customer and midmarket categories is fluid and the Company may decide, from time to time, to move some clients from one category to another.

In 2018, we began a go-to-market transformation aimed at maximizing the commercial opportunity for our multi-solution offering. As part of this go-to-market transformation, we have taken a more granular approach to the segmentation of our client base and have divided our existing and addressable clients into six segments, based on clients' size and business potential with us. The top-two client segments belong to the large customer category and are serviced through a consultative approach delivered by a fully dedicated team of Criteo sales and account strategists. The middle-two client segments belong to the midmarket category and are serviced by an integrated and largely automated telesales approach. The lowest-two client segments also belong to the midmarket category and are meant to be entirely serviced through our self-service client platform, the self-registration and onboarding modules of which we started to roll out in 2019.

^{___________________________________________________} 

¹ Excluding Criteo Retail Media.

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Research and Development

We invest substantial resources in research and development to conduct fundamental research on artificial intelligence, machine-learning models, enhance the algorithms in Criteo AI Engine, develop new features and solutions, conduct quality assurance testing, improve our core technology and enhance our technology infrastructure. Our engineering group is primarily located in research and development centers in Paris, France; Grenoble, France; Palo Alto, California (until early 2020) and Ann Arbor, Michigan. We expect to continue to expand capabilities of our technology in the future and to invest significantly in continued research and development and new solutions efforts. We had close to 700 employees primarily engaged Research and Development and Product as of December 31, 2019. Research and development expenses, including expenses related to the Product group, totaled $173.9 million, $179.3 million and $172.6 million for 2017, 2018 and 2019, respectively.

Intellectual Property

Our intellectual property rights are a key component of our success. We rely on a combination of patent, trademark, copyright and trade secret laws, as well as confidentiality procedures and contractual restrictions, to establish, maintain and protect our proprietary rights. We generally require employees, consultants, clients, publishers, suppliers and partners to execute confidentiality agreements with us that restrict the disclosure of our intellectual property. We also generally require our employees and consultants to execute invention assignment agreements with us that protect our intellectual property rights.

Intellectual property laws, together with our efforts to protect our proprietary rights, provide only limited protection, and any of our intellectual property rights may be challenged, invalidated, circumvented, infringed or misappropriated. The laws of certain countries do not protect proprietary rights to the same extent as the laws of France and the United States and, therefore, in certain jurisdictions, we may be unable to protect our proprietary technology.

Agreements with our employees and consultants may also be breached, and we may not have adequate remedies to address any breach. Further, to the extent that our employees or consultants use intellectual property owned by others in their work for us, disputes may arise as to the rights to know-how and inventions relating thereto or resulting therefrom. 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 Platform or obtain and use information that we regard as proprietary.

As of December 31, 2019, we held five patents issued by the U.S. Patent and Trademark Office, one patent issued by the French Patent Office, one patent issued by the European Patent Office, one patent issued by the Japan Patent Office and one patent issued by the Korean Intellectual Property Office, and had filed 29 non-provisional U.S. patent applications, five European patent applications and one international patent application under the Patent Cooperation Treaty. 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.

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. From time to time, third parties, including certain of these leading companies, have asserted and may assert patent, copyright, trademark and other intellectual property rights against us, our clients or our publishers. Litigation and associated expenses may be necessary to enforce our proprietary rights.

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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 United States, Europe and elsewhere. The United States and foreign governments have enacted, considered or are considering legislation or regulations that could significantly restrict industry participants’ ability to collect, augment, analyze, use and share non-identifying data, such as by regulating the level of consumer notice and consent required before a company can utilize cookies or other tracking technologies.

In the United States, at both the federal and state level, there are laws that govern activities such as the collection and use of data by companies like us. At the federal level, online advertising activities in the United States have primarily been subject to regulation by the Federal Trade Commission, or the FTC, which has regularly relied upon Section 5 of the Federal Trade Commission Act, or Section 5, to enforce against unfair and deceptive trade practices, including alleged violations of consumer privacy interests. Various states have also enacted legislation that governs these practices. For example, on September 27, 2013, the governor of California signed into law AB 370, an amendment to the California Online Privacy Protection Act of 2003, or CalOPPA. This amendment requires that we disclose in our privacy policy how we respond to web browser "do not track" signals. Our current privacy policy discloses that we do not respond to web browser "do not track" signals but that we do respond to opt-out requests made through our proprietary opt-out button or through industry opt-out platforms (namely Network Advertising Initiative and Digital Advertising Alliance). However, the US privacy law framework may be subject to significant evolutions in the near future both at a federal and at a state level. At a federal level, law makers are currently considering the possibility of adopting a federal privacy law. While we cannot anticipate the chances of success and potential output of this initiative, the State of California already passed a new law (the California Consumer Privacy Act) intended to better protect the privacy of consumers. This new law came into force on January 1, 2020 and will notably impose more stringent obligations on companies regarding the level of information and control they provide to consumers about the collection and sharing of their data. This act also offers the possibility to any consumer who has suffered a violation of this act to recover statutory damages and could therefore open the door to additional risks of individual and class-action lawsuits.

In addition, the Criteo Platform reaches users throughout the world, including in Europe, Australia, Canada, South America and Asia-Pacific. As a result, some of our activities may also be subject to the laws of foreign jurisdictions. In particular, data protection laws in Europe can be more restrictive regarding the collection and use of data than those in U.S. jurisdictions.

In the European Union, the two main pillars of the data protection legal framework are the E-Privacy Directive (Directive on Privacy and Electronic Communications) and the General Data Protection Regulation, which was implemented in May 2018.

Directive 2002/581-EC (also called the E-Privacy Directive) was amended in November 2009 by Directive 2009/136/EC (the E-Privacy Directive Amendment) to introduce new requirements for EU companies like ours, along with advertisers and publishers, to present users with an information notice and obtain their consent prior to placing cookies or other tracking technologies for targeted advertising purposes. As there were different transpositions of the E-Privacy Directive Amendment in domestic laws across the EU Member States, there are currently different interpretations of what constitutes valid consent (e.g. explicit versus implied consent) across the EU, posing a risk of regulatory divergence and creating legal uncertainty for businesses.

The European institutions are in the process of examining a regulation proposal to review the E-Privacy Directive and the mechanisms for “cookie” consent are being re-discussed. The regulation proposal,  which has been discussed within the European Council Working Group for more than 2 years, was finally rejected by a large majority by the European Council at the COREPER meeting on November 22nd. An amended proposal is expected to be prepared by the European Commission in the coming weeks/months and submitted to European Council for review.

In December 2016, the EU institutions reached an agreement on a draft regulation that was formally adopted in April 2016, referred to as the General Data Protection Regulation ("GDPR"). The GDPR has updated principles drawn from the 1995 Data Protection Directive while imposing new levels of sanctions for non-compliance. The EU data protection authorities have also been granted power to impose administrative fines of up to a maximum of €20 million or 4% of the data controller's or data processor's global turnover for the preceding financial year, whichever is higher. We believe that the regulation has no material impact on our business or the way our technologies operate. However, GDPR is still a recent regulation with no established case law. Therefore interpretations of the GDPR may vary, especially with respect to the articulation between GDPR (lex generali) and E-Privacy Directive (lex speciali) and the conditions for the collection of a valid "cookie" consent, and thus there can be no assurance that this will not have any particular impact on our business, technologies or practices in the medium to long term.

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To illustrate this risk of different interpretations by the competent authorities, the Spanish Data Protection Authority (Agencia Espanola de Proteccion de Datos) recently published updated guidance in which it is stated that continuing to browse a website could constitute consent of a user for cookie tracking, while the French Data Protection Authority (Commission Nationale de l'Informatique et des Libertés) and UK Data Protection Authority (Information Commissioner's Office) are listing stricter requirements in their own updated guidance and seem to impose a very clear and specific statement of consent.

On January 14, 2020, CNIL published its draft recommendations on the use of cookies and other tracking technologies. The draft recommendations provide that, when required, consent must be indicated by a clear and positive action of the data subject, such as by clicking on an “accept all” button on the first layer of the consent management platform. CNIL also noted that it should be as easy to refuse consent to the use of cookies as it is to accept consent, and a “refuse all” button should be present on the first layer of the consent management platform, equivalent to the “accept all” button in terms of size, position and color. The recommendations are not binding, nor are they intended to be prescriptive and exhaustive. The recommendations were open to public consultation until February 25, 2020. We expect that a final version of the recommendations will be submitted for adoption soon thereafter.

As we continue to expand into other foreign jurisdictions, we may be subject to additional laws and regulations that may affect how we conduct business.

Self-Regulation

In addition to complying with extensive government regulations, we voluntarily and actively participate in several trade associations and industry self-regulatory groups that promulgate best practices or codes of conduct relating to targeted advertising. For example, the Internet Advertising Bureau EU & US, the Network Advertising Initiative, the European Digital Advertising Alliance and the Digital Advertising Alliance have developed and implemented guidance for companies to provide notice and choice to users regarding targeted advertising.

In addition to complying with such guidance, we 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. In an effort to harmonize the industry’s approach to internet-based advertising, these programs facilitate a user's ability to disable services of integrated providers, but also educate users on the potential benefits of online advertising, including access to free content and display of more relevant advertisements to them. The rules and policies of the self-regulatory programs that we participate in are updated from time to time and may impose additional restrictions upon us in the future.

Criteo became one of the first companies to broadly include an "Ad Choices" link in all the advertisements we deliver, which gives users access to clear, transparent, detailed and user-friendly information about personalized advertisements and the data practices associated with the advertisements they receive. 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, either for all campaigns or for a specific client or specific period of time.

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

To protect against unlawful advertiser and publisher content, we include restrictions on content in our terms and conditions. We also take a large variety of brand safety measures to ensure that the brand equity of our clients is preserved as much as possible. These measures include determining that each publisher's inventory meets our content requirements and those of our clients to ensure that their display advertisements are not shown in inappropriate content categories. For that purpose, we use numerous internal systems and processes to filter out inventory in real time, including the list of suspect IP addresses from the Trustworthy Accountability Group and the lists of invalid traffic from several specialized external vendors. With respect to our inventory purchased through RTB exchanges, we utilize a mix of proprietary methodologies as well as third-party software to verify that inventory where the advertisement placement is shown conforms to our advertising guidelines and the content expectations and branding guidelines of our clients.

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Government Regulation

In addition to the laws and regulations governing privacy and data protection described above, we are subject to numerous domestic and foreign laws and regulations covering a wide variety of subject matters. New laws and regulations (or new interpretations of existing laws and regulations) may also impact our business. The costs of compliance with these laws and regulations are high and are likely to increase in the future and any failure on our part to comply with these laws may subject us to significant liabilities and other penalties.

Competition

We compete in the broader market for digital advertising, primarily through Display Advertising. Our market is complex, rapidly evolving, highly competitive, and still fragmented yet rapidly consolidating. We face significant competition in this market, which we expect to intensify in the future, partially as a result of potential new entrants in our market, including but not limited to large well-established internet publishers and players, in particular as we continue to expand the breadth of the Criteo Platform. We currently compete with large, well-established companies, such as Google, Amazon and Facebook, independent Demand-Side Platforms ("DSPs") such as The Trade Desk or MediaMath, as well as smaller, privately held companies. Potential competition could emerge from large enterprise marketing platforms, like Adobe Systems Inc. ("Adobe"), Oracle Corporation ("Oracle") and Salesforce.com, Inc. ("Salesforce"), or public and private companies specialized in the Marketing Technology ("MarTech") space. In addition, web browsers, and desktop and mobile operating systems developed by large software companies like Google and Apple Inc. ("Apple") can have a significant influence and impact on the way we operate. We believe the principal competitive factors in our industry include:

• access to granular data, in particular commerce data, on a large scale;

• technology-based ability to activate data, in particular commerce data, for multiple marketing goals, including customer conversion;

• technology-based ability to generate advertisers' desired business outcomes, including, but not limited to, high return on advertising spend at scale;

• relevance and breadth of solutions to address numerous marketing goals;

• breadth and depth of consumer reach;

• advertiser control over the objectives, parameters and performance of their advertising campaigns through a modular, flexible and easy-to-use self-service interface;

• measurability of the advertising spend performance, based on clear and transparent measurement metrics;

• completeness and effectiveness of solutions across digital devices, commerce and advertising environments, platforms and operating systems, advertising channels and publisher environments;

• transparency of pricing models, aligning with the value propositions provided to advertisers;

• openness, transparency, security and fairness of data sharing and data management practices;

• client trust;

• global presence;

• client service and detailed, transparent client reporting available on a self-service basis;

• commitment to data protection and user privacy; and

• ease of use.

We believe that we are well positioned with respect to all of these factors and expect to continue to capture an increasing share of digital advertising budgets worldwide.

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Seasonality

Our client base consists primarily of commerce of companies in the retail, travel and classifieds industries, which we refer to as “commerce companies” or “commerce clients”. In the digital retail industry 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 may be particularly pronounced. Our commerce clients in the retail industry typically conduct fewer advertising campaigns in the first and second quarters than they do in other quarters, while our commerce clients in the travel industry typically increase their travel campaigns in the first and third quarters and conduct fewer advertising campaigns in the second quarter. As a result, our revenue tends to be seasonal in nature. If the seasonal fluctuations become more pronounced, our operating cash flows could fluctuate materially from period to period.

Employees

As of December 31, 2019, we had 2,755 employees. Our employees employed by French entities (1,032 employees) are represented by a labor union, employee representative bodies (works' council, employee delegates and a health and safety committee) and covered by collective bargaining agreements. We consider labor relations to be good and have not experienced any work stoppages, slowdowns or other serious labor problems that have materially impeded our business operations.

Financial Information about Segments and Regions

We manage our operations as a single reportable segment. For information about revenues, net income and total assets of our reporting segment, please see our audited consolidated financial statements included elsewhere in this Form 10-K. For a breakdown of our revenue and non-current assets by region, please see Note 26 to our audited consolidated financial statements included elsewhere in this Form 10-K. For information regarding risks associated with our international operations, please refer to the section entitled "Risk Factors" in Item 1A of Part I in this Form 10-K.

Available Information

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are made available, free of charge on our website, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the U.S. Securities and Exchange Commission (the "SEC"). These documents may be accessed through our website at www.criteo.com under "Investors." Information contained on, or that can be accessed through, our website does not constitute a part of this Form 10-K. We have included our website address in this Form 10-K solely as an inactive textual reference.

The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements and other information regarding registrants, such as Criteo, that file electronically with the SEC. 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.

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Item 1A Risk Factors

Investing in our ADSs involves a high degree of risk. You should carefully consider the following risks and all other information contained in this Form 10-K, including our consolidated financial statements and the related notes thereto, before investing in our ADSs. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, also may become important factors that affect us. If any of the following risks materialize, our business, financial condition and results of operations could be materially harmed. 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, adapt and respond effectively to rapidly changing technology, our offerings may become less competitive or obsolete. Our investments in new solutions and technologies to address new marketing goals for our clients are inherently risky and may not be successful.

Our industry and business is subject to rapid and frequent changes in technology, evolving client needs and the frequent introduction by our competitors of new and enhanced offerings. Our future success will depend on our ability to continuously enhance and improve our offerings to meet client needs, add functionality to and improve the performance of the Criteo Platform, and address technological and industry advancements. If we are unable to enhance our solutions to meet market demand in a timely manner, we may not be able to maintain our existing clients or attract new clients.

Historically, the Criteo model focused solely on converting our clients' website visitors into customers through our historical solution, Criteo Dynamic Retargeting. Since then, we have broadened our solutions portfolio to include additional marketing and monetization goals (including Awareness and Consideration) for commerce companies and consumer brands across web, apps and stores, which has required the investment of substantial resources.

However, our investments into these new solutions and technologies are inherently risky and may not be successful. First, we believe that broadening our solutions portfolio to include additional marketing and monetization goals is important to achieving our vision for the Company and positioning Criteo for future success. However, many of these marketing and monetization goals are new to us, and we have had to invest substantial resources to adapt our model, pricing and organization to support this expansion. Similarly, we do not have a long or established track record of competing successfully in this space. If we are not successful in expanding our solutions along broader marketing goals, in particular along the Awareness and Consideration marketing goals, our results of operations could be adversely affected. Further, our current and potential clients may not shift as quickly as we expect or at all to new advertising methods, such as in-app, reducing our growth potential. If the market for these channels deteriorates or develops more slowly than we expect, it could reduce our growth prospects and our financial condition may be adversely affected.

In addition, we have made, and intend to continue to make, substantial investments in research and development in order to further strengthen Criteo AI Engine and scale our technology platform. However, if we are unable to continuously enhance and improve our offerings, we may be unable to respond effectively to changes in our industry, technology or user preferences, and our solutions may become less competitive or obsolete.

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Our ability to generate revenue depends on our collection of significant amounts of data from various sources, which may be restricted by consumer choice, restrictions imposed by clients, publishers and browsers or other software, changes in technology, and new developments in laws, regulations and industry standards.

Our ability to optimize the delivery of internet advertisements for our clients depends on our ability to successfully leverage data, including data that we collect from our clients, data we receive from our publisher partners and third parties, and data from our own operating history. Using cookies and non-cookie based mechanisms, such as hashed emails, mobile advertising identifiers, we collect information about the interactions of users with our clients’ and publishers’ digital properties (including, for example, information about the placement of advertisements and users’ shopping or other interactions with our clients’ websites or advertisements). Our ability to successfully leverage such data depends on our continued ability to access and use such data, which could be restricted by a number of factors, including consumer choice, restrictions imposed by counterparties (including clients, supply sources and publishers, who may also compete with us for advertising spend and inventory) and web browser developers or other software developers, changes in technology, including changes in web browser technology, and new developments in, or new interpretations of, laws, regulations and industry standards.

Consumer resistance to the collection and sharing of the data used to deliver targeted advertising, increased visibility of consent or "do not track" mechanisms as a result of industry regulatory and/or legal developments or industry practices, the adoption by consumers of browsers settings or "ad-blocking" software and the development and deployment of new technologies could materially impact our ability to collect data or reduce our ability to deliver relevant advertisements, which could materially impair the results of our operations.

Similarly, web browser developers, such as Apple, Mozilla Foundation, Microsoft Corp. ("Microsoft") or Google, have implemented or may implement changes in browser or device functionality that impair our ability to understand the preferences of consumers, including by limiting the use of third-party cookies or other tracking technologies or data indicating or predicting consumer preferences. For example, Google previously announced that it will introduce privacy features to its Chrome web browser, which aim to provide users with increased transparency and control with respect to the collection and use of user data by third parties or limit the use of third-party cookies. Additionally, in January 2020 Google announced that it plans to phase out support for third-party cookies in Chrome within the next two years. Google controls more than 60% of the browser market and has an even more dominant position in the digital advertising market. These web browser developers have significant resources at their disposal and command substantial market share, and any restrictions they impose could foreclose our ability to understand the preferences of a substantial number of consumers. We already have solutions, through our direct publisher integrations, our mobile-ID based solutions in apps and Criteo Retail Media, that operate using either first-party or cookie-less mechanisms, representing close to 50% of our business in fiscal year 2019. This means close to 50% of our business was already independent from third-party cookies as of the end of 2019. In addition, we have a detailed identity resolution plan, leveraging our differentiated assets around first-party integrations with all our clients and our direct publishers, as well as our larger ID Graph and other capabilities, to help us make the remaining 50% of our business independent from third-party cookies. However, 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.

Furthermore, any restrictions on our access to data could cause the overall quantity of the data we collect on consumers to be diminished. If we are unable to mitigate the impacts on our business of any such restrictions for a substantial period of time, as a result of such diminution in collected data, the accuracy, effectiveness and value of our offerings could be materially impacted.

Similarly, Internet users are increasingly able to download free or paid “ad-blocking” software, including on mobile devices, which prevent third-party cookies from being stored on a user’s computer and block advertisements from being displayed to such user.

In addition, search engines and other service providers that explicitly do not allow the tracking of data, such as DuckDuckGo, Inc., may be growing in popularity. If a significant number of web browser users download such “ad-blocking” software or switch to advertising-free services or platforms, our business could be materially impacted. Further, mobile devices allow users to opt out of the use of mobile device IDs for targeted advertising. For in-app advertising, data regarding interactions between users and devices are tracked mostly through stable, pseudonymous mobile device identifiers that are built into the device operating system with privacy controls that allow users to express a preference with respect to data collection for advertising, including to disable the identifier. These identifiers and privacy controls are defined by the developers of the mobile platforms and could be changed by the mobile platforms in a way that may negatively impact our business.

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Further, operating systems such as Apple’s iOS and Google’s Android may implement changes in how app developers should use advertising identifiers. If this occurs, our business, including our App business and our Criteo Shopper Graph, may be materially impacted. In addition, if we fail to comply with user choices and settings, we may experience legal and reputational harm to our business. User privacy features of other channels of programmatic advertising, such as Connected TV or over-the-top video, are still developing. Technical or policy changes, including regulation or industry self-regulation, could harm our growth in those channels.

The data we gather is important to the continued development and success of Criteo Shopper Graph, which is a key element of the Criteo Platform. With Criteo Shopper Graph, we are building one the world's largest data sets focused on shopping data. If too few of our clients provide us with the permission to share their data or if our clients choose to stop sharing their data, or if regulatory or other factors inhibit or restrict us from maintaining the data collectives underlying Criteo Shopper Graph, the value of Criteo Shopper Graph could be materially diminished and our business could be materially impacted.

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

• the failure of our network, hardware, or software systems, or the network, hardware, or software systems of our clients;

• decisions by some of our clients or publishers to restrict our ability to collect data from them, third parties and users or to refuse to implement mechanisms we request to ensure compliance with our legal obligations;

• changes in device functionality and settings, and other new technologies, which make it easier for users to prevent the placement of cookies or other tracking technologies and impact our publishers’ or our clients’ ability to collect and use data;

• changes by large internet and technology companies to the nature of Display Advertising (for example, any changes in Apple’s Identifier for Advertising, or IDFA, that could prevent us from identifying users and associating particular browsing behaviors to those users as they use mobile applications that run on Apple’s operating system);

• changes in traffic filtering performed by various internet service providers, causing some of the information we use for tracking to be removed before requests are sent to our servers;

• our inability to develop an identity graph that is strong enough to properly match users and track sales across an increasing number of devices and environments;

• our inability to grow our client and publisher base in new industry verticals and geographic markets in order to obtain the critical mass of data necessary for Criteo AI Engine to perform optimally in such new industry verticals or geographic markets;

• the growth of advertising inventory available within "walled-garden" publisher environments, which may restrict our ability to use such inventory effectively and in an optimized way for advertisers, outstripping the growth of other advertising inventory available on the market;

• malicious traffic (such as non-human traffic) that introduces "noise" in the information that we collect from clients and publishers;

• interruptions, failures or defects in our data collection, mining, analysis and storage systems; and

• changes in laws, rules, regulations and industry standards or increased enforcement of laws, rules, regulations and industry standards in or across any of the geographies in which we operate or may want to operate in the future.

Any of the above described limitations on our ability to successfully collect, utilize and leverage data could also materially impair the optimal performance of Criteo AI Engine and severely limit our ability to reach and engage users with our advertisements, which would harm our business and adversely impact our future results of operations.

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The third parties upon which we rely for access to data and revenue opportunities may implement technical restrictions that impede our access to such data and revenue opportunities, which could materially impact our business and results of operations. 

A substantial portion of the data we rely on comes from our publisher partners and other third parties, including advertising exchange platforms (including supply-side platforms, or “SSPs”, such as Google's Ad Manager). Similarly, we rely on our publisher partners, advertising exchange platforms and other third parties for opportunities to serve advertisements through which we generate our revenue. Our ability to successfully leverage such data and successfully generate revenue from such opportunities could be impacted by restrictions imposed by or on our publisher partners or other third parties, including restrictions on our ability to use or read cookies or other tracking features or our ability to use real-time bidding networks or other bidding networks. 

For example, in light of the GDPR, some SSPs imposed restrictions on our ability to bid on opportunities to serve ads. Third-party publishers are responsible under GDPR for gathering necessary user consents and indicating to SSPs that Criteo has been approved by the applicable users. As part of their efforts to comply with their understanding of the requirements of the GDPR, which are subject to interpretation, certain SSPs that run advertising exchanges have required actions from such third party publishers with respect to such consents that appear to be stricter than what the regulations require. 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.

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.

We face intense and increasing competition for employee talent, and if we do not retain and continue to attract highly skilled talent or retain our senior management team and other key employees, we may not be able to sustain our growth or achieve our business objectives.

Our future success depends on our ability to continue to attract, retain and motivate highly skilled employees, particularly AI experts, software engineers and other employees with the technical skills that enable us to deliver effective advertising solutions, client sales and publisher partnership representatives with experience in digital advertising, in particular in Display Advertising, and more broadly employees that are highly qualified in their areas of expertise to support and grow our operations. Competition for highly skilled employees in our industry is intense, in particular in the fields of artificial intelligence 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 even more aggressively.

Our future success also depends on the continued service of our senior management team. Our management team has been and may again be spread across multiple physical locations and geographies, which can strain the organization and make coordinated management more challenging.

We may be unable to attract or retain the management and highly skilled personnel who are critical to our success, which could hinder our ability to keep pace with innovation and technological change in our industry or result in harm to our key client and publisher relationships, loss of key information, expertise or proprietary knowledge and unanticipated recruitment and training costs. The loss of the services of our senior management or other key employees could make it more difficult to successfully operate our business and pursue our business goals.

The market in which we participate is intensely competitive, and we may not be able to compete successfully with our current or future competitors.

The market for internet advertising solutions is highly competitive and rapidly changing. New technologies and methods of buying advertising present a dynamic competitive challenge as market participants offer multiple new products and services aimed at facilitating and/or capturing advertising spend. With the introduction of new technologies and the influx of new entrants to the market, we expect competition to persist and intensify in the future, which could harm our ability to increase sales and maintain our profitability.

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We compete in the broader market for digital advertising, primarily through Display Advertising. This market is rapidly evolving, highly competitive, complex and still fragmented, although rapidly consolidating. We face significant competition in this market, and we expect that competition will intensify in the future, in particular as we continue to expand the breadth of our offerings.

In addition to competing for advertising spend, we compete with many companies for advertising inventory, some of whom also operate their own advertising networks or exchanges from which we buy advertising inventory. Some of these companies that we compete with, either for advertising spend or for advertising inventory, may also be our clients or affiliated with our clients or important sources of advertising inventory. Competitive pressure may incentivize such companies to cease to be our clients or cease to provide us with access to their advertising inventory. If this were to occur, our ability to place advertisements would be significantly impaired and our results of operations would be adversely affected.

Along with existing competitors and intermediaries, new competitors are entering our marketplace and may continue to do so in the future. In particular, large established companies such as Adobe (which acquired Omniture, Inc., Efficient Frontier, Inc. and TubeMogul, Inc.), Verizon, Inc. (which acquired AOL, Inc., which in turn had previously acquired Platform-A, Inc. (advertising.com), Millennial Media, and Yahoo!), Alliance Data (which acquired Conversant, Inc., which in turn had previously acquired Dotomi), Ve Interactive (which acquired eBay's display retargeting business, which in turn had previously acquired both Fetchback, Inc. and GSI Commerce Inc.), Tesco plc (which acquired Sociomantic Labs) and AdRoll have been entering our marketplace. Similarly, existing competitors may intensify or broaden the manner in which they compete with us. Notably, for example, Amazon, Google and Facebook have been expanding their advertising and marketing platforms and have been making substantial investments in artificial intelligence and data science capabilities, which, to a large extent, could compete with Criteo AI Engine. Large and established internet and technology companies such as those mentioned above may have the power to significantly change the very nature of the Display Advertising marketplaces in ways that could materially disadvantage us. For example, Amazon, Apple, Facebook, Google and Microsoft have a significant share of widely adopted industry platforms such as web browsers, mobile operating systems and advertising exchanges and networks.

These companies could leverage their positions to make changes to their web browsers, mobile operating systems, platforms, exchanges, networks or other solutions or services that could be significantly harmful to our business and results of operations. These companies also have significantly larger resources than we do, and in many cases have advantageous competitive positions in popular products and services like Gmail, YouTube, Chrome, Facebook and Instagram, which they can use to their advantage. Furthermore, our competitors include large and established internet and technology companies that have invested substantial resources in innovation, which could lead to technological advancements that change the competitive dynamics of our business in ways that we may not be able to predict.

In addition to direct competition, we also face competition for advertising spend from within our own clients. Large advertisers are increasingly developing in-house advertising technologies, facilitated by self-service tools offered by internet and technology companies like Adobe and Google. Similarly, large enterprise marketing platforms, like Adobe, Oracle, and Salesforce.com, Inc., could create tools that offer our clients additional opportunities to allocate advertising dollars to in-house campaigns.

Competition could also hinder the success of new advertising solutions that we offer in the future.

For example, Amazon has a strong presence in "sponsored products" and other advertising formats on its platform and directly competes with certain Criteo Retail Media solutions for advertising spend. As we seek to grow our business and expand our offerings, such competition could become more intense.

Our current and potential competitors may have significantly more financial, technical, marketing and other resources than we have, be able to devote greater resources to the development, promotion, sale and support of their products and services, have more extensive client bases and broader publisher relationships than we have, and have longer operating histories and greater name recognition than we have. As a result, these competitors may be able to respond more quickly to technological changes, develop deeper client relationships or offer services at lower prices.

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Existing or new competitors could develop, market or resell competitive high-value advertising solutions or services, acquire one of our existing competitors or form a strategic alliance with one of our competitors. If any of such risks were to materialize, our ability to compete effectively could be significantly compromised and our results of operations could be harmed. Any of these developments would make it more difficult for us to sell our offerings and could result in increased pricing pressure, reduced gross margins, increased sales and marketing expense and/or the loss of market share.

If we fail to access a consistent supply of advertising inventory and expand our access to such inventory, our business and results of operations could be harmed.

Essentially all of our revenue is derived from placing advertisements on publisher digital properties that we do not own. As a result, we do not own or control the advertising inventory upon which our business depends. We currently access advertising inventory through various channels, including through direct relationships with publishers, advertising exchange platforms (such as Google's Ad Manager, Twitter's MoPub and Microsoft’s Ad Exchange) and other platforms that aggregate the supply of advertising inventory, such as Appnexus Inc., The Rubicon Project, Inc., PubMatic, Inc., Taboola, Inc., Baidu, Inc. and Yandex N.V.

Since many widely used aggregators of advertising inventory are owned by companies that may compete with us for clients, competitive pressure may incentivize these companies to limit our access to advertising inventory available through their platforms. For example, in September 2019 we filed a complaint with the French Competition Authority against Facebook, due to Facebook’s gradual exclusion of companies including Criteo from the Facebook platform. The fact that advertising inventory available within "walled-garden" publisher environments, which may restrict our ability to use such inventory effectively and in an optimized way for advertisers, tends to grow faster than other advertising inventory available on the market, may limit the growth of our access to advertising inventory or our mere access to it overall. In addition, industry or technological changes may affect our access to inventory or the price we pay for inventory.

Similarly, our ability to continue to purchase inventory from many of the publishers with whom we have direct relationships depends in part on our ability to consistently pay sufficiently competitive CPMs for their advertising inventory, or in the case of some Criteo Retail Media solutions, to generate sufficient advertising revenue for retailers, as well as our ability to offer advertisements from high quality companies. 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 internet display advertisements on a profitable basis. We may in the future have to increasingly rely on direct relationships with strong publisher partners in order to maintain the necessary access to quality advertising inventory, and we may not be able to do so on terms that are favorable to us. In addition, to support the growth of our solutions for the Awareness and Consideration marketing goals—aimed at generating brand awareness for clients and driving new visitors or prospective customers for clients—we will need to expand our access to video inventory, both in the web and in mobile applications, the price of which may not be available on terms that are favorable to us.

Additionally, we are party to certain agreements with partners that provide us with preferred access to inventory. If the terms of those agreements change and we lose our preferred access, then our financial results could be adversely affected.

We cannot guarantee that we will successfully grow our direct relationships with new publishers or maintain or expand our access to quality advertising inventory through other channels. In addition, even if we do grow our direct relationships, we cannot assure you that those direct relationships with publishers will be on terms favorable to us. Similarly, we may not be able to expand our access to video inventory and in-app inventory to the extent necessary to monetize these opportunities. If we are not successful, our business and results of operations could be harmed.

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The failure by Criteo AI Engine to accurately predict engagement by users could result in significant costs to us, lost revenue and diminished advertising inventory.

The effective delivery of our digital advertising solution depends on the ability of Criteo AI Engine to predict the likelihood that a consumer will engage with any given internet display advertisement with a sufficient degree of accuracy that our clients can achieve desirable returns on their advertising spend. 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 more recently started evolving our pricing models alongside our broader suite of solutions, to now include a combination of cost-per-install and cost-per-impression for selected new solutions, in addition to cost-per-click, as well as subscription-type pricing model for large retailers using our technology platform as part of our Criteo Retail Media offering, the majority of our revenue is generated through cost-per-click pricing models.

Our agreements with clients are open-ended and often do not include a spending minimum. Similarly, our contracts with publishers generally do not include long-term obligations requiring them to make their inventory available to us over long periods of time. Therefore, we need to continuously deliver satisfactory results for our clients and publishers in order to maintain and increase revenue, which in turn depends in part on the optimal functioning of Criteo AI Engine.

In addition, as we have increased the number of clients and publishers that use our offerings on a global basis, we have experienced significant growth in the amount and complexity of data processed by Criteo AI Engine and the number of advertising impressions we deliver.

As the amount of data and number of variables processed by Criteo AI Engine increase, the risk of errors in the type of data collected, stored, generated or accessed also increases. In addition, the calculations that the algorithms must compute become increasingly complex and the likelihood of any defects or errors increases.

If we were to experience significant errors or defects in Criteo AI Engine, our solution could be impaired or stop working altogether, which could prevent us from purchasing any advertising inventory and generating any revenue until the errors or defects were detected and corrected. Other negative consequences from significant errors or defects in Criteo AI Engine could include:

• a loss of clients and publishers;

• a decrease in inventory purchased by clients;

• fewer consumer visits to our client websites or mobile applications;

• lower click-through rates;

• lower conversion rates;

• lower profitability per impression, up to and including negative margins;

• faulty inventory purchase decisions for which we may need to bear the cost;

• lower return on advertising spend for our clients;

• lower price for the advertising inventory we are able to offer to publishers;

• delivery of advertisements that are less relevant or irrelevant to users;

• liability for damages or regulatory inquiries or lawsuits; and

• harm to our reputation.

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Furthermore, the ability of Criteo AI Engine to accurately predict engagement by a user depends in part on our ability to continuously innovate and improve the algorithms underlying Criteo AI Engine in order to deliver positive results for our clients and publishers that can be clearly attributed to the services we provide. The failure to do so could result in delivering poor performance for our clients and a reduced ability to secure advertising inventory from publishers.

If failures in Criteo AI Engine or our inability to innovate and improve the algorithms underlying Criteo AI Engine result in our clients and publishers ceasing to partner with us, we cannot guarantee that we will be able to replace, in a timely or effective manner, departing clients with new clients that generate comparable revenue or departing publishers with new publishers that offer similar internet advertising inventory.

As a result, the failure by Criteo AI Engine to accurately predict engagement of users and to continue to do so over time could result in significant costs to us, lost revenue and diminished advertising inventory.

The proper functioning of Criteo AI Engine may be impaired by fraudulent or malicious activity, including non-human traffic.

Fraudulent or malicious activity, including non-human traffic, could impair the proper functioning of Criteo AI Engine. For example, the use of bots or other automated or manual mechanisms to generate fraudulent clicks or misattribute clicks on advertisements we deliver could overstate the performance of our advertising. Preventing and combating fraud requires constant vigilance, and we may not always be successful in our efforts to do so. It may be difficult to detect fraudulent or malicious activity, particularly because the perpetrators of such activity, which may include foreign governments, may have significant resources at their disposal, may frequently change their tactics and may become more sophisticated, requiring us to improve our processes for detecting and controlling such activity. Such fraudulent or malicious activity could result in negative publicity and reputational harm and require significant additional management time and attention.

Further, if we fail to detect or prevent fraudulent or malicious activity, our clients may experience or perceive a reduced return on their investment or heightened risk associated with the use of our solutions, resulting in refusals to pay, demands for refunds, loss of confidence, withdrawal of future business and potential legal claims. Due to the higher CPM paid for video advertisements, the risk of fraudulent traffic may increase as we increase our purchasing of video inventory.

If we show advertising or inventory that is fraudulent, we may lose the trust of our clients, which would harm our brand and reputation. If potential clients perceive that Criteo AI Engine is vulnerable to bots or similar non-human traffic, fraudulent clicks or other malicious activity, we may not be able to maintain our existing clients or attract new clients. As a result, our business could suffer and our results of operations could be materially impacted.

Regulatory, legislative or self-regulatory developments regarding internet privacy matters could adversely affect our ability to conduct our business.

The United States and foreign governments have enacted, considered or are considering legislation or regulations that could significantly restrict our ability to collect, process, use, transfer and pool data collected from and about consumers and devices. Trade associations and industry self-regulatory groups have also promulgated best practices and other industry standards relating to targeted advertising. Various U.S. and foreign governments, self-regulatory bodies and public advocacy groups have called for new regulations specifically directed at the digital advertising industry, and we expect to see an increase in legislation, regulation and self-regulation in this area. The legal, regulatory and judicial environment we face around privacy and other matters is constantly evolving and can be subject to significant change. For example, the General Data Protection Regulation, or GDPR, which was agreed by EU institutions in 2016 and came into effect after a two year transition period on May 25, 2018, updated and modernized the principles of the 1995 Data Protection Directive and significantly increases the level of sanctions for non-compliance.

In the European Union, the two main pillars of the data protection legal framework are the E-Privacy Directive (Directive on Privacy and Electronic Communications) and the General Data Protection Regulation.

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The E-Privacy Directive was amended in November 2009 by Directive 2009/136/EC (the E-Privacy Directive Amendment) to introduce new requirements for EU companies like ours, along with advertisers and publishers, to present users with an information notice and obtain their consent prior to placing cookies or other tracking technologies for targeted advertising purposes. As there were different transpositions of the E-Privacy Directive Amendment in domestic laws across the EU Member States, there are currently different interpretations of what constitutes valid consent (e.g. explicit versus implied consent) across the EU, posing a risk of regulatory divergence and creating legal uncertainty for businesses.

To illustrate this risk of different interpretations by the competent authorities, the Spanish Data Protection Authority (Agencia Espanola de Proteccion de Datos) recently published updated guidance in which it is stated that continuing to browse a website could constitute consent of a user for cookie tracking, while the French Data Protection Authority (Commission Nationale de l'Informatique et des Libertés, or CNIL) and UK Data Protection Authority (Information Commissioner's Office) are listing stricter requirements in their own updated guidance and seem to impose a very clear and specific statement of consent.

On January 14, 2020, CNIL published its draft recommendations on the use of cookies and other tracking technologies. The draft recommendations provide that, when required, consent must be indicated by a clear and positive action of the data subject, such as by clicking on an “accept all” button on the first layer of the consent management platform. CNIL also noted that it should be as easy to refuse consent to the use of cookies as it is to accept consent, and a “refuse all” button should be present on the first layer of the consent management platform, equivalent to the “accept all” button in terms of size, position and color. The recommendations are not binding, nor are they intended to be prescriptive and exhaustive. The recommendations were open to public consultation until February 25, 2020. We expect that a final version of the recommendations will be submitted for adoption soon thereafter.

Data Protection Authorities will 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. Similarly, the E-Privacy Regulation, which drafting was launched by the European Parliament in October 2016, could result in, once new regulation is enacted, new rules and mechanisms for "cookie" consent.

In addition, the interpretation and application of data protection laws in the United States, Europe and elsewhere are often uncertain and in flux. For example, on October 6, 2015, the European Court of Justice invalidated the EU-US Safe Harbor framework, which we relied on to operate our data transfers both internally (for HR, CRM and other back-office data processing) and with several U.S.-based partners (notably RTB platforms). Following the Safe Harbor invalidation, in July 2016, the European Commission announced the formal adoption of the "EU-US Privacy Shield." We elected to rely on the Standard Contractual Clauses of the European Commission to secure our data transfers, but we cannot anticipate whether this legal scheme will be compromised in the future. Legislative and regulatory authorities around the world may decide to enact additional legislation or regulations, which could reduce the amount of data we can collect or process and, as a result, significantly impact our business.

In 2018, the State of California adopted the California Consumer Privacy Act of 2018, or the CCPA. The CCPA has been characterized as the first “GDPR-like” privacy statute to be enacted in the U.S. because its scope, and a number of the key provisions, resemble the GDPR.

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. As currently enacted, we and partners in our industry have been required to comply with these requirements since January 1, 2020, when the CCPA became effective. As with GDPR, the advertising technology marketplace may have to adapt to operating under the CCPA where it applies. Our advertising or publishing partners may impose new CCPA restrictions with which we must adapt and comply. We cannot predict the timing or outcome of this adaptation or the effect on our business. Adapting our business to the CCPA could involve substantial resources and expense, and may cause us to divert resources from other aspects of our business, all of which may adversely affect our business.

Similarly, clarifications of and changes to these existing and proposed laws, regulations, judicial interpretations and industry standards can be costly to comply with, and we may be unable to pass along those costs to our clients in the form of increased fees, which may negatively affect our operating results.

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Such changes can also delay or impede the development of new solutions, result in negative publicity and reputational harm, require significant incremental 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. 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.

Finally, our legal and financial exposure often depends in part on our clients’ or other third parties' adherence to privacy laws and regulations and their use of our services in ways consistent with visitors’ expectations. We rely on representations made to us by clients that they will comply with all applicable laws, including all relevant privacy and data protection regulations. We make reasonable efforts to enforce such representations and contractual requirements, but we do not fully audit our clients’ compliance with our recommended disclosures or their adherence to privacy laws and regulations.

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 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.

In 2016, the Commission Nationale de l'Informatique et des Libertés ("CNIL") commenced an inquiry into our compliance with French data privacy laws. The inquiry is now closed. At this stage, there can be no assurance that there will not be further inquiries with respect to our compliance with privacy laws from CNIL or regulatory bodies in other jurisdictions.

Similarly, in November 2018, Privacy International filed a complaint with relevant data protection authorities against Criteo and a number of other similarly situated advertising technology companies, arguing that certain of these companies' practices do not comply with the GDPR. In January 2020, CNIL opened a formal investigation into Criteo in response to this complaint. There can be no assurance that action will not be required as a result.

Our business depends on our ability to maintain the quality of content for our clients and publishers.

Our clients' satisfaction depends on our ability to place advertisements with publisher content that is well-suited to the client's product or service. If we are unable to keep our clients’ advertisements from being placed in unlawful or inappropriate content, our reputation and business may suffer. In particular, we could be treated as a spammer and blocked by internet service providers or regulators. In addition, if we place advertisements on websites containing content that is not permitted under the terms of the applicable agreements with a client, we may be unable to charge the client for impressions or clicks generated on those sites, the client may terminate their campaign, the client may require us to indemnify them for any resulting third party claims, or the client may allege breach of contract. Further, our publishers and exchange partners rely upon us not to place advertisements on their websites, the content of which is unlawful or inappropriate. As we grow our business to serve a larger number of smaller clients using self-service tools with less intervention by us, it could become more challenging to prevent inappropriate or unlawful advertisements from being shown. If we are unable to maintain the quality of our client and publisher content as the number of clients and publishers we work with continues to grow, our reputation and business may suffer and we may not be able to retain or secure additional clients or publisher relationships.

We may not be able to effectively integrate the businesses we acquire, which may adversely affect our ability to achieve our growth and business objectives.

Over the past five years, we have acquired Manage.com Group, Inc., Storetail SA, HookLogic, Monsieur Drive SAS and three other businesses. We may seek to acquire additional businesses, products, solutions, technologies or teams in the future. 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 practices or revenue recognition or other accounting practices.

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Any acquisition or investment may require us to use significant amounts of cash, issue potentially dilutive equity securities or incur debt, contingent liabilities or amortization of expenses, or impairment of goodwill and/or purchased long-lived assets, and restructuring charges, any of which could harm our financial condition or results. In addition, acquisitions, including our recent acquisitions, involve numerous risks, any of which could harm our business, including:

• difficulties in integrating the operations, technologies, services and personnel of acquired businesses, especially if those businesses operate outside of our core competency;

• the need to integrate operations across different geographies, cultures and languages and to address the particular economic, currency, political and regulatory risks associated with specific countries;

• cultural challenges associated with integrating employees from the acquired company into our organization;

• ineffectiveness, lack of scalability, or incompatibility of acquired technologies or services;

• potential loss of key employees of acquired businesses;

• inability to maintain the key business relationships and the reputation of acquired businesses;

• failure to successfully further develop the acquired technology in order to recoup our investment;

• unfavorable reputation and perception of the acquired product or technology by the general public;

• diversion of management’s attention from other business concerns;

• liability or litigation for activities of the acquired business, including claims from terminated employees, clients, former shareholders or other third parties;

• implementation or remediation of controls, practices, procedures and policies at acquired businesses, including the costs necessary to establish and maintain effective internal controls; and

• increased fixed costs.

There can be no assurance that we will be able to successfully integrate the businesses that we acquire or that we will be able to leverage the acquired commercial relationships or technologies in the manner we anticipate. If we are unable to successfully integrate the businesses we have acquired or any business, product, solution or technology 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.

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Our international operations and expansion expose us to several risks.

As of December 31, 2019, we had a direct operating presence through 29 offices located in 19 countries and did business in 103 countries. Our primary research and development operations are located in France and the United States. In addition, we currently have international offices outside of France and the United States, which focus primarily on selling and implementing our offerings in those regions. In the future, we may expand to other international locations. Our current global operations and future initiatives involve a variety of risks, including:

• localization of the product interface and systems, including translation into foreign languages and adaptation for local practices;

• 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 (including requirements that user data be stored locally in a given country) and user privacy, consumer protection, spam and content, which laws and regulations may be inconsistent across jurisdictions;

• more stringent regulations relating to data security and the unauthorized use of, or access to, commercial and personal information, particularly in the European Union;

• taxation in a variety of jurisdictions with increasingly complex tax laws, the application of which can be uncertain;

• intensity of local competition for digital advertising budgets and internet display inventory;

• unexpected changes in laws and regulatory requirements, trade laws, tariffs, export quotas, customs duties or other trade restrictions;

• labor regulations and labor laws that can be interpreted as more advantageous to employees than those in the United States, including with respect to deemed hourly wage and overtime regulations;

• changes in a specific country’s or region’s political or economic conditions;

• challenges inherent to hiring and efficiently managing an increased number of employees over large geographic distances, including the need to implement appropriate systems, policies, benefits and compliance programs, and the increasing complexity of the organizational structure required to support expansion into multiple geographies;

• the difficulty of maintaining our corporate culture of rapid innovation and teamwork that has been central to our growth in the face of an increasingly geographically diverse workforce;

• risks resulting from changes in currency exchange rates and the implementation of exchange controls, including restrictions promulgated by the Office of Foreign Assets Control of the U.S. Department of the Treasury, and other similar trade protection regulations and measures in the United States or in other jurisdictions;

• reduced ability to timely collect amounts owed to us by our clients in countries where our recourse may be more limited;

• limitations on our ability to reinvest earnings from operations derived from one country to fund the capital needs of our operations in other countries

• restrictions on foreign ownership and investments;

• limited or unfavorable intellectual property protection;

• exposure to liabilities under anti-money laundering laws, international and international sanction requirements and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act and similar laws and regulations in other jurisdictions; and

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• restrictions on repatriation of earnings.

We have one U.K. subsidiary, some of our operations are in the U.K., and some of our customers and partners pay us in British Pounds and Euros. It is unclear what impact Brexit will have on our business in the U.K., EU and elsewhere globally. Brexit may adversely affect economic conditions in the U.K., EU and elsewhere across the globe, and could contribute to volatility in foreign exchange markets with respect to the British Pound and Euro, which we may not be able to effectively manage, and our financial results could be adversely affected. Further, Brexit may add additional complexity to our European operations, which are headquartered in Paris, France. Accordingly, we cannot predict the additional expense, impact on revenue, or other business impact that may stem from Brexit.

We have established operations in geographies such as China, India, Brazil and Russia, and may establish operations in additional geographies in the near future, where we may face more complex regulatory environments and market conditions than those we have experienced in markets where we currently operate. If we invest substantial time and resources to expand our international operations and are unable to execute successfully or in a timely manner, our business and results of operations could suffer, and we may not be able to achieve our business and growth objectives.

Additionally, operating in international markets also requires significant management attention and financial resources. We cannot be certain that the investment and additional resources required in establishing operations in other countries will produce desired levels of revenue or profitability.

Our future success depends on our ability to scale our offerings as our business grows.

As our business grows, it may become increasingly difficult to maintain the proper functioning of Criteo AI Engine as we continue to collect increasing amounts of data from new geographic markets, new advertising channels, new industry verticals and a growing base of clients. We currently process 250 terabytes of additional compressed data every day, with total storage capacity exceeding 750,000 terabytes and 2,000 terabytes of random-access memory. However, future growth could exceed these rates, and our ability to scale our offerings to keep pace with the amount of data we process may be impaired by failure of software or hardware (including storage, processing, support and security infrastructure).

As a result, our operations might suffer from unanticipated system disruptions or slow processing or reporting which could negatively affect our reputation and ability to attract and retain clients. In addition, the expansion and improvement of our systems and infrastructure may require us to commit substantial financial, operational and technical resources, with no assurance our business will increase.

Furthermore, inventory-related traffic continues to increase faster than our revenue has grown over the past few years. Reducing the cost and improving the efficiency of our infrastructure may require us to invest an increasing percentage of our revenue, and there can be no assurance that we will be successful. Similarly, advancements in machine learning approaches and other technology may require us to upgrade or replace essential hardware (such as GPUs), which could involve substantial resources and could be difficult to implement.

If we fail to respond to technological change or to adequately maintain, expand, upgrade and develop our systems and infrastructure in a timely fashion, our growth prospects and results of operations could be adversely affected.

Moreover, even if we are able to expand our computing and other infrastructure to keep pace with the industry-related traffic growth, it may be too costly for us to continue to provide services under our current business model and capital expense assumptions and our profitability and results of operations may suffer.

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If we fail to manage our growth and the shift in our client portfolio towards the midmarket effectively, we may be unable to execute our business plan or maintain high levels of client and publisher satisfaction.

We have experienced, and may in the future experience, rapid growth and changes in our client portfolio, which have created, and may continue to create, challenges to the quality of our service to our clients, and which have placed, and may continue to place, significant demands on our management and our operational and financial resources.

For example, over the past few years, the size of our midmarket business has grown significantly as a proportion of our overall business, and we expect it to continue to do so in the future. As our business shifts toward the midmarket category, there are several additional risks to our business, including risks relating to the financial stability of our clients and our ability to collect accounts receivable from such clients. In addition, since our midmarket business is comprised of thousands of smaller clients which require significant resources to support, it is currently less profitable than our large client business, and overall there may not be a direct correlation between a change in the number of clients in a particular period and an increase or decrease in our revenue. In 2018, we started to implement a new go-to-market strategy, aimed at maximizing our commercial opportunity for our multi-solution offering, by providing the right level of services to each our client segments (based on their size and business potential with us) and scaling our midmarket operations more efficiently and profitably. However, due to the growing number of midmarket clients that require support, we will need to continue automating certain of our processes to service the midmarket category as it continues to grow globally. There can be no assurance that we will be able to successfully adjust to these shifting dynamics and remain profitable.

As we continue to expand, we also must maintain a high level of service to ensure client and publisher satisfaction. To the extent our client and publisher base grows, we will need to expand our account management, publisher support and other personnel in order to continue to provide adequate account management and services, the quality of which has been central to our growth to date. To do so will require significant expenses, significant capital expenditures and valuable management resources.

If we fail to manage the anticipated changes in our client portfolio in a manner that preserves our attention to our clients, our brand and reputation may suffer, which would in turn impair our ability to attract and retain clients and publishers.

If we are unable to successfully manage the changes in our client portfolio and the associated changes in employee headcount and our organizational structure, our results of operations could suffer.

The development and deployment of the self-registration and onboarding module of the Criteo Platform and associated processes may be delayed or may experience technical issues.

In 2018, we started undertaking a transformation of our go-to-market model, aimed at maximizing the commercial opportunity for our multi-solution offering, by providing the right level of services to each of our client segments - based on their size and business potential with us - and by scaling our midmarket operations more efficiently and profitably. This includes the roll out of the self-registration and onboarding module of the Criteo Platform, supported by appropriate sales and marketing services and channels, to enable lower segments of midmarket clients to sign up and be self-served in a more automated, scalable and profitable way.

If our ability to develop the right capabilities internally, planning for roles and responsibilities, redeployment of resources, or training of teams fails or is lacking, then we may not be able to operate our self-registration and onboarding module in an effective manner. Further, if we lack coordination in anticipating project dependencies or lack project management and change management skills, the deployment of this self-registration and onboarding module may be delayed or may experience technical issues. As a result, we may not be able to timely leverage our self-registration and onboarding module to profitability scale, which could result in significant costs to us, lost revenue and reputational harm.

If we fail to successfully enhance our brand, our ability to protect and expand our client base will be impaired and our financial condition may suffer.

We believe that developing and maintaining awareness of the Criteo brand is critical to achieving widespread acceptance of our existing offering and any future solutions, such as new solutions directed toward capturing broader advertising budgets, and is an important element in attracting new commerce clients, consumer brand clients, retailer partners and publisher partners. Furthermore, we believe that the importance of brand recognition will increase as competition in our market increases.

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Successful promotion of our brand will depend largely on the effectiveness of our marketing efforts and on our ability to deliver valuable solutions for our commerce clients, consumer brand clients, retailer partners and publisher partners. In the past, our efforts to build our brand have involved significant expenses and they may continue to do so in the future. As a result, we may not be able to develop our brand in a cost-effective manner. Furthermore, brand promotion activities may not yield any increased revenue, and even if they do, any increased revenue may not offset the expenses we incurred in building our brand.

If we fail to successfully promote and maintain our brand we may fail to attract enough new commerce clients, consumer brand clients, retailer partners and publisher partners or retain enough of our existing commerce clients, consumer brand clients, retailer partners and publisher partners, and our business could suffer.

Our future success will depend in part on our ability to expand into new industry verticals.

As we market our offering to a wider group of consumer brands and companies outside of our historical three key industry verticals of retail, travel and classifieds, including businesses in the automotive, telecommunications, consumer goods and finance industries, as well as mobile app-first verticals such as gaming, ride sharing and food delivery, we will need to adapt our solutions and effectively market our value to businesses in these new industry verticals. Our success into new industry verticals will depend on various factors, including our ability to:

• design solutions that are attractive to businesses in such industries;

• provide high returns on advertising spend in such industries and maintain such high returns on advertising spend at scale;

• transparently measure the performance of such advertising spend based on clear, measurable metrics;

• hire personnel with relevant industry vertical experience to lead sales and product teams;

• work with clients in new industry verticals through the advertising agencies that manage their advertising budgets; and

• accumulate sufficient data sets relevant for those industry verticals to ensure that Criteo AI Engine has sufficient quantity and quality of information to deliver efficient and effective internet display advertisements within the relevant industry.

For example, with the acquisition of Manage.com Group, Inc. in 2018, we further expanded our offering into gaming and other app-first areas such as food delivery and ride sharing. Similarly, with the acquisition of HookLogic in 2016 and the introduction of Criteo Retail Media, we expanded our offering to benefit consumer brands. However, there can be no assurance that we will be able to maintain the client base built by Manage or HookLogic or that we will be able to expand the Criteo Retail Media business successfully.

If we are unable to successfully adapt our offering to appeal to businesses in industries other than our core verticals, or are unable to effectively market such solutions to businesses in such industries, we may not be able to achieve our growth or business objectives. Further, as we expand our client base and offering into new industry verticals, we may be unable to maintain our current client retention rates.

As we expand the market for our solutions, we may become more dependent on advertising agencies as intermediaries, which may adversely affect our ability to attract and retain business, or exert downward pressure on our margins.

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 particular, many of our Criteo Retail Media clients, whom we have started working with since our acquisition of HookLogic, work with us through advertising agencies: 72%, 66% and 62% of Criteo sold sponsored products revenue for 2017, 2018 and 2019, respectively, relied on advertising agencies. Historically, however, direct relationships with our clients accounted for 73%, 73% and 74% of our revenue for 2017, 2018 and 2019, respectively, for Criteo Marketing Solutions.

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We believe several elements of our growth strategy, including the increasing deployment and availability of self-service platform capabilities for our clients to have greater control and transparency over the management and execution of their advertising campaigns with us, as well as the ongoing expansion of our solutions into advertising scenarios to address Consideration marketing goals, may make our overall value proposition more attractive to advertisers, including to the potential advertising agencies that help them manage their advertising budgets. Overall, we believe that accessing broader advertising budgets by partnering with advertising agencies represents a significant incremental business opportunity for us.

However, an increasing exposure to advertising agencies may also represent significant risks. For example, if we have an unsuccessful engagement with an advertising agency on a particular advertising campaign, we risk losing the ability to work not only for the client for whom the campaign was run, but also for other clients represented by that agency. Further, if our business evolves such that we are increasingly working through advertising agency intermediaries, we would have less of a direct relationship with our clients. This may drive our clients to attribute the value we provide to the advertising agency rather than to us, further limiting our ability to develop long-term relationships directly with our clients. Additionally, our clients may move from one advertising agency to another, and, accordingly, even if we have a positive relationship with an advertising agency, we may lose the underlying client’s business when the client switches to a new agency. The presence of advertising agencies as intermediaries between us and our clients thus creates a challenge to building our own brand awareness and maintaining an affinity with our clients, who are the ultimate sources of our revenue. In the event we were to become more dependent on advertising agencies as intermediaries, this may adversely affect our ability to attract and retain business. In addition, an increased dependency on advertising agencies may harm our results of operations, as a result of the increased agency fees we may be required to pay and/or as a result of longer payment terms from agencies.

Our future success will depend in part on our ability to expand into new advertising channels.

We define an advertising channel as a specific advertisement medium to engage with a user or a consumer for which we currently purchase inventory through a specific source. We started delivering elements of our offering through internet display advertisements in desktop browsers. Since then, we have expanded into mobile in-browser and in-app, native display, including on social media platforms, and video inventory.

In the future, we may decide to broaden the spectrum of our advertising channels further if we believe that doing so would significantly increase the value we can offer to clients. We believe a broader platform delivering our solutions through complementary advertising channels can enhance our value proposition for existing and prospective clients.

However, any future attempts to enter new advertising channels may not be successful. For example, we launched our Criteo Email Retargeting offering in 2014 after we acquired Tedemis SA in 2014. In 2016, we decided to discontinue our Criteo Email Retargeting offering based on country-specific circumstances. Similarly, we launched our Criteo Predictive Search offering in 2016. In 2017, we decided to discontinue our Criteo Predictive Search offering based on client and country-specific circumstances.

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;

• 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 in a manner that is consistent with our privacy standards;

• 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;

• achieve client performance levels through the new advertising channels that are similar to those delivered through existing advertising channels, and in any case that are not dilutive to the overall client performance;

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• 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

• hire 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.

If we are unable to successfully adapt our solutions to additional advertising channels and effectively market such offerings to our existing and prospective clients, or if we are unable to maintain our pricing and measurement models in these additional advertising channels, we may not be able to achieve our growth or business objectives.

Our revenue would decline if we fail to effectively coordinate the demand for and supply of advertising inventory in a specific geographic market.

The performance of Criteo AI Engine in a specific geographic market depends on having sufficient clients implemented and utilizing our offering, and our ability to coordinate the demand for and supply of advertising inventory with the publishers in that market. Since we cannot consistently predict the demand for advertising inventory by our clients or the advertising inventory available to us, including on a priority basis, the demand for and supply of advertising inventory in that market may not be sufficient or sufficiently coordinated for Criteo AI Engine to function optimally. As such, as we target new geographic markets, we will need to adequately coordinate the timing to onboard local clients and publishers. A failure to effectively manage demand for, and the supply of, advertising inventory processed through Criteo AI Engine could impair its ability to accurately predict user engagement in that market, which could result in:

• a reduction in the amount of inventory our publishers make available to us in the future;

• a loss of existing clients or publishers;

• changes in the priority given to our advertisements by publishers;

• an adverse effect on our ability to attract new publishers willing to give us preferred access;

• harm to our reputation;

• increased cost; and

• lost revenue.

Our sales efforts with both potential clients and publishers require significant time and expense, and our success will depend on effectively expanding and integrating our sales and marketing operations and activities to grow our base of clients and publishers.

Attempting to increase our base of clients and publishers is a key component of our growth strategy. However, attracting clients and publishers requires substantial time and expense, and it may be difficult to identify, engage and market to potential clients that are unfamiliar with Criteo and our offering, particularly as we seek to address new marketing goals for clients, or enter new advertising channels or new industry verticals. Furthermore, many potential clients require input from multiple internal constituencies to make advertising decisions, or delegate advertising decisions to advertising agencies. As a result, we must identify those involved in the purchasing decision and devote a sufficient amount of time to presenting our offering to those individuals (including providing demonstrations and comparisons of our value relative to other available solutions), which can be a costly and time-consuming process.

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Our ability to grow our client and publisher base will depend to a significant extent on our ability to effectively expand our sales, marketing and publisher support operations. In particular, as we target new industry verticals, we will need to attract sales and publisher support personnel that are familiar with the relevant industries and geographic markets. We believe that there is significant competition for direct sales and support personnel with the sales skills and technical knowledge that we require.

Therefore, our ability to grow our client and publisher base will depend, in large part, on our success in recruiting, training and retaining the sales and publisher support personnel we require. Over the past years, we have hired a number of new sales personnel and expanded our marketing department. However, we may not be successful in growing headcount to the extent necessary to support and expand our operations. Similarly, we cannot be sure that newly hired personnel will be integrated effectively, and such personnel may require significant training and may not become productive as quickly as we would like, or at all. If we are not successful in recruiting and training our client sales and publisher support personnel and streamlining our sales and business development processes to cost-effectively grow our client and publisher base, our ability to grow our business and our results of operations could be adversely affected.

If we are unable to protect our proprietary information or other intellectual property, our business could be adversely affected.

We rely largely on trade secret law to protect our proprietary information and technology. We generally seek to protect our proprietary information through confidentiality, non-disclosure and assignment of invention agreements with our employees, contractors and parties with which we do business. However, we may not execute these agreements with every party who has access to our confidential information or contributes to the development of our intellectual property. In addition, those agreements may be breached, and we may not have adequate remedies for any such breach.

Breaches of the security of our data center systems and infrastructure or other IT resources could also result in the exposure of our proprietary information. 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.

Although we also rely on copyright laws to protect works of authorship created by us, including software, we do not register the copyrights in any of our copyrightable works. We will need to register the copyright before we can file an infringement suit in the United States, and our remedies in any such infringement suit may be limited.

In the United States and internationally, we have filed various applications for protection of certain aspects of our intellectual property, including patent applications. Effective protection of our intellectual property rights may require additional filings and applications in the future. However, pending and future applications may not be approved, and any of our existing or future patents, trademarks or other intellectual property rights may not provide sufficient protection for our business as currently conducted or may be challenged by others or invalidated through administrative process or litigation. Additionally, patent rights in the United States have switched from the former “first-to-invent” system to a “first-to-file” system, which may favor larger competitors that have the resources to file more patent applications. Furthermore, our existing patents and any patents issued in the future may give rise to ownership claims or to claims for the payment of additional remuneration of fair price by persons having participated in the creation of the inventions. Similarly, to the extent that our employees, contractors or other third parties with whom we do business use intellectual property owned by others in their work for us, disputes may arise as to the rights to such intellectual property.

Further, the laws of certain countries do not protect proprietary rights to the same extent as the laws of the United States and, therefore, in certain jurisdictions, we may be unable to protect our proprietary technology adequately against unauthorized third-party copying, infringement or use, which could adversely affect our competitive position.

To protect or enforce our intellectual property rights, we may initiate litigation against third parties. Any lawsuits that we initiate could be expensive, take significant time and divert management’s attention from other business concerns. Additionally, we may unintentionally provoke third parties to assert claims against us. These claims could invalidate or narrow the scope of our own intellectual property. We may not prevail in any lawsuits that we initiate and the damages or other remedies awarded, if any, may not be commercially valuable. Accordingly, despite our efforts, we may be unable to prevent third parties from infringing upon or misappropriating our intellectual property. The occurrence of any of these events may adversely affect our business, financial condition and results of operations.

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Our business may suffer if it is alleged or determined that our technology or another aspect of our business infringes the intellectual property rights of others.

The online and mobile advertising industries are characterized by the existence of large numbers of patents, copyrights, trademarks, trade secrets and other intellectual property and proprietary rights. Companies in these industries are often required to defend against litigation claims that are based on allegations of infringement or other violations of intellectual property rights. Our technologies may not be able to withstand any third-party claims or rights against their use.

Our success depends, in part, upon non-infringement of intellectual property rights owned by others and being able to resolve claims of intellectual property infringement or misappropriation without major financial expenditures or adverse consequences. From time to time, we may be the subject of claims that our solutions and underlying technology infringe or violate the intellectual property rights of others, particularly as we expand the scope and complexity of our business.

Regardless of whether claims that we are infringing patents or other intellectual property rights have any merit, these claims are time-consuming and costly to evaluate and defend, and the outcome of any litigation is inherently uncertain. Some of our competitors have substantially greater resources than we do and are able to sustain the costs of complex intellectual property litigation to a greater degree and for longer periods of time than we could. Claims that we are infringing patents or other intellectual property rights could:

• subject us to significant liabilities for monetary damages, which may be tripled in certain instances;

• prohibit us from developing, commercializing or continuing to provide some or all of our offering unless we obtain licenses from, and pay royalties to, the holders of the patents or other intellectual property rights, who may not be willing to offer them on terms that are acceptable to us, or at all;

• subject us to indemnification obligations or obligations to refund fees to, and adversely affect our relationships with, our current or future clients, advertising agencies, media networks and exchanges or publishers;

• cause delays or stoppages in providing our offering;

• cause clients, potential clients, advertising agencies, media networks and exchanges or publishers to avoid working with us;

• divert the attention and resources of management and technical personnel;

• harm our reputation; and

• require technology or branding changes to our offering that would cause us to incur substantial cost and that we may be unable to execute effectively or at all.

In addition, we may be exposed to claims that the content contained in advertising campaigns violates the intellectual property or other rights of third parties. Such claims could be made directly against us or against the advertising agencies we work with, and media networks and exchanges and publishers from whom we purchase advertising inventory.

Generally, under our agreements with advertising agencies, media networks and exchanges and publishers, we are required to indemnify the advertising agencies, media networks and exchanges and publishers against any such claim with respect to an advertisement we served. We generally require our clients to indemnify us for any damages from any such claims. There can be no assurance, however, that our clients will have the ability to satisfy their indemnification obligations to us, and pursuing any claims for indemnification may be costly or unsuccessful.

As a result, we may be required to satisfy our indemnification obligations to advertising agencies, media networks and exchanges and publishers or claims against us with our assets. This result could harm our reputation, business, financial condition and results of operations.

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Our business involves the use, transmission and storage of personal data and confidential information, and the failure to properly safeguard such information could result in significant reputational harm and monetary damages.

Our business involves the use, storage and transmission of confidential consumer, client and publisher information and personal data, including certain purchaser data, as well as proprietary software and financial, employee and operational information. Security breaches could expose us to unauthorized disclosure of this information, litigation and possible liability, as well as damage to our relationships with our clients and publishers. If our security measures are breached as a result of third-party action, employee or contractor error, malfeasance or otherwise and, as a result, someone obtains unauthorized access to our data or the data of consumers, our clients, publishers, employees or other third parties, our reputation could be damaged, our business may suffer and we could incur significant liability.

Our industry is prone to cyber-attacks by third parties seeking unauthorized access to our data or users’ data or to disrupt our ability to provide service. 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. Any failure to prevent or mitigate security breaches and improper access to or disclosure of our data or user data, including personal information, 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. In addition, computer malware, viruses, unauthorized access or system compromises and hacking by sophisticated actors have become more prevalent in our industry. Security incidents have occurred on our systems in the past, and will likely occur on our systems in the future. For example, in November 2019, we became aware of a compromise of certain of our systems. We have taken and continue to take additional steps to fully identify the incident and have and continue to implement remedial measures to increase the security of our systems and networks to respond to these types of threats. As of the date of this filing, we do not believe that this incident has resulted in a material adverse effect on our business or any material damage to us or any loss or misuse of customer data. However, the investigation is ongoing and there can be no assurance that this or any other breach or incident will not have a material impact on our operations and financial results in the future.

Techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until launched against a target. As a result, we are unable to anticipate some of these techniques or to implement adequate preventative measures for such techniques. In addition, the perpetrators of such activity often are very sophisticated, and can include foreign governments and other parties with significant resources at their disposal. Cyber-attacks continue to evolve in sophistication and volume, and inherently may be difficult to detect for long periods of time. Although we have developed systems and processes that are designed to protect our data and user data, to prevent data loss, and to prevent or detect security breaches, such measures have not provided, and cannot be expected to provide, absolute security, and we may incur significant costs in protecting against and remediating cyber-attacks. We may also have to expend considerable resources on determining the nature and extent of such attacks.

If an actual or perceived security breach occurs, the market perception of our security measures could be harmed and we could lose both clients and revenue. Any significant violations of data privacy or other security breaches could result in the loss of business, litigation and regulatory investigations and penalties that could damage our reputation and adversely impact our results of operations and financial condition.

Moreover, if a high profile security breach occurs with respect to another provider of digital advertising solutions, our clients and potential clients may lose trust in the security of providers of digital advertising in general, and Display Advertising solutions in particular, which could adversely impact our ability to retain existing clients or attract new ones.

Additionally, third parties may attempt to fraudulently induce employees, consumers, our clients, our publishers or third-party providers into disclosing sensitive information such as user names, passwords or other information in order to gain access to our data, our clients’ data or our publishers’ data, which could result in significant legal and financial exposure and a loss of confidence in the security of our offering and, ultimately, harm to our future business prospects. A party who is able to compromise the security of our facilities, including our data centers or office facilities, or any device, such as a smartphone or laptop, connected to our systems could misappropriate our proprietary information or the proprietary information of consumers, our clients and/or our publishers, or cause interruptions or malfunctions in our operations or those of our clients and/or publishers. We have expended significant resources to protect against such threats and to alleviate problems caused by breaches in security and may have to expend additional resources for such purposes in the future. Finally, computer viruses or malware may harm our systems or cause the loss or alteration of data, and the transmission of computer viruses or malware via Criteo technology could expose us to litigation and a loss of confidence in the security of our technology. Our errors and omissions insurance may be inadequate or may not be available in the future on acceptable

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terms, or at all. In addition, our policy may not cover any claim against us for loss of data or other indirect or consequential damages and defending a suit, regardless of its merit, could be costly and divert management’s attention.

While we have dedicated resources to privacy and security matters, our response process may not be adequate, may fail to accurately assess the severity of an incident, may not respond quickly enough, or may fail to sufficiently remediate an incident, among other issues. Our efforts to address undesirable activity on our platform may also increase the risk of retaliatory attacks. As a result, we may suffer significant legal, reputational, or financial exposure, which could adversely affect our business and results of operations.

Failures in the systems and infrastructure supporting our solutions and operations could significantly disrupt our operations and cause us to lose clients.

In addition to the optimal performance of Criteo AI Engine, our business relies on the continued and uninterrupted performance of our software and hardware infrastructures. We currently place close to four billion advertisements per day and each of those advertisements can be placed in under 100 milliseconds.

Sustained or repeated system failures of our software or hardware infrastructures (such as massive and sustained data center outages) or of the software or hardware infrastructures of our third-party providers, which interrupt our ability to deliver advertisements quickly and accurately, our ability to serve and track advertisements, our ability to process consumers’ responses to those advertisements or otherwise disrupt our internal operations, could significantly reduce the attractiveness of our offering to clients and publishers, reduce our revenue or otherwise negatively impact our financial situation, impair our reputation and subject us to significant liability.

In addition, while we seek to maintain excess capacity to facilitate the rapid provision of new client deployments and the expansion of existing client deployments, we may need to increase data center hosting capacity, bandwidth, storage, power or other elements of our system architecture and our infrastructure as our client base and/or our traffic continues to grow.

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Our existing systems may not be able to scale up in a manner satisfactory to our existing or prospective clients, and may not be adequately designed with the necessary reliability and redundancy of certain critical portions of our infrastructure to avoid performance delays or outages that could be harmful to our business.

Our failure to continuously upgrade or increase the reliability and redundancy of our infrastructure to meet the demands of a growing base of global clients and publishers could adversely affect the functioning and performance of our technology and could in turn affect our results of operations.

Finally, our systems are vulnerable to damage from a variety of sources, some of which are outside of our control, including telecommunications failures, natural disasters, terrorism, power outages, a variety of other possible outages affecting data centers, and malicious human acts, including hacking, computer viruses, malware and other security breaches. Techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until launched against a target. As a result, we may be unable to anticipate some of these techniques or to implement adequate preventive measures.

Any steps we take to increase the security, reliability and redundancy of our systems supporting the Criteo technology or operations may be expensive and may not be successful in preventing system failures.

If we are unable to prevent system failures, the functioning and performance of our solutions could suffer, which in turn could interrupt our business and harm our results of operations.

We are a company operating in a rapidly evolving industry, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful. Our recent growth rates may not be indicative of our future growth, and we expect our operating expenses to continue to increase in the foreseeable future. Accordingly, we may have difficulty sustaining profitability.

We are a company operating in a rapidly evolving industry. Our ability to forecast our future operating results is subject to a number of uncertainties, including our ability to plan for and model future growth in both our business and the digital advertising market generally, and the Display Advertising market in particular. We have encountered and will continue to encounter risks and uncertainties frequently experienced by growing companies in rapidly evolving industries, including challenges in forecasting accuracy, determining appropriate investments, achieving market acceptance of our existing and future offerings, managing client implementations and developing new solutions. For example, the Criteo model historically focused solely on converting our clients’ website visitors into customers through our historical solution, Criteo Dynamic Retargeting. Since then, we have broadened our solutions portfolio to include additional marketing and monetization goals (including Awareness and Consideration) for commerce companies and consumer brands across web, apps and stores, many of which are new to us and for which we do not have a long and established track record. If our assumptions regarding these uncertainties, which we use to plan our business, are incorrect or change in reaction to changes in our markets, or if we do not address these risks successfully, our operating and financial results could differ materially from our expectations and our business could suffer.

You should not consider our revenue growth in past periods to be indicative of our future performance. In future periods, our revenue could decline or grow more slowly than we expect. 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 publisher network and attract new publishers, including 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 Awareness and Consideration) for commerce companies and consumer brands across the open Internet, including web, apps and stores;

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• adapt our offering to meet evolving needs of businesses, including to address market trends such as (i) the 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 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 such as Netflix, (iv) changes in the marketplace for and supply of advertising inventory, including the shift toward header bidding; and (v) changes in the overall ecosystem such as Apple's introduction of its Intelligent Tracking Prevention feature into its Safari browser, Microsoft’s Tracking Prevention feature in its Edge browser, and Mozilla’s introduction of Enhanced Tracking Protection into its Firefox browser; and (vi) 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 the state of the art in Machine Learning approaches and hardware; and

• continue to adapt to a changing regulatory landscape governing data protection and privacy matters.

We also anticipate that our operating expenses will continue to increase as we scale our business, grow our headcount and expand our operations. In particular, we plan to continue to focus on maximizing our revenue after traffic acquisition costs on an absolute basis, or the revenue we derive after deducting the costs we incur to purchase advertising inventory, which we call Revenue ex-TAC, as we believe this focus fortifies a number of our competitive strengths, including access to advertising inventory, breadth and depth of data and continuous improvement of Criteo AI Engine’s performance. As part of this focus, we are continuing to invest in (i) building relationships with direct publishers on both web and mobile application properties, (ii) increasing access to leading advertising exchanges on both web and mobile application properties, and (iii) enhancing the liquidity of our advertising inventory supply, which may include purchasing advertising inventory that may result in lower margin on an individual impression basis and may be less effective in generating user engagement and driving measurable results, including sales, for our clients. In addition, we are experiencing, and expect to continue to experience, increased competition for advertising inventory purchased on a programmatic basis. Our focus on maximizing Revenue ex-TAC on an absolute basis may have an adverse impact on our gross margin and we cannot be certain that this strategy will be successful or result in increased liquidity or long-term value for our shareholders.

In addition, as our business expands, we may not be able to maintain our current profitability margin or to achieve our long-term profitability margin target. For example, our midmarket business is currently less profitable than our large client business. As we expect our midmarket business to grow as a proportion of our overall business, our profitability may be negatively affected. Similarly, as we transition to a multi-solution company, with solutions available to clients across several advertising channels, new solutions may require additional investments in sales, business development and marketing, such as product sales specialists or similar resources to enable sales. As a result of such additional investments, our new solutions may be less profitable than our existing business and therefore drive down our overall profitability.

In periods of economic uncertainty, businesses may delay or reduce their spending on advertising, which could materially harm our business.

General worldwide economic conditions have been significantly unstable in recent years, especially in the European Union where we generated 29% of our revenue for 2019. Unstable conditions make it difficult for our clients and us to accurately forecast and plan future business activities, and could cause our clients to reduce or delay their advertising spending with us. Historically, economic downturns have resulted in overall reductions in advertising spending, and businesses may curtail spending both on advertising in general and on a solution such as ours. We cannot predict the timing, strength or duration of any economic slowdown or recovery. Any macroeconomic deterioration in the future, especially further deterioration in the European Union and some emerging markets, such as Brazil and Russia, could impair our revenue and results of operations.

Furthermore, we have recently expanded our offerings to serve a larger number of smaller clients, and have expanded into emerging markets such as Brazil, India, and Russia. Our changing client portfolio exposes us to additional credit risk, which could result in further exposure in the event of economic uncertainty or an economic downturn.

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In addition, even if the overall economy improves, we cannot assure you that the market for digital advertising and Display Advertising will experience growth or that we will experience growth. Furthermore, we generally sell through insertion orders with our clients. These insertion orders generally do not include long-term obligations and are cancellable upon short notice and without penalty. Any reduction in advertising spending could limit our ability to grow our business and negatively affect our results of operations.

We derive a significant portion of our revenue from companies in the retail, travel and classified industries, and any downturn in these industries or any changes in regulations affecting these industries could harm our business.

A significant portion of our revenue is derived from companies in the retail, travel and classifieds industries. For example, in 2017, 2018 and 2019, 67.8%, 69.1% and 68.9%, respectively, of our combined revenue for Criteo Marketing Solutions¹ was derived from advertisements placed for retail commerce businesses. While we have been growing our client base in additional industries such as gaming, ride-sharing and food delivery, and expect to continue to do so in the future, any downturn or increased competitive pressure in any of our core industries, or other industries we may target in the future, may cause our clients to reduce their spending with us, or delay or cancel their advertising campaigns with us.

Furthermore, our business could be negatively impacted by the application of existing laws and regulations or the enactment of new laws by federal, state and foreign governmental or regulatory agencies which would impose taxes on goods and services provided over the internet. To the extent such taxes discourage the use of the internet as a means of commercial marketing or reduce the amount of products and services offered through ecommerce websites, online advertising spending may decline and the use or attractiveness of our offering by our clients or potential clients may be adversely affected.

We have substantial client concentration in certain local markets and solutions, with a limited number of clients accounting for a substantial portion of our revenues in those areas.

Although our overall customer base is well-diversified, in certain of our local markets and specific solutions we derive a substantial portion of revenues from a limited number of clients. For example, for fiscal year 2019, one single large client accounted for a third of our revenues in Korea, and four clients accounted for more than 50% of our revenues within the mobile marketing solutions of our business previously known as Manage.com. There are inherent risks whenever a large percentage of revenues within any specific market or solution are concentrated within a limited number of clients. 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). If any of these clients terminate or reduce use of our products, our revenues within local markets or specific solutions may be negatively impacted.

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.

Our technology platform and internal systems incorporate software licensed from third parties, including some software, known as open source software, which we use without charge. Although we monitor our use of open source software, the terms of many open source licenses to which we are subject have not been interpreted by U.S. or foreign courts, and there is a risk that such licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to provide our technology offering to our clients. 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.

^{___________________________________________________} 

¹ Excluding the business acquired from Manage.

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Alternatively, we may need to re-engineer our offering or discontinue using portions of the functionality provided by our technology. In addition, the terms of open source software licenses may require us to provide software that we develop using such software to others on unfavorable terms, such as by precluding us from charging license fees or by requiring us to disclose our source code. Any such restriction on the use of our own software, or our inability to use open source or third-party software, could result in disruptions to our business or operations, or delays in our development of future offerings or enhancements of our existing platform, which could impair our business.

We experience quarterly fluctuations in our results of operations due to a number of factors which make our future results difficult to predict and could cause our operating results to fall below expectations or our guidance.

Our quarterly results of operations fluctuate due to a variety of factors, many of which are outside of our control. As a result, comparing our results of operations on a period-to-period basis may not be meaningful. You should not rely on our past results as an indication of our future performance.

If our revenue or results of operations fall below the expectations of investors or securities analysts, or below any guidance we may provide to the market, the price of our ADSs could decline substantially.

Our operating results and cash flows from operations may vary from quarter to quarter due to the seasonal nature of our clients’ spending. For example, many businesses in the online retail industry devote the largest portion of their advertising spend to the fourth quarter of the calendar year, and many of our commerce clients typically conduct fewer advertising campaigns in the second quarter than they do in other quarters. With respect to Criteo Retail Media, the concentration of advertising spend in the fourth quarter of the year is particularly pronounced. If, and to the extent that, seasonal fluctuations are significant, our operating cash flows could fluctuate materially from period to period as a result.

Additionally, implementing our advertising solutions for a client can be a long process, which generally requires clients to integrate software code on their digital property. This process can be complex and time-consuming, and can delay the deployment and use of our offering by a client even after the client has signed up to utilize it.

Depending upon the time and resources that a client is willing to devote to the integration of our technology with their digital property and the nature and complexity of a client’s network and systems, the actual implementation of our solution may occur long after a client has signed up to use our solution.

As a result, we may incur substantial expenses in one period without any guarantee of revenue generation in the near term, or at all. This possibly lengthy implementation cycle may result in difficulty in predicting our future results of operations.

We also plan to continue to substantially increase our investment in research and development, product development and sales and marketing, as we seek to continue to expand geographically, into new marketing goals, into new solutions, into new advertising channels and into new industry verticals to capitalize on what we see as a growing global opportunity for us. Our general and administrative expenses may also increase to support our growing operations and due to the increased costs of operating as a public company. For the foregoing reasons or other reasons we may not anticipate, historical patterns should not be considered as indicative of our future quarterly results of operations.

Other factors that may affect our quarterly results of operations include:

• the nature of our clients’ products or services;

• demand for our offering and the size, scope and timing of digital advertising campaigns;

• the 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;

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• 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 any acquisitions; and

• general economic and political conditions in our domestic and international markets.

As a result, we may have a limited ability to forecast the amount of future revenue and expense, and our results of operations may from time to time fall below our estimates or the expectations of public market analysts and investors.

We have significant global sales and operations and face risks related to health epidemics that could impact our sales and operating results.

Our business could be adversely affected by the effects of a widespread outbreak of contagious disease, including the recent outbreak of respiratory illness caused by a novel strain of coronavirus (COVID-19) first identified in Wuhan, Hubei Province, China.  Any outbreak of contagious diseases, and other adverse public health developments, could have a material adverse effect on our business operations.  These could include disruptions or restrictions on our ability to travel or hold in-person commercial interactions, as well as temporary closures of our facilities or the facilities of our customers, the deferral of elective procedures in impacted countries, a disruption of supply chain for our customers, or the temporary suspension of operations by us or our customers.  Additionally, because our revenues are, in part, tied to the revenues of our advertising customers, any impact on the business or revenues of our advertising customers may result in an impact on our own business or revenues. While the duration of business interruption from this outbreak and related financial impact cannot be reasonably estimated at this time, we expect that any disruption of our operations, or those of our customers, would likely impact our sales and operating results. In addition, a significant outbreak of contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could affect demand for our offerings and likely impact our operating results.

Interruptions or delays in services provided by third-party providers that we rely upon could impair the performance of the Criteo technology or operations and harm our business.

We currently lease space from third-party data center hosting facilities for our servers and/or networking equipment located in the United States (California, New York, Virginia), France, The Netherlands, Hong Kong and Japan. All of our data gathering and analytics are conducted on, and the advertisements we deliver are processed through, our servers and network equipment located in these facilities.

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We also rely on bandwidth providers and internet service providers to deliver advertisements. Any damage to, or failure of, the systems or facilities of our third-party providers could adversely impact our ability to deliver technology offering to our clients. If, for any reason, our arrangement with one or more data centers is terminated, we could experience additional expense in arranging for new facilities and support.

The occurrence of a natural disaster, an act of terrorism, vandalism or sabotage, a decision to close any data center or the facilities of any other third-party provider without adequate notice, or other unanticipated problems at these facilities could result in lengthy interruptions in the availability of our technology or operations. Our testing of our services in actual disasters or similar events has been limited. If any such event were to occur, our business, results of operations and financial condition could be adversely affected.

We are exposed to foreign currency exchange rate fluctuations.

The functional currency of the Company is the euro, while our reporting currency is the U.S. dollar. Since we incur large portions of our expenses and derive significant revenues in currencies other than the euro, we are exposed to foreign currency exchange risk to the extent that our results of operations and cash flows are subject to fluctuations in foreign currency exchange rates. Foreign currency exchange risk exposure also arises from intra-company transactions and financing with subsidiaries that have a functional currency different than the euro.

The statements of financial position of consolidated entities having a functional currency different from the U.S. dollar are translated into U.S. dollars at the closing exchange rate (spot exchange rate at the statement of financial position date) and the statement of income, statement of comprehensive income and statement of cash flow of such consolidated entities are translated at the average period to date exchange rate. The resulting translation adjustments are included in equity under the caption “Accumulated Other Comprehensive Income” in the consolidated statement of changes in equity.

While we are engaging in hedging transactions to minimize the impact of uncertainty in future exchange rates on intra-company transactions and financing, we may not hedge all of our foreign currency exchange rate risk. In addition, hedging transactions carry their own risks and costs, including the possibility of a default by the counterparty to the hedge transaction. There can be no assurance that we will be successful in managing our foreign currency exchange rate risk. We cannot predict the impact of foreign currency fluctuations, and foreign currency fluctuations in the future may adversely affect our financial condition, results of operations and cash flows.

Our failure to maintain certain tax benefits applicable to French technology companies may adversely affect our results of operations.

As a French technology company, we have benefited from certain tax advantages, including, for example, a reduced tax rate in France on technology royalty income received from subsidiaries and the French research tax credit (crédit d’impôt recherche), or CIR. The CIR is a French tax credit aimed at stimulating research and development. The CIR can be offset against French corporate income tax due and the portion in excess (if any) may be refunded at the end of a three fiscal-year period.

The CIR is calculated based on our claimed amount of eligible research and development expenditures in France and represented $6.3 million, $10.9 million and $16.2 million for 2017, 2018 and 2019, respectively and is classified as a reduction of our research and development expenses.

The French tax authority, with the assistance of the Research and Technology Ministry, may audit each research and development program in respect of which a CIR benefit has been claimed and assess whether such program qualifies, in their view, for the CIR benefit. If the French tax authority determines that our research and development programs do not meet the requirements for the CIR benefit, or challenges our calculations with respect to the CIR benefit, we could be liable for additional corporate tax, and penalties and interest related thereto, which could have a significant impact on our results of operations and future cash flows.

Furthermore, if the French Parliament decides to modify the regime of the reduced tax rate on technology royalty income or to reduce the scope or the rate of the CIR benefit, which it could decide to do at any time, our results of operations could be adversely affected.

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We are a multinational organization faced with increasingly complex tax issues in many jurisdictions, and we could be obligated to pay additional taxes in various jurisdictions as a result of new taxes or laws, or revised interpretations thereof, which may negatively affect our business.

As a multinational organization operating in multiple jurisdictions we are subject to taxation in several jurisdictions around the world with increasingly complex tax laws, the application of which can be uncertain. The amount of taxes we pay in these jurisdictions could increase substantially as a result of changes in the applicable tax principles, including increased tax rates, new tax laws or revised interpretations of existing tax laws and precedents, which could have a material adverse effect on our liquidity and results of operations.

For example, many of the jurisdictions in which we conduct business have detailed transfer pricing rules which require that all transactions with non-resident related parties be priced using arm’s length pricing principles. Contemporaneous documentation must exist to support this pricing. The tax authorities in these jurisdictions could challenge whether our related party transfer pricing policies are at arm’s length and, as a consequence, challenge our tax treatment of corresponding expenses and income. International transfer pricing is an area of taxation that depends heavily on the underlying facts and circumstances and generally involves a significant degree of judgment. If any of these tax authorities were successful in challenging our transfer pricing policies, we may be liable for additional corporate income tax, and penalties, fines and interest related thereto, which may have a significant impact on our effective tax rate, results of operations and future cash flows.

The European Union and its member states, as well as a number of other countries, are actively considering changes to existing tax laws or have enacted new tax laws applicable to digital business activities. Such taxes could increase our tax liability in many countries where we do business.

U.S. holders of our ADSs may suffer adverse tax consequences if we are characterized as a passive foreign investment company.

A non-U.S. corporation will be considered a passive foreign investment company, or PFIC, for U.S. federal income tax purposes, any taxable year if either (1) at least 75% of its gross income for such year is passive income or (2) at least 50% of the value of its assets (based on an average of the quarterly values of the assets during such year) is attributable to assets that produce or are held for the production of passive income. 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, 2019, and we do not expect to be a PFIC in the current taxable year or the foreseeable future. Since a separate factual determination as to whether we are or have become a PFIC must be made each year (after the close of such year), we cannot assure you that we will not be or become a PFIC in the current year or any future taxable year. If we are a PFIC for any taxable year during which a U.S. holder holds ADSs, the U.S. holder may be subject to adverse tax consequences, including (1) the treatment of all or a portion of any gain on disposition as ordinary income, (2) the application of an interest charge with respect to such gain and certain dividends and (3) compliance with certain reporting 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.

If a United States person is treated as owning at least 10% of our ADSs, such person may be subject to adverse U.S. federal income tax consequences.

If a United States person is treated as owning (directly, indirectly, or constructively) at least 10% of the value or voting power of our ADSs, such person may be treated as a “United States shareholder” with respect to each “controlled foreign corporation” in our group (if any). Because our group includes one or more U.S. subsidiaries, certain of our non-U.S. subsidiaries could be treated as controlled foreign corporations (regardless of whether or not we are treated as a controlled foreign corporation). A United States shareholder of a controlled foreign corporation may be required to report annually and include in its U.S. taxable income its pro rata share of “Subpart F income,” “global intangible low-taxed income,” and investments in U.S. property by controlled foreign corporations, regardless of whether we make any distributions. Failure to comply with such reporting requirements could result in adverse tax effects for United States shareholders and potentially significant monetary penalties. An individual that is a United States shareholder with respect to a controlled foreign corporation generally would not be allowed certain tax deductions or foreign tax credits that would be allowed to a United States shareholder that is a U.S. corporation. We cannot provide any assurances that we will assist investors in determining whether any of our non-U.S. subsidiaries is treated as a controlled foreign corporation or furnish to any United States shareholders information that may be necessary to comply with the aforementioned obligations. A United States investor should consult its advisors regarding the potential application of these rules to an investment in our ADSs.

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Risks Related to Ownership of Our Shares and the ADSs and the Trading of the ADSs

The market price for the ADSs have been and may continue to be volatile or may decline regardless of our operating performance.

The trading price of the ADSs has significantly fluctuated, and is likely to continue to fluctuate, substantially. The trading price of the ADSs depends on a number of factors, including those described in this “Risk Factors” section, many of which are beyond our control and may not be related to our operating performance. 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 $15.90 and as high as $60.95 through December 31, 2019. The market price of the ADSs 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, our business partners or our 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 war, incidents of terrorism or responses to these events; and

• any other risks identified in this Form 10-K.

In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many technology companies. Stock prices of many technology companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. In the past, shareholders have instituted securities class action litigation following periods of market volatility. Because of the past and the potential future volatility of our stock price, we may become the target of securities litigation in the future. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business and adversely affect our business.

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If securities or industry analysts cease publishing research or publish inaccurate or unfavorable research about our business or our industry, the price and trading volume of the ADSs could decline.

The trading market for the ADSs depends in part on the research and reports that securities or industry analysts publish about us or our business. If one or more of the analysts who covers us downgrades the ADSs or publishes incorrect or unfavorable research about our business, the price of the ADSs would likely decline. If one or more of these analysts ceases coverage of our company or fails to publish reports on us regularly, demand for the ADSs could decrease, which could cause the price of the ADSs or trading volume to decline.

Our business could be negatively impacted by the activities of predatory hedge funds or short sellers.

There is the risk that we may be subject, from time to time, to challenges arising from the activities of predatory hedge funds, short sellers or similar individuals who do not have the best interests of shareholders or the Company in mind. Reports or other publications prepared and disseminated by such hedge funds or short sellers may cause significant fluctuations in our stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business, and could cause the price of our ADSs or trading volume to decline. Furthermore, responding to such activities could be costly and time-consuming and may be intended to, and may in fact, divert the attention of our board of directors and senior management from the pursuit of our business strategies and adversely affect our business.

We may need additional capital in the future to meet our financial obligations and to pursue our business objectives. Additional capital may not be available on favorable terms, or at all, which could compromise our ability to meet our financial obligations and grow our business.

While we anticipate that our existing cash and cash equivalents and short-term investments will be sufficient to fund our operations for at least the next 12 months, we may need to raise additional capital to fund operations in the future or to finance acquisitions. If adequate funds are not available on acceptable terms, we may be unable to fund the expansion of our research and development and sales and marketing efforts, increase working capital, take advantage of acquisition or other opportunities, or adequately respond to competitive pressures which could seriously harm our business and results of operations.

We currently have a senior unsecured revolving credit facility under which we may borrow up to €350 million (or its equivalent in U.S. dollars or, subject to the satisfaction of certain conditions, other optional currencies) for general corporate purposes, including the funding of business combinations (the "General RCF").

To the extent we draw on the General RCF or incur new debt, the debt holders have rights senior to shareholders to make claims on our assets, and the terms of such debt could restrict our operations, including our ability to pay dividends on our ordinary shares. In addition, pursuant to the terms of our credit facilities, we may be restricted in the use of such facilities to fund capital expenditures and information technology-related expenses may be restricted.

If adequate additional funds are not available, we may be required to delay, reduce the scope of, or eliminate material parts of our business strategy, including potential additional acquisitions or development of new technologies.

Furthermore, if we issue additional equity securities, shareholders will experience dilution, and the new equity securities could have rights senior to those of our ordinary shares.

Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. As a result, our shareholders bear the risk of our future securities offerings reducing the market price of the ADSs and diluting their interest.

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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 have never declared or paid any cash dividends on our ordinary shares and do not currently intend to do so for the foreseeable future. We currently intend to invest our future earnings, if any, to fund our growth, both organic and inorganic. In addition, we have used a portion of our available liquidity to repurchase our Company's shares in the past, and may continue to do so from time to time in the future.

Further, the credit agreement for the General RCF contains restrictions on our ability to pay dividends.

In addition, to the extent any dividends are paid in the future, under French law, payment of such dividends may subject us to additional taxes, and the determination of whether we have been sufficiently profitable to pay dividends is made on the basis of our statutory financial statements prepared and presented in accordance with accounting principles generally accepted in France. 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 the limitations on our ability to declare and pay dividends and the taxes that may become payable by us if we elect to pay a dividend.

Finally, exchange rate fluctuations may affect the amount of euros that we are able to distribute, and the amount in U.S. dollars that our shareholders receive upon the payment of cash dividends or other distributions we declare and pay in euros, if any. These factors could harm the value of the ADSs, and, in turn, the U.S. dollar proceeds that holders receive from the sale of the ADSs.

Because you are not likely to receive any dividends on your ADSs for the foreseeable future, the success of an investment in ADSs will depend upon any future appreciation in their value. Consequently, investors may need to sell all or part of their holdings of ADSs after price appreciation, which may never occur, as the only way to realize any future gains on their investment.

In July 2019, our board of directors authorized a share repurchase program of up to $80.0 million (€70.5 million) of our outstanding ADSs. We intend to use repurchased shares to satisfy employee equity plan vesting in lieu of issuing new shares, and potentially in connection with M&A transactions. The repurchase program commenced in July 2019 and remains in effect until May 15, 2020. If we adopt another such program in the future, the actual amount and timing of future share repurchases, if any, will depend on market and economic conditions, applicable SEC rules, federal and state regulatory restrictions, cash availability and various other factors. Further, as a French private company, we are subject to certain limitations with respect to share repurchase programs that would not apply if we were a U.S. company, which may limit our flexibility. If we were to adopt another such share buyback program, there would be no guarantee that it would enhance shareholder value. Any share repurchases could increase volatility in the trading price of our ADSs and would diminish our available cash. Any share buyback program we adopt may also be suspended or terminated at any time, which may result in a decrease in the trading price of our ADSs.

Our credit agreement contains, and future debt agreements may contain, restrictions that may limit our flexibility in operating our business.

The credit agreement for the General RCF contains, and documents governing our future indebtedness may contain, numerous covenants that limit the discretion of management with respect to certain business matters. These covenants place restrictions on, among other things, our ability and the ability of our subsidiaries to incur or guarantee additional indebtedness, pay dividends and make other distributions and restricted payments, make certain acquisitions and other investments, sell certain assets or engage in mergers, acquisitions and other business combinations, and create liens. Our credit agreement also requires, and documents governing our future indebtedness may require, us or our subsidiaries to meet certain financial ratios and tests in order to incur certain additional debt, make certain loans, acquisitions or other investments, or pay dividends or make other distributions or restricted payments.

Our ability and the ability of our subsidiaries to comply with these and other provisions of our debt agreements are dependent on our future performance, which will be subject to many factors, some of which are beyond our control.

The breach of any of these covenants or noncompliance with any of these financial ratios and tests could result in an event of default under the applicable debt agreement, which, if not cured or waived, could result in acceleration of the related debt and the acceleration of debt under other instruments evidencing indebtedness that may contain cross-acceleration or cross-default provisions.

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Our by-laws and French corporate law contain provisions that may delay or discourage a sale of the Company.

Provisions contained in our by-laws and the corporate laws of France, the country in which we are incorporated, could make it more difficult for a third party to acquire us, even if doing so might be beneficial to our shareholders. In addition, provisions of our by-laws impose various procedural and other requirements, which could make it more difficult for shareholders to effect certain corporate actions. These provisions include 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, a non-resident of France as well as any French entity controlled by non-French residents may have to file a declaration for statistical purposes with the Bank of France (Banque de France) following the date of certain direct or indirect investments in us (see the section entitled "Exchange Controls & Ownership by Non-French Residents" in Item 5 to Part II in this Form 10-K);

• under French law, any individual or entity located outside of the European Union may need to seek the authorization of the French Minister of Economy prior to acquiring the control of, all or part of a business of, or more than 33.33% of the share capital or voting rights of the Company (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 95% 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 European Union 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 European Union would require the unanimous approval of our shareholders;

• a merger of our company into a company incorporated in the European Union 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;

• our shareholders have granted and may grant in the future our board of directors broad authorizations to increase our share capital or to issue additional ordinary shares or other securities (for example, warrants) to our shareholders, the public or qualified investors, including as a possible defense following the launching of a tender offer for our shares;

• 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;

• our board of directors has the right to appoint directors to fill a vacancy created by the resignation or death of a director, subject to the approval by the shareholders of such appointment at the next shareholders’ meeting, which prevents shareholders from having the sole right to fill vacancies on our board of directors;

• our board of directors can only be convened by its chairman or, when no board meeting has been held for more than two consecutive months, by directors representing at least one third of the total number of directors;

• our board of directors meetings can only be regularly held if at least half of the directors attend either physically or by way of videoconference or teleconference enabling the directors’ identification and ensuring their effective participation in the board’s decisions;

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• approval of at least a majority of the votes held by shareholders present, represented by a proxy, or voting by mail at the relevant ordinary shareholders’ general meeting, is required to remove directors with or without cause;

• advance notice is required for nominations to the board of directors or for proposing matters to be acted upon at a shareholders’ meeting, except that a vote to remove and replace a director can be proposed at any shareholders’ meeting without notice; and

• pursuant to French law, the sections of the by-laws relating to the number of directors and election and removal of a director from office may only be modified by a resolution adopted by a two-thirds majority of the votes of our shareholders present, represented by a proxy or voting by mail at the relevant extraordinary shareholders' meeting.

You may not be able to exercise your right to vote the ordinary shares underlying your ADSs.

Holders of ADSs may exercise voting rights with respect to the ordinary shares represented by the ADSs only in accordance with the provisions of the deposit agreement. The deposit agreement provides that, upon receipt of notice of any meeting of holders of our ordinary shares, the depositary will fix a record date for the determination of ADS holders who shall be entitled to give instructions for the exercise of voting rights. Upon timely receipt of notice from us, if we so request, the depositary shall distribute to the holders as of the record date (1) the notice of the meeting or solicitation of consent or proxy sent by us and (2) a statement as to the manner in which instructions may be given by the holders.

You may instruct the depositary of your ADSs to vote the ordinary shares underlying your ADSs. Otherwise, you will not be able to exercise your right to vote, unless you withdraw the ordinary shares underlying the ADSs you hold. However, you may not know about the meeting far enough in advance to withdraw those ordinary shares. If we ask for your instructions, the depositary, upon timely notice from us, will notify you of the upcoming vote and arrange to deliver our voting materials to you. We cannot guarantee you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote your ordinary shares or to withdraw your ordinary shares so that you can vote them yourself.

If the depositary does not receive timely voting instructions from you, it may give a proxy to a person designated by us to vote the ordinary shares underlying your ADSs. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions. This means that you may not be able to exercise your right to vote, and there may be nothing you can do if the ordinary shares underlying your ADSs are not voted as you requested.

Your right as a holder of ADSs to participate in any future preferential subscription rights or to elect to receive dividends in shares may be limited, which may cause dilution to your holdings.

According to French law, if we issue additional securities for cash, current shareholders will have preferential subscription rights for these securities proportionally to their shareholding in our company unless they waive those rights at an extraordinary meeting of our shareholders (by a two-thirds majority vote) or individually by each shareholder.

However, our ADS holders in the United States will not be entitled to exercise or sell such rights unless we register the rights and the securities to which the rights relate under the Securities Act or an exemption from the registration requirements is available.

In addition, the deposit agreement provides that the depositary will not make rights available to you unless the distribution to ADS holders of both the rights and any related securities are either registered under the Securities Act or exempted from registration under the Securities Act.

Further, if we offer holders of our ordinary shares the option to receive dividends in either cash or shares, under the deposit agreement the depositary may require satisfactory assurances from us that extending the offer to holders of ADSs does not require registration of any securities under the Securities Act before making the option available to holders of ADSs. We are under no obligation to file a registration statement with respect to any such rights or securities or to endeavor to cause such a registration statement to be declared effective. Moreover, we may not be able to establish an exemption from registration under the Securities Act.

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Accordingly, ADS holders may be unable to participate in our rights offerings or to elect to receive dividends in shares and may experience dilution in their holdings. In addition, if the depositary is unable to sell rights that are not exercised or not distributed or if the sale is not lawful or reasonably practicable, it will allow the rights to lapse, in which case you will receive no value for these rights.

You may be subject to limitations on the transfer of your ADSs and the withdrawal of the underlying ordinary shares.

Your ADSs, which may be evidenced by ADRs, are transferable on the books of the depositary. However, the depositary may close its books at any time or from time to time when it deems expedient in connection with the performance of its duties. The depositary may refuse to deliver, transfer or register transfers of your ADSs generally when our books or the books of the depositary are closed, or at any time if we or the depositary think it is advisable to do so because of any requirement of law, government or governmental body, or under any provision of the deposit agreement, or for any other reason subject to your right to cancel your ADSs and withdraw the underlying ordinary shares.

Temporary delays in the cancellation of your ADSs and your withdrawal of the underlying ordinary shares may arise because the depositary has closed its transfer books or we have closed our transfer books, the transfer of ordinary shares is blocked to permit voting at a shareholders’ meeting or we are paying a dividend on our ordinary shares.

In addition, you may not be able to cancel your ADSs and withdraw the underlying ordinary shares when you owe money for fees, taxes and similar charges and when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ADSs or to the withdrawal of ordinary shares or other deposited securities.

If we fail to maintain an effective system of internal controls, we may be unable to accurately report our financial results or prevent fraud, and investor confidence and the market price of the ADSs may, therefore, be adversely impacted.

As a public company, we are required to maintain internal control over financial reporting and to report any material weaknesses in such internal control.

In addition, we are required to submit a report by management to the Audit Committee and external auditors on the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act and our independent registered public accounting firm is required to attest to the effectiveness of our internal controls over financial reporting. If we identify material weaknesses in our internal controls over financial reporting, if we are unable to comply with the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner or assert that our internal controls over financial reporting are effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal controls over financial reporting when required, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of the 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.

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 United States, and all or a substantial portion of our assets and the assets of such persons are located outside the United States.

As a result, it may not be possible to serve process on such persons or us in the United States or to enforce judgments obtained in U.S. courts against them or us based on civil liability provisions of the securities laws of the United States. Additionally, it may be difficult to assert U.S. securities law claims in actions originally instituted outside of the United States.

Foreign courts may refuse to hear a U.S. securities law claim because foreign courts may not be the most appropriate forums in which to bring such a claim. Even if a foreign court agrees to hear a U.S. securities law claim, it may determine that the law of the jurisdiction in which the foreign court resides, and not U.S. law, is applicable to the claim.

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Further, if U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact, which can be a time-consuming and costly process, and certain matters of procedure would still be governed by the law of the jurisdiction in which the foreign court resides. In particular, there is some doubt as to whether French courts would recognize and enforce certain civil liabilities under U.S. securities laws in original actions or judgments of U.S. courts based upon these civil liability provisions. In addition, awards of punitive damages in actions brought in the United States or elsewhere may be unenforceable in France.

The enforceability of any judgment in France will depend on the particular facts of the case as well as the laws and treaties in effect at the time. The United States and France do not currently have a treaty providing for recognition and enforcement of judgments (other than arbitration awards) in civil and commercial matters; therefore the recognition and enforcement of any such judgment would be subject to French procedural law and may not be granted.

The rights of shareholders in companies subject to French corporate law differ in material respects from the rights of shareholders of corporations incorporated in the United States.

We are a French company with limited liability. Our corporate affairs are governed by our by-laws and by the laws governing companies incorporated in France. The rights of shareholders and the responsibilities of members of our board of directors are in many ways different from the rights and obligations of shareholders in companies governed by the laws of U.S. jurisdictions.

For example, in the performance of its duties, our board of directors is required by French law to consider the interests of our company, its shareholders, its employees and other stakeholders, rather than solely our shareholders and/or creditors. It is possible that some of these parties will have interests that are different from, or in addition to, your interests as a shareholder.

Item 1B.    Unresolved Staff Comments

We do not have any unresolved comments from the SEC staff.

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Item 2.    Properties

Our headquarters are located in Paris, France, in an approximately 16,000 square meter facility, under a lease agreement expiring on June 14, 2023. In addition, we had 29 offices as of December 31, 2019. We currently lease space in data centers from third-party hosting providers to operate our servers located in the United States (California, Texas, Virginia), France, the Netherlands, Hong Kong, and Japan. We believe that our facilities are adequate for our current needs. 

Item 3.    Legal Proceedings

From time to time we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We are not presently a party to any legal proceedings that, if determined adversely to us, would individually or taken together have a material adverse effect on our business, results of operations, financial condition or cash flows. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

Item 4.    Mine Safety Disclosures

Not applicable.

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PART II

Item 5.    Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our ADSs have been listed on the Nasdaq Global Select Market under the symbol “CRTO” since October 30, 2013. Prior to that date, there was no public trading market for ADSs or our ordinary shares.

Holders

As of January 31, 2020, there were 38 holders of record of our ordinary shares and 130 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. 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. 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, 2014 to December 31, 2019. The returns shown are based on historical results and are not intended to suggest future performance.

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.

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Dividends

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

Subject to the requirements of French law and our by-laws, dividends may only be distributed from our statutory retained earnings. Dividend distributions, if any, will be made in euros and converted into U.S. dollars with respect to the ADSs, as provided in the deposit agreement. In addition, under the General RCF, we may not declare, make or pay dividends if our net debt to Adjusted EBITDA leverage ratio exceeds 2.0x.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table provides information as of December 31, 2019 regarding compensation plans under which our equity securities are authorized for issuance.

	(a)	(b)	(c)
Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights(1)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders	7,902,288	$27.00(2)	2,513,566
Equity compensation plans not approved by security holders	—	—	—
Total	7,902,288	$27.00(2)	2,513,566

⁽¹⁾ The weighted-average exercise price does not reflect the ordinary shares that will be issued in connection with the vesting of free shares, since free shares have no exercise price.

⁽²⁾ The weighted-average exercise price was €24.12 and has been converted to U.S. dollars based on the average exchange rate for the year ended December 31, 2019 of €1.00=$1.119574.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

In July 2019, the Board of Directors authorized a program to repurchase up to $80 million of our ADSs. The repurchase program commenced in July 2019 and remains in effect until May 15, 2020. As of December 31, 2019, we had repurchased a total of 3,241,932 ADSs under the July 2019 share repurchase program. The following table summarizes the share repurchase activity for the three months ended December 31, 2019:

	Total Number of Shares Purchased	Average Price Paid Per Share (1)	Total Number of Shares Purchased as Part of Publicly Announced Programs	Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs
October 1 to 31, 2019	469,047	18.56	469,047	53,700,529.96
November 1 to 30, 2019	1,046,354	17.33	1,046,354	35,567,215.14
December 1 to 31, 2019	811,623	17.40	811,623	21,444,974.94
Total	2,327,024	$17.60	2,327,024	21,444,974.94

⁽¹⁾ 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 2019.

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Exchange Controls & Ownership by Non-French Residents

Under current French foreign exchange control regulations there are no limitations on the amount of cash payments that we may remit to residents of foreign countries. 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.

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. However, non-French residents must file a declaration for statistical purposes with the Bank of France (Banque de France) within 20 working days following the date of certain direct foreign investments in us, including any purchase of our ADSs. In particular, such filings are required in connection with investments exceeding €15,000,000 that lead to the acquisition of at least 10% of our outstanding ordinary shares or voting rights or the crossing of either such 10% threshold. Violation of this filing requirement may be sanctioned by five years of imprisonment and a fine of up to twice the amount of the relevant investment. This amount may be increased fivefold if the violation is made by a legal entity.

Further, any investment (i) by an individual or entity located in a country that is not a member State of the European Union or of a member State of the European Economic Area having entered into a convention on administrative assistance against tax evasion and fraud with France, or by a French citizen not residing in France, and (ii) that will result in the relevant investor acquiring the control of, all or part of a business of, or more than 33.33% of the share capital or voting rights of, a company registered in France and developing activities in certain strategic industries, such as telecommunications, cybersecurity or data collection, is subject to the prior authorization by the French Minister of Economy. In the absence of such authorization, the relevant investment shall be deemed null and void.

Taxation

French Tax Consequences

The following describes the material French income tax consequences to U.S. Holders (as defined below) of purchasing, owning and disposing of the ADSs and ordinary shares, or the Securities as in force on the date of this Form 10-K.

This discussion does not purport to be a complete analysis or listing of all potential tax effects of the acquisition, ownership or disposition of our securities to any particular investor, and does not discuss tax considerations that arise from rules of general application or that are generally assumed to be known by investors. All of the following is subject to change. Such changes could apply retroactively and could affect the consequences described below.

In 2011, France introduced a comprehensive set of new tax rules applicable to French assets that are held by or in foreign trusts. These rules, among other things, provide for the inclusion of trust assets in the settlor’s net assets for purpose of applying the French wealth tax, for the application of French gift and death duties to French assets held in trust, for a specific tax on capital on the French assets of foreign trusts not already subject to the French wealth tax and for a number of French tax reporting and disclosure obligations. The following discussion does not address the French tax consequences applicable to securities held in trusts. If securities are held in trust, the grantor, trustee and beneficiary are urged to consult their own tax adviser regarding the specific tax consequences of acquiring, owning and disposing of securities.

The description of the French income tax and wealth tax consequences set forth below is based on the Convention Between the Government of the United States of America 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, or the Treaty, which came into force on December 30, 1995 (as amended by additional protocols of December 8, 2004 and January 13, 2009), and the tax guidelines issued by the French tax authorities in force as of the date of this Form 10-K.

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For the purposes of this discussion, the term “U.S. Holder” means a beneficial owner of securities that is (1) an individual who is a U.S. citizen or resident for U.S. federal income tax purposes, (2) a U.S. domestic corporation or certain other entities created or organized in or under the laws of the United States or any state thereof, including the District of Colombia, or (3) otherwise subject to U.S. federal income taxation on a net income basis in respect of securities.

If a partnership (or any other entity treated as a partnership for U.S. federal income tax purposes) holds securities, the tax treatment of a partner generally will depend upon the status of the partner and the activities of the partnership. If a U.S. 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.

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 Treaty, and whose ownership of the securities is not effectively connected to a permanent establishment or a fixed base in France.

Certain U.S. Holders (including, but not limited to, U.S. expatriates, partnerships or other entities classified as partnerships for U.S. federal income tax purposes, banks, insurance companies, regulated investment companies, tax-exempt organizations, financial institutions, persons subject to the alternative minimum tax, persons who acquired the securities pursuant to the exercise of employee share options or otherwise as compensation, persons that own (directly, indirectly or by attribution) 5% or more of our voting stock or 5% or more of our outstanding share capital, dealers in securities or currencies, persons that elect to mark their securities to market for U.S. federal income tax purposes and persons holding securities as a position in a synthetic security, straddle or conversion transaction) may be subject to special rules not discussed below.

U.S. Holders are urged to consult their own tax advisers regarding the tax consequences of the purchase, ownership and disposition of securities in light of their particular circumstances, especially with regard to the “Limitations on Benefits” provision.

Estate and Gift Taxes and Transfer Taxes

In general, a transfer of securities by gift or by reason of death of a U.S. Holder that would otherwise be subject to French gift or inheritance tax, respectively, will not be subject to such French tax by reason of the Convention between the Government of the United States and the Government of the French Republic for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Estates, Inheritances and Gifts, dated November 24, 1978 (as amended by the protocol of December 8, 2004), unless the donor or the transferor is domiciled in France at the time of making the gift or at the time of his or her death, or the securities were used in, or held for use in, the conduct of a business through a permanent establishment or a fixed base in France.

Financial Transactions Tax

Pursuant to Article 235 ter ZD of the Code général des impôts (French Tax Code, or FTC), purchases of shares or ADSs of a French company listed on a regulated market of the European Union or an exchange formally acknowledged by the French Financial Market Authority (AMF) are subject to a 0.3% French tax on financial transactions provided that the issuer’s market capitalization exceeds €1 billion as of December 1 of the year preceding the taxation year.

A list of companies whose market capitalization exceeds €1 billion as of December 1 of the year preceding the taxation year within the meaning of Article 235 ter ZD of the French Tax Code is published annually by the French tax authorities. Pursuant to Regulations BOI‑ANNX‑000467‑20191218 issued on December 18, 2019, Criteo is currently not included in such list. Please note that such list may be updated from time to time, or may not be published anymore in the future.

Furthermore, Nasdaq is not currently acknowledged by the French AMF but this may change in the future.

Consequently, Criteo’s securities should not fall within the scope of the tax on financial transactions described above. In the future, purchases of Criteo’s securities may become subject to such tax if Nasdaq is acknowledged by the French AMF.

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Registration Duties

In the case where Article 235 ter ZD of the FTC is not applicable, (i) transfers of shares issued by a listed French company are subject to uncapped registration duties at the rate of 0.1% if the transfer is evidenced by a written statement (“acte”) executed either in France or outside France, whereas (ii) transfers of shares which are not listed are subject to uncapped registration duties at the rate of 0.1% notwithstanding the existence of a written statement (“acte”). As ordinary shares of Criteo are not listed, their transfer is subject to uncapped registration duties at the rate of 0.1% notwithstanding the existence of a written agreement (“acte”).

Although the official guidelines published by the French tax authorities are silent on this point, ADSs should remain outside of the scope of the aforementioned 0.1% registration duties.

Wealth Tax

The French wealth tax (impôt de solidarité sur la fortune) has been repealed by the finance bill for 2018 (loi de finances pour 2018) dated December 30, 2017. It used to apply only to individuals and did not generally apply to securities held by a U.S. Holder who is a resident pursuant to the provisions of the Treaty, provided that such U.S. Holder does not own directly or indirectly more than 25% of the issuer’s financial rights.

As from January 1, 2018, it has been replaced by a new real estate wealth tax (impôt sur la fortune immobilière) which applies only to 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.

French real estate wealth tax may only apply to a U.S. individual to the extent such individual holds, directly or indirectly, financial rights into a company the assets of which comprise French real estate assets that are not allocated to its operational activity. Such financial rights may be taxable for the fraction of their value representing the French real estate assets that are not allocated to an operational activity.

In any case, pursuant to Article 965 2° of the FTC, shares of an operating company holding French real estate assets in which the relevant individual holds, directly and indirectly, less than 10% of the share capital or voting rights are exempt from real estate wealth tax.

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 30% for corporate bodies or other legal entities (which is expected in principle to be progressively decreased to 25% in the coming years) or 12.8% for individuals. Dividends paid by a French corporation in a non-cooperative State or territory, as set out in the list referred to in Article 238-0 A of the FTC, will generally be subject to French withholding tax at a rate of 75%. However, eligible U.S. Holders entitled to Treaty benefits under the “Limitation on Benefits” provision contained in the Treaty who are U.S. residents, as defined pursuant to the provisions of the Treaty, will not be subject to the 12.8%, 30% in 2019 and 28% in 2020, or 75% withholding tax rate, but may be subject to the withholding tax at a reduced rate (as described below).  

Under the Treaty, the rate of French withholding tax on dividends paid to an eligible U.S. Holder who is a U.S. resident as defined pursuant to the provisions of the Treaty and whose ownership of the ordinary shares or ADSs is not effectively connected with a permanent establishment or fixed base that such U.S. Holder has in France, is generally reduced to 15%, or to 5% if such U.S. Holder is a corporation and owns directly or indirectly at least 10% of the share capital of the issuer; such U.S. Holder may claim a refund from the French tax authorities of the amount withheld in excess of the Treaty rates of 15% or 5%, if any.

For U.S. Holders that are not individuals but are U.S. residents, as defined pursuant to the provisions of the Treaty, the requirements for eligibility for Treaty benefits, including the reduced 5% or 15% withholding tax rates contained in the “Limitation on Benefits” provision of the Treaty, are complicated, and certain technical changes were made to these requirements by the protocol of January 13, 2009. U.S. Holders are advised to consult their own tax advisers regarding their eligibility for Treaty benefits in light of their own particular circumstances.

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Dividends paid to an eligible U.S. Holder may immediately be subject to the reduced rates of 5% or 15% 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 a treaty form (Form 5000).

Dividends paid to a 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%, 30% (in 2019), or 75% if paid in a non-cooperative State or territory (as defined in Article 238-0 A of the FTC), and then reduced at a later date to 5% or 15%, provided that such holder duly completes and provides the French tax authorities with the treaty forms Form 5000 and Form 5001 before December 31 of the second calendar year following the year during which the dividend is paid. Certain qualifying pension funds and certain other tax-exempt entities are subject to the same general filing requirements as other U.S. Holders except that they may have to supply additional documentation evidencing their entitlement to these benefits.

Form 5000 and Form 5001, together with instructions, will be provided by the depositary to all U.S. Holders registered with the depositary. The depositary will arrange for the filing with the French Tax authorities of all such forms properly completed and executed by U.S. Holders of ordinary shares or ADSs and returned to the depositary in sufficient time so that they may be filed with the French tax authorities before the distribution in order to obtain immediately a reduced withholding tax rate.

The withholding tax refund, if any, ordinarily occurs within 12 months from filing the applicable French Treasury Form, but not before January 15 of the year following the calendar year in which the related dividend was paid.

Tax on Sale or Other Disposition

As a matter of principle, under French tax law, U.S. Holder should not be subject to any French tax on any capital gain from the sale, exchange, repurchase or redemption by us of ordinary shares or ADSs, provided that all of the following apply to such U.S. Holder:

• U.S. Holder is not a French tax resident for French tax purposes; and,

• U.S. Holder has not held more than 25% of our dividend rights, known as “droits aux bénéfices sociaux” at any time during the preceding five years, either directly or indirectly, and, as relates to individuals, alone or with relatives; and,

• U.S. Holder has not transferred ordinary shares or ADSs as part of redemption by Criteo, in which case the proceeds may under certain circumstances be partially or fully characterized as dividends under French domestic law and, as result, be subject to French dividend withholding tax. As an exception, a U.S Holder, established, domiciled or incorporated in a non-cooperative State or territory as defined in Article 238-0 A of the FTC should be subject to a 75% withholding tax in France on any such capital gain, regardless of the fraction of the dividend rights it holds.

In case an applicable double tax treaty between France and the U.S. Holder country of residence contains more favorable provisions, a U.S. Holder may not be subject to any French income tax or capital gains tax in case of sale or disposal of any ordinary shares or ADSs of Criteo even if one or more of the above mentioned statements are not applicable.

Particularly, a U.S. Holder who is a U.S. tax resident for purposes of the Treaty and is entitled to Treaty benefit will not be subject to French tax on any such capital gain, unless the ordinary shares or the ADSs form part of the business property of a permanent establishment or fixed base that the U.S. Holder has in France.

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. Holder that is not a U.S. resident for Treaty purposes or is not entitled to Treaty benefit (and in both cases is not resident, established or incorporated in a non-cooperative State or territory as defined in Article 238-0 A of the FTC) and has held more than 25% of our dividend rights, known as “droits aux bénéfices sociaux” at any time during the preceding five years, either directly or indirectly, and, as relates to individuals, alone or with relatives will be subject to a levy in France at the rate of 31% in 2019 (and 28% in 2020) (which is anticipated to be progressively decreased to 25% in the coming years), if such U.S. Holder is a legal person, or 12.8% if such U.S. Holder is an individual.

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Special rules apply to U.S. Holders who are residents of more than one country. The discussion above is a summary of the material French tax consequences of an investment in our shares or ADSs and is based upon laws and relevant interpretations thereof in effect as of the date hereof, all of which are subject to change, possibly with retroactive effect. It does not cover all tax matters that may be of importance to a prospective investor. Each prospective investor is urged to consult its own tax advisor about the tax consequences to it of an investment in shares or ADSs in light of the investor’s own circumstances.

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Item 6.    Selected Financial Data

Our audited consolidated financial statements have been prepared in accordance with U.S. GAAP. We derived the selected consolidated statements of income data for the years ended December 31, 2017, 2018 and 2019 and selected consolidated statements of financial position data as of December 31, 2018 and 2019 from our audited consolidated financial statements included in Part IV, Item 15 “Exhibits and Financial Statements” of this Form 10-K. The selected consolidated statements of income data for the years ended December 31, 2015 and 2016 and the selected consolidated financial position data as of December 31, 2015, 2016 and 2017 have been derived from our audited consolidated financial statements and notes thereto which are not included in this Form 10-K. This data should be read together with Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as our audited consolidated financial statements and notes thereto appearing elsewhere in this Form 10-K. Our historical results are not necessarily indicative of the results to be expected in the future.

Consolidated Statements of Income Data:

	Year Ended December 31,
	2015			2016			2017			2018			2019
	(in thousands, except share and per share data)
Revenue	$	1,323,169		$	1,799,146		$	2,296,692		$	2,300,314		$	2,261,516
Cost of revenue (1):
Traffic acquisition costs	(789,152		)	(1,068,911		)	(1,355,556		)	(1,334,334		)	(1,314,947		)
Other cost of revenue	(62,201		)	(85,260		)	(121,641		)	(131,744		)	(117,533		)
Gross profit	471,816			644,975			819,495			834,236			829,036
Operating expenses
Research and development expenses (1)	(86,807		)	(123,649		)	(173,925		)	(179,263		)	(172,591		)
Sales and operations expenses (1)	(229,530		)	(282,853		)	(380,649		)	(372,707		)	(375,477		)
General and administrative expenses (1)	(79,145		)	(117,469		)	(127,077		)	(135,159		)	(139,754		)
Total operating expenses	(395,482		)	(523,971		)	(681,651		)	(687,129		)	(687,822		)
Income from operations	76,334			121,004			137,844			147,107			141,214
Financial income (expense)	(4,541		)	(546		)	(9,534		)	(5,084		)	(5,749		)
Income before taxes	71,793			120,458			128,310			142,023			135,465
Provision for income taxes	(9,517		)	(33,129		)	(31,651		)	(46,144		)	(39,496		)
Net income	$	62,276		$	87,329		$	96,659		$	95,879		$	95,969
Net income available to shareholders of Criteo S.A. (2)	$	59,553		$	82,272		$	91,214		$	88,644		$	90,745
Net income available to shareholders per share:
Basic	$	0.96		$	1.30		$	1.40		$	1.33		$	1.41
Diluted	$	0.91		$	1.25		$	1.34		$	1.31		$	1.38
Weighted average shares outstanding used in computing per share amounts:
Basic	61,835,499			63,337,792			65,143,036			66,456,890			64,305,965
Diluted	65,096,486			65,633,470			67,851,971			67,662,904			65,598,588

⁽¹⁾ Cost of revenue and operating expenses include equity awards compensation expense, pension service costs, depreciation and amortization expense, acquisition-related costs, restructuring costs and deferred price consideration as follows:

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	Year Ended December 31,
	2015			2016		2017		2018			2019
	(in thousands)
Equity awards compensation expense
Research and development expenses	$	6,520		$	12,108	$	21,093	$	21,232		$	15,036
Sales and operations expenses	11,678			16,838		31,386		29,244			19,301
General and administrative expenses	5,791			14,313		19,872		16,600			14,795
Total equity awards compensation expense (a)	23,989			43,259		72,351		67,076			49,132
Pension service costs
Research and development expenses	163			211		621		844			760
Sales and operations expenses	153			144		247		325			283
General and administrative expenses	125			169		363		522			513
Total pension service costs	441			524		1,231		1,691			1,556
Depreciation and amortization expense
Cost of revenue	29,866			38,469		53,988		67,347			44,866
Research and development expenses (b)	7,995			7,211		11,226		10,602			16,508
Sales and operations expenses (c)	5,178			7,757		19,844		18,245			24,914
General and administrative expenses	1,526			3,342		5,738		7,306			7,200
Total depreciation and amortization expense	44,565			56,779		90,796		103,500			93,488
Acquisition-related costs
General and administrative expenses	—			2,921		6		1,738			—
Total acquisition-related costs	—			2,921		6		1,738			—
Acquisition-related deferred price consideration
Research and development expense	324			85		—		—			—
Sales and operations expenses	—			—		—		—			—
General and administrative expenses	(2,218		)	—		—		—			—
Total acquisition-related deferred price considerations	(1,894		)	85		—		—			—
Restructuring
Cost of revenue	—			—		2,497		—
Research and development expenses	—			—		2,911		(332		)	2,000
Sales and operations expenses	—			—		1,825		290			8,810
General and administrative expenses	—			—		123		(11		)	2,772
Total Restructuring (d)	$	—		$	—	$	7,356	$	(53	)	$	13,582

^(a) Excludes $0.7 million, $(0.5) million and $(8.1) million disclosed as restructuring costs as of December 31, 2017, 2018 and 2019, respectively.

^(b) Includes acquisition-related amortization of intangible assets of $6.3 million, $4.1 million, $17.7 million, $15.8 million and $12.3 million (including the accelerated amortization for Manage technology due to a revised useful life for $2.2 million) as of December 31, 2015, 2016, 2017, 2018 and 2019, respectively.

^(c) Includes acquisition-related amortization of intangible assets of $3.2 million, $0.8 million, $10.0 million, $9.1 million and $15.6 million (including an impairment loss for Manage customers relationships for $4.6 million as of December 31, 2015, 2016, 2017, 2018 and 2019, respectively.

^(d) The Company recognized restructuring charges for its new organizational structure implemented to support its multi-product platform strategy as detailed below as of December 31, 2019:

	Year Ended December 31, 2019
(Gain) from forfeitures of share-based compensation expense	(4,849	)
Depreciation and amortization expense	(67	)
Facilities and impairment related costs	9,432
Payroll and Facilities related costs	6,145
Total restructuring costs	10,661

⁽²⁾ For the years ended December 31, 2015, 2016, 2017, 2018 and 2019, this excludes $2.7 million, $5.1 million, $5.4 million, $7.2 million and $5.2 million, respectively, of net income available to non-controlling interests in our Japanese subsidiary held by Yahoo! Japan.

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Reconciliation from Non-GAAP Operating Expenses to Operating Expenses under GAAP:

	Year Ended December 31,
	2015			2016			2017			2018			2019
	(in thousands)
Research and development expenses	$	(86,807	)	$	(123,649	)	$	(173,925	)	$	(179,263	)	$	(172,591	)
Equity awards compensation expense	6,520			12,108			21,093			21,232			15,036
Depreciation and amortization expense	7,995			7,211			11,226			10,602			16,508
Pension service costs	163			211			621			844			760
Acquisition-related deferred price consideration	324			85			—			—			—
Restructuring	—			—			2,911			(332		)	2,000
Non-GAAP - Research and development expenses	$	(71,805	)	$	(104,034	)	$	(138,074	)	$	(146,917	)	$	(138,287	)
Sales and operations expenses	(229,530		)	(282,853		)	(380,649		)	(372,707		)	(375,477		)
Equity awards compensation expense	11,678			16,838			31,386			29,244			19,301
Depreciation and amortization expense	5,178			7,757			19,844			18,245			24,914
Pension service costs	153			144			247			325			283
Restructuring	—			—			1,825			290			8,810
Non-GAAP - Sales and operations expenses	(212,521		)	(258,114		)	(327,347		)	(324,603		)	(322,169		)
General and administrative expenses	(79,145		)	(117,469		)	(127,077		)	(135,159		)	(139,754		)
Equity awards compensation expense	5,791			14,313			19,872			16,600			14,795
Depreciation and amortization expense	1,526			3,342			5,738			7,306			7,200
Pension service costs	125			169			363			522			513
Acquisition-related costs	—			2,921			6			1,738			—
Acquisition-related deferred price consideration	(2,218		)	—			—			—			—
Restructuring	—			—			123			(11		)	2,772
Non-GAAP - General and administrative expenses	(73,921		)	(96,724		)	(100,975		)	(109,004		)	(114,474		)
Total Operating expenses	(395,482		)	(523,971		)	(681,651		)	(687,129		)	(687,822		)
Equity awards compensation expense	23,989			43,259			72,351			67,076			49,132
Depreciation and Amortization expense	14,699			18,310			36,808			36,153			48,622
Pension service costs	441			524			1,231			1,691			1,556
Acquisition-related costs	—			2,921			6			1,738			—
Acquisition-related deferred price consideration	(1,894		)	85			—			—			—
Restructuring	—			—			7,356			(53		)	13,582
Total Non-GAAP Operating expenses	$	(358,247	)	$	(458,872	)	$	(566,396	)	$	(580,524	)	$	(574,930	)

    

Non-GAAP Operating Expenses are our consolidated operating expenses adjusted to eliminate the impact of depreciation and amortization, equity awards compensation expense, pension service costs, restructuring costs, acquisition-related costs and deferred price consideration. The Company uses Non-GAAP Operating Expenses to understand and compare operating results across accounting periods, for internal budgeting and forecasting purposes, for short-term and long-term operational plans, and to assess and measure our financial performance and the ability of our operations to generate cash. We believe Non-GAAP Operating Expenses reflects our ongoing operating expenses in a manner that allows for meaningful period-to-period comparisons and analysis of trends in our business. As a result, we believe that Non-GAAP Operating Expenses provides useful information to investors in understanding and evaluating our core operating performance and trends in the same manner as our management and in comparing financial results across periods. In addition, Non-GAAP Operating Expenses is a key component in calculating Adjusted EBITDA, which is one of the key measures we use to provide our quarterly and annual business outlook to the investment community.

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Consolidated Statements of Financial Position Data:

	Year Ended December 31,
	2015		2016		2017		2018		2019
	(in thousands)
Cash and cash equivalents	$	353,537	$	270,317	$	414,111	$	364,426	$	418,763
Total assets	$	841,719	$	1,211,186	$	1,531,300	$	1,597,135	$	1,790,384
Trade receivables, net of allowances for doubtful accounts	$	261,581	$	397,244	$	484,101	$	473,901	$	481,732
Total financial liabilities	$	10,428	$	85,580	$	3,657	$	3,508	$	4,405
Total liabilities	$	362,696	$	601,309	$	633,602	$	629,244	$	752,396
Total equity	$	479,023	$	609,877	$	897,698	$	967,891	$	1,037,988

Other Financial and Operating Data:

	Year Ended December 31,
	2015		2016		2017		2018		2019
	(in thousands, except number of clients)
Number of clients	10,198		14,468		18,118		19,419		20,247
Revenue ex-TAC (3)	$	534,017	$	730,235	$	941,136	$	965,980	$	946,569
Adjusted net income (4)	$	89,835	$	136,777	$	183,311	$	168,738	$	175,399
Adjusted EBITDA (5)	$	143,435	$	224,572	$	309,584	$	321,059	$	298,972

⁽³⁾ We define Revenue ex-TAC as our revenue excluding traffic acquisition costs, or TAC, generated over the applicable measurement period. Revenue ex-TAC is not a measure calculated in accordance with U.S. GAAP. We have included Revenue ex-TAC in this Form 10-K because it is a key measure used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, we believe that the elimination of TAC from revenue can provide a useful measure for period-to-period comparisons of our core business. Accordingly, we believe that Revenue ex-TAC provides useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors. Revenue ex-TAC has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Some of these limitations are: (a) other companies, including companies in our industry which have similar business arrangements, may address the impact of TAC differently; and (b) other companies may report Revenue ex-TAC or similarly titled measures but calculate them differently, which reduces their usefulness as a comparative measure. Because of these and other limitations, you should consider Revenue ex-TAC alongside our U.S. GAAP financial results, including revenue . The following table presents a reconciliation of Revenue ex-TAC to revenue, the most directly comparable U.S. GAAP measure, for each of the periods indicated:

	Year Ended December 31,
	2015			2016			2017			2018			2019
	(in thousands)
Revenue	$	1,323,169		$	1,799,146		$	2,296,692		$	2,300,314		$	2,261,516
Adjustment:
Traffic acquisition costs	(789,152		)	(1,068,911		)	(1,355,556		)	(1,334,334		)	(1,314,947		)
Revenue ex-TAC	$	534,017		$	730,235		$	941,136		$	965,980		$	946,569

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⁽⁴⁾ We define Adjusted Net Income as our net income adjusted to eliminate the impact of equity awards compensation expense, amortization of acquisition-related intangible assets, restructuring costs, acquisition-related costs and deferred price consideration and the tax impact of the foregoing adjustments. Adjusted Net Income is not a measure calculated in accordance with U.S. GAAP. We have included Adjusted Net Income in this Form 10-K because it is a key measure used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, we believe that the elimination of equity awards compensation expense, amortization of acquisition-related intangible assets, restructuring costs, acquisition-related costs and deferred price consideration and the tax impact of the foregoing adjustments in calculating Adjusted Net Income can provide a useful measure for period-to-period comparisons of our core business. Accordingly, we believe that Adjusted Net Income provides useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors. Our use of Adjusted Net Income has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Some of these limitations are: (a) Adjusted Net Income does not reflect the potentially dilutive impact of equity-based compensation or the impact of certain acquisition related costs; and (b) other companies, including companies in our industry, may calculate Adjusted Net Income or similarly titled measures differently, which reduces their usefulness as a comparative measure. Because of these and other limitations, you should consider Adjusted Net Income alongside our U.S. GAAP financial results, including net income. The following table presents a reconciliation of Adjusted Net Income to net income, the most directly comparable U.S. GAAP measure, for each of the periods indicated:

	Year Ended December 31,
	2015			2016			2017			2018			2019
	(in thousands)
Net income	$	62,276		$	87,329		$	96,659		$	95,879		$	95,969
Adjustments:
Equity awards compensation expense (a)	23,989			43,259			72,351			67,076			49,132
Amortization of acquisition-related intangible assets	6,342			4,131			17,731			15,821			27,906
Acquisition-related costs	—			2,921			6			1,738			—
Acquisition-related deferred price consideration	(1,894		)	85			—			—			—
Restructuring costs	—			—			7,356			(53		)	13,582
Tax impact of the above adjustments	(878		)	(948		)	(10,792		)	(11,723		)	(11,190		)
Adjusted net income	$	89,835		$	136,777		$	183,311		$	168,738		$	175,399

^(a) Excludes $0.7 million, $(0.5) million and $(8.1) million disclosed as restructuring costs as of December 31, 2017, 2018 and 2019, respectively.

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⁽⁵⁾ 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, restructuring costs, acquisition-related costs and deferred price consideration. Adjusted EBITDA is not a measure calculated in accordance with U.S. GAAP. We have included Adjusted EBITDA in this Form 10-K because it is a key measure used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, we believe that the elimination of equity awards compensation expense, pension service costs, restructuring costs, acquisition-related costs and deferred price consideration in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons of our core business. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors. Our use of Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Some of these limitations are: (a) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; (b) Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; (c) Adjusted EBITDA does not reflect the potentially dilutive impact of equity-based compensation; (d) Adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us; and (e) other companies, including companies in our industry, may calculate Adjusted EBITDA or similarly titled measures differently, which reduces their usefulness as a comparative measure. Because of these and other limitations, you should consider Adjusted EBITDA alongside our U.S. GAAP financial results, including net income. The following table presents a reconciliation of Adjusted EBITDA to net income, the most directly comparable U.S. GAAP measure, for each of the periods indicated:

	Year Ended December 31,
	2015			2016		2017		2018			2019
	(in thousands)
Net income	$	62,276		$	87,329	$	96,659	$	95,879		$	95,969
Adjustments:
Financial expense (income) net	4,541			546		9,534		5,084			5,749
Provision for income taxes	9,517			33,129		31,651		46,144			39,496
Equity awards compensation expense (a)	23,989			43,259		72,351		67,076			49,132
Pension service costs	441			524		1,231		1,691			1,556
Depreciation and amortization expense	44,565			56,779		90,796		103,500			93,488
Acquisition-related costs	—			2,921		6		1,738			—
Acquisition-related deferred price consideration	(1,894		)	85		—		—			—
Restructuring costs	—			—		7,356		(53		)	13,582
Total net adjustments	81,159			137,243		212,925		225,180			203,003
Adjusted EBITDA	$	143,435		$	224,572	$	309,584	$	321,059		$	298,972

^(a) Excludes $0.7 million, $(0.5) million and $(8.1) million disclosed as restructuring costs as of December 31, 2017, 2018 and 2019, respectively.

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Item 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations

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

Overview

We are a global technology company powering marketers with trusted and impactful advertising. We strive to deliver measurable business results at scale across multiple marketing goals for retailers and brands, through our self-service Criteo Platform. Using shopping data, artificial intelligence ("AI") technology and extensive consumer reach, we help marketers drive Awareness, Consideration and Conversion for their products and services¹, and help retailers generate advertising revenues from consumer brands. Our data is pooled among our clients and offers deep insights into consumer intent and purchasing habits. To drive trusted and impactful advertising for marketers, we activate our data assets in a privacy-by-design way through proprietary AI technology to engage consumers in real time by designing, pricing and delivering highly relevant digital advertisements ("ads") across devices and environments. We price our offering on a range of pricing models and measure our value based on clear, well-defined performance metrics, making our impact on the business of our clients both transparent and easy to measure.

Our clients include some of the largest and most sophisticated commerce companies in the world, along with world-class consumer brands. We partner with them to capture user activity on their websites and mobile applications ("apps"), which we define as digital properties, and optimize the performance of their ads based on that activity and other data. Demonstrating the depth and scale of our data, we collected data on $900 billion in online sales transactions² on our clients' digital properties in the year ended December 31, 2019. Based on this data and other assets, we delivered targeted ads that generated over 11 billion clicks² in the year ended December 31, 2019. As of December 31, 2019, we served more than 20,000 clients and, in each of the last three years, our average client retention rate, as measured on a quarterly basis, was approximately 90%.

We serve a wide range of clients and our revenue is not concentrated within any single client or group of clients. In 2017, 2018 and 2019, our largest client represented 1.9%, 2.0% and 2.8% of our revenue, respectively, and in 2017, 2018 and 2019, our largest 10 clients represented 11.2%, 11.7% and 11.4% of our revenue in the aggregate, respectively. There is no group of customers under common control or customers that are affiliates of each other constituting an aggregate amount equal to 10% or more of our consolidated revenues, the loss of which would have a material adverse effect on the Company.

We operate in 103 countries through a network of 29 offices located in Europe, Middle East, Africa (EMEA), the Americas and Asia-Pacific. As a result of our significant international operations, our revenue from outside of France, our home country, accounted for 93.6% of our revenue for year ended December 31, 2019.

The Company's foreign currency risk exposure to the British pound, the Japanese yen, the Brazilian real and the U.S dollar against the euro (the euro still remains the Group's functional currency) is described in Item 7 note B. Liquidity and Capital Resources to our Management's Discussion and Analysis included elsewhere in this Form 10-K.

^{___________________________________________________} 

¹ Driving Awareness for a brand means exposing its brand name to consumers who have not been in touch with the brand before, thereby creating brand awareness from such consumers. Driving Consideration for an advertiser's products or services means attracting prospective new consumers to consider engaging with and/or buying this advertiser's products or services. Driving Conversion for an advertisers' products or services means triggering a purchase by consumers who have already engaged with this advertisers products or services in the past.

² Excluding Criteo Retail Media

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Our financial results include:

• Revenue of $2,296.7 million, $2,300.3 million and 2,261.5 million for the years ended December 31, 2017, 2018 and 2019, respectively;

• Revenue ex-TAC, which is a non-U.S. GAAP financial measure, of $941.1 million, $966.0 million and $946.6 million for the years ended December 31, 2017, 2018 and 2019, respectively;

• Net Income of $96.7 million, $95.9 million and $96.0 million for the years ended December 31, 2017, 2018 and 2019, respectively; and

• Adjusted EBITDA, which is a non-U.S. GAAP financial measure, of $309.6 million, $321.1 million and $299.0 million for the years ended December 31, 2017, 2018 and 2019, respectively.

Please see footnotes 3, 4 and 5 to the Other Financial and Operating Data table in “Item 6. Selected Financial Data” in this Form 10-K for a reconciliation of Revenue to Revenue ex-TAC, Net Income to Adjusted EBITDA and Net Income to Adjusted Net Income respectively, in each case the most directly comparable financial measures calculated and presented in accordance with accounting principles generally accepted in the United States or "U.S. GAAP".

We are focused on maximizing Revenue ex-TAC. We believe this focus builds sustainable long-term value for our business and fortifies a number of our competitive strengths, including a highly liquid marketplace for digital advertising inventory. As part of this focus, we seek to maximize our percentage of overall marketing spend in the digital advertising market over the long-term. In addition, this focus enriches liquidity for both advertisers and publishers resulting in more effective advertising for clients, better monetization for publishers and more relevant advertisements for consumers. We believe our results of operations reflect this focus.  

Acquisitions

On October 29, 2018, we acquired Manage, a Silicon Valley-based company with an attractive app install advertising solution.

On August 3, 2018, we acquired Storetail, a Paris-based pioneering retail media technology platform enabling retailers to monetize native placements on their ecommerce sites.

Transition to U.S. GAAP and Change in Reporting Currency

As of June 30, 2015, we no longer met the requirements to qualify as a foreign private issuer under the Exchange Act. As a result, we began reporting as a domestic registrant as of January 1, 2016 and we are required under current SEC rules to prepare our financial statements in accordance with U.S. GAAP, rather than IFRS, and to present our financial information in U.S. dollars instead of euros. The transition from consolidated financial statements under IFRS to U.S. GAAP only impacted the presentation of our consolidated statement of financial position (order of liquidity) and of our consolidated statement of cash flows (effect of exchange rate changes on cash and cash equivalents). The functional currency of the Company remains the euro, while our reporting currency changed from the euro to the U.S. dollar. Consequently, since we incur portions of our expenses and derive revenues in currencies other than the euro, we are exposed to foreign currency exchange risk as our results of operations and cash flows are subject to fluctuations in foreign currency exchange rates. Foreign exchange risk exposure also arises from intra-company transactions and financing with subsidiaries that have a functional currency different than the euro.

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A. Operating Results.

Basis of Presentation

The key elements of our results of operations include:

Revenue

We sell personalized display advertisements featuring product-level recommendations either directly to clients or to advertising agencies. Historically, the Criteo model has focused solely on converting our clients' website visitors into customers, enabling us to charge our clients only when users engage with an ad we deliver, usually by clicking on it. More recently, we have expanded our solutions to address a broader range of marketing goals for our clients.

We offer two families of solutions to our commerce and brand clients:

• Criteo Marketing Solutions allow commerce companies to address multiple marketing goals by engaging their consumers with personalized ads across the web, mobile and offline store environments.

• Criteo Retail Media solutions allow retailers to generate advertising revenues from consumer brands, and/or to drive sales for themselves, by monetizing their data and audiences through personalized ads, either on their own digital property or on the open Internet, that address multiple marketing goals.

In conjunction with expanding our solutions, we have also started expanding our pricing models to now include a combination of cost-per-install and cost-per-impression for selected new solutions, in addition to cost-per-click.

We recognize revenues when we transfer control of promised services directly to our clients or to advertising agencies, which we collectively refer to as our clients, in an amount that reflects the consideration to which we expect to be entitled to in exchange for those services.

For campaigns priced on a cost-per-click and cost-per-install basis, we bill our clients when a user clicks on an advertisement we deliver or installs an application by clicking on an advertisement we delivered, respectively. For these pricing models, we recognize revenue when a user clicks on an advertisement or installs an application.     

For campaigns priced on a cost-per-impression basis, we bill our clients based on the number of times an advertisement is displayed to a user. For this pricing model, we recognize revenue when an advertisement is displayed.

We act as principal in our arrangements because (i) we control the advertising inventory (spaces on websites) before it is transferred to our clients; (ii) we bear sole responsibility for fulfillment of the advertising promise and inventory risks and (iii) we have full discretion in establishing prices. Therefore, based on these factors, we report revenue earned and the related costs incurred on a gross basis.

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. We purchase impressions directly from publishers or third-party intermediaries, such as advertisement exchanges. We recognize cost of revenue on a publisher by publisher basis as incurred. Costs owed to publishers but not yet paid are recorded in our Consolidated Statements of Financial Position as trade payables.

For some solutions within Criteo Retail Media, we pay for the inventory of our retailer partners on a revenue sharing basis, effectively paying the retailers a portion of the click-based revenue generated by user clicks on the sponsored products advertisements displaying the products of our consumer brand clients.

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

Other Cost of Revenue. Other cost of revenue includes expenses related to third-party hosting fees, depreciation of data center equipment and the cost of data purchased from third parties. The Company does not build or operate its own data centers and none of its Research and Development employments are dedicated to revenue generating activities. As a result, we do not include the costs of such personnel in other cost of revenue.

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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. We grew from 2,503 employees at January 1, 2017 to 2,755 employees at December 31, 2019.

We include equity awards compensation expense in connection with grants of share options, warrants, and restricted share units ("RSUs") in the applicable operating expense category based on the respective equity award recipient’s function (Research and development, Sales and operations, General and administrative).

Research and Development Expense. Research and development expense consists primarily of personnel-related costs for our employees working in the engine, platform, site reliability engineering, scalability, infrastructure, engineering program management, product, analytics and other teams, including salaries, bonuses, equity awards compensation and other personnel related costs. Our research and development function was supplemented in January 2013 to include a dedicated product organization following the appointment of a Chief Product Officer. Also included are non-personnel costs such as subcontracting, consulting and professional fees to third-party development resources, allocated overhead and depreciation and amortization costs. These expenses are partially offset by the French research tax credit that is conditional upon the level of our expenditures in research and development.

Our research and development efforts are focused on enhancing the performance of our solution and improving the efficiency of the services we deliver to our clients and publisher partners. All development costs, principally headcount-related costs, are expensed as management determines that technological feasibility is reached, shortly before the release of the developed products or features. As a result, the development costs incurred after the establishment of technological feasibility and before the release of those products or features are not material and, accordingly, are expensed as incurred. Capitalized costs mainly relates to internally developed internal-use software and IT licenses.

The number of employees in research and development functions grew from 603 at January 1, 2017 to 681 at December 31, 2019. On October 7, 2019, in connection with the new organization structure, the Company announced a plan to restructure its R&D activities with the closing of its R&D operations in Palo Alto, and we expect our headcount to be slightly reduced upon completion of this restructuring. We expect research and development expenses to slightly decrease as a percentage of our revenue. We believe our continued investment in research and development to be critical to maintaining and improving our technology within the Criteo Platform, our quality of service and our competitive position.

Sales and Operations Expense. Sales and operations expense consists primarily of personnel-related costs for our employees working in our sales, account strategy, sales operations, publisher business development, analytics, marketing, technical solutions, creative services and other teams, including salaries, bonuses, equity awards compensation, and other personnel-related costs. Additional expenses in this category include travel and entertainment, marketing and promotional events, marketing activities, provisions for doubtful accounts, subcontracting, consulting and professional fees paid to third parties, allocated overhead and depreciation and amortization costs. The number of employees in sales and operations functions declined from 1,489 at January 1, 2017 to 1,578 at December 31, 2019. In order to expand our business, we expect to make targeted investments in our resources in some areas of our sales and operations. Yet, we expect sales and operations expenses to remain fairly flat as a percentage of revenue over time as weincrease the productivity of our sales and operations teams.

General and Administrative Expense. General and administrative expense consists primarily of personnel costs, including salaries, bonuses, equity awards compensation, pension benefits and other personnel-related costs for our administrative, legal, information technology, human resources, facilities and finance teams. Additional expenses included in this category include travel-related expenses, subcontracting and professional fees, audit fees, tax services and legal fees, as well as insurance and other corporate expenses, along with allocated overhead and depreciation and amortization costs. The number of employees in general and administrative functions grew from 411 at January 1, 2017 to 496 at December 31, 2019. We expect our general and administrative expense to decrease as a percentage of revenue over time as we increase the productivity of our general and administrative teams.

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Financial Income (Expense)

Financial 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). We are exposed to changes in exchange rates primarily in the United States, the United Kingdom, Japan, Korea and Brazil. The U.S. dollar, the British pound, the Korean won, the Japanese yen and the Brazilian real are our most significant foreign currency exchange risks. At December 31, 2019, our exposure to foreign currency risk was centralized at parent company level and hedged. These exchange differences in euro are then translated into U.S. dollars (the Company's reporting currency) according to the average euro/U.S. dollar exchange rate.

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

We monitor foreign currency exposure and look to mitigate exposures through normal business operations and hedging strategies.

Provision for Income Taxes

We are subject to potential income taxes in France, the United States and numerous other jurisdictions. We recognize tax liabilities based on estimates of whether additional taxes will be due. These tax liabilities are recognized when we believe that certain positions may not be fully sustained upon review by tax authorities, notwithstanding our belief that our tax return positions are supportable.

Our effective tax rates differ from the statutory rate applicable to us primarily due to valuation allowance on deferred tax assets, differences between domestic and foreign jurisdiction tax rates, Research Tax Credit offsets, which are non-taxable items, potential tax audit provision settlements, share-based compensation expenses that are non-deductible in some jurisdictions under certain circumstances, and transfer pricing adjustments. We license access to our technology to our subsidiaries and charge a royalty fee to these subsidiaries for such access. In France, we benefit from a reduced tax rate of 10% on a large portion of this technology royalty income.

On September 27, 2017, we received a draft notice of proposed adjustment from the Internal Revenue Service ("IRS") audit of Criteo Corp. for the year ended December 31, 2014, confirmed by the definitive notice dated February 8, 2018. If the IRS prevails in its position, it could result in an additional federal tax liability of an estimated maximum aggregate amount of $15.0 million, excluding relative fees, interest and penalties. We strongly disagree with the IRS's position as asserted in the draft notice of proposed adjustment and intend to contest it.

No uncertain tax positions were identified as of December 31, 2019.

Critical Accounting Policies and Significant Judgments and Estimates

Our consolidated financial statements are prepared in accordance with U.S. GAAP. The preparation of our consolidated financial statements requires us to make estimates, assumptions and judgments that affect the reported amounts of revenue, assets, liabilities, costs and expenses. We base our estimates and assumptions on historical experience and other factors that we believe to be reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates.

An accounting policy is deemed to be critical if it requires an accounting estimate to be made on assumptions about matters that are highly uncertain at the time the estimate is made, if different estimates reasonably could have been used, or if changes in the estimate that are reasonably possible could materially impact the financial statements. We believe estimates associated with revenue recognition, trade receivables, net of allowances for doubtful accounts, deferred tax assets, uncertain tax positions, impact of tax reforms in the U.S., goodwill and intangible assets, internal-use software and equity awards compensation have the greatest potential impact on our consolidated financial statements. Therefore, we consider these to be our critical accounting policies and estimates. See Note 1. Principles and Accounting Methods to our audited consolidated financial statements beginning on page F-1 for a description of our other significant accounting policies.

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Revenue Recognition

We recognize revenues when we transfer control of promised services directly to our clients or to advertising agencies, which we collectively refer to as our clients, in an amount that reflects the consideration to which we expect to be entitled to in exchange for those services.

For campaigns priced on a cost-per-click and cost-per-install basis, we bill our clients when a user clicks on an advertisement we deliver or installs an application by clicking on an advertisement we delivered, respectively. For these pricing models, we recognize revenue when a user clicks on an advertisement or installs an application.     

For campaigns priced on a cost-per-impression basis, we bill our clients based on the number of times an advertisement is displayed to a user. For this pricing model, we recognize revenue when an advertisement is displayed.

We act as principal in our arrangements because (i) we control the advertising inventory (spaces on websites) before it is transferred to our clients; (ii) we bear sole responsibility for fulfillment of the advertising promise and inventory risks and (iii) we have full discretion in establishing prices. Therefore, based on these factors, we report revenue earned and the related costs incurred on a gross basis.

Trade Receivables, Net of Allowances for Doubtful Accounts

We carry our accounts receivable at net realizable value. On a periodic basis, our management evaluates our accounts receivable and determines whether to provide an allowance or if any accounts should be written down and charged to expense as a bad debt. The evaluation is based on a past history of collections, current credit conditions, the length of time the trade receivable is past due and a past history of write downs. A trade receivable is considered past due if we have not received payments based on agreed-upon terms. A higher default rate than estimated or a deterioration in our major clients’ creditworthiness could have an adverse impact on our future results. Allowances for doubtful accounts on trade receivables are recorded in “Sales and Operations” in our consolidated statements of income. We generally do not require any security or collateral to support our trade receivables. The amount of allowance for doubtful accounts charged to our consolidated statements of income for the years ended December 31, 2017, 2018 and 2019 was $13.3 million, $17.7 million and $11.1 million, respectively and represented 2.7%, 3.7% and 2.3% of our trade receivables, net of allowances, as of December 31, 2017, 2018, and 2019, respectively.

Deferred Tax Assets

Deferred taxes are recorded on all temporary differences between the financial reporting and tax bases of assets and liabilities, and on tax losses, using the liability method. Differences are defined as temporary when they are expected to reverse within a foreseeable future. We may only recognize deferred tax assets if, based on the projected taxable incomes within the next three years, we determine that it is probable that future taxable profit will be available against which the unused tax losses and tax credits can be utilized. As a result, the measurement of deferred income tax assets is reduced, if necessary, by a valuation allowance for any tax benefits which are not expected to be realized. If future taxable profits are considerably different from those forecasted that support recording deferred tax assets, we will have to revise downwards or upwards the amount of 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.

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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. These uncertain tax positions include our estimates for transfer pricing that have been developed based upon analyses of appropriate arms-length prices. Similarly, our estimates related to uncertain tax positions concerning research tax credits are based on an assessment of whether our available documentation corroborating the nature of our activities supporting the tax credits will be sufficient. Although we believe that we have adequately reserved for our uncertain tax positions (including net interest and penalties), we can provide no assurance that the final tax outcome of these matters will not be materially different. We make adjustments to these reserves in accordance with the income tax accounting guidance when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different from the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made, and could have a material impact on our financial condition and operating results.

Goodwill and Intangible Assets

Acquired intangible assets are accounted for at acquisition cost less accumulated amortization and any impairment loss. Acquired intangible assets are amortized over their estimated useful lives of three to nine years on a straight-line method. Intangible assets are reviewed for impairment whenever events or changes in circumstances such as, but not limited to, significant declines in revenue, earnings or cash flows or material adverse changes in the financial and economic environment indicate that the carrying amount of an asset may be impaired.

Goodwill is not amortized and is tested for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The Company has determined that it operates as a single reporting unit and has selected December 31 as the date to perform its annual impairment test. In the impairment assessment of its goodwill, the Company performs a two-step impairment test, which involves assumptions regarding estimated future cash flows to be derived from the Company. If these estimates or their related assumptions change in the future, the Company may be required to record impairment for these assets.

The first step of the impairment test involves comparing the fair value of the reporting unit to its net book value, including goodwill. If the net book value exceeds its fair value, then the Company would perform the second step of the goodwill impairment test to determine the amount of the impairment loss. The impairment loss to be recognized would be calculated by comparing the implied fair value of the Company to its net book value. In calculating the implied fair value of the Company’s goodwill, the fair value of the Company would be allocated to all of the other assets and liabilities based on their fair values. The excess of the fair value of the Company over the amount assigned to its other assets and liabilities is the implied fair value of goodwill. An impairment loss would be recognized in the Consolidated Statement of Income when the carrying amount of goodwill exceeds its implied fair value.

There has been no impairment of goodwill during the years ended December 31, 2017, 2018 and 2019, as the Company's reporting unit's fair value was substantially in excess of the carrying value based on the annual goodwill impairment test.

Internal-Use Software

Costs related to customized internal-use software that have reached the application development stage are capitalized. Capitalization of such costs begins when the preliminary project stage is complete and stops when the project is substantially complete and is ready for its intended purpose. In making this determination, several analyses for each phase are performed, including analysis of the feasibility, availability of resources, intention to use and future economic benefits. Amortization of these costs begins when capitalization stops and is calculated on a straight-line basis over the assets’ useful lives estimated at three to five years. Costs incurred during the preliminary development stage, as well as maintenance and training costs, are expensed as incurred.

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Equity Awards Compensation

We account for share-based compensation in accordance with ASC 718 - Compensation - Stock Compensation. Under the fair value recognition provisions of this guidance, share-based compensation is measured at the grant date based on the fair value of the award and is recognized as expense, over the requisite service period, which is generally the vesting period of the respective award.  

Determining the fair value of share-based awards at the grant date requires judgment. The determination of the grant date fair value of RSUs is based on the share price on the grant date. We use the Black-Scholes option-pricing model to determine the fair value of share options. The determination of the grant date fair value of options using an option-pricing model is affected by our estimated ordinary share fair value as well as assumptions regarding a number of other complex and subjective variables.

These variables include the fair value of our ordinary shares, the exercise price of the option, the expected term of the options, our expected share price volatility, risk-free interest rates, and expected dividends, which are estimated as follows:

• Fair value of our ordinary shares. Following our initial public offering, we established a policy of using the closing sales price per ADS as quoted on the Nasdaq on the date of grant for purposes of determining the fair value of ordinary shares.

• Exercise price of the option. Following our initial public offering, we established a policy of using the closing sales price per ADS as quoted on the Nasdaq on the date of grant for purposes of determining the exercise price with a floor value of 95% of the average of the closing sales price per ADS for the 20 trading days preceding the grant.

• Expected term. The expected term represents the period that our share-based awards are expected to be outstanding. As we do not have sufficient historical experience for determining the expected term of the ordinary share option awards granted, we have based our expected term on the simplified method, which represents the average period from vesting to the expiration of the award.

• Expected volatility. Prior to our initial public offering, as we did not have a trading history for our ordinary shares, the expected share price volatility for our ordinary shares was estimated by taking the average historic price volatility for industry peers based on daily price observations over a period equivalent to the expected term of the ordinary share option grants. From the initial public offering, the expected share price volatility takes into account the Criteo closing share price from the initial public offering date to the grant date and closing share price of industry peers for the remaining expected term of the ordinary share option grant.

• Risk-free rate. The risk-free interest rate is based on the yields of France Treasury securities with maturities similar to the expected term of the options for each option group.

• Dividend yield. We have never declared or paid any cash dividends and do not presently plan to pay cash dividends in the foreseeable future. Consequently, we use an expected dividend yield of zero.

If any of the assumptions used in the Black-Scholes model changes significantly, share-based compensation for future awards may differ materially compared with the awards granted previously.

The following table presents the range of assumptions used to estimate the fair value of options granted during the periods presented:  

	Year Ended December 31,
	2017		2018		2019
Volatility	41.3%		40.7% - 41.5%		39.2% - 41.2%
Risk-free interest rate	0.00%		0.60% - 0.90%		0.00% - 0.10%
Expected life (in years)	6 years		6 years		6 years
Dividend yield	—	%	—	%	—	%

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Recent Accounting Pronouncements

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

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Results of Operations for the Years Ended December 31, 2017, 2018 and 2019

Revenue

Information in this Form 10-K with respect to results presented on a constant currency basis was calculated by applying prior period average exchange rates to current period results. Management reviews and analyzes business results excluding the effect of foreign currency translation because they believe this better represents our underlying business trends. Below is a table which reconciles the actual results presented in this section with the results presented on a constant currency basis.

	Year Ended December 31,								% change
	2017			2018			2019		2017 vs 2018		2018 vs 2019
	(in thousands)
Revenue as reported	$	2,296,692		$	2,300,314		$	2,261,516	0.2	%	(2	)%
Conversion impact U.S. dollar/other currencies	$	(4,809	)	(19,118		)	51,373
Revenue at constant currency (*)	2,291,883			2,281,196			2,312,889		(1	)%	1	%
Americas
Revenue as reported	$	990,424		$	954,073		$	952,154	(4	)%	(0.2	)%
Conversion impact U.S. dollar/other currencies	(6,812		)	7,693			4,584
Revenue at constant currency (*)	$	983,612		$	961,766		$	956,738	(3	)%	0.3	%
EMEA
Revenue as reported	$	808,961		$	839,825		$	806,197	4	%	(4	)%
Conversion impact U.S. dollar/other currencies	(7,179		)	(21,553		)	44,478
Revenue at constant currency (*)	$	801,782		$	818,272		$	850,675	1	%	1	%
Asia-Pacific
Revenue as reported	$	497,307		$	506,416		$	503,165	2	%	(1	)%
Conversion impact U.S. dollar/other currencies	9,186			(5,258		)	2,311
Revenue at constant currency (*)	$	506,493		$	501,158		$	505,476	1	%	(0.2	)%

^(*) Revenue at constant currency excludes the impact of foreign currency fluctuations and is computed by applying the average exchange rates for the prior year to the following year figures.

2019 Compared to 2018

Revenue for 2019 decreased $(38.8) million, or (2)% (or increased 1% on a constant currency basis) to $2,261.5 million, compared to 2018. The year-over-year increase in revenue at constant currency was entirely driven by new clients, offsetting the decrease in our business with existing clients. We added 828 net new clients across regions and client sizes over the period, a lower volume than the prior year. This was primarily driven by focused execution and productivity improvements in the midmarket category leading to higher additions of higher-value midmarket clients. Contribution from existing clients was impacted by lower retargeting spend from large clients, as well as by a general softness in the web environment, where users tend to progressively spend less time than in apps, where our solutions do not yet contribute significantly to our revenue growth, despite continued adoption of our new products.

Our revenue in the Americas region decreased (0.2)% (or increased 0.3% on a constant currency basis) to $952.2 million for 2019 compared to 2018. Growth was driven by the acceleration of our midmarket business driven by larger midmarket clients, as well as continued traction in our Criteo Retail Media business in the U.S., partly offset by lower retargeting spend by large clients.

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Our revenue in the EMEA region decreased (4)% (or increased 1% on a constant currency basis) to $806.2 million for 2019 compared to 2018. This increase at constant currency was largely driven by accelerated growth in our midmarket business and by the positive traction of our new solutions, including Retail Media, partly offset by softer business with large customers.

Our revenue in the Asia-Pacific region decreased (1)% (or (0.2)% on a constant currency basis) to $503.2 million for 2019 compared to 2018. This slight decrease at constant currency was driven by a slow-down in our large customer business in Japan, South-East Asia and Australia, despite strong growth across client categories in Korea and our growing midmarket business across the region.

Additionally, our $2,261.5 million of revenue for 2019 was negatively impacted by $(51.4) million of currency fluctuations, particularly as a result of the depreciation of the Japanese yen, the British pound, the Korean won, the Brazilian real and the Euro, compared to the U.S. dollar.

The year-over-year growth in revenue on a constant currency basis was entirely attributable to an increased number of clicks delivered on the advertising banners displayed by us and the increased number of impressions delivered by us, offsetting the decrease in the average cost-per-click charged to advertisers.

2018 Compared to 2017

Revenue for 2018 increased $3.6 million, or 0.2% (or decreased (1)% on a constant currency basis) to $2,300.3 million, compared to 2017. Revenue was impacted by the discontinuation of certain products over the period. Revenue from new clients contributed 63% to the year-over-year revenue growth of the period, while revenue from existing clients contributed 37%. Business with our existing clients was generally resilient despite significant headwinds resulting in softer contribution to revenue growth. We added 1,301 net new clients across regions and client sizes over the period, a lower volume than the prior year, primarily driven by delayed sales headcount hiring and increased employee attrition, particularly in the midmarket.

Offsetting this, clients increasingly used our Criteo Marketing Solutions to address new marketing goals, particularly Consideration, as well as Criteo Retail Media solutions, launched campaigns in new environments, such as apps, and benefited from our broader direct connections with publishers through Criteo Direct Bidder.

Our revenue in the Americas region decreased (4)% (or (3)% on a constant currency basis) to $954.1 million for 2018 compared to 2017. While we saw continued strength with our largest existing clients in the United States, execution was more difficult in the midmarket across the region and we experienced prolonged difficult market conditions in Latin America.

We saw a positive impact from the continued ramp up of our expanded Criteo Marketing Solutions and Criteo Retail Media solutions, in particular in the United States. Contribution from existing clients was negatively impacted by user coverage limitations across the region, and the discontinuation of certain products over the period. Contribution from new clients was negatively impacted by hiring delays within our sales teams.

Our revenue in the EMEA region increased 4% (or 1% on a constant currency basis) to $839.8 million for 2018 compared to 2017. This was largely driven by solid growth in Germany, Russia and Middle-East, as well as the traction from our broader solutions offering. External negative factors, including the implementation of the GDPR, as well as some short-term disturbance related to the implementation of our new go-to-market model across the region had a temporary negative impact on revenue growth.

Our revenue in the Asia-Pacific region increased 2% (or 1% on a constant currency basis) to $506.4 million for 2018 compared to 2017. Overall, revenue growth was driven by a stronger business in Korea (particularly in apps) and India and Japan (particularly with large clients).

Additionally, our $2,300.3 million of revenue for 2018 was positively impacted by $19.1 million of currency fluctuations, particularly as a result of the strengthening of the Japanese yen, the British pound and the euro partially offset by the depreciation of the Brazilian real and the Turkish lira, compared to the U.S. dollar.

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The year-over-year decrease in revenue on a constant currency basis was attributable to a slight decrease in the average cost-per-click, not entirely offset by growth in the volume of clicks delivered on the advertisements displayed by us.

Cost of Revenue

	Year Ended December 31,									% change
	2017			2018			2019			2017 vs 2018	2018 vs 2019
	(in thousands, except percentages)
Traffic acquisition costs	$	(1,355,556	)	$	(1,334,334	)	$	(1,314,947	)	(2)%	(1)%
Other cost of revenue	(121,641		)	(131,744		)	(117,533		)	8%	(11)%
Total cost of revenue	$	(1,477,197	)	$	(1,466,078	)	$	(1,432,480	)	(1)%	(2)%
% of revenue	(64		)%	(64		)%	(63		)%
Gross profit %	36		%	36		%	37		%

2019 Compared to 2018

Cost of revenue for 2019 decreased $(33.6) million, or (2)%, compared to 2018. This decrease was primarily the result of a $(19.4) million, or (1)% decrease in traffic acquisition costs (or an increase of 1% on a constant currency basis), and a $(14.2) million, or (11)% (or (9)% on a constant currency basis), decrease in other cost of revenue.

The increase in traffic acquisition costs on a constant currency basis related primarily to an increase of 9.2% in the total number of impressions we purchased, partly offset by a (9.8)% decrease (or (7.8)% decrease on a constant currency basis) in the average CPM for inventory purchased. The increase in the volume of purchased impressions reflects our expanding relationships with existing and new publisher partners to support the growth in our client demand for advertising campaigns. The year-over-year decrease in average CPM was driven by a combination of factors, including the effectiveness of our Criteo Direct Bidder, which allows us to buy quality inventory directly from large publishers and remove intermediary fees in the process, as well as of the growing share of in-app inventory in our business, which inventory cost tends to be slightly lower than that in the web browser environment.

The decrease in other cost of revenue includes a $(22.5) million decrease in the allocated depreciation and amortization expense following the changes in our estimation of the useful life of the servers and other equipment used in our data centers from 3 to 5 years, partially offset by a $5.9 million increase in other cost of sales and a $2.4 million increase in hosting costs.

2018 Compared to 2017

Cost of revenue for 2018 decreased $(11.1) million, or (1)%, compared to 2017. This decrease was primarily the result of a $(21.2) million, or (2)% (or (2)% on a constant currency basis), decrease in traffic acquisition costs and a $10.1 million, or 8% (or 8% on a constant currency basis), increase in other cost of revenue.

The decrease in traffic acquisition costs related primarily to a (2.7)% decrease (or (3.2)% decrease on a constant currency basis) in the average CPM for inventory purchased, partly offset by an increase of 1.2% in the total number of impressions we purchased. The increase in the volume of purchased impressions reflects our expanding relationships with existing and new publisher partners to support the growth in our client demand for advertising campaigns. The year-over-year decrease in average CPM was driven by a combination of factors, including the effectiveness of our Criteo Direct Bidder, which allows to buy quality inventory directly from large publishers and remove intermediary fees in the process, as well as of the growing share of in-app inventory in our business, which inventory cost tends to be slightly lower than that in the web browser environment.

The increase in other cost of revenue includes a $13.1 million increase in allocated depreciation and amortization expense and a $0.1 million increase in other cost of sales partially offset by a $3.1 million decrease in hosting costs.

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Revenue excluding Traffic Acquisition Costs

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

The following table sets forth our revenue, traffic acquisition costs and Revenue ex-TAC by region, including the Americas (North and South America), Europe, Middle East and Africa, or EMEA, and Asia-Pacific:

		Year Ended December 31,
	Region	2017			2018			2019
		(in thousands)
Revenue	Americas	$	990,424		$	954,073		$	952,154
	EMEA	808,961			839,825			806,197
	Asia-Pacific	497,307			506,416			503,165
	Total	$	2,296,692		$	2,300,314		$	2,261,516
Traffic acquisition costs	Americas	$	(619,393	)	$	(579,597	)	$	(579,175	)
	EMEA	(450,297		)	(471,654		)	(453,530		)
	Asia-Pacific	(285,866		)	(283,083		)	(282,242		)
	Total	$	(1,355,556	)	$	(1,334,334	)	$	(1,314,947	)
Revenue ex-TAC (1)	Americas	$	371,031		$	374,476		$	372,979
	EMEA	358,664			368,171			352,667
	Asia-Pacific	211,441			223,333			220,923
	Total	$	941,136		$	965,980		$	946,569

⁽¹⁾ We define Revenue ex-TAC as our revenue excluding traffic acquisition costs generated over the applicable measurement period. Revenue ex-TAC and Revenue ex-TAC by Region are not measures calculated in accordance with U.S. GAAP. We have included Revenue ex-TAC and Revenue ex-TAC by Region in this Form 10-K because they are key measures used by our management and board of directors to evaluate operating performance and generate future operating plans. In particular, we believe that the elimination of TAC from revenue and review of these measures by region can provide useful measures for period-to-period comparisons of our core business. Accordingly, we believe that Revenue ex-TAC and Revenue ex-TAC by Region provide useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors. Our use of Revenue ex-TAC and Revenue ex-TAC by Region has limitations as an analytical tool, and you should not consider them in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Some of these limitations are: (a) other companies, including companies in our industry which have similar business arrangements, may address the impact of TAC differently; (b) other companies may report Revenue ex-TAC and Revenue ex-TAC by Region or similarly titled measures but define the regions differently, which reduces their effectiveness as a comparative measure; and (c) other companies may report Revenue ex-TAC or similarly titled measures but calculate them differently, which reduces their usefulness as a comparative measure. Because of these and other limitations, you should consider Revenue ex-TAC and Revenue ex-TAC by Region alongside our other U.S. GAAP financial results, including revenue. The above table provides a reconciliation of Revenue ex-TAC by region to revenue by region. Please also refer to footnote 3 to the "Other Financial and Operating Data" table in “Item 6. Selected Financial Data” in this Form 10-K for a reconciliation of Revenue ex-TAC to revenue, the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.

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Constant Currency Reconciliation

Information in this Form 10-K with respect to results presented on a constant currency basis was calculated by applying prior period average exchange rates to current period results. Management reviews and analyzes business results excluding the effect of foreign currency translation because they believe this better represents our underlying business trends. Below is a table which reconciles the actual results presented in this section with the results presented on a constant currency basis:  

	Year Ended December 31,									% change
	2017			2018			2019			2017 vs 2018	2018 vs 2019
	(in thousands)
Revenue as reported	$	2,296,692		$	2,300,314		$	2,261,516		0.2%	(2)%
Conversion impact U.S. dollar/other currencies	(4,809		)	(19,118		)	51,373
Revenue at constant currency	$	2,291,883		$	2,281,196		$	2,312,889		(1)%	1%
Traffic acquisition costs as reported	$	(1,355,556	)	$	(1,334,334	)	$	(1,314,947	)	(2)%	(1)%
Conversion impact U.S. dollar/other currencies	2,186			10,433			(28,831		)
Traffic acquisition cost at constant currency	$	(1,353,370	)	$	(1,323,901	)	$	(1,343,778	)	(2)%	1%
Revenue ex-TAC as reported	$	941,136		$	965,980		$	946,569		3%	(2)%
Conversion impact U.S. dollar/other currencies	(2,624		)	(8,686		)	22,542
Revenue ex-TAC at constant currency	$	938,512		$	957,294		$	969,111		2%	0.3%
Other cost of revenue as reported	$	(121,641	)	$	(131,744	)	$	(117,533	)	8%	(11)%
Conversion impact U.S. dollar/other currencies	(990		)	(114		)	(1,856		)
Other cost of revenue at constant currency	$	(122,631	)	$	(131,858	)	$	(119,389	)	8%	(9)%

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Research and Development Expenses

	Year Ended December 31,									% change
	2017			2018			2019			2017 vs 2018	2018 vs 2019
	(in thousands, except percent of revenue)
Research and development expenses	$	(173,925	)	$	(179,263	)	$	(172,591	)	3%	(4)%
% of revenue	(8		)%	(8		)%	(8		)%

2019 Compared to 2018

Research and development expenses for 2019 decreased $(6.7) million, or (4)%, compared to 2018. This decrease mainly related to an increase in the French Research Tax Credit and a decrease of headcount-related costs due to a lower share-based compensation expense, partially offset by an increased amortization expense for Manage technology due to a revised useful life (see Note 8). On October 7, 2019, in connection with the new organization structure, the Company announced a plan to restructure its R&D activities with the closing of its R&D operations in Palo Alto. The company incurred net restructuring costs of $0.7 million (see Note 2).

2018 Compared to 2017

Research and development expenses for 2018 increased $5.3 million, or 3%, compared to 2017. This increase mainly related to an increase of headcount-related costs and other expenses, partially offset by an increase in the French Research Tax Credit.

Sales and Operations Expenses

	Year Ended December 31,									% change
	2017			2018			2019			2017 vs 2018	2018 vs 2019
	(in thousands, except percent of revenue)
Sales and operations expenses	$	(380,649	)	$	(372,707	)	$	(375,477	)	(2)%	1%
% of revenue	(17		)%	(16		)%	(17		)%

 

2019 Compared to 2018

Sales and operations expenses for 2019 increased $2.8 million, or 1%, compared to 2018. This increase mainly related to impairment of facilities following our offices right sizing policy implementation (see Note 2), the $4.8 million impairment loss recognized on Manage customers relationships (see Note 8) and a $5.0 million increase following an exceptional charge related to an invoicing dispute partially offset by a positive change in provisions for doubtful receivables.

2018 Compared to 2017

Sales and operations expenses for 2018 decreased $(7.9) million, or (2)%, compared to 2017. This decrease mainly related to a decrease in headcount-related costs, internal and marketing events costs and operating taxes in Brazil and Singapore partially offset by an increase of bad debt expense.

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General and Administrative Expenses

	Year Ended December 31,									% change
	2017			2018			2019			2017 vs 2018	2018 vs 2019
	(in thousands, except percent of revenue)
General and administrative expenses	$	(127,077	)	$	(135,159	)	$	(139,754	)	6%	3%
% of revenue	(6		)%	(6		)%	(6		)%

2019 Compared to 2018

General and administrative expenses for 2019 increased $4.6 million, or 3%, compared to 2018. This increase was mostly driven by an increase in consulting fees for process optimization projects and the proceeds from the disposal of the HookLogic travel business in March 31, 2018

2018 Compared to 2017

General and administrative expenses for 2018 increased $8.1 million, or 6%, compared to 2017. This increase mainly related to an increase of headcount-related costs and consulting fees relating to the Storetail and Manage acquisitions.

Financial Expense

	Year Ended December 31,									% change
	2017			2018			2019			2017 vs 2018	2018 vs 2019
	(in thousands, except percent of revenue)
Financial expense	$	(9,534	)	$	(5,084	)	$	(5,749	)	(47)%	13%
% of revenue	(0.4		)%	(0.2		)%	(0.3		)%

2019 Compared to 2018

Financial expense for 2019 increased by $0.7 million, or 13% compared to 2018. The $5.7 million financial expense for the period ended December 31, 2019 was mainly driven by the non-utilization costs and upfront fees amortization incurred as part of our available RCF financing and the recognition of a negative impact of foreign exchange reevaluations net of related hedging. At December 31, 2019, 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.

2018 Compared to 2017

Financial expense for 2018 decreased by $(4.5) million, or (47)% compared to 2017. The $5.1 million financial expense for the period ended December 31, 2018 was mainly driven by the non-utilization costs and upfront fees amortization incurred as part of our available revolving credit facility RCF financing. The hedging costs related to the intra-group position between Criteo S.A. and its U.S subsidiary in the context of the funding of the HookLogic acquisition was lower in the year ended December 31, 2018 compared to the same period ended in 2017 as this intra-group position no longer requires hedging following the qualification as a net investment in a foreign operation in February 2018. At December 31, 2018, 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.

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Provision for Income Taxes

	Year Ended December 31,									% change
	2017			2018			2019			2017 vs 2018	2018 vs 2019
	(in thousands, except percent information)
Provision for income taxes	$	(31,651	)	$	(46,144	)	$	(39,496	)	46%	(14)%
% of revenue	(1		)%	(2		)%	(2		)%
Effective tax rate	24.7		%	32.5		%	29.2		%

2019 Compared to 2018

The provision for income taxes for 2019 decreased by $(6.6) million, or 14%, compared to 2018. The annual effective tax rate for 2019 was 29.2%, compared to an annual effective tax rate of 32.5% for 2018. Generally, the annual effective tax rates differ from 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 of our foreign subsidiaries, non-recognition of deferred tax assets related to tax losses and temporary differences, recognition of previously unrecognized tax losses and equity awards compensation expense.

In 2019, our income before taxes decreased by $(6.6) million to $135.5 million, compared to 2018, generating a $46.6 million theoretical income tax expense at a nominal standard French tax rate of 34.43%. This theoretical tax expense is impacted primarily by the following items contributing to a $39.5 million effective tax expense and a 29.2% effective tax rate: $13.4 million of net effect of share-based compensation, $2.7 million of deferred tax assets on which we recognized a valuation allowance, $16.0 million resulting from the BEAT waiver election issued by the United States Treasury and IRS in December 2019, $7.7 million of permanent differences (mainly based on employee costs, depreciation expenses and intercompany transactions), $3.6 million related to the French business tax Cotisation sur la Valeur Ajoutée des Entreprises, or “CVAE”, offset by a $15.9 million tax deduction resulting from technology royalty income we received from our subsidiaries, $10.9 million Research and Development tax credit and the recognition or reversal of valuation allowance on deferred tax assets for $20.6 million (mainly for Criteo Corp). Please see Note 22 to our audited consolidated financial statements for more detailed information on the provision for income taxes.

Amounts recognized in our consolidated financial statements are calculated at the level of each subsidiary within our consolidated financial statements. As at December 31, 2019, the valuation allowance against deferred tax assets amounted to $25.3 million. It mainly related to Criteo Corp. ($12.8 million), Criteo Ltd ($7.5 million), Criteo China ($3.3 million), Criteo Brazil ($3.2 million), and Criteo France ($7.7 million).

2018 Compared to 2017

The provision for income taxes for 2018 increased by $14.5 million, or 46%, compared to 2017. The annual effective tax rate for 2018 was 32.5%, compared to an annual effective tax rate of 24.7% for 2017. Generally, the annual effective tax rates differ from 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 of our foreign subsidiaries and equity awards compensation expense.

In 2018, our income before taxes increased by $13.7 million to $142.0 million, compared to 2017, generating a $48.9 million theoretical income tax expense at a nominal standard French tax rate of 34.43%. This theoretical tax expense is impacted primarily by the following items contributing to a $46.1 million effective tax expense and a 32.5% effective tax rate: $17.7 million of net effect of share-based compensation, $11.7 million of deferred tax assets on which we recognized a valuation allowance (mainly related to Criteo Ltd, Criteo Corp., Criteo Pty and Criteo do Brasil LTDA), $12.0 million of permanent differences (mainly based on employee costs, depreciation expenses and intercompany transactions), $3.8 million related to the French business tax Cotisation sur la Valeur Ajoutée des Entreprises, or “CVAE”, offset by a $38.6 million tax deduction resulting from technology royalty income we received from our subsidiaries, $10.2 million Research and Development tax credit and the recognition or reversal of valuation allowance on deferred tax assets for $4.5 million (mainly for Criteo Advertising (Beijing) Co. Ltd) and $1.8 million relating to other tax adjustments. Please see Note 22 to our audited consolidated financial statements for more detailed information on the provision for income taxes.

88

Amounts recognized in our consolidated financial statements are calculated at the level of each subsidiary within our consolidated financial statements. As at December 31, 2018, the valuation allowance against deferred tax assets amounted to $43.2 million. It mainly related to Criteo Corp ($18.6 million), Criteo Ltd ($7.2 million), Criteo China ($3.5 million), Criteo Brazil ($3.6 million), Criteo Singapore ($2.9 million) and Criteo France ($3.9 million).

Net Income

	Year Ended December 31,									% change
	2017			2018			2019			2017 vs 2018	2018 vs 2019
	(in thousands, except percent of revenue)
Net income	$	96,659		$	95,879		$	95,969		(1)%	0.1%
% of revenue	4		%	4		%	4		%

 

2019 Compared to 2018

Net income for 2019 increased $0.1 million, or 0.1% compared to 2018. This increase was the result of the factors discussed above, in particular a $(5.9) million decrease in income from operations and a $(0.7) million increase in financial expense offset by a $6.7 million decrease in provision for income taxes compared to 2018.

2018 Compared to 2017

Net income for 2018 decreased $(0.8) million, or (1)% compared to 2017. This decrease was the result of the factors discussed above, in particular a $9.3 million increase in income from operations and a $(4.5) million decrease in financial expense offset by a $14.5 million increase in provision for income taxes compared to 2017.

89

Unaudited Quarterly Results of Operations

The following tables set forth our unaudited consolidated statement of income data for the last eight quarters, as well as the percentage of revenue for each line item shown. We derived this information from our unaudited interim consolidated financial information, which, in the opinion of management, includes all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the information for the quarters presented. The quarterly results of operations have been prepared by, and are the responsibility of, our management and have not been audited or reviewed by our independent registered public accounting firm. You should read this information together with our audited consolidated financial statements and related notes beginning on page F-1.

			Three Months Ended
			March 31, 2018			June 30, 2018			September 30, 2018			December 31, 2018			March 31, 2019			June 30, 2019			September 30, 2019			December 31, 2019
			(in thousands)
Consolidated Statements of Income Data:
	Revenue		$	564,164		$	537,185		$	528,869		$	670,096		$	558,123		$	528,147		$	522,606		$	652,640
	Cost of revenue (1)
		Traffic acquisition costs	(323,746		)	(306,963		)	(305,387		)	(398,238		)	(322,429		)	(304,229		)	(301,901		)	(386,388		)
		Other cost of revenue	(30,059		)	(29,957		)	(32,921		)	(38,807		)	(26,045		)	(29,059		)	(31,101		)	(31,328		)
	Gross profit		210,359			200,265			190,561			233,051			209,649			194,859			189,604			234,924
	Operating expenses (1):
		Research and development expenses	(45,318		)	(47,544		)	(41,796		)	(44,605		)	(46,577		)	(44,015		)	(41,414		)	(40,585		)
		Sales and operations expenses	(95,649		)	(92,726		)	(90,526		)	(93,806		)	(95,909		)	(95,503		)	(85,985		)	(98,080		)
		General and administrative expenses	(34,591		)	(35,644		)	(32,463		)	(32,461		)	(33,770		)	(35,767		)	(32,835		)	(37,382		)
		Total operating expenses	(175,558		)	(175,914		)	(164,785		)	(170,872		)	(176,256		)	(175,285		)	(160,234		)	(176,047		)
	Income from operations		34,801			24,351			25,776			62,179			33,393			19,574			29,370			58,877
	Financial income (expense)		(1,325		)	(1,006		)	(1,007		)	(1,746		)	(1,974		)	(1,354		)	(900		)	(1,521		)
	Income before taxes		33,476			23,345			24,769			60,433			31,419			18,220			28,470			57,356
	Provision for income taxes		(12,386		)	(8,638		)	(6,821		)	(18,299		)	(10,018		)	(5,683		)	(7,913		)	(15,882		)
	Net income		$	21,090		$	14,707		$	17,948		$	42,134		$	21,401		$	12,537		$	20,557		$	41,474
	Net income available to shareholders of Criteo S.A.		19,809			13,726			17,143			37,966			19,120			10,823			18,778			42,024
Other Financial Data:
Revenue ex-TAC (2)			$	240,418		$	230,222		$	223,482		$	271,858		$	235,694		$	223,918		$	220,705		$	266,252
Adjusted EBITDA (3)			$	77,932		$	68,774		$	69,591		$	104,762		$	68,855		$	56,399		$	64,219		$	109,499

90

⁽¹⁾ Cost of revenue and operating expenses include equity awards compensation expense, pension service costs, depreciation and amortization expense and acquisition-related costs and deferred price consideration as follows:

	Three Months Ended
	March 31, 2018			June 30, 2018		September 30, 2018		December 31, 2018			March 31, 2019		June 30, 2019		September 30, 2019		December 31, 2019
	(in thousands)
Equity awards compensation expense
Research and development expenses	$	4,555		$	6,771	$	4,901	$	5,005		$	4,025	$	4,203	$	3,230	$	3,578
Sales and operations expenses	7,832			8,668		6,952		5,793			6,201		5,693		4,398		3,009
General and administrative expenses	6,916			4,806		5,408		(531		)	3,656		4,495		4,142		2,502
Total equity awards compensation expense (a)	$	19,303		$	20,245	$	17,261	$	10,267		$	13,882	$	14,391	$	11,770	$	9,089
Pension service costs
Research and development expenses	$	220		$	212	$	208	$	204		$	193	$	191	$	188	$	188
Sales and operations expenses	79			75		83		88			72		71		71		69
General and administrative expenses	135			132		128		127			129		129		129		126
Total pension service costs	$	434		$	419	$	419	$	419		$	394	$	391	$	388	$	383
Depreciation and amortization expense
Cost of revenue	$	15,249		$	15,050	$	16,571	$	20,477		$	9,135	$	10,847	$	12,193	$	12,691
Research and development expenses (b)	2,221			2,245		2,724		3,412			3,477		3,534		4,249		5,248
Sales and operations expenses (b)	4,454			4,518		4,442		4,831			4,864		5,109		4,178		10,763
General and administrative expenses	1,722			1,747		1,882		1,955			1,820		1,825		1,768		1,787
Total depreciation and amortization expense	$	23,646		$	23,560	$	25,619	$	30,675		$	19,296	$	21,315	$	22,388	$	30,489
Acquisition-related costs
General and administrative expenses	$	—		$	—	$	516	$	1,222		$	—	$	—	$	—	$	—
Total depreciation and amortization expense	$	—		$	—	$	516	$	1,222		$	—	$	—	$	—	$	—
Restructuring
Cost of revenue	$	—		$	—	$	—	$	—		$	—	$	—	$	—	$	—
Research and development expenses	(348		)	16		—		—			—		124		172		1,704
Sales and operations expenses	107			183		—		—			1,890		175		131		6,614
General and administrative expenses	(11		)	—		—		—			—		429		—		2,343
Total restructuring (c)	$	(252	)	$	199	$	—	$	—		$	1,890	$	728	$	303	$	10,661

^(a) Excludes $0.7 million, $(0.5) million and $(4.8) million disclosed as restructuring costs as of December 31, 2017, 2018 and 2019, respectively.

^(b) For the Three Months Ended December 31, 2019, the Company recognized accelerated amortization for Manage technology due to a revised useful life ($2.2 million in Research and development) and an impairment loss for Manage customers relationships ($4.6 million in Sales and operations).

91

^(c) For the Three Months Ended December 31, 2019 the Company recognized restructuring charges for its new organizational structure implemented to support its multi-product platform strategy as detailed below:

	Year Ended December 31, 2019
(Gain) from forfeitures of share-based compensation expense	(4,849	)
Depreciation and amortization expense	(67	)
Facilities and impairment related costs	9,432
Payroll and Facilities related costs	6,145
Total restructuring costs	10,661

⁽²⁾ We define Revenue ex-TAC as our revenue excluding traffic acquisition costs generated over the applicable measurement period. Revenue ex-TAC is not a measure calculated in accordance with U.S. GAAP. Please see footnote 3 to the "Other Financial and Operating Data" table in “Item 6. Selected Financial Data” in this Form 10-K for more information. Below is a reconciliation of Revenue ex-TAC to revenue, the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.

			Three Months Ended
			March 31, 2018			June 30, 2018			September 30, 2018			December 31, 2018			March 31, 2019			June 30, 2019			September 30, 2019			December 31, 2019
			(in thousands)
Reconciliation of Revenue ex-TAC to Revenue:
	Revenue		$	564,164		$	537,185		$	528,869		$	670,096		$	558,123		$	528,147		$	522,606		$	652,640
	Adjustment:
		Traffic acquisition costs	(323,746		)	(306,963		)	(305,387		)	(398,238		)	(322,429		)	(304,229		)	(301,901		)	(386,388		)
		Revenue ex-TAC	$	240,418		$	230,222		$	223,482		$	271,858		$	235,694		$	223,918		$	220,705		$	266,252

⁽³⁾  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, restructuring costs, acquisition-related costs and deferred price consideration. Adjusted EBITDA is not a measure calculated in accordance with U.S. GAAP. Please see footnote 5 to the "Other Financial and Operating Data" table in “Item 6. Selected Financial Data” in this Form 10-K for more information. Below is a reconciliation of Adjusted EBITDA to net income, the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.

92

			Three Months Ended
			March 31, 2018			June 30, 2018		September 30, 2018		December 31, 2018		March 31, 2019		June 30, 2019		September 30, 2019		December 31, 2019
			(in thousands)
Reconciliation of Adjusted EBITDA to Net Income:
	Net Income		$	21,090		$	14,707	$	17,948	$	42,134	$	21,401	$	12,537	$	20,557	$	41,474
	Adjustments:
		Financial (income) expense	1,325			1,006		1,007		1,746		1,974		1,354		900		1,521
		Provision for income taxes	12,386			8,638		6,821		18,299		10,018		5,683		7,913		15,882
		Equity awards compensation expense (a)	19,303			20,245		17,261		10,267		13,882		14,391		11,770		9,089
		Pension service costs	434			419		419		419		394		391		388		383
		Depreciation and amortization expense (b)	23,646			23,560		25,619		30,675		19,296		21,315		22,388		30,489
		Acquisition-related costs	—			—		516		1,222		—		—		—		—
		Acquisition-related deferred price consideration	—			—		—		—		—		—		—		—
		Restructuring costs(c)	(252		)	199		—		—		1,890		728		303		10,661
		Total net adjustments	56,841			54,067		51,643		62,628		47,454		43,862		43,662		68,025
	Adjusted EBITDA		$	77,931		$	68,774	$	69,591	$	104,762	$	68,855	$	56,399	$	64,219	$	109,499

^(a) Excludes $0.7 million, $(0.5) million and $(4.8) million disclosed as restructuring costs as of December 31, 2017, 2018 and 2019, respectively.

^(b) For the Three Months Ended December 31, 2019, the Company recognized accelerated amortization for Manage technology due to a revised useful life ($2.2 million in Research and development) and an impairment loss for Manage customers relationships ($4.6 million in Sales and operations).

^(c) For the Three Months Ended December 31, 2019 the Company recognized restructuring charges for its new organizational structure implemented to support its multi-product platform strategy as detailed below:

	Year Ended December 31, 2019
(Gain) from forfeitures of share-based compensation expense	(4,849	)
Depreciation and amortization expense	(67	)
Facilities and impairment related costs	9,432
Payroll and Facilities related costs	6,145
Total restructuring costs	10,661

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			Three Months Ended
			March 31, 2018		June 30, 2018		September 30, 2018		December 31, 2018		March 31, 2019		June 30, 2019		September 30, 2019		December 31, 2019
			(as a percentage of revenue)
Statements of Operations Data:
	Revenue		100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%
	Cost of revenue
		Traffic acquisition costs	(57.4	)	(57.1	)	(57.7	)	(59.4	)	(57.8	)	(57.6	)	(57.8	)	(59.2	)
		Other cost of revenue	(5.3	)	(5.6	)	(6.2	)	(5.8	)	(4.7	)	(5.5	)	(6.0	)	(4.8	)
	Gross profit		37.3		37.3		36.0		34.8		37.6		36.9		36.3		36.0
	Operating expenses:
		Research and development expenses	(8.0	)	(8.9	)	(7.9	)	(6.7	)	(8.3	)	(8.3	)	(7.9	)	(6.2	)
		Sales and operations expenses	(17.0	)	(17.3	)	(17.1	)	(14.0	)	(17.2	)	(18.1	)	(16.5	)	(15.0	)
		General and administrative expenses	(6.1	)	(6.6	)	(6.1	)	(4.8	)	(6.1	)	(6.8	)	(6.3	)	(5.7	)
		Total operating expenses	(31.1	)	(32.7	)	(31.2	)	(25.5	)	(31.6	)	(33.2	)	(30.7	)	(27.0	)
	Income from operations		6.2		4.5		4.9		9.3		6.0		3.7		5.6		9.0
	Financial income (expense)		(0.2	)	(0.2	)	(0.2	)	(0.3	)	(0.4	)	(0.3	)	(0.2	)	(0.2	)
	Income before taxes		5.9		4.3		4.7		9.0		5.6		3.4		5.4		8.8
	Provision for income taxes		(2.2	)	(1.6	)	(1.3	)	(2.7	)	(1.8	)	(1.1	)	(1.5	)	(2.4	)
	Net income		3.7	%	2.7	%	3.4	%	6.3	%	3.8	%	2.4	%	3.9	%	6.4	%
	Net income available to shareholders of Criteo S.A.		3.5	%	2.6	%	3.2	%	5.7	%	3.4	%	2.0	%	3.6	%	6.4	%
Other Financial Data:
Revenue ex-TAC			42.6	%	42.9	%	42.3	%	40.6	%	42.2	%	42.4	%	42.2	%	40.8	%
Adjusted EBITDA			13.8	%	12.8	%	13.2	%	15.6	%	12.3	%	10.7	%	12.3	%	16.8	%

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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. Consequently, as a first step, since we incur portions of our expenses and derive revenues in currencies other than the euro, we are exposed to foreign currency exchange risk as our results of operations and cash flows are subject to fluctuations in foreign currency exchange rates. Foreign exchange risk exposure also arises from intra-company transactions and financing with subsidiaries that have a functional currency different than the euro. The statements of financial position of consolidated entities having a functional currency different from the U.S. dollar are translated into U.S. dollars at the closing exchange rate (spot exchange rate at the statement of financial position date) and the statement of income, statement of comprehensive income and statement of cash flow of such consolidated entities are translated at the average period to date exchange rate. The resulting translation adjustments are included in equity under the caption “Accumulated Other Comprehensive Income” in the Consolidated Statement of Changes in Equity.

The $9.5 million financial expense for the period ended December 31, 2017 resulted from the interest incurred as a result of the $75.0 million drawn on the RCF entered into in September 2015 (as amended in March 2017) and the hedging cost related to an intra-group position between Criteo S.A. and its U.S. subsidiary, both in the context of the funding of the HookLogic acquisition in November 2016, as well as the non-utilization fees incurred as part of our available RCF financing.

The $5.1 million financial expense for the period ended December 31, 2018 was mainly driven by the non-utilization costs and upfront fees amortization incurred as part of our available RCF financing. The intra-group position between Criteo S.A. and its U.S subsidiary in the context of the funding of the HookLogic acquisition is qualified as a net investment in a foreign operation from February 2018 and no longer requires hedging, resulting in reduced costs compared to the same period ended December 31, 2017.

The $5.7 million financial expense for the period ended December 31, 2019 was mainly driven by the non-utilization costs and upfront fees amortization incurred as part of our available RCF financing and the recognition of a negative impact of foreign exchange reevaluations net of related hedging.

Since 2013, the Company has had a foreign currency risk management policy in place. At December 31, 2019, 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.

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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,
	2017					2018					2019
	(in thousands)
GBP/USD	+10%			-10%		+10%			-10%		+10%			-10%
Net income impact	$	(707	)	$	707	$	(785	)	$	785	$	(386	)	$	386

	Year Ended December 31,
	2017					2018					2019
	(in thousands)
BRL/USD	+10%		-10%			+10%			-10%		+10%			-10%
Net income impact	$	1,236	$	(1,236	)	$	(645	)	$	645	$	(71	)	$	71

	Year Ended December 31,
	2017					2018					2019
	(in thousands)
JPY/USD	+10%		-10%			+10%		-10%			+10%		-10%
Net income impact	$	970	$	(970	)	$	1,404	$	(1,404	)	$	1,019	$	(1,019	)

	Year Ended December 31,
	2017					2018					2019
	(in thousands)
EUR/USD	+10%		-10%			+10%		-10%			+10%		-10%
Net income impact	$	13,047	$	(13,047	)	$	11,552	$	(11,552	)	$	10,755	$	(10,755	)

Counterparty Risk

As of December 31, 2019, we show a positive net cash position. Since 2012, we utilize a cash pooling arrangement, reinforcing cash management centralization. Investment and financing decisions are carried out by our internal central treasury function. We only deal with counterparties with high credit ratings. In addition, under our Investment and Risk Management Policy, our central treasury function ensures a balanced distribution between counterparties of the investments, no matter the rating of such counterparty.

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Liquidity Risk

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

Working Capital

The following table summarizes our cash flows from operations, trade receivables, net of allowances and working capital for the periods indicated:

 

	Year Ended December 31,
	2018	2019
Cash flows provided by operating activities	$260,726	$222,832
Trade receivables, net of allowances	$473,901	$481,732
Working capital (current assets less current liabilities)	$328,507	$390,122

In addition, the cash flows were also negatively impacted by a $5.5 million change in foreign exchange rates on our cash position over the period. We do not enter into investments for trading or speculative purposes.

Our policy is to invest any cash in excess of our immediate requirements in investments designed to preserve the principal balance and provide liquidity. Accordingly, our cash and cash equivalents are invested primarily in demand deposit accounts and money market funds that are currently providing only a minimal return.

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. Since our inception, we raised a total of $51.1 million aggregate net proceeds from the sale of preferred shares through four private placements. In November 2013, we received aggregate net proceeds before expenses of $269.0 million from our initial public offering. In March 2014, we received aggregate net proceeds before expenses of $22.6 million from our secondary equity offering. We also benefited to a much lesser extent from the proceeds of the exercise of share options and warrants and expect to continue to do so in the future, as such securities are exercised by holders. In 2018, we completed an $80 million share repurchase program. In July 2019, the Board of Directors authorized a new share repurchase program of up to $80 million of the Company's outstanding American Depositary Shares. Other than these repurchase programs, we intend to retail all available funds any future earnings to fund our growth.

We are party to a loan agreement and several RCFs with third-party financial institutions. Our loan and RCF agreements as of December 31, 2019 are presented in the table below:

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	Nominal/ Authorized amounts  (RCF Only)		Amount drawn as of December 31, 2019 (RCF only)		Amount Outstanding as of December 31, 2019
Nature	(in thousands)						Interest rate	Settlement date
BPI Loan - February 2014	NA		NA		$	1,011	Fixed: 2.09%	May 2021
Other BPI Loans	NA		NA		$	901	0%	2023 and after
Other Loans	NA		NA		$	166	0%	2024
Bank Syndicate RCF - September 2015	€	350,000	€	—	€	—	Floating rate: EURIBOR / LIBOR + margin depending on leverage ratio	March 2022

For additional information regarding our loan and RCF agreements, please refer to Note 12 - Financial Liabilities and Note 24 - Commitments.

All of these loans and RCFs are unsecured and contain customary events of default but do not contain any affirmative, financial or negative covenants, with the exception of the September 2015 RCF which contains covenants, including compliance with a total net debt to Adjusted EBITDA ratio and restrictions on the incurrence of additional indebtedness. At December 31, 2019, we were in compliance with the required leverage ratio.

We are also party to short-term credit lines and overdraft facilities with HSBC Holdings plc, LCL and BNP Paribas. We are authorized to draw up to a maximum of €21.5 million ($24.2 million) in the aggregate under the short-term credit lines and overdraft facilities. As of December 31, 2019, we had not drawn on either of these facilities. Any loans or overdrafts under these short-term facilities bear interest based on the one month EURIBOR rate or three month EURIBOR rate. As these facilities are exclusively short-term credit and overdraft facilities, our banks have the ability to terminate such facilities on short notice.

Operating and Capital Expenditure Requirements

In 2017, 2018 and 2019, our actual capital expenditures were $108.5 million, $125.5 million and $97.9 million, respectively, primarily related to the acquisition of data center and server equipment, and internal IT systems. We expect our capital expenditures to remain at, or slightly below, 3% of revenue for 2020, as we plan to continue to build and maintain additional data center equipment capacity in all regions and increase our redundancy capacity to strengthen our infrastructure.

As part of our strategy to build upon our market and technology leadership, in 2016 we acquired all of the outstanding shares of HookLogic for a final purchase price of $249.0 million financed by (i) a $75.0 million amount drawn on the General RCF and (ii) a $175.1 million amount financed by the available cash resources and in 2018 we acquired all of the outstanding shares of Storetail and Manage for $43.7 million and $60.0 million respectively, financed by the available cash resources.

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

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

If our cash and cash equivalents balances and cash flows from operating activities are insufficient to satisfy our liquidity requirements, we may need to raise additional funds through equity, equity-linked or debt financings to support our operations, and such financings may not be available to us on acceptable terms, or at all. We may also need to raise additional funds in the event we determine in the future to effect one or more acquisitions of businesses, technologies, assets or products.

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If we are unable to raise additional funds when needed, our operations and ability to execute our business strategy could be adversely affected. If we raise additional funds through the incurrence of indebtedness, such indebtedness would have rights that are senior to holders of our equity securities and could contain covenants that restrict our operations. Any additional equity financing will be dilutive to our shareholders.

Historical Cash Flows

The following table sets forth our cash flows for 2017, 2018 and 2019:

	Year Ended December 31,
	2017			2018			2019
	(in thousands)
Cash flows provided by operating activities	$	245,458		$	260,726		$	222,832
Cash used in investing activities	(106,253		)	(226,717		)	(103,888		)
Cash used for financing activities	$	(29,468	)	$	(62,676	)	$	(59,111	)

Our cash and cash equivalents at December 31, 2019 were held for working capital and general corporate purposes, which could include acquisitions. The increase in cash and cash equivalents compared with December 31, 2018, primarily resulted from $222.8 million in cash flows from operating activities partially offset by $(103.9) million in cash flows used for investing activities and $(59.1) million used for financing activities.

Operating Activities

Cash provided by operating activities is primarily impacted by the increase in the number of clients using our solution and by the amount of cash we invest in personnel to support the anticipated growth of our business. Cash provided by operating activities has typically been generated from net income and by changes in our operating assets and liabilities, particularly in the areas of accounts receivable and accounts payable and accrued expenses, adjusted for certain non-cash and non-operating expense items such as depreciation, amortization, equity awards compensation, deferred tax assets and income taxes.

In 2019, net cash flows provided by operating activities were $222.8 million and consisted of net income of $96.0 million, $126.3 million in adjustments for non-cash and non-operating items and $0.6 million of cash flows from working capital. Adjustments for non-cash and non-operating items primarily consisted of depreciation and amortization expense of $97.1 million, equity awards compensation expense of $41.0 million, $15.4 million of changes in deferred tax assets and $0.8 million of changes in other items, partially offset by $28.0 million of accrued income taxes net of income tax paid. The $0.6 million increase in cash resulting from changes in working capital primarily consisted of a $11.4 million increase in accrued expenses such as payroll and payroll related expenses and VAT payables, a $7.6 million decrease in other current assets (including prepaid expenses and VAT receivables) and a $0.9 million decrease in accounts receivable partially offset by a $14.1 million decrease in accounts payable and a $5.2 million decrease due to changes in operating lease liabilities and right of use assets.

In 2018, net cash flows provided by operating activities were $260.7 million and consisted of net income of $95.9 million, $154.4 million in adjustments for non-cash and non-operating items and by $10.4 million of cash flows from working capital. Adjustments for non-cash and non-operating items primarily consisted of depreciation and amortization expense of $111.8 million, equity awards compensation expense of $66.6 million, partially offset by $12.7 million of accrued income taxes net of income tax paid, $8.2 million of changes in deferred tax assets and other items for $3.1 million including $2.3 million reclassification of the cash impact of the settlement of hedging derivatives to financing activities. The $10.4 million increase in cash resulting from changes in working capital primarily consisted of $1.4 million decrease in accounts receivable, a $4.0 million decrease in other current assets (including prepaid expenses and VAT receivables) and a $9.0 million increase in accounts payable partially offset by a $4.0 million decrease in accrued expenses such as payroll and payroll related expenses and VAT payables.

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In 2017 net cash flows provided by operating activities were $245.5 million and consisted of net income of $96.7 million and $155.9 million in adjustments for non-cash and non-operating items partially offset by $7.1 million of cash flows used for working capital. Adjustments for non-cash and non-operating items primarily consisted of depreciation and amortization expense of $104.0 million, equity awards compensation expense of $71.6 million and other items for a total amount of $4.9 million including the reclassification of the cash impact of the settlement of hedging derivatives to financing activities of $4.1 million, partially offset by $13.3 million of changes in deferred tax assets and $11.5 million of accrued income taxes net of income tax paid. The $7.1 million decrease in cash resulting from changes in working capital primarily consisted of $76.9 million increase in accounts receivable and $3.4 million increase in other current assets (including prepaid expenses and VAT receivables) driven by increased revenue during the year and, to a lesser extent, an increase in office rental advance payments. This was partially offset by an $32.9 million increase in accounts payable and $40.3 million increase in accrued expenses such as payroll and payroll related expenses and VAT payables, explained primarily by an increase in traffic acquisition costs, and an increase in accrued payroll and payroll-related expenses resulting from an increase in the number of our employees.

Investing Activities

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

In 2019, net cash flows used in investing activities were $103.9 million and consisted of $97.9 million for purchases of servers and other data-center equipment, $4.6 million for business acquisitions and $1.2 million in other financial liabilities.

In 2018, net cash flows used in investing activities were $226.7 million and consisted of $125.5 million for purchases of property and equipment, and by $101.2 million related to the Storetail and Manage acquisitions and disposal of a business.

In 2017, net cash flows used in investing activities were $106.3 million and consisted of $108.5 million for purchases of property and equipment, partially offset by $1.1 million related to change in acquisition price of HookLogic due to the working capital adjustment and $1.1 million of lease deposits refunds.

Financing Activities

In 2019, net cash used in financing activities was $59.1 million resulting from $58.6 million relating to the share repurchase program, $1.2 million of changes in other financial liabilities and $1.0 million for the repayment of borrowings, partially offset by $1.7 million related to proceeds from capital increase.

In 2018, net cash used in financing activities was $62.7 million resulting from $1.5 million from proceeds of share option exercises and $16.8 million of changes in other financial liabilities relating to the cash impact of the settlement of hedging derivatives, offset by $80.0 million relating to the share repurchase program and by $1.0 million for the repayment of borrowings.

In 2017, net cash provided by financing activities was $29.5 million resulting from $3.7 million of the drawing on the China RCF, $32.0 million from proceeds of share option exercises and $24.6 million of changes in the other financial liabilities relating to the cash impact of the settlement of hedging derivatives, offset by $89.7 million for the repayment of drawings on the General RCF used in the context of the acquisition of HookLogic in 2016 and on the China RCF.

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C. Research and Development, Patents and Licenses, etc.

We invest substantial resources in research and development to enhance our solution and technology infrastructure, develop new features, conduct quality assurance testing and improve our core technology. Our engineering group is primarily located in research and development centers in Paris, France and Ann Arbor, Michigan. We expect to continue to expand the capabilities of our technology in the future and to invest significantly in continued research and development efforts. We had 681 employees primarily engaged in research and development at December 31, 2019. Research and development expense totaled $173.9 million, $179.3 million and $172.6 million for 2017, 2018 and 2019, respectively.

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D. 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, Revenue ex-TAC, and Adjusted EBITDA. We believe these metrics are useful to understanding the underlying trends in our business. The following table summarizes our key metrics for 2017, 2018 and 2019.

	Year Ended December 31,
	2017		2018		2019
	(in thousands, except number of clients)
Number of clients	18,118		19,419		20,247
Revenue ex-TAC	$	941,136	$	965,980	$	946,569
Adjusted EBITDA	$	309,584	$	321,059	$	298,972

Number of Clients

We define a client to be a unique party from whom we have received an insertion order and delivered an advertisement during the previous 12 months. We believe this criteria best identifies clients who are actively using our solution. We count specific brands or divisions within the same business as distinct clients so long as those entities have separately signed insertion orders with us. In the case of some solutions within Criteo Retail Media, we count the parent company of the brands as an individual client, even if several distinct brands pertaining to the same parent company have signed separate insertion orders with us. On the other hand, we count a client who runs campaigns in multiple geographies as a single client, even though multiple insertion orders may be involved. When the insertion order is with an advertising agency, we generally consider the client on whose behalf the advertising campaign is conducted as the “client” for purposes of this calculation. In the event a client has its advertising spend with us managed by multiple agencies, that client is counted as a single client.

We believe that our ability to increase the number of clients is an important indicator of our ability to grow revenue over time. While our client count has increased over time, this metric can also fluctuate from quarter to quarter due to the seasonal trends in advertising spend of clients and the timing and amount of revenue contribution from new clients. In addition, over time we have added an increasing number of midmarket clients that generate a lower revenue per client than large clients on average, and may continue to add a significant number of midmarket clients in the future. 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.

Revenue ex-TAC

We consider Revenue ex-TAC as a key measure of our business activity. Our traffic acquisition costs primarily consist of purchases of impressions from publishers on a CPM basis.

Our management views our Revenue ex-TAC as a key measure to evaluate, plan and make decisions on our business activities and sales performance. In particular, we believe that the elimination of TAC from revenue can provide a useful measure for period-to-period comparisons of our business. Accordingly, we believe that Revenue ex-TAC provides useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors. Revenue ex-TAC is not a measure calculated in accordance with U.S. GAAP. Please see footnote 3 to the "Other Financial and Operating Data" table in "Item 6. Selected Financial Data" in this Form 10-K for a discussion of the limitations of Revenue ex-TAC and a reconciliation of Revenue ex-TAC to revenue, the most comparable U.S. GAAP measure, for 2015, 2016, 2017, 2018 and 2019.

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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, restructuring costs and acquisition-related costs and deferred price consideration. Adjusted EBITDA is a key measure used by management to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, we believe that the elimination of equity awards compensation expense, pension service costs, restructuring costs and acquisition-related costs and deferred price consideration in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons of our business.

Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors. Adjusted EBITDA is not a measure calculated in accordance with U.S. GAAP. Please see footnote 5 to the "Other Financial and Operating Data" table in "Item 6. Selected Financial Data" in this Form 10-K for a discussion of the limitations of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net income, the most comparable U.S. GAAP measure, for 2015, 2016, 2017, 2018 and 2019.

Highlights and Trends

Revenue

We believe the expansion of our business with existing clients as well as the addition of new clients have both been significant drivers of our historical growth. We believe significant opportunities exist for us to continue to expand our business going forward. Specifically, we believe that we can strengthen our core business, expand our product portfolio, explore strategic game changes and drive further technology excellence and innovation to further expand our business over time. However, due to external challenges and other factors, we may not be able to maintain our historical growth rates in the future.

Revenue ex-TAC

We are focused on maximizing our Revenue ex-TAC on an absolute basis. We believe this focus builds sustainable long-term value for our business by fortifying a number of our competitive strengths, including access to digital advertising inventory, breadth and depth of data and continuous improvement of the Criteo AI Engine’s performance, allowing us to deliver more relevant advertisements at scale. As part of this focus we are continuing to invest in building relationships with direct publishers, including with ecommerce retailers, and increasing access to leading advertising exchanges, which includes purchasing advertising inventory that may have lower margins on an individual impression basis, but generates incremental Revenue ex-TAC. We believe this strategy maximizes the growth of our Revenue ex-TAC on an absolute basis and strengthens our market position. As a result, we expect our traffic acquisition costs to continue to increase on an absolute basis as we continue to grow our revenue. However, our traffic acquisition costs might also increase as a percentage of revenue as we continue to invest in building liquidity and long-term value for clients and publishers over optimizing near-term gross margins, and as we grow our new solutions, some of which might involve a higher level of traffic acquisition costs as a percentage of revenue relative to our historical trends.

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Adjusted EBITDA

Our Adjusted EBITDA for 2019 was $299.0 million, a (7)% decrease over 2018. Our decrease in Adjusted EBITDA for 2019 compared to 2018 was primarily the result of the (2)% decrease in Revenue ex-TAC over the period, slightly offset by the decrease in our Non-GAAP operating expenses. In the short-term, we expect to continue to have a disciplined management of our expense base cross the company and to drive efficiency through more automation and operational excellence across all functions, in order to be in a position to reinvest a portion of savings driven by such efficiency gains into strategic areas of our business. We anticipate a slight decrease in our Adjusted EBITDA margin as a percentage of Revenue ex-TAC in 2020. Over time, we expect Adjusted EBITDA to increase slightly as a percentage of our Revenue ex-TAC, as we benefit from disciplined expenses management and operating leverage. Adjusted EBITDA is not a measure calculated in accordance with U.S. GAAP. Please see footnote 5 to the "Other Financial and Operating Data" table in "Item 6. Selected Financial Data" in this Form 10-K for a discussion of the limitations of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net income, the most comparable U.S. GAAP measure.

Number of Clients

Since our inception, we have significantly grown the number of clients with which we do business. Our base of clients increased to more than 20,000 at December 31, 2019, a 4% increase over December 31, 2018. This growth in our number of clients has been driven by a number of factors, including our global footprint and our commercial expansion in existing markets, our continued development of large clients in the retail, travel and classifieds industry verticals, our expansion of midmarket clients and our penetration into the consumer brand vertical through some of our Criteo Retail Media offerings. 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. While we intend to grow our client base across all categories, we expect midmarket customers to continue to increase their contribution in the mix of our total revenue.

Client Retention

We believe our ability to retain and grow revenue from our existing clients is a useful indicator of the stability of our revenue base and the long-term value of our client relationships. Our offering, the Criteo Platform, is powered by AI technology and aims to cover the entire marketing funnel (Awareness, Consideration, Conversion). Our technology is optimized to drive impactful business results for advertisers across multiple marketing goals. We measure our client satisfaction through our ability to retain them and the revenue they generate quarter after quarter. We define client retention rate as the percentage of live clients during the previous quarter that continued to be live clients during the current quarter. This metric is calculated on a quarterly basis, and for annual periods, we use an average of the quarterly metrics. We define a live client as a client whose advertising campaign has or had been generating Revenue ex-TAC for us on any day over the relevant measurement period. In each of 2017, 2018 and 2019, our client retention rate was approximately 90%¹. We define our revenue retention rate with respect to a given 12-month period as (1) revenue recognized during such period from clients that contributed to revenue recognized in the prior 12-month period divided by (2) total revenue recognized in such prior 12-month period. Our revenue retention rate was 115%, 101% and 94% for the years ended December 31, 2017, 2018 and 2019, respectively¹.

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 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. Our retail commerce clients typically conduct fewer advertising campaigns in the first and second quarters than they do in other quarters, while our travel clients typically increase their travel campaigns in the first and third quarters and conduct fewer advertising campaigns in the second quarter. As a result, our revenue tends to be seasonal in nature, but the impact of this seasonality has, to date, been partly offset by our significant growth and geographic expansion. If the seasonal fluctuations become more pronounced, our operating cash flows could fluctuate materially from period to period.

^{___________________________________________________} 

¹ Excluding Criteo Retail Media.

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E. Off-balance Sheet Arrangements.

We do not have any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. In addition, we do not engage in trading activities involving non-exchange traded contracts. We therefore believe that we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in these relationships.

F. Tabular Disclosure of Contractual Obligations.

The following table discloses aggregate information about material contractual obligations and periods in which payments were due as of December 31, 2019. Future events could cause actual payments to differ from these estimates.

	Less than 1 year		1 to 5 years		More than 5 years		Total
	(in thousands of U.S. Dollars)
Long-term debt	$	1,557	$	638	$	14	$	2,209
Other financial liabilities	537		433		—		970
Financial derivatives	1,284		—		—		1,284
Other purchase obligations	7,435		346		—		7,781
Total	$	10,813	$	1,417	$	14	$	12,244

The commitment amounts in the table above are associated with contracts that are enforceable and legally binding and that specify all significant terms, including interest on long-term debt, fixed or minimum services to be used, fixed, minimum or variable price provisions, and the approximate timing of the actions under the contracts. The table does not include obligations under agreements that we can cancel without a significant penalty. Long-term debt includes interest of $0.1 million. Pension contributions and cash outflows have not been included in the above table as they have been deemed immaterial.

G. Safe Harbor.

This Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and as defined in the Private Securities Litigation Reform Act of 1995. See "Special Note Regarding Forward-Looking Statements."

Item 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. Management's Discussion and Analysis of Financial Condition and Results of Operations – B. Liquidity and Capital Resources" in this Form 10-K.

Item 8.    Financial Statements and Supplementary Data

The information required by Item 8 is set forth on pages F-1 through F-65 of this Form 10-K.

105

Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

There have been no changes in our independent registered public accounting firm, Deloitte & Associés, or disagreements with our accountants on matters of accounting and financial disclosure.

Item 9A.    Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Criteo carried out an evaluation as of December 31, 2019, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Disclosure controls and procedures are controls and other procedures designed to reasonably assure that information required to be disclosed in our reports filed or furnished under the Exchange Act, such as this Annual Report on Form 10-K, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms.

Disclosure controls and procedures are also designed to reasonably assure that this information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, to allow timely decisions regarding required disclosure.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2019, our disclosure controls and procedures were effective to provide reasonable assurance.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act. Our management assessed, with the oversight of our board of directors, the effectiveness of our internal control over financial reporting as of December 31, 2019. In making this assessment, our management used the criteria established in the Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, our management has concluded that the Company's internal control over financial reporting was effective as of December 31, 2019. The effectiveness of the Company's internal control over financial reporting as of December 31, 2019 has been audited by Deloitte & Associés, our independent registered public accounting firm, as stated in its attestation report, which appears on page F-3 of this Annual Report on Form 10-K.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, that occurred during the quarter ended December 31, 2019, that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Criteo have been detected. These inherent limitations include the realities that judgments in decisions making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies and procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

106

Item 9B.    Other Information

On March 2, 2020, the board of directors amended and restated the By-laws (statuts) of the Company, effective immediately. Article 6 of the By-laws has been amended to provide that, as of the date of the amendment, the Company has a share capital of €1,651,008.05, divided into 66,040,322 shares with a par value of €0.025 each, increased from €1,648,944.85, divided into 65,957,794 shares with a par value of €0.025 each. The foregoing description is qualified in its entirety by the amended By-laws, the English translation of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

107

PART III

Item 10.    Directors, Executive Officers and Corporate Governance

The information required by this item (other than the information set forth in the next paragraph in this Item 10) will be included in our definitive proxy statement with respect to our 2020 Annual Meeting of Shareholders to be filed with the SEC, and is incorporated herein by reference.

We have adopted a Code of Business Conduct and Ethics (the "Code of Conduct") that is applicable to all of our employees, officers and directors, including our chief executive and senior financial officers. The Code of Conduct is available on our website at criteo.investorroom.com under "Governance." The Audit Committee of our board of directors is responsible for overseeing the Code of Conduct and our board of directors is required to approve any waivers of the Code of Conduct for employees, executive officers and directors. We expect that any amendments to the Code of Conduct, or any waivers of its requirements required to be disclosed under the rules of the SEC or Nasdaq will be disclosed on our website.

Item 11.    Executive Compensation

The information called for by this item will be included in our definitive proxy statement with respect to our 2020 Annual Meeting of Shareholders to be filed with the SEC, and is incorporated herein by reference.

Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information called for by this item will be included in our definitive proxy statement with respect to our 2020 Annual Meeting of Shareholders to be filed with the SEC, and is incorporated herein by reference.

Item 13.    Certain Relationships and Related Transactions, and Director Independence

The information called for by this item will be included in our definitive proxy statement with respect to our 2020 Annual Meeting of Shareholders to be filed with the SEC, and is incorporated herein by reference.

Item 14.    Principal Accounting Fees and Services

The information called for by this item will be included in our definitive proxy statement with respect to our 2020 Annual Meeting of Shareholders to be filed with the SEC, and is incorporated herein by reference.

108

PART IV

Item 15.    Exhibits and Financial Statement Schedules

(a) Financial Statements

The financial statements listed in the accompanying Index to Consolidated Financial Statements on page F-1 are filed as part of this Form 10-K. All schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.

(b) Exhibits

		Incorporated by Reference
Exhibit	Description	Schedule/ Form	File Number	Exhibit	File Date
2.1	Merger Agreement, dated as of October 3, 2016, by and among Criteo Corp., TBL Holdings, Inc., Hooklogic, Inc. and Fortis Advisors LLC	8-K	001-36153	2.1	October 4, 2016
3.1#	By-laws (statuts) (English translation)
4.1	Form of Deposit Agreement, including the Form of American Depositary Receipt	F-1	333-191223	4.1	October 2, 2013
4.2#	Agreement to Furnish Debt Instruments
4.3#	Description of Registrant's Securities
10.1	Commercial Lease between Orosdi and the registrant dated January 20, 2012 (English translation)	F-1	333-191223	10.1	October 2, 2013
10.2	Form of Registration Rights Agreement by and among the registrant and certain investors signatory thereto, dated as of August 30, 2013	F-1	333-191223	10.3	October 23, 2013
10.3†	Non-Compete Agreement between the registrant and each of Messrs. Rudelle, Le Ouay and Niccoli	F-1	333-191223	10.5	October 2, 2013
10.4†	Stock Option Plans—2009, 2010, 2011, 2012, 2013 (including forms of Stock Option Grant Agreement and Exercise Notice)	F-1	333-191223	10.6	October 2, 2013
10.5†	2014 Stock Option Plan (including forms of Stock Option Grant Agreement and Exercise Notice)	S-8	333-197373	99.1	July 11, 2014
10.6†	Amended 2016 Stock Option Plan (including form of Stock Option Grant Agreement and Exercise Notice) (English Translation)	S-8	333-232329	99.1	June 25, 2019
10.7†	Summary of BSA Terms and Conditions	10-K	001-36153	10.7	February 29, 2016
10.8†	Form of BSA Grant Document (English translation)	10-K	001-36153	10.9	March 1, 2017

109

		Incorporated by Reference
Exhibit	Description	Schedule/ Form	File Number	Exhibit	File Date
10.9†	Summary of BSPCE Plan	F-1	333-191223	10.8	September 18, 2013
10.10†	Form of BSPCE Grant Document (English translation)	F-1	333-191223	10.11	September 18, 2013
10.11†	Amended and Restated 2015 Performance-Based Free Share Plan (including form of Allocation Letter) (English Translation)	S-8	333-232329	99.2	June 25, 2019
10.12†	Amended and Restated 2015 Time-Based Free Share Plan (including form of Allocation Letter) (English Translation)	S-8	333-232329	99.3	June 25, 2019
10.13†	Criteo Executive Bonus Plan	10-K	001-36153	10.15	February 29, 2016
10.14†	Employment Agreement between the registrant and Benoit Fouilland, dated November 18, 2011 (English translation)	F-1	333-191223	10.12	October 2, 2013
10.15	Amendment and Restatement Agreement, dated as of March 29, 2017, by and among the registrant, as borrower, and BNP Paribas, Crédit Lyonnais (LCL), HSBC France, Natixis and Société Générale Corporate & Investment Banking	8-K	001-36153	4.1	March 30, 2017
10.16	Form of Offer to Directors, Officers or Specifically Designated Persons to Subscribe Liability Insurance and Provide Indemnification	10-K	001-36153	10.22	March 1, 2019
10.17†	Management Agreement between the registrant and Megan Clarken, dated October 2, 2019	8-K	001-36153	10.1	October 30, 2019
10.18†#	Amendment to Management Agreement between the registrant and Megan Clarken, dated November 22, 2019
10.19†#	Employment Agreement between the registrant and Ryan Damon, dated August 1, 2018
10.20	Consulting Agreement between the registrant and Rocabella, dated December 17, 2019	8-K	001-36153	10.1	December 17, 2019
10.21	Mutually Agreed Termination of a Permanent Employment Contract and Approval Application, dated as of June 19, 2019, by and between the Registrant and Dan Teodosiu	10-Q	001-36153	10.1	August 2, 2019
21.1#	List of Subsidiaries

110

		Incorporated by Reference
Exhibit	Description	Schedule/ Form	File Number	Exhibit	File Date
23.1#	Consent of Deloitte & Associés
31.1#	Certificate of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2#	Certificate of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certificate of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101#	The following financial statements from Criteo S.A.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Statements of Financial Position, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Shareholders' Equity, (v) the Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements
104	Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101)

† Indicates management contract or compensatory plan.

# Filed herewith.

* Furnished herewith.

Item 16.     Form 10-K Summary

Not applicable.

111

112

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	CRITEO S.A.
March 2, 2020	By:	/s/ Megan Clarken
		Megan Clarken
		Chief Executive Officer

113

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities and on the dates indicated below.

Signature		Title	Date
/s/ Megan Clarken		Chief Executive Officer (Principal Executive Officer)	March 2, 2020
Megan Clarken
/s/ Benoit Fouilland		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	March 2, 2020
Benoit Fouilland
/s/ Jean-Baptiste Rudelle	Director		March 2, 2020
Jean-Baptiste Rudelle
/s/ Nathalie Balla		Director	March 2, 2020
Nathalie Balla
/s/ Marie Lalleman		Director	March 2, 2020
Marie Lalleman
/s/ Edmond Mesrobian		Director	March 2, 2020
Edmond Mesrobian
/s/ Hubert de Pesquidoux		Director	March 2, 2020
Hubert de Pesquidoux
/s/ Rachel Picard		Director	March 2, 2020
Rachel Picard
/s/ James Warner		Director	March 2, 2020
James Warner

114

Index to Consolidated Financial Statements

	Page
Reports of Deloitte & Associés, Independent Registered Public Accounting Firm	F-2
Consolidated Statements of Financial Position as of December 31, 2018 and 2019	F-4
Consolidated Statements of Income for the Years Ended December 31, 2017, 2018 and 2019	F-5
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2017, 2018 and 2019	F-6
Consolidated Statements of Changes in Shareholders' Equity for the Years Ended December 31, 2017, 2018 and 2019	F-7
Consolidated Statements of Cash Flows for the Years Ended December 31, 2017, 2018 and 2019	F-8
Notes to the Consolidated Financial Statements	F-9

115

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Criteo S.A.

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of financial position of Criteo S.A. and subsidiaries (the “Company”) as of December 31, 2019 and 2018, and the related consolidated statements of income, comprehensive income, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2019, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 2, 2020, expressed an unqualified opinion on the Company's internal control over financial reporting.

Adoption of New Accounting Standard

As discussed in Note 1 to the financial statements, the Company has changed its method for accounting for leases in 2019 due to the adoption of ASU No. 2016-02, Leases (Topic 842).

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of this critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

F-2

Revenue - Refer to Note 17 to the financial statements

Critical Audit Matter Description

The Company’s revenue consists of selling personalized display advertisements featuring product-level recommendations either directly to clients or to advertising agencies. This is achieved by converting the Company’s clients’ website visitors into customers, enabling the Company to charge its clients when users engage with an ad the Company delivers, either by clicking on it (cost-per-click basis), through installing an application by clicking on an advertiser the Company delivers (cost-per-install and cost-per-impression basis), made up of a significant volume of low-dollar transactions, sourced from multiple databases, and other tools. Because of the nature of the Company’s transactions are based either on a cost-per-click or cost-per-install, the Company uses highly automated systems to process and record its revenue transactions based on contractual terms with advertisers.

We identified revenue as a critical audit matter because the Company’s systems to process and record its revenue transactions are highly automated and thus required significantly more involvement and effort from our information technology (IT) internal specialist team to identify, test, and evaluate the Company’s system, software applications, and automated controls.

How the Critical Audit Matter Was Addressed in the Audit

With the assistance of our IT specialists, our audit procedures related to the Company’s system to process and record its revenue transactions included the following:

•Identified the significant applications and systems used to process revenue transactions and tested the general IT controls over each of these applications and systems, including testing of user access controls, change management controls, and IT operations controls.

•Performed testing of system interface controls and automated controls within the relevant revenue solutions, as well as the controls designed to address the occurrence, accuracy and completeness of revenue.

•Tested internal controls within the relevant revenue business process, including those in place to reconcile the various applications to the Company’s general ledger.

•Tested the underlying data of the revenue transactions by agreeing the amounts recognized in the financial statements to the source transactional systems and tested the mathematical accuracy of the recorded revenue.

/s/ Deloitte & Associés

Paris-La Défense, France

March 2, 2020

We have served as the Company's auditor since 2011.

F-3

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Criteo S.A.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Criteo S.A. and subsidiaries (the “Company”) as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on the criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2019 of the Company and our report dated March 2, 2020, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Associés

Paris-La Défense, France

March 2, 2020

F-4

Criteo S.A. and subsidiaries

Consolidated Statements of Financial Position

		Year Ended December 31,
	Notes	2018			2019
		(in thousands)
Assets
Current assets:
Cash and cash equivalents	4	$	364,426		$	418,763
Trade receivables, net of allowances of $25.9 million and $16.1 million as of December 2018 and 2019, respectively.	5	473,901			481,732
Income taxes		19,370			21,817
Other taxes		53,338			60,924
Other current assets	6	22,816			17,225
Total current assets		933,851			1,000,461
Property, plant and equipment, net	7	184,013			194,161
Intangible assets, net	8	112,036			86,886
Goodwill	9	312,881			317,100
Right of use asset - operating lease	13	—			142,044
Non-current financial assets	10	20,460			21,747
Deferred tax assets	22	33,894			27,985
Total non current assets		663,284			789,923
Total assets		$	1,597,135		$	1,790,384
Liabilities and shareholders' equity
Current liabilities:
Trade payables		$	425,376		$	390,277
Contingencies	11	2,640			6,385
Income taxes		7,725			3,422
Financial liabilities - current portion	12	1,018			3,636
Lease liability - operating - current portion	13	—			45,853
Other taxes		55,592			50,099
Employee-related payables		65,878			74,781
Other current liabilities	14	47,115			35,886
Total current liabilities		605,344			610,339
Deferred tax liabilities	22	10,770			9,272
Retirement benefit obligation	15	5,537			8,485
Financial liabilities - non current portion	12	2,490			769
Lease liability - operating - non current portion	13	—			117,988
Other non-current liabilities		5,103			5,543
Total non-current liabilities		23,900			142,057
Total liabilities		629,244			752,396
Commitments and contingencies
Shareholders' equity:
Common shares, €0.025 per value, 67,708,203 and 66,197,181 shares authorized, issued and outstanding at December 31, 2018 and December 31, 2019, respectively.		2,201			2,158
Treasury stock, 3,459,119 and 3,903,673 shares at cost as of December 31, 2018 and December 31, 2019, respectively.		(79,159		)	(74,900		)
Additional paid-in capital		663,281			668,389
Accumulated other comprehensive (loss)		(30,522		)	(40,105		)
Retained earnings		387,869			451,725
Equity - attributable to shareholders of Criteo S.A.		943,670			1,007,267
Non-controlling interests		24,221			30,721
Total equity		967,891			1,037,988
Total equity and liabilities		$	1,597,135		$	1,790,384

The accompanying notes form an integral part of these consolidated financial statements.

F-4

Criteo S.A. and subsidiaries

Consolidated Statements of Income

 

		Year Ended December 31,
	Notes	2017			2018			2019
		(in thousands, except share and per share data)
Revenue	17	$	2,296,692		$	2,300,314		$	2,261,516
Cost of revenue
Traffic acquisition costs	18	(1,355,556		)	(1,334,334		)	(1,314,947		)
Other cost of revenue	18	(121,641		)	(131,744		)	(117,533		)
Gross profit		819,495			834,236			829,036
Operating expenses:
Research and development expenses	18,19	(173,925		)	(179,263		)	(172,591		)
Sales and operations expenses	18,19	(380,649		)	(372,707		)	(375,477		)
General and administrative expenses	18,19	(127,077		)	(135,159		)	(139,754		)
Total operating expenses		(681,651		)	(687,129		)	(687,822		)
Income from operations		137,844			147,107			141,214
Financial (expense)	21	(9,534		)	(5,084		)	(5,749		)
Income before taxes		128,310			142,023			135,465
Provision for income taxes	22	(31,651		)	(46,144		)	(39,496		)
Net income		$	96,659		$	95,879		$	95,969
Net income available to shareholders of Criteo S.A.		$	91,214		$	88,644		$	90,745
Net income available to non-controlling interests		$	5,445		$	7,235		$	5,224
Net income allocated to shareholders per share:
Basic	23	$	1.40		$	1.33		$	1.41
Diluted	23	$	1.34		$	1.31		$	1.38
Weighted average shares outstanding used in computing per share amounts:
Basic	23	65,143,036			66,456,890			64,305,965
Diluted	23	67,851,971			67,662,904			65,598,588

The accompanying notes form an integral part of these consolidated financial statements.

F-5

Criteo S.A. and subsidiaries

Consolidated Statements of Comprehensive Income

	Year Ended December 31,
	2017			2018			2019
	(in thousands)
Net income	$	96,659		$	95,879		$	95,969
Foreign currency translation differences, net of taxes	77,023			(18,781		)	(8,070		)
Foreign currency translation differences	77,023			(18,781		)	(8,070		)
Income tax effect	—			—			—
Actuarial (losses) gains on employee benefits, net of taxes	(87		)	916			(1,211		)
Actuarial (losses) gains on employee benefits	(103		)	1,235			(1,373		)
Income tax effect	16			(319		)	162
Comprehensive income	173,595			78,014			86,688
Attributable to shareholders of Criteo S.A.	167,566			77,594			86,353
Attributable to non-controlling interests	$	6,029		$	420		$	335

The accompanying notes form an integral part of these consolidated financial statements.

F-6

Criteo S.A. and subsidiaries

Consolidated Statements of Changes in Shareholders’ Equity

	Share capital				Treasury stock					Additional paid-in capital			Accumulated other comprehensive (loss) income			Retained earnings			Equity - attributable to shareholders of Criteo S.A.			Non controlling interests		Total equity
	(in thousands, except share data)
	(Common shares)				(Shares)
Balance at January 1, 2017	63,978,204	$	2,093		—		$	—		$	488,277		$	(88,593	)	$	198,355		$	600,132		$	9,745	$	609,877
Net income	—	—			—		—			—			—			91,214			91,214			5,445		96,659
Other comprehensive income (loss)	—	—			—		—			—			76,352			—			76,352			584		76,936
Issuance of ordinary shares	2,106,893	49			—		—			33,617			—			—			33,666			—		33,666
Shared-based compensation	—	—			—		—			69,510			—			—			69,510			399		69,909
Other changes in equity (1)	—	10			—		—			—			—			10,641			10,651			—		10,651
Balance at December 31, 2017	66,085,097	2,152			—		—			591,404			(12,241		)	300,210			881,525			16,173		897,698
Net income	—	—			—		—			—			—			88,644			88,644			7,235		95,879
Other comprehensive income (loss)	—	—			—		—			—			(18,285		)	—			(18,285		)	420		(17,865		)
Issuance of ordinary shares	1,623,106	4			—		—			2,951			—			—			2,955			—		2,955
Change in treasury stock (3)	—	—			(3,459,119	)	(79,159		)	—			—			—			(79,159		)	—		(79,159		)
Shared-based compensation	—	—			—		—			64,725			—			—			64,725			393		65,118
Other changes in equity (2)	—	45			—		—			4,201			4			(985		)	3,265			—		3,265
Balance at December 31, 2018	67,708,203	2,201			(3,459,119	)	(79,159		)	663,281			(30,522		)	387,869			943,670			24,221		967,891
Net income	—	—			—		—			—			—			90,745			90,745			5,224		95,969
Other comprehensive income (loss)	—	—			—		—			—			(9,617		)	—			(9,617		)	335		(9,282		)
Issuance of ordinary shares	83,266	2			—		—			1,829			—			—			1,831			—		1,831
Change in treasury stock (3)	(1,594,288)	(45		)	(444,554	)	4,259			(36,091		)	(296		)	(26,710		)	(58,883		)	—		(58,883		)
Shared-based compensation	—	—			—		—			39,399			—			—			39,399			214		39,613
Other changes in equity	—	—			—		—			(29		)	330			(179		)	122			727		849
Balance at December 31, 2019	66,197,181	$	2,158		(3,903,673)		$	(74,900	)	$	668,389		$	(40,105	)	$	451,725		$	1,007,267		$	30,721	$	1,037,988

⁽¹⁾ From January 1, 2017, we adopted ASU 2016-09, Compensation-Stock Compensation (Topic 718): Improvement to Employee Share-based Payment Accounting issued by the Financial Accounting Standards Board (FASB).

⁽²⁾ Deferred consideration in the context of Storetail Marketing Services SAS acquisition (see note 9).

⁽³⁾ Share repurchase program (see note 2)

The accompanying notes form an integral part of these consolidated financial statements.

F-7

Criteo S.A. and subsidiaries

Consolidated Statements of Cash Flows

	Year Ended December 31,
	2017			2018			2019
	(in thousands)
Net income	$	96,659		$	95,879		$	95,969
Non-cash and non-operating items	155,894			154,436			126,281
Amortization and provisions	104,025			111,825			97,110
Equity awards compensation expense (1)	71,612			66,600			40,999
Change in deferred taxes	(13,269		)	(8,157		)	15,418
Income tax for the period	(11,439		)	(12,744		)	(28,015		)
Other (2)	4,965			(3,088		)	769
Change in working capital related to operating activities	(7,095		)	10,411			582
(Increase) / Decrease in trade receivables	(76,907		)	1,358			876
Increase / (Decrease) in trade payables	32,915			9,047			(14,145		)
(Increase) / Decrease in other current assets	(3,381		)	3,974			7,631
Increase / (Decrease) in other current liabilities (2)	40,278			(3,968		)	11,390
Change in operating lease liabilities and right of use assets	—			—			(5,170		)
Cash from operating activities	245,458			260,726			222,832
Acquisition of intangibles assets, property, plant and equipment	(122,203		)	(116,984		)	(82,716		)
Change in accounts payable related to intangible assets, property, plant and equipment	13,692			(8,494		)	(15,224		)
(Payment for) Disposal of businesses, net of cash acquired (disposed)	1,110			(101,180		)	(4,582		)
Change in other financial non-current assets	1,148			(59		)	(1,366		)
Cash used for investing activities	(106,253		)	(226,717		)	(103,888		)
Issuance of long term borrowings	3,700			—			—
Repayment of borrowings	(89,731		)	(964		)	(1,022		)
Proceeds from capital increase	31,961			1,473			1,691
Change in treasury stocks	—			(80,000		)	(58,588		)
Change in other financial liabilities (2)	24,602			16,815			(1,192		)
Cash used for financing activities	(29,468		)	(62,676		)	(59,111		)
Effect of exchange rate changes on cash and cash equivalents (2)	34,057			(21,018		)	(5,496		)
Net increase (decrease) in cash and cash equivalents	143,794			(49,685		)	54,337
Net cash and cash equivalents - beginning of period	270,317			414,111			364,426
Net cash and cash equivalents - end of period	$	414,111		$	364,426		$	418,763
Supplemental disclosures of Cash Flow information
Cash paid for taxes, net of refunds	$	(56,360	)	$	(67,045	)	$	(52,093	)
Cash paid for interest, net of amounts capitalized	$	(2,102	)	$	(1,695	)	$	(1,403	)

⁽¹⁾ Of which $65.1 million and $39.6 million of equity awards compensation expense consisted of share-based compensation expense according to ASC 718 Compensation - stock compensation for the twelve month period ended December 31, 2018 and 2019, respectively.

⁽²⁾ From 2017, the Company reported the cash impact of the settlement of hedging derivatives related to financing activities in cash from (used for) financing activities in the consolidated statements of cash flows.

The accompanying notes form an integral part of these consolidated financial statements.

F-8

Notes to the Consolidated Financial Statements

Criteo S.A. was initially incorporated as a société par actions simplifiée, or S.A.S., under the laws of the French Republic on November 3, 2005, for a period of 99 years and subsequently converted to a société anonyme, or S.A.

We are a global technology company powering marketers with trusted and impactful advertising. We strive to deliver measurable business results at scale across multiple marketing goals for retailers and brands, through our self-service Criteo Platform. Using shopping data, artificial intelligence ("AI") technology and extensive consumer reach, we help marketers drive Awareness, Consideration and Conversion for their products and services¹, and help retailers generate advertising revenues from consumer brands. Our data is pooled among our clients and offers deep insights into consumer intent and purchasing habits. To drive trusted and impactful advertising for marketers, we activate our data assets in a privacy-by-design way through proprietary AI technology to engage consumers in real time by designing, pricing and delivering highly relevant digital advertisements ("ads") across devices and environments. We price our offering on a range of pricing models and measure our value based on clear, well-defined performance metrics, making our impact on the business of our clients both transparent and easy to measure.

In these notes, Criteo S.A. is referred to as the Parent company and together with its subsidiaries, collectively, as "Criteo," the "Company," the "Group," or "we".

^{___________________________________________________} 

¹ Driving Awareness for a brand means exposing its brand name to consumers who have not been in touch with the brand before, thereby creating brand awareness from such consumers. Driving Consideration for an advertiser's products or services means attracting prospective new consumers to consider engaging with and/or buying this advertiser's products or services. Driving Conversion for an advertisers' products or services means triggering a purchase by consumers who have already engaged with this advertisers products or services in the past.

F-9

Note 1. Principles and Accounting Methods

Basis of Preparation

We prepared the consolidated financial statements in accordance with the U.S generally accepted accounting principles (“U.S. GAAP”). The consolidated financial statements include the accounts of Criteo S.A and its wholly owned subsidiaries.

 Consolidation Methods

We have control over all our subsidiaries, and consequently they are all fully consolidated. Intercompany transactions and balances have been eliminated. The table below presents at each period’s end and for all entities included in the consolidation scope the following information: the country of incorporation and the percentage of voting rights and ownership interests.

		2018				2019
	Country	Voting rights		Ownership Interest		Voting rights		Ownership Interest		Consolidation Method
Parent company
Criteo S.A (1)	France	100	%	100	%	100	%	100	%	Parent company
French subsidiaries
Criteo France SAS	France	100	%	100	%	100	%	100	%	Fully consolidated
Criteo Finance SAS	France	100	%	100	%	100	%	100	%	Fully consolidated
Storetail Marketing Services SAS	France	100	%	100	%	100	%	100	%	Fully consolidated
Condigolabs SAS	France	—	%	—	%	100	%	40	%	Fully consolidated
Foreign subsidiaries
Criteo Ltd	United Kingdom	100	%	100	%	100	%	100	%	Fully consolidated
HookLogic Ltd (2)	United Kingdom	100	%	100	%	—		—		Fully consolidated
Storetail Marketing Services Ltd	United Kingdom	100	%	100	%	100	%	100	%	Fully consolidated
Criteo Corp	United States	100	%	100	%	100	%	100	%	Fully consolidated
Manage, Inc.	United States	100	%	100	%	100	%	100	%	Fully consolidated
Criteo Gmbh	Germany	100	%	100	%	100	%	100	%	Fully consolidated
Criteo Nordics AB (3)	Sweden	—	%	—	%	100	%	100	%	Fully consolidated
Criteo Korea Ltd. (3)	Korea	—	%	—	%	100	%	100	%	Fully consolidated
Criteo KK	Japan	66	%	66	%	66	%	66	%	Fully consolidated
Criteo Do Brasil LTDA	Brazil	100	%	100	%	100	%	100	%	Fully consolidated
Criteo BV	The Netherlands	100	%	100	%	100	%	100	%	Fully consolidated
Criteo Pty	Australia	100	%	100	%	100	%	100	%	Fully consolidated
Criteo Srl	Italy	100	%	100	%	100	%	100	%	Fully consolidated
Criteo Advertising (Beijng) Co. Ltd	China	100	%	100	%	100	%	100	%	Fully consolidated
Criteo Singapore Pte. Ltd.	Singapore	100	%	100	%	100	%	100	%	Fully consolidated
Criteo LLC	Russia	100	%	100	%	100	%	100	%	Fully consolidated
Criteo Europa S.L.	Spain	100	%	100	%	100	%	100	%	Fully consolidated
Criteo Espana S.L.	Spain	100	%	100	%	100	%	100	%	Fully consolidated
Storetail Marketing Services S.L.U	Spain	100	%	100	%	100	%	100	%	Fully consolidated
Criteo Canada Corp.	Canada	100	%	100	%	100	%	100	%	Fully consolidated
Criteo Reklamcılık Hizmetleri ve Ticaret Anonim Şirketi	Turkey	100	%	100	%	100	%	100	%	Fully consolidated
Criteo MEA FZ-LLC	United Arab Emirates	100	%	100	%	100	%	100	%	Fully consolidated
Criteo India Private Ltd.	India	100	%	100	%	100	%	100	%	Fully consolidated

⁽¹⁾ including Criteo Korea and Criteo AB (Sweden) branches activities until 2018

⁽²⁾ merged with Criteo Ltd

⁽³⁾ from 2019 Criteo Korea and Criteo AB (Sweden) branches had been transformed into subsidiaries

Functional Currency and Translation of Financial Statements in Foreign Currency

The Consolidated Financial Statements are presented in U.S. dollars, which differs from the functional currency of the Parent, being the Euro. The statements of financial position of consolidated entities having a functional currency different from the U.S. dollar are translated into U.S. dollars at the closing exchange rate (spot exchange rate at the statement of financial position date) and the statements of income, statements of comprehensive income and statements of cash flow of such consolidated entities are translated at the average period to date exchange rate. The resulting translation adjustments are included in equity under the caption “Accumulated other comprehensive income (loss)” in the Consolidated Statements of Changes in Shareholders' Equity.

F-10

Conversion of Foreign Currency Transactions

Foreign currency transactions are converted to U.S. dollars at the rate of exchange applicable on the transaction date. At period-end, foreign currency monetary assets and liabilities are converted at the rate of exchange prevailing on that date. The resulting exchange gains or losses are recorded in the Consolidated Statements of Income in “Other financial income (expense)” with the exception of exchange differences arising from monetary items that form part of the reporting entity’s net investment in a foreign operation which are recognized in other comprehensive income (loss); they will be recognized in profit or loss on disposal of the net investment.

Use of Estimates

The preparation of our Consolidated Financial Statements requires the use of estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of revenue and expenses during the period. We base our estimates and assumptions on historical experience and other factors that we believe to be reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates.

On an on-going basis, management evaluates its estimates, primarily those related to: (1) revenue recognition criteria (2) allowances for doubtful accounts, (3) research tax credits (4) 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, (5) assumptions used in valuing acquired assets and assumed liabilities in business combinations, (6) assumptions used in the valuation of goodwill, intangible assets and right of use assets - operating lease, and (7) assumptions used in the valuation model to determine the fair value of share-based compensation plan.

Business combinations

We include the results of operations of the businesses that we acquire as of the acquisition date. We allocate the purchase price of our acquisitions to the assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase price over the fair values of these identifiable assets and liabilities is recorded as goodwill. Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred.

Intangible Assets

Acquired intangible assets are accounted for at acquisition cost, less accumulated amortization. Acquired intangible assets are composed of software, technology and customer relationships amortized on a straight-line basis over their estimated useful lives comprised between one and three years for the software, and three and nine years, for the technology and customer relationships. Intangible assets are reviewed for impairment whenever events or changes in circumstances such as, but not limited to, significant declines in revenue, earnings or cash flows or material adverse changes in the business climate indicate that the carrying amount of an asset may be impaired.

We expense software development costs, including costs to develop software products or the software component of products to be sold, leased, or marketed to external users, before technological feasibility is reached. Technological feasibility is typically reached shortly before the release of such products and as a result, development costs that meet the criteria for capitalization were not material for the periods presented.

Software development costs also include costs to develop software to be used solely to meet internal needs and cloud based applications used to deliver our services. We capitalize development costs related to these software applications once the preliminary project stage is complete and it is probable that the project will be completed and the software will be used to perform the function intended. Amortization of these costs begins when assets are placed in service and is calculated on a straight-line basis over the assets’ useful lives estimated at three to five years.

F-11

Property, Plant and Equipment

Property, plant and equipment are accounted for at acquisition cost less cumulative depreciation and any impairment loss. Depreciation is calculated on a straight-line basis over the assets’ estimated useful lives as follows:

Servers........................................................................................................... 5 years over the life of the warranty

Furniture and IT equipments............................................................................................................... 3 to 5 years

Leasehold improvements are depreciated over their useful life or over the lease term, whichever is shorter.

Impairment of Assets

Goodwill and Intangible Assets

Goodwill represents the excess of the aggregate purchase price paid over the fair value of the net tangible and intangible assets acquired. Intangible assets that are not considered to have an indefinite useful life are amortized over their useful lives. The Company evaluates the estimated remaining useful lives of purchased intangible assets and whether events or changes in circumstances warrant a revision to the remaining periods of amortization.

Goodwill is not amortized and is tested for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The Company has determined that it operates as a single reporting unit and has selected December 31 as the date to perform its annual impairment test.

In the impairment assessment of its goodwill, the Company performs a two-step impairment test, which involves assumptions regarding estimated future cash flows to be derived from the Company. If these estimates or their related assumptions change in the future, the Company may be required to record impairment for these assets. The first step of the impairment test involves comparing the fair value of the reporting unit to its net book value, including goodwill.

If the net book value exceeds its fair value, then the Company would perform the second step of the goodwill impairment test to determine the amount of the impairment loss. The impairment loss to be recognized would be calculated by comparing the implied fair value of the Company to its net book value. In calculating the implied fair value of the Company’s goodwill, the fair value of the Company would be allocated to all of the other assets and liabilities based on their fair values. The excess of the fair value of the Company over the amount assigned to its other assets and liabilities is the implied fair value of goodwill. An impairment loss would be recognized in the Consolidated Statement of Income when the carrying amount of goodwill exceeds its implied fair value.

With respect to intangible assets, acquired intangible assets are accounted for at acquisition cost less cumulative amortization and any impairment loss. Acquired intangible assets are amortized over their estimated useful lives of one to nine years on a straight-line method. Intangible assets are reviewed for impairment whenever events or changes in circumstances such as, but not limited to, significant declines in revenue, earnings or cash flows or material adverse changes in the financial and economic environment indicate that the carrying amount of an asset may be impaired.

Property, Plant and Equipment and Impairment of Long-lived Assets

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset is impaired or the estimated useful life is no longer appropriate. If indicators of impairment exist and the undiscounted projected cash flows associated with an asset are less than the carrying amount of the asset, an impairment loss is recorded to write the asset down to its estimated fair value. Fair value is estimated based on discounted future cash flows.

F-12

Leases

We lease office space and data centers mainly under non-cancellable operating lease agreements. Our leases typically include rent free periods, rent escalation periods, renewal options and may also include leasehold improvement incentives. Both office and data center leases may contain non-lease components such as maintenance, electrical costs, and other service charges. Non-lease components are accounted for separately. Office and data center leases typically contain options to renew, and/or terminate the lease early.

Operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. Options have been included in the calculation if management has determined that it is reasonably certain that the option will be exercised.

We do not recognize a lease liability or right of use asset for leases with a term of 12 months or less, and we do not recognize a lease liability or right of use asset for low value leases.

We recognize a single lease cost under which the operating lease right of use and liability are amortized on a straight-line basis over the lease term. Variable costs are expensed in the period incurred.

Financial Assets and Liabilities, Excluding Derivative Financial Instruments

Financial assets, excluding cash and cash equivalents, consist exclusively of loans and receivables. Loans and receivables are non-derivative financial assets with a payment, which is fixed or can be determined, not listed on an active market. They are included in current assets, except those that mature more than twelve months after the reporting date. Loans are measured at amortized cost using the effective interest method. The recoverable amount of loans and advances is estimated whenever there is an indication that the asset may be impaired and at least on each reporting date. If the recoverable amount is lower than the carrying amount, an impairment loss is recognized in the Consolidated Statements of Income.

Financial liabilities are initially recorded at their fair value at the transaction date. Subsequently they are measured at amortized cost using the effective interest method.

We carry our accounts receivable at net realizable value. On a periodic basis, our management evaluates our accounts receivable and determines whether to provide an allowance or if any accounts should be written down and charged to expense as a bad debt. The evaluation is based on, among other factors, a past history of collections, current credit conditions, the ageing of the receivable and a past history of write downs. A receivable is considered past due if we have not received payments based on agreed-upon terms. A higher default rate than estimated or a deterioration in our clients’ creditworthiness could have an adverse impact on our future results. Allowances for doubtful accounts on trade receivables are recorded in “sales and operations expenses” in our Consolidated Statements of Income. We generally do not require any security or collateral to support our receivables.

F-13

Derivative financial instruments

We buy and sell derivative financial instruments (mainly put, forward buying and selling) in order to manage and reduce our exposure to the risk of exchange rate fluctuations. We deal only with major financial institutions. Financial instruments may only be classified as hedges when we can demonstrate and document the effectiveness of the hedging relationship at inception and throughout the life of the hedge. Derivatives not designated as hedging instruments mainly consist of put, forward buying and selling contracts that we use to hedge intercompany transactions and other monetary assets or liabilities denominated in currencies other than the local currency of a subsidiary.

We recognize gains and losses on these contracts, as well as the related costs in the financial income (expense), net, along with the foreign currency gains and losses on monetary assets and liabilities.

During the years ended December 31, 2017 and December 31, 2018 , the Company reported the cash impact of the settlement of hedging derivatives in cash from (used for) financing activities in the consolidated statements of cash flows. This accounting policy choice results in the cash flows from the derivative instrument to be classified in the same category as the underlying cash flows.

Fair value measurements

Financial instruments are presented in three categories based on a hierarchical method used to determine their fair value : (i) level 1: fair value calculated using quoted prices in an active market for identical assets and liabilities; (ii) level 2: fair value calculated using valuation techniques based on observable market data such as prices of similar assets and liabilities or parameters quoted in an active market; (iii) level 3: fair value calculated using valuation techniques based wholly or partially on unobservable inputs such as prices in an active market or a valuation based on multiples for unlisted companies. The Company's valuation techniques used to measure the fair value of money market funds and certain short term investments were derived from quoted prices in active markets. The valuation techniques used to measure the fair value of the Company's financial liabilities and all other financial instruments, all of which have counterparties with high credit ratings, were valued based on quoted market prices or model-driven valuations using inputs derived from or corroborated by observable market data.

Cash and Cash Equivalents

Cash includes cash on hand and demand deposits with banks. Cash equivalents include short-term, highly liquid investments, with a remaining maturity at the date of purchase of three months or less for which the risk of changes in value is considered to be insignificant. Demand deposits therefore meet the definition of cash equivalents. Cash equivalents are measured at fair value using level 1 and level 2, respectively, for cash at hand and money market funds using quoted prices, and any changes are recognized in the Consolidated Statements of Income.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, cash equivalents and accounts receivable. The Company’s cash and cash equivalents are held and foreign exchange contracts are transacted with major financial institutions that the Company's management has assessed to be of high credit quality. The Company has not experienced any losses in such accounts.

The Company mitigates its credit risk with respect to accounts receivable by performing credit evaluations and monitoring agencies' and advertisers' accounts receivable balances. As of December 31, 2019 and 2018 no customer accounted for 10% or more of accounts receivable. During the years ended December 31, 2019, 2018 and 2017, no single customer represented 10% or more of revenue.

F-14

Employee Benefits

Depending on the laws and practices of the countries in which we operate, employees may be entitled to compensation when they retire or to a pension following their retirement. For state-managed plans and other defined contribution plans, we recognize them as expenses when they become payable, our commitment being limited to our contributions.

The liability with respect to defined benefit plans is estimated using the following main assumptions:

• discount rate;

• future salary increases;

• employee turnover; and

• mortality tables.

Service costs are recognized in profit or loss and are allocated by function.

Actuarial gains and losses are recognized in other comprehensive income and subsequently amortized into the income statement over a specified period, which is generally the expected average remaining service period of the employees participating in the plan. Actuarial gains and losses arise as a result of changes in actuarial assumptions or experience adjustments (differences between the previous actuarial assumptions and what has actually occurred).

Contingencies

An estimated loss from a loss contingency is recognized if the following two conditions are met:

• information available before the financial statements are issued indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the financial statements;

• the amount of loss can be reasonably estimated.

With respect to litigation and claims that may result in a provision to be recognized, we exercise significant judgment in measuring and recognizing provisions or determining exposure to contingent liabilities that are related to pending litigation or other outstanding claims. These judgment and estimates are subject to change as new information becomes available.

 Revenue Recognition

On January 1, 2018, we adopted Topic 606 using the modified retrospective method. The new standard had no significant impact on our Consolidated Financial Statements.

We recognize revenues when we transfer control of promised services directly to our clients or to advertising agencies, which we collectively refer to as our clients, in an amount that reflects the consideration to which we expect to be entitled to in exchange for those services.

Refer to Note 17. Revenue for further discussion regarding the adoption of ASC 606 and revenue.

F-15

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. We purchase impressions directly from publishers or third-party intermediaries, such as advertisement exchanges. We recognize cost of revenue on a publisher by publisher basis as incurred. Costs owed to publishers but not yet paid are recorded in our Consolidated Statements of Financial Position as trade payables and other current liabilities.

For some solutions within Criteo Retail Media, we pay for the inventory of our ecommerce retailer partners on a revenue sharing basis, effectively paying the retailers a portion of the click-based revenue generated by user clicks on the sponsored products advertisements displaying the products of our brand manufacturer clients.

Other Cost of Revenue. Other cost of revenue includes expenses related to third-party hosting fees, depreciation of data center equipment and data purchased from third parties. The Company does not build or operate its own data centers and none of its Research and Development employments are dedicated to revenue generating activities. As a result, we do not include the costs of such personnel in other cost of revenue.

Share-Based Compensation

Shares, employee share options and employee and non-employee warrants are primarily awarded to our employees or directors. These awards are measured at their fair value on the date of grant. The fair value is calculated with the most relevant formula regarding the settlement and the conditions of each plan. The fair value is recorded in personnel expenses (allocated by function in the Consolidated Statements of Income) on a straight-line basis over each milestone composing the vesting period with a corresponding increase in shareholders’ equity.

At each closing date, we re-examine the number of options likely to become exercisable. If applicable, the impact of the review of the estimate is recognized in the Consolidated Statements of Income with a corresponding adjustment in equity.

Income Taxes

Income taxes are accounted for under the asset and liability method of accounting. Deferred taxes are recorded on all temporary differences between the financial reporting and tax bases of assets and liabilities, and on tax losses, using the liability method. Differences are defined as temporary when they are expected to reverse within a foreseeable future. We may only recognize deferred tax assets on net operating losses if, based on the projected taxable incomes within the next three years, we determine that it is probable that future taxable profit will be available against which the unused tax losses and tax credits can be utilized. As a result, the measurement of deferred income tax assets is reduced, if necessary, by a valuation allowance for any tax benefits which are not expected to be realized. If future taxable profits are considerably different from those forecasted that support recording deferred tax assets, we will have to revise downwards or upwards the amount of deferred tax assets, which would have a significant impact on our financial results. Tax assets and liabilities are not discounted. Amounts recognized in the Consolidated Financial Statements are calculated at the level of each tax entity included in the consolidation scope. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in the period that such tax rate changes are enacted.

The French Research Tax Credit, Crédit d’Impôt Recherche (“CIR”), is a French tax incentive to stimulate research and development (“R&D”). Generally, the CIR offsets the income tax to be paid and the remaining portion (if any) can be refunded at the end of a three-fiscal year period. The CIR is calculated based on the claimed volume of eligible R&D expenditures by us. As a result, the CIR is presented as a deduction to “research and development expenses” in the Consolidated Statements of Income, as the CIR is not within the scope of ASC 740. We have exclusively claimed R&D performed in France for purposes of the CIR.

F-16

The U.S Research Tax Credit is a U.S. tax credit to incentivize research and development activities in the U.S. Qualifying R&D expenses generating a tax credit which may be used to offset future taxable income once all net operating losses and foreign tax credits have been used. It is not refundable and as such, considered in the scope of ASC 740 as a component of income tax expense. We have exclusively claimed R&D performed in the U.S. for purposes of the U.S. Research Tax Credit.

Uncertain Tax Positions

We recognize tax benefits from uncertain tax positions only if we believe that it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. These uncertain tax positions include our estimates for transfer pricing that have been developed based upon analyses of appropriate arms-length prices. Similarly, our estimates related to uncertain tax positions concerning research tax credits are based on an assessment of whether our available documentation corroborating the nature of our activities supporting the tax credits will be sufficient. Although we believe that we have adequately reserved for our uncertain tax positions (including net interest and penalties), we can provide no assurance that the final tax outcome of these matters will not be materially different. We make adjustments to these reserves in accordance with the income tax accounting guidance when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different from the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made, and could have a material impact on our financial condition and operating results.

Operating Segments

Segment information reported is built on the basis of internal management data used for performance analysis of businesses and for the allocation of resources (management approach). An operating segment is a component of the Company for which separate financial information is available that is evaluated regularly by our Chief Decision Maker in deciding how to allocate resources and assessing performance.

Our chief operating decision-maker is our CEO. The CEO reviews consolidated data for revenue, revenue excluding traffic acquisition costs (revenue ex-TAC) and Adjusted EBITDA (earnings before financial income (expense), income taxes, depreciation and amortization, adjusted to eliminate the impact of equity awards compensation expense, pension service costs, restructuring costs, acquisition-related costs and deferred price consideration) for the purposes of allocating resources and evaluating financial performance.

We have concluded that our operations constitute one operating and reportable segment.

Earnings Per Share

Basic earnings per share (“EPS”) are calculated by dividing the net income attributable to shareholders of the Parent by the weighted average number of shares outstanding. The weighted average number of shares outstanding is calculated according to movements in share capital.

 In addition, we calculate diluted earnings per share by dividing the net income attributable to shareholders of the Parent company, Criteo S.A. by the weighted average number of shares outstanding plus any potentially dilutive shares not yet issued.

F-17

Accounting Pronouncements adopted in 2019

Effective January 1, 2019, we have adopted the Financial Accounting Standards Board, ("FASB") Accounting Standards Update ("ASU") 842 No. 2016-02, Leases (Topic 842) (ASU 2016-02), which generally requires companies to recognize operating and financing lease liabilities and corresponding right-of-use assets on the balance sheet for operating leases with terms of more than 12 months, in addition to those currently recorded. In August 2018, the FASB issued ASU 2018-11, Targeted Improvements to ASC 842, which included an option not to restate comparative periods in transition and use the effective date of ASC 842, Leases, as the date of the initial application of transition, which we elected. Prior periods have not been adjusted and continue to be accounted for in accordance with ASC 840. As a result of adopting ASU 842, we recognized total operating lease liabilities of $223.5 million and operating right-of-use assets of $204.3 million as of January 1, 2019. The adoption of ASC 842 had an immaterial impact on our condensed consolidated statements of income and our condensed consolidated statement of cash flows for the year ended December 31, 2019. Refer to Note 13. Leases, for additional information and required disclosures.

Effective January 1, 2019, we have adopted ASU 2018 - 07, Improvements to Non-Employee Share based Payment Accounting. The amendments in this ASU expands Topic 718 to include share base payments for goods or services to non employees. The adoption of ASU 2018-07 did not have a material impact on our financial position or results of operations.

Recent Accounting Pronouncements

In June 2016, the FASB issued Accounting Standards Update No. 2016-13 (ASU 2016-13) Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model which requires the use of forward-looking information to calculate credit loss estimates. This will result in earlier recognition of credit losses. We will adopt ASU 2016-13 effective January 1, 2020 with the cumulative effect of adoption recorded as an adjustment to retained earnings. We are currently assessing the impact of the adoption of ASU 2016-13 on the Company's consolidated financial statements. The adoption of ASU 2016-13 is not expected to have a material impact on our financial position or results of operations.

In January 2017, the FASB issued ASU 2017-04 Goodwill and Other (Topic 350). ASU 2017-04 simplifies the subsequent measurement of goodwill and reduces the cost and complexity of evaluating goodwill for impairment. It eliminates the need for entities to calculate the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. Under this amendment, an entity will perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge is recognized for the amount by which the carrying value exceeds the reporting unit's fair value. We intend to adopt the standard on the effective date of January 1, 2020. The adoption of ASU 2017-04 is not expected to have a material impact on our financial position or results of operations.

In August 2017, the FASB issued ASU 2017-12 Derivatives and Hedging (Topic 815), Targeted Improvements to Accounting for Hedging Activities. ASU 2017-12 was issued with the objective of improving the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements as well as to simplify the application of hedge accounting guidance in current GAAP. We intend to adopt the standard on the effective date of January 1, 2020. The adoption of ASU 2017-12 is not expected to have a material impact on our financial position or results of operations.

F-18

In August 2018, the FASB issued ASU 2018 - 13, Fair Value Measurement - Disclosure Framework - Changes to the Disclosure Requirement for Fair Value Measurement. This ASU modifies disclosure requirements for Fair Value including 1) removing existing disclosure requirements such as reasons for transfers from 1 to 2 level, policy of timing of transfers 2) modifying existing disclosure requirements, such as a rollforward of level 3 assets, investments in entities that calculate net asset value, and the measurement uncertainty disclosure 3) Adds additional disclosures such as changes in unrealized gains and losses in OCI, and the range and weight of significant unobservable inputs. We intend to adopt the standard on the effective date of January 1, 2020. The adoption of ASU 2018-13 is not expected to have a material impact on our financial position or results of operations.

In August 2018, the FASB issued ASU 2018 - 14, Compensation - Retirement Benefits - Defined Benefit Plans - General. The purpose of this update is to modify disclosure requirements for Defined Benefit Plans. It removes requirements to disclose the amounts in accumulated other comprehensive income expected to be recognized as components of net periodic benefit cost over the next fiscal year among others. It adds disclosure requirements for the items such as an explanation of the reasons for significant gains and losses related to changes in the benefit obligation for the period. We intend to adopt the standard on the effective date of January 1, 2021. The adoption of ASU 2018-14 is not expected to have a material impact on our financial position or results of operations but may have an impact on our disclosures.

In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal Use Software - Customer’s Accounting for Implementation Costs incurred in a Cloud Computing Arrangement That is a Service Contract. This ASU was issued to clarify the accounting for implementation costs incurred for SaaS agreements. Previously the guidance only referred to development of internal use software and the accounting for SaaS agreements was not clarified. This ASU states that the implementation costs of SaaS agreements should be capitalized. We will adopt ASU 2018-15 effective January 1, 2020. The adoption of ASU 2018-15 is not expected to have an impact on our financial position or results of operations on the date of the adoption but will have a minor impact on expense classification in future periods.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s Consolidated Financial Statements upon adoption.

F-19

Note 2. Significant Events and Transactions of the Period

Change in estimated useful life of servers and other data center equipment

During the first quarter of 2019, we revised our estimate of the useful life of all servers and other equipment used in our data centers from 3 to 5 years. This change in estimate was determined based on a revised commissioning plan which extends the period equipment from 3 to 5 years prior to disposal, and was accounted for as a change in accounting estimate. This resulted in an increase in income from operations of $42.0 million, increase in net income of $35.8 million, or $0.56 per share, from that which would have been reported had the previous expected useful life of 3 years been used for the twelve month period ended December 31, 2019. The impact on the three month period ended December 31, 2019 was an increase in income from operations of $10.7 million, an increase in net income of $9.1 million, or $0.14 per share.

Share repurchase program

On October 25, 2018 Criteo's Board of Directors authorized a share repurchase program of up to $80.0 million of the Company’s outstanding American Depositary Shares. As of December 31, 2018, 3.5 million shares were held as treasury shares. We completed this share repurchase program in 2018.

On February 8, 2019, the Board of Directors authorized the reduction of capital resulting in the formal retirement of 1.6 million treasury shares.

On July 26, 2019, Criteo's Board of Directors authorized a share repurchase program of up to $80.0 million of the Company's outstanding American Depositary Shares. As of December 31, 2019, 3.2 million shares were held as treasury shares as part of the share repurchase program authorized on July 26, 2019.

As of December 31, 2019, we have 3.9 million treasury shares remaining which may be used to satisfy the company's obligations under its employee equity plans upon RSU vestings in lieu of issuing new shares, and for M&A activity.

	Number of Treasury Shares		Amount (in thousands)
Balance at January 1, 2018	—		—
Treasury Shares Repurchased to potentially use for M&A	1,751,147		40,000
Treasury Shares Repurchased for RSU Vesting	1,748,111		40,000
Treasury Shares Issued for RSU Vesting	(40,139	)	(841		)
Balance at December 31, 2018	3,459,119		$	79,159
Treasury Shares Retired	(1,594,288	)	(36,137		)
Treasury Shares Repurchased to use for M&A or RSU Vesting	1,498,709		28,452
Treasury Shares Repurchased to use for RSU Vesting	1,743,223		30,136
Treasury Shares Issued for RSU Vesting	(1,203,090	)	(26,710		)
Balance at December 31, 2019	3,903,673		$	74,900

F-20

Restructuring

The Company implemented a new organization structure designed to best support its multi-product platform strategy, accelerate execution and generate cost efficiencies, in particular through right sizing facilities. As a result of this implementation, the Company incurred net restructuring costs of $10.6 million and $13.6 million for the three months and twelve months ended December 31, 2019, respectively. The restructuring costs comprised termination of R&D activities, costs for termination of a facility, impairment of right of use assets, and payroll expenses, offset by gains from forfeitures of equity instruments linked to share-based compensation expense.

Cease of our R&D operations in Palo Alto

On October 7, 2019, in connection with the new organization structure, the Company announced a plan to restructure its R&D activities with the closing of its R&D operations in Palo Alto. The company incurred net restructuring costs of $0.7 million and $0.7 million for the three months and the twelve months ended December 31, 2019, respectively.

	Three Months Ended			Twelve Months Ended
	December 31, 2019
	(in thousands)
Gain from forfeitures of share-based compensation expense	$	4,863		$	4,863
Payroll related costs	(5,581		)	(5,581		)
Total restructuring costs	(718		)	(718		)

As such, for the three months and the twelve months ended December 31, 2019, respectively, we included $(0.7) million in Research and Development expenses.

The following table summarizes restructuring activities as of December 31, 2019 included in other current liabilities on the balance sheet :

	Restructuring Liability
	(in thousands)
Restructuring liability - January 1, 2019	$	—
Restructuring costs	718
Restructuring costs - non cash items	4,863
Amounts paid	—
Restructuring liability - December 31, 2019	$	5,581

F-21

Facilities right sizing program

The Company decided to implement a facilities right sizing program to generate cost efficiencies

. The Company incurred net restructuring costs of $9.4 million and $12.2 million for the three months ended and the twelve months ended December 31, 2019, respectively, comprising of impairment of right of use assets and a termination of a lease facility.

	Three Months Ended		Twelve Months Ended
	December 31, 2019
	(in thousands)
Depreciation and amortization (expense)	67		(1,161	)
Impairment related costs	(8,926	)	(8,926	)
Facilities related costs	(507	)	(2,155	)
Total restructuring costs	(9,366	)	(12,242	)

As such, for the three months and the twelve months ended December 31, 2019, respectively, we included $(0.7) million and $(0.7) million in Research and Development expenses, $(6.3) million and $(8.7) million in Sales and Operations expenses, $(2.3) million and $(2.8) million in General and Administrative expenses.

Impairment related costs for the three months and the twelve months ended December 31, 2019, respectively, were included in Research and Development expenses $(0.7) million, Sales and Operations expenses $(6.4) million and General and Administrative expenses $(1.8) million.

The following table summarizes restructuring activities as of December 31, 2019 included in right of use assets and lease liability on the balance sheet :

	Restructuring Liability
	(in thousands)
Restructuring liability - January 1, 2019	$	—
Restructuring costs	12,242
Restructuring costs - non cash items	(8,260		)
Amounts paid	(3,175		)
Restructuring liability - December 31, 2019	$	807

F-22

New organization structure

As part of a new organization structure designed to best support its multi-product platform strategy and accelerate execution, the Company incurred net restructuring costs of $0.6 million and $0.6 million for the three months and twelve months ended December 31, 2019, respectively, comprising of payroll expenses, offset by gains from forfeitures of equity instruments linked to share-based compensation expense.

	Three Months Ended			Twelve Months Ended
	December 31, 2019
	(in thousands)
Gain from forfeitures of share-based compensation expense	$	(13	)	$	3,271
Payroll related costs	(564		)	(3,893		)
Total restructuring costs	(577		)	(622		)

For the three month period ended December, 2019, $(0.3) million was included in Research and Development expenses, and $(0.2) million in Sales and Operations expenses. For the twelve month periods ended December, 2019, $$(0.5) million was included in Research and Development expenses, and $(0.1) million in Sales and Operations expenses.

The following table summarizes restructuring activities as of December 31, 2019 included in other current liabilities on the balance sheet :

	Restructuring Liability
	(in thousands)
Restructuring liability - January 1, 2019	$	—
Restructuring costs	622
Restructuring costs - non cash items	3,271
Amounts paid	(3,383		)
Restructuring liability - December 31, 2019	$	510

F-23

Note 3. Categories of Financial Assets and Financial Liabilities

Financial assets

	Year Ended December 31,
	2018		2019
	(in thousands)
Trade receivables, net of allowances	$	473,901	$	481,732
Other taxes	53,338		60,924
Other current assets	22,816		17,225
Non-current financial assets	20,460		21,747
Total	$	570,515	$	581,628

Credit Risk

We maintain an allowance for estimated credit losses. During the years ended December 31, 2019 and 2018, our net change in allowance for doubtful accounts was $(9.9) million and $5.1 million, respectively.

For our financial assets, the fair value approximates the carrying amount, given the nature of the financial assets and the maturity of the expected cash flows.

Trade Receivables

Credit risk is defined as an unexpected loss in cash and earnings if the client is unable to pay its obligations in due time. We perform internal ongoing credit risk evaluations of our clients. When a possible risk exposure is identified, we require prepayments.

As of December 31, 2019 and 2018, no customer accounted for 10% or more of trade receivables.

Financial liabilities

	Year Ended December 31,
	2018		2019
	(in thousands)
Trade payables	$	425,376	$	390,277
Other taxes	55,592		50,099
Employee - related payables	65,878		74,781
Other current liabilities	47,115		35,886
Financial liabilities	3,508		4,405
Total	$	597,469	$	555,448

The fair value of financial liabilities approximates the carrying amount, given the nature of the financial liabilities and the maturity of the expected cash flows.

F-24

Fair Value Measurements

We measure the fair value of our cash equivalents, which include interest bearing deposits, as level 2 measurements because they are valued using observable market data.

Financial assets or liabilities include derivative financial instruments used to manage our exposure to the risk of exchange rate fluctuations. These instruments are considered level 2 financial instruments as they are measured using valuation techniques based on observable market data.

Derivative Financial Instruments

Derivatives consist of foreign currency forward contracts that we use to hedge intercompany transactions and other monetary assets or liabilities denominated in currencies other than the local currency of a subsidiary. We recognize gains and losses on these contracts in financial income (expense), and their position on the balance sheet is based on their fair value at the end of each respective period. These instruments are considered level 2 financial instruments as they are measured using valuation techniques based on observable market data.

	Year Ended December 31,
	2018		2019
	(in thousands)
Derivative Assets:
Included in other current assets	$	1,703	$	—
Derivative Liabilities:
Included in financial liabilities - current portion	$	—	$	1,284

The fair value of derivative financial instruments approximates the carrying amount, given the nature of the derivative financial instruments and the maturity of the expected cash flows.

F-25

Note 4. Cash and Cash Equivalents

The following table presents for each reported period, the breakdown of cash and cash equivalents:

 

	Year Ended December 31,
	2018		2019
	(in thousands)
Cash equivalent	$	125,442	$	189,119
Cash on hand	238,984		229,644
Total Cash and cash equivalents	$	364,426	$	418,763

Investments in interest–bearing bank deposits which met ASC 230 - Statement of Cash flows criteria: short-term, highly liquid investments, for which the risks of changes in value are considered to be insignificant. Interest-bearing bank deposits are considered level 2 financial instruments as they are measured using valuation techniques based on observable market data. For our cash and cash equivalents, the fair value approximates the carrying amount, given the nature of the cash and cash equivalents and the maturity of the expected cash flows.

F-26

Note 5. Trade Receivables

The following table shows the breakdown in trade receivables net book value for the presented periods:

	Year Ended December 31,
	2018			2019
	(in thousands)
Trade accounts receivables	$	499,819		$	497,800
(Less) Allowance for doubtful accounts	(25,918		)	(16,068		)
Net book value at end of period	$	473,901		$	481,732

Changes in allowance for doubtful accounts are summarized below:

	Year Ended December 31,
	2017			2018			2019
				(in thousands)
Balance at beginning of period	$	(11,598	)	$	(20,818	)	$	(25,918	)
Provision for doubtful accounts	(13,315		)	(17,656		)	(11,072		)
Reversal of provision	4,821			11,956			20,811
Change in consolidation scope	—			(150		)	—
Currency translation adjustment	(726		)	750			111
Balance at end of period	$	(20,818	)	$	(25,918	)	$	(16,068	)

We maintain an allowance for doubtful accounts which reflects our best estimate of potentially uncollectable trade receivables. The allowance is based on both specific and general reserves.

The amount charged to allowance for doubtful accounts decreased compared to the previous year due to a consistent application of the Company credit policy. The reversal of provision increased during the period mainly due to payments received and increased write-offs of long outstanding receivables already reserved for which it is certain we will not collect. The Company mitigates its credit risk with respect to accounts receivables by performing credit evaluations and monitoring agencies and advertisers' accounts receivables balances.

F-27

Note 6. Other Current Assets

The following table shows the breakdown in other current assets net book value for the presented periods:

 

	Year Ended December 31,
	2018		2019
	(in thousands)
Prepayments to suppliers	$	4,056	$	5,109
Other debtors	4,762		4,225
Prepaid expenses	12,295		7,891
Derivative financial instruments	1,703		—
Gross book value at end of period	22,816		17,225
Net book value at end of period	$	22,816	$	17,225

Prepaid expenses mainly consist of office rental advance payments.

Derivative financial instruments include foreign currency swaps or forward purchases or sales contracts used to manage our exposure to the risk of exchange rate fluctuations. These instruments are considered level 2 financial instruments as they are measured using valuation techniques based on observable market data.

F-28

Note 7. Property, Plant and Equipment

Changes in net book value during the presented periods are summarized below:

	Fixtures and fittings			Furniture and equipment			Construction in Progress			Total
	(in thousands)
Net book value at January 1, 2018	$	22,265		$	110,351		$	29,122		$	161,738
Additions to tangible assets	1,075			27,741			76,733			105,549
Disposal of tangible assets net of accumulated depreciation	(19		)	(176		)	(30		)	(225		)
Depreciation expense	(6,025		)	(72,162		)	—			(78,187		)
Change in consolidation scope	26			103			—			129
Currency translation adjustment	(340		)	(3,957		)	(694		)	(4,991		)
Transfer into service	1,902			82,901			(84,803		)	—
Net book value at December 31, 2018	18,884			144,801			20,328			184,013
Gross book value at end of period	36,458			366,299			20,328			423,085
Accumulated depreciation at end of period	(17,574		)	(221,498		)	—			(239,072		)
Net book value at January 1, 2019	18,884			144,801			20,328			184,013
Additions to tangible assets	466			23,117			46,959			70,542
Disposal of tangible assets net of accumulated depreciation	(999		)	(904		)	(12		)	(1,915		)
Depreciation expense	(6,377		)	(50,222		)	—			(56,599		)
Change in consolidation scope	—			3			—			3
Currency translation adjustment	(43		)	(1,660		)	(180		)	(1,883		)
Transfer into service	892			61,895			(62,787		)	—
Net book value at December 31, 2019	$	12,823		$	177,030		$	4,308		$	194,161
Gross book value at end of period	35,456			412,915			4,308			452,679
Accumulated depreciation at end of period	(22,633		)	(235,885		)	—			(258,518		)

The increase in property plant and equipment (gross book value and accumulated depreciation) mainly includes purchases of server equipment in the French, American and Japanese subsidiaries where the Company’s data center equipment is located.

F-29

Note 8. Intangible assets

Changes in net book value during the presented periods are summarized below:

	Software			Technology and customer relationships			Construction in Progress			Total
	(in thousands)
Net book value at January 1, 2018	$	13,153		$	78,601		$	4,469		$	96,223
Additions to intangible assets	—			—			11,436			11,436
Disposal of intangible assets	—			—			(19		)	(19		)
Amortization and impairment expense	(9,490		)	(15,824		)	—			(25,314		)
Change in consolidation scope	—			31,192			18			31,210
Currency translation adjustment	(615		)	(652		)	(233		)	(1,500		)
Transfer into service	10,218			—			(10,218		)	—
Net book value at December 31, 2018	13,266			93,317			5,453			112,036
Gross book value at end of period	42,161			144,734			5,453			192,348
Accumulated amortization and impairment at end of period	(28,895		)	(51,417		)	—			(80,312		)
Net book value at January 1, 2019	13,266			93,317			5,453			112,036
Additions to intangible assets	2,627			—			9,548			12,175
Disposal of intangible assets	—			—			—			—
Amortization and impairment expense	(8,982		)	(27,906		)	—			(36,888		)
Change in consolidation scope	111			—			—			111
Currency translation adjustment	(232		)	(207		)	(109		)	(548		)
Transfer into service	12,325			—			(12,325		)	—
Net book value at December 31, 2019	$	19,115		$	65,204		$	2,567		$	86,886
Gross book value at end of period	56,501			144,226			2,567			203,294
Accumulated amortization and impairment at end of period	(37,386		)	(79,022		)	—			(116,408		)

Additions to software mainly consist of capitalization of internally developed internal-use software and IT licenses.

Additions to technology and customer relationships in 2018 relate to the valuation of identified intangibles in the context of the business combinations with Storetail Marketing SAS ("Storetail") and Manage.com.("Manage"). Amortization on technology and customer relationships relates to HookLogic, Storetail and Manage intangibles resulting from each of the three business combinations respectively. In 2019 we accounted for in "Amortization and depreciation expense" to a change in useful life of Manage technology based on the early decommissioning of the Manage platform ($2.2 million) and an impairment loss of Manage customers relationships ($4.6 million) driven by lower business performance compared to expectations at the time of the acquisition, largely due to high client concentration and a volatile business environment. The Manage customer relationships were written down to their estimated fair value, calculated under the discounted cash flows model.

The average life of software is 3 years. The average life of technology and customer relationships, consisting of identified intangible assets arising from HookLogic and Storetail business combinations, is between 3 and 9 years.

F-30

As of December 31, 2019, expected amortization expense for intangible assets for the next five years and thereafter is as follows (in thousands):

	Software		Technology and customer relationships		Total
2020	$	9,189	$	15,456	$	24,645
2021	6,791		11,450		18,241
2022	4,141		11,450		15,591
2023	1,205		10,282		11,487
2024	357		8,700		9,057
Thereafter	—		7,865		7,865
Total	$	21,683	$	65,203	$	86,886

Note 9. Goodwill

	Goodwill
	(in thousands)
Balance at January 1, 2018	$	236,826
Additions to goodwill	77,905
Currency translation adjustment	(1,850		)
Balance at December 31, 2018	312,881
Additions to goodwill	5,277
Currency translation adjustment	(1,058		)
Balance at December 31, 2019	$	317,100

Additions to goodwill in 2019 were due to two business combinations considered as not material to our consolidated financial statements.

Additions to goodwill in 2018 were due to two business combinations with Manage.com Inc. and Storetail Marketing Services SAS. The total consideration paid was $60.0 million for the acquisition of Manage financed by available cash resources. The total consideration paid for the acquisition of Storetail was $47.8 million (€41.3 million) composed as follows : $43.7 million (€37.7 million) financed by available cash resources at the acquisition date and $4.1 million (€3.6 million) as deferred consideration, due at the end of a 2 year period. These transactions have been accounted for as a business combination under the acquisition method of accounting. A valuation of the fair value of Manage's and Storetail's assets acquired and liabilities assumed have been performed as of December 31, 2018. As regards Manage, a technology and customer relationships assets of $9.8 million and $7.3 million, respectively, and related deferred tax liability of $4.4 million have been identified resulting in a goodwill of $45.0 million, after working capital adjustments ($0.6 million). As regards Storetail, a technology and related marketing solution of $14.2 million (€12.2 million) and related deferred tax liability of $4.1 million (€3.6 million) have been identified resulting in a goodwill of $32.3 million (€27.8 million). In addition, acquisition costs amounting to $1.7 million were fully expensed as incurred.

In addition, on the basis of our impairment assessment as of December 31, no impairment has been detected.

F-31

Note 10. Non-Current Financial Assets

Non-current financial assets are mainly composed of (i) an interest-bearing bank deposit amounting to $6.3 million, which is pledged to the benefit of a bank in order to secure the first-demand bank guarantee in connection with our headquarters premises, and (ii) guarantee deposits for office rentals in France, Spain, the United Kingdom, the United States, Japan and Singapore.

Note 11. Contingencies

Changes in provisions during the presented periods are summarized below:

	Provision for employee- related litigation			Other provisions			Total
	(in thousands)
Balance at January 1, 2018	$	545		$	1,253		$	1,798
Charges	325			1,868			2,193
Provision used	(180		)	(220		)	(400		)
Provision released not used	(404		)	(456		)	(860		)
Currency translation adjustments	(42		)	(49		)	(91		)
Balance at January 1, 2019	$	244		$	2,396		$	2,640
Charges	461			3,797			4,258
Provision used	(82		)	—			(82		)
Provision released not used	—			(402		)	(402		)
Currency translation adjustments	(3		)	(26		)	(29		)
Balance at December 31, 2019	$	620		$	5,765		$	6,385
- of which current	$	620		$	5,765		$	6,385

The amount of the provisions represent management’s best estimate of the future outflow. The increase of Other provisions during the Twelve Months ended December 31, 2019 relates mainly to provision for operating taxes.

F-32

Note 12. Financial Liabilities

We are party to several loan agreements and revolving credit facilities, or RCF, with third-party financial institutions. Our loans and RCF agreements are presented in the table below:

	Nominal/ Authorized amounts  (RCF Only)		Amount drawn as of December 31, 2019 (RCF only)	Amount Outstanding as of December 31, 2019
Nature	(in thousands)					Interest rate		Settlement date
BPI Loan - February 2014	NA		NA	$	1,011	Fixed: 2.09%		May 2021
Other BPI Loans	NA		NA	$	901	—	%	2023 and after
Other Loans	NA		NA	$	166	—	%	2024
Bank Syndicate RCF - September 2015	€	350,000	$—	$—		Floating rate: EURIBOR / LIBOR + margin depending on leverage ratio		March 2022

In September 2015, Criteo entered into a 5 year revolving credit facility for general corporate purposes, including acquisitions, for a maximum amount of €250 million ($280.9 million), with a bank syndicate composed of Natixis (coordinator and documentation agent), Le Credit Lyonnais (LCL) (facility agent), HSBC France, Société Générale Corporate & Investment Banking and BNP Paribas (each acting individually as bookrunners and mandated lead arrangers). In 2017, this agreement was amended by, among other things, increasing the amount of facility from €250.0 million ($280.9 million) to €350.0 million ($393.2 million) and extending the term of the contract from 2020 to 2022. This multi-currency revolving credit facility bears interest rate at Euribor or the relevant Libor plus a margin to be adjusted on the basis of the leverage ratio.

Besides this RCF agreement, Criteo is part of many credit lines it entered into or maintained following acquisitions. Criteo specifically has agreements with Bpifrance Financement (French Public Investment Bank) for a total amount outstanding as of December 31, 2019 of €1.7 million ($1.9 million).

All of these loans and revolving credit facilities are unsecured and contain customary events of default but do not contain any affirmative, financial or negative covenants, with the exception of the September 2015 revolving credit facility which contains covenants, including compliance with a total net debt to adjusted EBITDA ratio and restrictions on the incurrence of additional indebtedness. At December 31, 2019, we were in compliance with the required leverage ratio.

The following table shows the maturity of our financial liabilities:

			Maturity
	Carrying value		2020		2021		2022		2023		2024		2025
	(in thousands)
Borrowings	$	2,116	$	1,480	$	428	$	100	$	62	$	33	$	13
Other financial liabilities	1,005		572		433		—		—		—		—
Financial derivatives	1,284		1,284		—		—		—		—		—
Financial liabilities	4,405		3,336		861		100		62		33		13

F-33

Note 13. Leases

On January 1, 2019, we adopted Accounting Standards Update No. 2016-02, Leases (Topic 842) which requires companies to recognize operating and financing lease liabilities and corresponding right-of-use assets on the balance sheet.

We have adopted Topic 842 effective January 1, 2019 on a modified retrospective basis and elected not to restate comparative periods. We chose to use certain practical expedients offered by the standard including:

• We did not reassess whether any expired or existing contracts are or contain leases, the lease classification for any expired or existing leases, or the initial direct costs for any existing leases.

• We do not recognize a lease liability or right of use asset for leases with a term of 12 months or less, and

• We used hindsight in determining the lease term.

We lease space under non-cancellable operating leases for our offices as well as our data centers. The company had no finance leases. Our office leases typically include free rent periods or rent escalation periods, and may also include leasehold improvement incentives. Leases for data centers may also include free rent periods or rent escalation periods. These leases typically do not include residual value guarantees. Both office and data center leases may contain both lease components (rent) and non-lease components (maintenance, electrical costs, and other service charges). Non-lease components are accounted for separately.

Both office and data center leases typically contain options to renew, and/or early terminate. We have evaluated management's expectations for these options as of December 31, 2019. Options have been included in the lease term if management has determined it is reasonably certain it will be exercised.

Operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate at lease commencement to determine the present value of future payments. We have a centralized treasury function, and the majority of our leases are negotiated and signed by representatives of Criteo SA. As such, the incremental borrowing rate of Criteo SA is used for all of our contracts. It is then adjusted in consideration of the currency of the lease and the lease term as of the lease commencement date.

Lease expense is recognized for minimum lease payments on a straight-line basis over the lease term. Variable costs are expensed in the period incurred. Variable expenses include changes in indexation. Leases for data centers may have variable costs based on electrical usage.

The components of lease expense are as follows:

	Three Months Ended									Twelve Months Ended
	December 31, 2019
	Offices			Data Centers			Total			Offices			Data Centers		Total
Lease expense	$	11,833		$	7,169		$	19,002		$	38,910		$	24,596	$	63,506
Short term lease expense	352			253			605			2,296			1,826		4,122
Variable lease expense	141			(958		)	(817		)	599			—		599
Sublease income	(378		)	—			(378		)	(2,916		)	—		(2,916		)
Total operating lease expense	$	11,948		$	6,464		$	18,412		$	38,889		$	26,422	$	65,311

F-34

Included in lease expense, are impairment related costs for the three months and the twelve months ended December 31, 2019, respectively, classified as Research and Development expenses $(0.7) million, Sales and Operations expenses $(6.4) million and General and Administrative expenses$(1.8) million. The impairment charge was recognized as a result of the Company's facilities right sizing program (Note 2).

As of December 31, 2019, we had future minimum lease payments as follows:

	December 31, 2019
	Offices			Data Centers			Total
	(in thousands)
2020	$	30,490		$	18,860		$	49,350
2021	28,845			12,550			41,395
2022	28,045			8,619			36,664
2023	18,614			2,198			20,812
2024	9,436			—			9,436
Thereafter	14,285			—			14,285
Total minimum lease payments	129,715			42,227			171,942
Impact of Discount Rate	(7,484		)	(617		)	(8,101		)
Total Lease Liability	$	122,231		$	41,610		$	163,841

The weighted average remaining lease term and discount rates as of December 31, 2019 are as follows:

	December 31, 2019
Weighted average remaining lease term (years)
Offices	4.52
Data Centers	2.52
Weighted average discount rate
Offices	2.47	%
Data Centers	1.85	%

Supplemental cash flow information related to our operating leases is as follows for the period December 31, 2019:

	Twelve Months Ended
	December 31, 2019
	(in thousands)
Cash paid for amounts included in the measurement of lease liabilities
Cash flow for operating activities	$	(54,259	)
Right of use assets obtained in exchange for new operating lease liabilities	$	15,714

As of December, 2019, we have additional operating leases, primarily for offices, that have not yet commenced which will result in additional operating lease liabilities and right of use assets of approximately $11.8 million. These operating leases will commence in 2020.

F-35

For periods prior to January 1, 2019, we accounted for our lease commitments in accordance with ASC 840. We recognized rent expense for leases on a straight-line basis over the life of the lease. For the three months ended December 31, 2018, we recognized expense for office leases of $9.3 million and data centers costs of $15.9 million. For the twelve months ended December 31, 2018 we recognized expense for office leases of $37.9 million and data center costs of $54.8 million. The rent expense recognized in prior periods included amounts which are now considered non-lease components such as maintenance services and electricity charges.

Note 14. Other Current Liabilities

Other current liabilities are presented in the following table:

 

	Year Ended December 31,
	2018		2019
	(in thousands)
Clients' prepayments	$	10,328	$	13,618
Credit notes	13,183		16,420
Accounts payable relating to capital expenditures	21,454		4,408
Other creditors	1,527		1,213
Deferred revenue	623		227
Total	$	47,115	$	35,886

The changes in "accounts payable relating to capital expenditures" relate to significant data centers equipment and leasehold improvements acquisitions in 2018 paid during the year.

F-36

Note 15. Employee Benefits

Defined Benefit Plans

According to the French law and the Syntec Collective Agreement, French employees are entitled to compensation paid on retirement.

The following table summarizes the changes in the projected benefit obligation:

	Year Ended December 31,
	2017		2018			2019
	(in thousands)
Projected benefit obligation present value - beginning of period	$	3,221	$	5,149		$	5,537
Service cost	1,231		1,690			1,556
Interest cost	66		86			113
Actuarial losses (gains)	103		(1,235		)	1,374
Change in consolidation scope	—		98			—
Currency translation adjustment	528		(251		)	(95		)
Projected benefit obligation present value - end of period	$	5,149	$	5,537		$	8,485

The Company does not hold any plan assets for any of the periods presented.

The main assumptions used for the purposes of the actuarial valuations are listed below:

	Year Ended December 31,
	2017	2018	2019
Discount rate (Corp AA)	1.7%	2.1%	1.1%
Expected rate of salary increase	5.0%	5.0%	5.0%
Expected rate of social charges	49.0% - 50.0%	49.0% - 50.0%	49.0% - 50.0%
Expected staff turnover	0 - 10.5%	0 - 10.5%	0 - 10.5%
Estimated retirement age	Progressive table	Progressive table	Progressive table
Life table	TH-TF 2000-2002 shifted	TH-TF 2000-2002 shifted	TH-TF 2000-2002 shifted

Defined Contribution Plans

The total expense represents contributions payable to these plans by us at specified rates.

In some countries, the Group’s employees are eligible for pension payments and similar financial benefits. The Group provides these benefits via defined contribution plans. Under defined contribution plans, the Group has no obligation other than to pay the agreed contributions, with the corresponding expense charged to income for the year. The main contributions concern France, the United States, for 401k plans, and the United Kingdom.

	Year Ended December 31,
	2017			2018			2019
	(in thousands)
Defined contributions plans included in personnel expenses	$	(14,345	)	$	(16,912	)	$	(15,686	)

F-37

Note 16. Common shares

Change in Number of Shares

	Number of ordinary shares
Balance at January 1, 2018	66,085,097
Issuance of shares under share option and free share plans (1)	1,466,247
Balance at December 31, 2018 before Storetail deferred consideration and Share repurchase program	67,551,344
Storetail deferred consideration	156,859
Balance at December 31, 2018 after Storetail deferred consideration and before Share repurchase program	67,708,203
Share repurchase program	(3,459,119	)
Balance at December 31, 2018	64,249,084
Issuance of shares under share option and free share plans (2)	83,266
Treasury shares retired (3)	(1,594,288	)
Balance at December 31, 2019 after Storetail deferred consideration and before Share repurchase program	66,197,181
Share repurchase program (see Note 2) (3)	(444,554	)
Balance at December 31, 2019	62,293,508

⁽¹⁾ Adopted by the Board of Directors on March 1, 2018, March 16, 2018, April 25, 2018, June 26, 2018, July 26, 2018,, October 25, 2018 and December 12, 2018.

⁽²⁾ Adopted by the Board of Directors on March 1, 2019, April 25, 2019, June 25, 2019, July 25, 2019, October 24, 2019 and December 11, 2019.

⁽³⁾ On February 8th, 2019, the Board acknowledged the share capital decrease resulting from the cancellation of 1,594,288 shares and approved the related amendment of Article 6 of the Company’s by-laws reflecting such decrease.

F-38

Note 17. Revenue

Adoption of ASC Topic 606, “Revenue from contracts with customers”

On January 1, 2018, we adopted Topic 606 using the modified retrospective method. The new standard had no significant impact on our Consolidated Financial Statements.

Revenue Recognition

We sell personalized display advertisements featuring product-level recommendations either directly to clients or to advertising agencies. Historically, the Criteo model has focused solely on converting our clients' website visitors into customers, enabling us to charge our clients only when users engage with an ad we deliver, usually by clicking on it. More recently, we have expanded our solutions to address a broader range of marketing goals for our clients.

We offer two families of solutions to our commerce and brand clients:

• Criteo Marketing Solutions allow commerce companies to address multiple marketing goals by engaging their consumers with personalized ads across the web, mobile and offline store environments.

• Criteo Retail Media solutions allow retailers to generate advertising revenues from consumer brands, and/or to drive sales for themselves, by monetizing their data and audiences through personalized ads, either on their own digital property or on the open Internet, that address multiple marketing goals.

In conjunction with expanding our solutions, we have also started expanding our pricing models to now include a combination of cost-per-install and cost-per-impression for selected new solutions, in addition to cost-per-click.

We recognize revenues when we transfer control of promised services directly to our clients or to advertising agencies, which we collectively refer to as our clients, in an amount that reflects the consideration to which we expect to be entitled to in exchange for those services.

For campaigns priced on a cost-per-click and cost-per-install basis, we bill our clients when a user clicks on an advertisement we deliver or installs an application by clicking on an advertisement we delivered, respectively. For these pricing models, we recognize revenue when a user clicks on an advertisement or installs an application.     

For campaigns priced on a cost-per-impression basis, we bill our clients based on the number of times an advertisement is displayed to a user. For this pricing model, we recognize revenue when an advertisement is displayed.

We act as principal in our arrangements because (i) we control the advertising inventory (spaces on websites) before it is transferred to our clients; (ii) we bear sole responsibility for fulfillment of the advertising promise and inventory risks and (iii) we have full discretion in establishing prices. Therefore, based on these factors, we report revenue earned and the related costs incurred on a gross basis.

F-39

Disaggregation of revenue

 The following tables disclose our consolidated revenue for each geographical area for each of the reported periods. Revenue by geographical area is based on the location of advertisers’ campaigns.

 

	Americas		EMEA		Asia-Pacific		Total
	(in thousands)
December 31, 2017	$	990,424	$	808,961	$	497,307	$	2,296,692
December 31, 2018	954,073		839,825		506,416		2,300,314
December 31, 2019	$	952,154	$	806,197	$	503,165	$	2,261,516

Excluding our historical solution for driving Conversion through Criteo Marketing Solution (formerly called Criteo Dynamic Retargeting), no individual solution accounted for more than 10% of total consolidated revenue for the periods presented.

Customer Credit Notes

We offer credit notes to certain customers as a form of incentive, which are accounted for as variable consideration. We estimate these amounts based on the expected amount to be provided to customers and they are recognized as a reduction of revenue. We believe that there will not be significant changes to our estimates of variable consideration.

Deferred Revenues

We record deferred revenues when cash payments are received or due in advance of our performance. Our payment terms vary depending on the service or the type of customer. For certain customers, we require payment before the services are delivered.

Practical Expedients     

We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.

We generally expense sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within sales and operating expenses.

F-40

Note 18. Nature of Expenses Allocated by Function

Nature of Expenses Allocated to Cost of Revenue

	Year Ended December 31,
	2017			2018			2019
	(in thousands)
Traffic acquisition costs	$	(1,355,556	)	$	(1,334,334	)	$	(1,314,947	)
Other cost of revenue	(121,641		)	(131,744		)	(117,533		)
Hosting costs	(57,895		)	(54,764		)	(57,139		)
Depreciation and amortization	(54,219		)	(67,346		)	(44,866		)
Data acquisition	(269		)	(282		)	(2,410		)
Other cost of sales	(9,258		)	(9,352		)	(13,118		)
Total cost of revenue	$	(1,477,197	)	$	(1,466,078	)	$	(1,432,480	)

Nature of Expenses Allocated to Research and Development

	Year Ended December 31,
	2017			2018			2019
	(in thousands)
Personnel expenses	$	(125,662	)	$	(130,696	)	$	(116,803	)
Personnel expense excluding equity awards compensation expense and research tax credit	(110,939		)	(120,024		)	(123,696		)
Equity awards compensation expense	(21,012		)	(21,359		)	(9,320		)
Research tax credit	6,289			10,687			16,213
Other cash operating expenses	(34,073		)	(37,119		)	(37,820		)
Subcontracting and other headcount related costs	(19,437		)	(15,129		)	(16,343		)
Rent and facilities costs	(11,466		)	(14,201		)	(14,009		)
Consulting and professional fees	(2,680		)	(3,320		)	(4,416		)
Marketing costs	(909		)	(4,976		)	(3,818		)
Other	419			507			766
Other non-cash operating expenses	(14,190		)	(11,448		)	(17,968		)
Depreciation and amortization	(13,420		)	(10,602		)	(17,208		)
Net change in other provisions	(770		)	(846		)	(760		)
Total research and development expenses	$	(173,925	)	$	(179,263	)	$	(172,591	)

F-41

Nature of Expenses Allocated to Sales and Operations

	Year Ended December 31,
	2017			2018			2019
	(in thousands)
Personnel expenses	$	(245,481	)	$	(244,256	)	$	(243,733	)
Personnel expense excluding equity awards compensation expense	(214,750		)	(215,615		)	(226,849		)
Equity awards compensation expense	(30,731		)	(28,641		)	(16,884		)
Other cash operating expenses	(105,714		)	(104,960		)	(109,268		)
Subcontracting and other headcount related costs	(29,053		)	(25,706		)	(24,655		)
Rent and facilities costs	(32,952		)	(32,398		)	(32,353		)
Marketing costs	(20,650		)	(17,864		)	(20,804		)
Consulting and professional fees	(5,605		)	(5,330		)	(6,988		)
Operating taxes	(14,120		)	(11,788		)	(6,197		)
Other including bad debt expense	(3,334		)	(11,874		)	(18,271		)
Other non-cash operating expenses	(29,454		)	(23,491		)	(22,476		)
Depreciation and amortization	(19,844		)	(18,245		)	(30,620		)
Net change in provisions for doubtful receivables	(8,493		)	(5,453		)	9,740
Net change in other provisions	(1,117		)	207			(1,596		)
Total sales and operations expenses	$	(380,649	)	$	(372,707	)	$	(375,477	)

Nature of Expenses Allocated to General and Administrative

	Year Ended December 31,
	2017			2018			2019
	(in thousands)
Personnel expenses	$	(74,420	)	$	(76,476	)	$	(75,815	)
Personnel expense excluding equity awards compensation expense	(54,551		)	(59,876		)	(61,020		)
Equity awards compensation expense	(19,869		)	(16,600		)	(14,795		)
Other cash operating expenses	(46,271		)	(48,687		)	(52,057		)
Subcontracting and other headcount related costs	(15,583		)	(16,638		)	(14,781		)
Rent and facilities costs	(9,846		)	(11,081		)	(11,951		)
Marketing costs	(806		)	(1,061		)	(3,130		)
Consulting and professional fees	(16,693		)	(18,163		)	(19,329		)
Other	(3,343		)	(1,744		)	(2,866		)
Other non-cash operating expenses	(6,386		)	(9,996		)	(11,882		)
Depreciation and amortization	(5,738		)	(7,306		)	(8,825		)
Net change in other provisions	(648		)	(2,690		)	(3,057		)
Total general and administrative expenses	$	(127,077	)	$	(135,159	)	$	(139,754	)

F-42

Restructuring

Restructuring of our China Operations

In May 2017, the Company announced it would no longer continue to serve the domestic market in China and would refocus its China operations entirely on the export business. As such, we have recorded $3.3 million in restructuring charges for the twelve months ended December 31, 2017, as follows:

	Twelve Months Ended
	December 31, 2017
	(in thousands)
Severance costs	$	802
Facility Exit Costs	2,265
Other	232
Total restructuring costs	$	3,299

For the twelve months ended December 31, 2017, $2.5 million was included in Other Cost of Revenue, $0.7 million in Sales and Operations expenses, and $0.1 million was included in General and Administrative expenses.

The following table summarizes restructuring activities as of December 31, 2017 included in other current liabilities on the balance sheet:

	Restructuring Liability
	(in thousands)
Restructuring liability - January 1, 2017	$	—
Restructuring charges	3,299
Amounts paid	(2,855		)
Other	(12		)
Restructuring liability - December 31, 2017	$	432

No additional charges related to restructuring were recorded in the twelve months ended December 31, 2018, and the remaining $0.4 million was paid during the period resulting in the extinguishment of the restructuring liability as of December 31, 2018.

F-43

Discontinuation of Criteo Predictive Search

On October 31, 2017, we announced that we decided to discontinue the product Criteo Predictive Search. As such, we have recorded $4.1 million in restructuring charges for the twelve months ended December 31, 2017. In 2018, we recognized a gain of $0.1 million. This gain was due to a reduction of share-based compensation expenses due to forfeitures which was partially offset by additional charges for facilities and employee severance agreements.

	Twelve Months Ended
	December 31, 2017		December 31, 2018
	(in thousands)
Severance costs	$	2,602	$	127
Facility Exit Costs	—		297
Other	1,455		(477		)
Total restructuring costs	$	4,057	$	(53	)

For the twelve months ended December 31, 2017, $2.9 million was included in Research and Development expenses and $1.1 million in Sales and Operations expenses. Other costs include the write-off of acquisition related intangible assets of $2.2 million slightly offset by a reduction of share based compensation expenses of $0.7 million due to forfeitures.

For the twelve months ended December 31, 2018, $0.2 million was included in Sales and Operations expenses and $(0.3) million in Research and Development expenses. Other costs relate to a reduction of share-based compensation expenses of $(0.5) million due to forfeitures.

The following table summarizes restructuring activities as of December 31, 2018 included in other current liabilities on the balance sheet:

	Restructuring Liability
	2017			2018
	(in thousands)
Restructuring liability - January 1	$	—		$	2,351
Restructuring charges	4,057			(53		)
Amounts paid	(251		)	(2,271		)
Other	(1,455		)	477
Restructuring liability - December 31	$	2,351		$	504

No additional charges related to restructuring were recorded in the twelve months ended December 31, 2019, and the remaining $0.5 million was paid during the period resulting in the extinguishment of the restructuring liability as of December 31, 2019.

F-44

Note 19. Allocation of Personnel Expenses

Allocation of Personnel Expenses By Function

	Year Ended December 31,
	2017			2018			2019
	(in thousands)
Research and development expenses	$	(125,662	)	$	(130,696	)	$	(116,803	)
Sales and operations expenses	(245,481		)	(244,256		)	(243,733		)
General and administrative expenses	(74,420		)	(76,476		)	(75,815		)
Total personnel expenses	$	(445,563	)	$	(451,428	)	$	(436,351	)

Allocation of Personnel Expenses by Nature

	Year Ended December 31,
	2017			2018			2019
	(in thousands)
Wages and salaries	$	(284,015	)	$	(296,336	)	$	(306,862	)
Severance pay	(7,915		)	(6,922		)	(12,504		)
Social charges	(70,130		)	(77,284		)	(76,594		)
Other social expenses	(17,178		)	(14,375		)	(15,513		)
Equity awards compensation expense	(71,612		)	(66,600		)	(40,999		)
Profit sharing	(1,002		)	(598		)	(92		)
Research tax credit (classified as a reduction of R&D expenses)	6,289			10,687			16,213
Total personnel expenses	$	(445,563	)	$	(451,428	)	$	(436,351	)

    

F-45

Note 20. Share-Based Compensation

Share Options Plans and Employee Warrants Grants (BSPCE)

The Board of Directors has been authorized by the general meeting of the shareholders to grant employee warrants (Bons de Souscription de Parts de Créateur d’Entreprise or “BSPCE”) and to implement share options, free shares plans as follows:

• Issuance of 2,112,000 BSPCE, authorized at the General Meeting of Shareholders on October 24, 2008, making available up to 2,112,000 BSPCE until April 24, 2010 (“Plan 1”);

• Issuance of 1,472,800 BSPCE, authorized at the General Meeting of Shareholders on April 16, 2009, making available up to 1,472,800 BSPCE until October 16, 2010 (“Plan 2”);

• 1,584,000 Share Options, authorized at the General Meeting of Shareholders on September 9, 2009, making available up to 1,584,000 share options until November 8, 2012. This Plan has been amended at the General Meeting of Shareholders on November 16, 2010, making available up to 2,700,000 share options or BSPCE (“Plan 3”);

• Issuance of 361,118 BSPCE, granted to Criteo co-founders at the General Meeting of Shareholders on April 23, 2010 (“Plan 4”);

• 2,800,000 BSPCE or Share Options (Options de Souscription d'Actions or “OSA”), authorized at the General Meeting of Shareholders on November 18, 2011, making available up to 2,800,000 share options or BSPCE (“Plan 5”);

• 1,654,290 BSPCE or Share Options, authorized at the General Meeting of Shareholders on September 14, 2012, making available up to 1,654,290 share options or BSPCE (“Plan 6”).

• 6,627,237 BSPCE or Share Options, authorized at the General Meeting of Shareholders on August 2, 2013, making available up to 6,627,237 share options or BSPCE (“Plan 7”).

• 9,935,710 Share Options, authorized at the General Meeting of Shareholders on June 18, 2014, making available up to 9,935,710 share options (“Plan 8”). The Board of Directors has also authorized free shares/restricted stock units ("RSUs") to Criteo employees under presence condition and to certain senior managers, employees and members of the Management, subject to the achievement of internal performance objectives and presence condition.

• 4,600,000 Share Options or RSUs, authorized at the General Meeting of Shareholders on June 29, 2016 and 100,000 BSAs (any BSA granted will also be deducted from the 4,600,000 limit), such authorizations collectively referred to as “Plan 9”. The Board of Directors has authorized RSUs to Criteo employees subject to a presence condition and to certain senior managers, employees and members of management, subject to the achievement of internal performance objectives and a presence condition.

• 4,600,000 Share Options or RSUs, authorized at the General Meeting of Shareholders on June 28, 2017 and 120,000 BSAs (any BSA granted will also be deducted from the 4,600,000 limit), such authorizations collectively referred to as “Plan 10”. The Board of Directors has authorized RSUs to Criteo employees subject to a presence condition and to certain senior managers, employees and members of management, subject to the achievement of internal performance objectives and a presence condition.

• 4,200,000 Share Options or RSUs, authorized at the General Meeting of Shareholders on June 27, 2018 and 150,000 BSAs (any BSA granted will also be deducted from the limit), such authorizations collectively referred to as “Plan 11”. The Board of Directors has authorized RSUs to Criteo employees subject to a presence condition and to certain senior managers, employees and members of management, subject to the achievement of internal performance objectives and a presence condition.

• 6,200,000 Share Options or RSUs, authorized at the General Meeting of Shareholders on May 16, 2019 and 175,000 BSAs (any BSA granted will also be deducted from the limit), such authorizations collectively referred to as “Plan 12”. The Board of Directors has authorized RSUs to Criteo employees subject to a presence condition and to members of management, subject to the achievement of internal performance objectives and a presence condition.

F-46

Upon the exercise of the BSPCEs or Share Options, we grant beneficiaries newly issued ordinary shares of the Parent. We also grant beneficiaries ordinary shares of the Parent upon the vesting of RSUs. Prior to the beginning of our share repurchase programs described elsewhere in this Form 10-K, these grants relating to vested RSUs were completed using newly issued ordinary shares. Since the initiation of our share repurchase programs, the grants relating to vested RSUs are completed using existing ordinary shares that were repurchased as part of our share repurchase programs.

The vesting schedule for the BSPCEs and OSAs is the following for the Plans 1, 2 and 3:

• up to one third (1/3) of the BSPCEs on the first anniversary of the date of grant;

• up to one twelfth (1/12) at the expiration of each quarter following the first anniversary of the date of grant, and this during twenty-four (24) months thereafter.

• The BSPCEs and OSAs may be exercised at the latest within ten (10) years from the date of grant.

For the Plan 3 amended to Plan 12, the vesting schedule is as follows:

• up to one fourth (1/4) of the BSPCEs/share options on the first anniversary of the date of grant;

• up to one-sixteenth (1/16) at the expiration of each quarter following the first anniversary of the date of grant, and this during thirty-six (36) months thereafter.

• The BSPCEs and OSAs may be exercised at the latest within ten (10) years from the date of grant.

The vesting schedule for the RSUs is as follows:

• 50% at the expiration of a two year period

• 6.25% at the expiration of each quarter following the first two years-period during twenty four (24) months.

When the Company was not listed, exercise prices were determined by reference to the latest capital increase as of the date of grant, unless the Board of Directors decided otherwise. Since our initial public offering, exercise prices are determined by reference to the closing share price the day before the date of the grant if higher than a floor value of 95% of the average of the closing share price for the last 20 trading days.

In the following tables, exercise prices, grant date share fair values and fair value per equity instruments are provided in euros, as the Company is incorporated in France and the euro is the currency used for the grants.

F-47

Details of BSPCE / OSA / RSU plans

	Plans 1 & 2	Plan 3	Plan 5	Plan 6	Plan 6	Plan 7	Plan 8		Plan 9		Plan 10		Plan 11		Plan 12
Dates of grant (Boards of Directors)	Oct 24, 2008 - Sept 14, 2010	Sept 9, 2009 - Sept 21, 2011	Nov 18, 2011 - May 22, 2012	Oct 25, 2012	Oct 25, 2012 - April 18, 2013	Sept 3, 2013 - April 23, 2014	July 30, 2014 - June 28, 2016		July 28, 2016 - June 27, 2017		July 27, 2017 - June 26, 2018		July 26, 2018 - June 25, 2019		July 25, 2019 - December 11, 2019
Vesting period	3 years	3 - 4 years	4 years	1 year	4-5 years	4 years	4 years	4 years	4 years	4 years	4 years	4 years	4 years	4 years	4 years	4 years
Contractual life	10 years	10 years	10 years	10 years	10 years	10 years	10 years	—	10 years	—	10 years	—	10 years	—	10 years	—
Expected option life	8 years	8 years	8 years	8 years	8 years	6 - 8 years	6 years	—	6 years	—	6 years	—	6 years	—	6 years	—
Number of instruments granted	1,819,120	4,289,940	1,184,747	257,688	1,065,520	2,317,374	4,318,551	2,534,262	502,410	2,556,315	947,565	2,150,498	128,380	2,712,014	375,467	1,907,653
Type : Share Option (S.O.) / BSPCE / RSU	BSPCE	BSCPCE & OSA	BSCPCE & OSA	BSPCE	BSCPCE & OSA	BSCPCE & OSA	OSA	RSU	OSA	RSU	OSA	RSU	OSA	RSU	OSA	RSU
Share entitlement per option	1	1	1	1	1	1	1	1	1	1	1	1	1	1	1	1
Exercise price	€0.45 - €2.10	€0.20 - €5.95	€5.95	€8.28	€8.28 - €10.43	€12.08 - €38.81	€22.95 - €47.47	—	€38.20 - €43.45	—	€24.63 - €28.69	—	€15.86 - €17.98	€15.86 - €30.80	€15.67	€15.67 - €17.44
Valuation method	Black & Scholes
Grant date share fair value	€0.20 - €0.70	€0.20 - €4.98	€4.98	€6.43	€5.45 - €6.43	€12.08 - €38.81	€22.50 - €47.47	€35.18 - €35.58	€38.20 - €43.45	€33.98 - €49.08	€24.63 - €28.69	€22.92 - €44.37	€15.86 - €17.98	€15.86 - €30.80	€15.67	€15.67 - €17.44
Expected volatility (1)	53.0% - 55.7%	55.2% - 57.8%	52.1% - 52.9%	50.2%	49.6% - 50.2%	44.2% - 50.1%	39.4% - 44.5%	—	40.6% - 41.3%	—	41.0% - 41.5%	—	40.7% - 41.2%	—	39.2%	—
Discount rate (2)	2.74% - 4.10%	2.62% - 3.76%	2.79% - 3.53%	2.2%	1.80% - 2.27%	1.20% - 2.40%	0.00% - 0.71%	N/A	N/A	N/A	0.6% - 0.7%	N/A	0.1% - 0.9%	N/A	—%	N/A
Performance conditions	No	Yes (A)	No	Yes (B)	No	No	No	Yes (C)	No	Yes (D) (E)	No	No	No	Yes (F)	No	Yes (G)
Fair value per option / RSU	€0.08 - €0.45	€0.08 - €2.88	€2.75 - €2.85	€3.28	€3.28 - €5.83	€6.85 - €16.90	€9.47 - €17.97	€26.16 - €37.10	€14.49 - €16.82	€33.98 - €49.08	€9.85 - €11.40	€22.92 - €44.37	€6.15 - €6.94	€15.86 - €30.80	€5.78	€15.67-€17.44

⁽¹⁾  Based on similar listed entities.

⁽²⁾  Based on Obligation Assimilables du Trésor, i.e. French government bonds with a ten-year maturity (“TEC 10 OAT floating-rate bonds”).

^(A)  Options subject to performance condition: Among the 960,000 share options granted in April 7, 2011, 180,000 are subjected to performance conditions based on revenue excluding traffic acquisition costs targets that were met in 2012.

^(B) On October 25, 2012, the Board of Directors of the Parent also granted a total of 257,688 BSPCE to our co-founders. The conditions of exercise of these BSPCE are linked to a future liquidity event or a transfer of control of the Company, and the number of BSPCE that can be exercised are determined by the event’s date which cannot occur after March 31, 2014. Based on the assumptions known as at December 31, 2012, we determined that the share-based compensation expense would be recognized over a one-year period. This assumption was confirmed in 2013.

^(C) On October 29, 2015, the Board of Directors of the Parent also granted a total of 337,960 RSU to Criteo employees under condition of presence and to certain senior managers, employees and members of the management, subject to the achievement of internal performance objectives and condition of presence. Based on the assumptions known at December 31, 2015, we determined the share-based compensation expense by applying a probability ratio on performance objectives completion. This assumption was confirmed in 2016. On January 29, 2016, the Board of Directors of the Parent granted a total of 33,010 RSUs to members of the management, subject to the achievement of internal performance objectives and condition of presence. Based on the assumptions known at December 31, 2016, we determined the share-based compensation expense by applying a probability ratio on performance objectives completion. This assumption was confirmed in 2016.

^(D) On July 28, 2016, the Board of Directors of the Parent granted a total of 195,250 RSUs to certain senior managers and members of the management, subject to the achievement of internal performance objectives and condition of presence. Based on the assumptions known at December 31, 2016, we determined the share-based compensation expense by applying a probability ratio on performance objectives completion. This assumption was confirmed in 2017.

^(E) On June 27, 2017, the Board of Directors of the Parent granted a total of 135,500 RSUs to certain senior managers and members of the management, subject to the achievement of internal performance objectives and condition of presence. Based on the assumptions known at December 31, 2017, we determined the share-based compensation expense by applying a probability ratio on performance objectives completion. This assumption was confirmed in 2018.

^(F) On July 26, 2018, the Board of Directors of the Parent granted a total of 203,332 RSUs to certain senior managers and members of the management, subject to the achievement of internal performance objectives and condition of presence. Based on the assumptions known at December 31, 2018, we determined the share-based compensation expense by applying a probability ratio on performance objectives completion.

^(G) On April 25, 2019, the Board of Directors of the Parent granted a total of 257,291 RSUs to members of the management, subject to the achievement of internal performance objectives and condition of presence. Based on the assumptions known at December 31, 2019, we determined the share-based compensation expense by applying a probability ratio on performance objectives completion.

F-48

Change in Number of outstanding BSPCE / OSA / RSU

	OSAs		RSUs		Total
Balance at January 1, 2017	4,960,092		3,243,279		8,203,371
Granted	355,010		1,891,702		2,246,712
Exercised (BSPCE and OSA)	(1,668,838	)	—		(1,668,838	)
Vested (RSU)	—		(379,135	)	(379,135	)
Forfeited	(453,556	)	(543,338	)	(996,894	)
Expired	—		—		—
Balance at December 31, 2017	3,192,708		4,212,508		7,405,216
Granted	1,013,065		3,133,644		4,146,709
Exercised (BSPCE and OSA)	(137,348	)	—		(137,348	)
Vested (RSU)	—		(1,362,873	)	(1,362,873	)
Forfeited	(880,960	)	(1,203,142	)	(2,084,102	)
Expired	—		—		—
Balance at December 31, 2018	3,187,465		4,780,137		7,967,602
Granted	438,347		3,147,751		3,586,098
Exercised (BSPCE and OSA)	(83,266	)	—		(83,266	)
Vested (RSU)	—		(1,219,112	)	(1,219,112	)
Forfeited	(983,012	)	(1,729,789	)	(2,712,801	)
Expired	—		—		—
Balance at December 31, 2019	2,559,534		4,978,987		7,538,521

F-49

Breakdown of the Closing Balance

	Plans   1 & 2		Plan 3		Plan 5		Plan 6		Plan 7		Plan 8		Plan 9		Plan 10		Plan 11		Plan 12		RSUs		Total
Balance at December 31, 2017
Number outstanding	15,020		89,921		251,306		70,803		372,590		1,929,403		463,665		—		—		—		4,212,508		7,405,216
Weighted-average exercise price	€	0.87	€	4.03	€	5.95	€	9.65	€	17.70	€	32.07	€	42.04	€	—	€	—	€	—	€	—	€	28.33
Number exercisable	15,020		89,921		251,306		70,803		359,702		1,145,511		38,867		—		—		—		—		1,971,130
Weighted-average exercise price	€	0.87	€	4.03	€	5.95	€	9.65	€	17.31	€	30.88	€	38.20	€	—	€	—	€	—	€	—	€	23.16
Weighted-average remaining contractual life	1.6 years		3.4 years		4.3 years		5.1 years		5.8 years		7.2 years		9.2 years		—		—		—		—		6.9 years
Balance at December 31, 2018
Number outstanding	3,600		67,751		242,613		41,338		306,172		1,599,033		328,726		532,732		65,500		—		4,780,137		7,967,602
Weighted-average exercise price	€	0.70	€	4.43	€	5.95	€	9.26	€	17.95	€	30.99	€	41.75	€	25.79	€	18.72	€	—	€	—	€	26.94
Number exercisable	3,600		67,751		242,613		41,338		306,172		1,417,904		161,658		—		—		—		—		2,241,036
Weighted-average exercise price	€	0.70	€	4.43	€	5.95	€	9.26	€	17.95	€	30.04	€	41.37	€	—	€	—	€	—	€	—	€	25.39
Weighted-average remaining contractual life	1.2 years		2.4 years		3.3 years		4.0 years		4.9 years		6.2 years		8.2 years		9.3 years		9.8 years		—		—		6.7 years
Balance at December 31, 2019
Number outstanding	3,600		63,544		230,673		26,350		216,157		1,080,017		116,580		318,766		128,380		375,467		4,978,987		7,538,521
Weighted-average exercise price	€	0.70	€	4.37	€	5.95	€	9.28	€	17.70	€	29.69	€	41.50	€	26.58	€	17.32	€	15.67	€	—	€	23.09
Number exercisable	3,600		63,544		230,673		26,350		216,157		1,066,670		80,966		129,908		16,375		—		—		1,834,243
Weighted-average exercise price	€	0.70	€	4.37	€	5.95	€	9.28	€	17.70	€	29.58	€	41.17	€	26.42	€	—	—		€	—	€	24.12
Weighted-average remaining contractual life	0.2 years		1.4 years		2.3 years		3.0 years		3.9 years		5.1 years		7.1 years		8.3 years		9.1 years		9.9 years		—		6.2 years

F-50

Non-Employee Warrants (Bons de Souscription d’Actions or BSA)

In addition to the RSUs, share options and BSPCE grants, the shareholders of the Parent also authorized the grant of non-employee warrants or Bons de Souscription d’Actions (“BSA”), as indicated below:

• Plan A : up to one-eighth (1/8) at the expiration of each quarter following the date of grant, and this during twenty-four (24) months; and at the latest within ten (10) years as from the date of grant.

• Plan B : up to one third (1/3) of the non-employee warrants on the first anniversary of the date of grant; then up to one twelfth (1/12) at the expiration of each quarter following the first anniversary of the beginning of the vesting period, and this during twenty-four (24) months thereafter; and at the latest within ten (10) years as from the date of grant.

• Plan C : up to one-twenty fourth (1/24) at the expiration of each month following the date of grant, and this during twenty-four (24) months, and at the latest within ten (10) years as from the date of grant.

• Plan D (member of the advisory board) : up to one-twenty fourth (1/24) at the expiration of each month following the date of grant, and this during twenty-four (24) months; and at the latest within ten (10) years as from the date of grant.

• Plan D (not member of the advisory board): one-third (1/3) at the date of grant; one third (1/3) at the first anniversary of the date of grant; one third (1/3) at the second anniversary of the date of grant; and at the latest within ten (10) years as from the date of grant.

• Plans E, F, G, H and I: up to one fourth (1/4) of the non-employee warrants on the first anniversary of the date of grant; up to one-sixteenth (1/16) at the expiration of each quarter following the first anniversary of the date of grant, and this during thirty-six (36) months thereafter; and at the latest within ten (10) years from the date of grant.

Upon exercise of the non-employee warrants, we offer settlement of the warrants in newly issued ordinary shares of the Parent.

F-51

Details of Non-Employee Warrants

	Plan A		Plan B		Plan C	Plan D	Plan E		Plan F	Plan G	Plan H			Plan I
Dates of grant (Boards of Directors)	November 17, 2009		March 11, 2010		November 16, 2010 - September 21, 2011	October 25, 2012 - March 6, 2013	March 19, 2015 - October 29, 2015		April 20, 2016 - March 1, 2017	July 27, 2017 - October 26, 2017	October 25, 2018			October 24, 2019
Vesting period	2 years		3 years		2 years	2 years	1 - 4 years		1 - 4 years	1 - 4 years	1 - 4 years			1 - 4 years
Contractual life	10 years		10 years		10 years	10 years	10 years		10 years	10 years	10 years			10 years
Number of warrants granted	231,792		277,200		192,000	125,784	38,070		59,480	46,465	125,000			105,680
Share entitlement per warrant	1		1		1	1	1		1	1	1			1
Share warrant price	€0.02		€0.07 - €0.11		€0.04 - €0.30	€0.43 - €0.48	€9.98 - €16.82		€13.89 - €17.44	€13.88 - €17.55	€	6.91		€	6.81
Exercise price	€0.70		€0.70		€0.70 - €5.95	€8.28 - €9.65	€35.18 - €41.02		€33.98 - €43.42	€35.80 - €44.37	€	19.71		€	17.44
Valuation method	Binomial method
Grant date share fair value	€0.20		€0.70		€0.70 - €4.98	€6.43 - €9.65	€35.18 - €41.02		€33.98 - €44.33	€35.80 - €44.37	€	19.71		€	17.44
Expected volatility (1)	55.7	%	55.2	%	53.5% - 55.0%	50.0% - 50.2%	39.9	%	40.6% - 40.9%	41.0% - 41.3%	40.7		%	37.2		%
Discount rate (2)	3.58	%	3.44	%	2.62% - 3.38%	2.13% - 2.27%	0% - 0.52%		0.10% - 0.66%	0.54% - 0.60%	0.6		%	(0.2		)%
Performance conditions	No		Yes (A)		No	No	No		No	No	No			No
Fair value per warrant	€0.05		€0.33 - €0.38		€0.40 - €2.58	€2.85 - €4.98	€9.98 - €16.82		€13.89 - €14.55	€13.88 - €17.55	€	6.91		€	6.81

⁽¹⁾  Based on similar listed entities.

⁽²⁾ Based on Obligations Assimilables du Trésor, i.e. French government bonds with a ten-year maturity (“TEC 10 OAT floating-rate bonds”).

(A) All the performance conditions were achieved during the period ended December 31, 2010.

F-52

Changes in Number of Non-Employee Warrants

Balance at January 1, 2017	188,125
Granted	57,290
Exercised	(59,139	)
Forfeited
Balance at December 31, 2017	186,276
Granted	125,000
Exercised	—
Forfeited	(19,606	)
Balance at December 31, 2018	291,670
Granted	105,680
Exercised	—
Forfeited	(33,583	)
Balance at December 31, 2019	363,767

Breakdown of the Closing Balance

	Non-employee warrants
Balance at December 31, 2017
Number outstanding	186,276
Weighted-average exercise price	€	23.93
Number exercisable	86,385
Weighted-average exercise price	€	15.86
Weighted-average remaining contractual life	7.6 years
Balance at December 31, 2018
Number outstanding	291,670
Weighted-average exercise price	€	13.02
Number exercisable	108,780
Weighted-average exercise price	€	18.95
Weighted-average remaining contractual life	7.9 years
Balance at December 31, 2019
Number outstanding	363,767
Weighted-average exercise price	€	14.83
Number exercisable	156,604
Weighted-average exercise price	€	17.52
Weighted-average remaining contractual life	7.6 years

F-53

Reconciliation with the Consolidated Statements of Income

	Balance for the year ended December 31, 2017												Balance for the year ended December 31, 2018												Balance for the year ended December 31, 2019
	(in thousands)
	R&D			S&O			G&A			Total			R&D			S&O			G&A			Total			R&D			S&O			G&A			Total
RSUs	(19,377		)	(30,753		)	(13,295		)	(63,425		)	(20,499		)	(27,025		)	(12,179		)	(59,703		)	(9,742		)	(17,282		)	(11,109		)	(38,133		)
Share options / BSPCE	(1,635		)	22			(4,870		)	(6,483		)	(860		)	(1,616		)	(2,938		)	(5,414		)	422			398			(2,300		)	(1,480		)
Plan 5	—			—			—			—			—			—			—			—			—			—			—			—
Plan 6	(7		)	1			(15		)	(21		)	—			—			—			—			—			—			—			—
Plan 7	(52		)	224			(35		)	137			(2		)	(1		)	(1		)	(4		)	—			—			—			—
Plan 8	(1,085		)	186			(2,883		)	(3,782		)	169			(553		)	(493		)	(877		)	131			90			(187		)	34
Plan 9	(491		)	(389		)	(1,937		)	(2,817		)	(495		)	(461		)	(902		)	(1,858		)	202			258			(314		)	146
Plan 10	—			—			—			—			(532		)	(601		)	(1,485		)	(2,618		)	89			178			(1,454		)	(1,187		)
Plan 11	—			—			—			—			—			—			(57		)	(57		)	—			(128		)	(269		)	(397		)
Plan 12	—			—			—			—			—			—			—			—			—			—			(76		)	(76		)
Total share-based compensation	(21,012		)	(30,731		)	(18,165		)	(69,908		)	(21,359		)	(28,641		)	(15,117		)	(65,117		)	(9,320		)	(16,884		)	(13,409		)	(39,613		)
BSAs	—			—			(1,704		)	(1,704		)	—			—			(1,483		)	(1,483		)							(1,386		)	(1,386		)
Total equity awards compensation expense	$	(21,012	)	$	(30,731	)	$	(19,869	)	$	(71,612	)	$	(21,359	)	$	(28,641	)	$	(16,600	)	$	(66,600	)	$	(9,320	)	$	(16,884	)	$	(14,795	)	$	(40,999	)

F-54

Note 21. Financial Income and Expenses

The Consolidated Statements of Income line item “Financial income (expense)” can be broken down as follows:

	Year Ended December 31,
	2017			2018			2019
	(in thousands)
Financial income from cash equivalents	$	883		$	1,055		$	1,528
Interest and fees	(2,856		)	(2,107		)	(2,383		)
Interest on debt	(2,459		)	(1,796		)	(1,756		)
Fees	(397		)	(311		)	(627		)
Foreign exchange (loss) gain	(7,495		)	(3,945		)	(4,425		)
Other financial expense	(66		)	(87		)	(469		)
Total financial income (expense)	$	(9,534	)	$	(5,084	)	$	(5,749	)

The $5.7 million financial expense for the period ended December 31, 2019 was mainly driven by the non-utilization costs and upfront fees amortization incurred as part of our available RCF financing and the recognition of a negative impact of foreign exchange reevaluations net of related hedging. At December 31, 2019, our exposure to foreign currency risk was centralized at Criteo S.A. and hedged using foreign currency swaps or forward purchases or sales of foreign currencies.

The $5.1 million financial expense for the period ended December 31, 2018 was mainly driven by the non-utilization costs and upfront fees amortization incurred as part of our available RCF financing. The intra-group position between Criteo S.A. and its U.S subsidiary in the context of the funding of the Hooklogic acquisition is qualified as a net investment in a foreign operation from February 2018 and no longer requires hedging, resulting in reduced costs compared to the same period ended December 31, 2018.

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Note 22. Income Taxes

Breakdown of Income Taxes

The Consolidated Statements of Income line item “Provision for income taxes” can be broken down as follows:

	Year Ended December 31,
	2017			2018			2019
	(in thousands)
Current income tax	$	(44,920	)	$	(54,301	)	$	(24,078	)
France	(29,193		)	(37,223		)	(8,410		)
International	(15,727		)	(17,078		)	(15,668		)
Net change in deferred taxes	13,269			8,157			(15,418		)
France	(1,080		)	11,155			(14,109		)
International	14,349			(2,998		)	(1,309		)
Provision for income tax	$	(31,651	)	$	(46,144	)	$	(39,496	)

As mentioned in Note 1 (Principles and Accounting Methods), the French Research Tax Credit is not included in the line item “Provision for income taxes” but is deducted from “Research and development expenses” (see Note 19 - Allocation of Personnel Expenses) unlike the U.S. Research Tax Credit for an amount of $4.6 million, $6.4 million and $5.3 million and for the year ended December 31, 2017, 2018 and 2019, respectively. French business tax, CVAE, is included in the current tax balance for an amount of $5.5 million, $5.9 million and $5.5 million, for the years ended December 31, 2017, 2018 and 2019, respectively.

Income before taxes included income from France of $150.7 million, $130.7 million and $122.7 million for the periods ended December 31, 2017, 2018 and 2019 respectively. Income before taxes from countries outside of France totaled $(22.4) million, $11.3 million and $12.8 million for the periods ended December 31, 2017, 2018 and 2019, respectively.

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Reconciliation between the Effective and Nominal Tax Expense

The following table shows the reconciliation between the effective and nominal tax expense at the nominal standard French rate of 34.43% (excluding additional contributions):

	Year Ended December 31,
	2017			2018			2019
	(in thousands)
Income before taxes	$	128,310		$	142,023		$	135,465
Theoretical group tax-rates	34.43		%	34.43		%	34.43		%
Nominal tax expense	(44,177		)	(48,899		)	(46,641		)
Increase / decrease in tax expense arising from:
Research tax credit (1)	6,829			10,211			10,851
Net effect of shared-based compensation (2)	(605		)	(17,674		)	(13,432		)
BEAT waiver election (3)	—			—			(15,962		)
Other permanent differences (4)	(5,717		)	(11,982		)	(7,667		)
Non recognition of deferred tax assets related to tax losses and temporary differences (5)	(14,356		)	(11,664		)	(2,713		)
Utilization or recognition of previously unrecognized tax losses (6)	4,888			4,461			20,636
French CVAE included in income taxes	(2,867		)	(3,849		)	(3,632		)
Special tax deductions (7)	29,410			38,577			15,946
Effect of different tax rates	(6,667		)	(377		)	5,441
Other differences	1,611			(4,948		)	(2,323		)
Effective tax expense	$	(31,651	)	$	(46,144	)	$	(39,496	)
Effective tax rate	24.7		%	32.5		%	29.2		%

Increases and decreases in tax expense are presented applying the theoretical Group tax rate to the concerned tax bases. The impact resulting from the differences between local tax rates and the Group theoretical rate is shown in the “effect of different tax rates.”

⁽¹⁾  Included income tax effect of the French RTC deducted from the "Research and development expenses" and US Tax credits included in the line "Provision for income taxes".

⁽²⁾  While in most countries share-based compensation does not give rise to any tax effect either when granted or when exercised, the United States and the United Kingdom generally permit tax deductions in respect of share-based compensation. The tax deduction generated in the United States and United Kingdom in connection with the number of options exercised during the period was offset by the share-based compensation accounting expense exclusion.

⁽³⁾  Final and new proposed regulations on the Base Erosion Anti-abuse Tax (BEAT) have been issued by the United States Treasury and IRS, allowing a waiver election to permanently forgo deductions for all U.S. federal tax purposes, with the result that the foregone deductions will not be treated as a base erosion tax benefit.

⁽⁴⁾  Mainly related to employee costs, depreciation expenses and intercompany transactions.

⁽⁵⁾   Deferred tax assets on which a valuation allowance has been recognized over the periods mainly relate to Criteo Ltd, Criteo Corp, Criteo France, Criteo Singapore Pte. Ltd, Criteo do Brasil LTDA and Criteo Pty.

⁽⁶⁾  In 2019 recognition of previously unrecognized tax losses related to Criteo Corp., mainly generated by the BEAT waiver election implementation .

⁽⁷⁾  Special tax deductions refer to the application of a reduced income tax rate on the majority of the technology royalties income invoiced by the Parent to its subsidiaries.

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Deferred Tax Assets and Liabilities

The following table shows the changes in the major sources of deferred tax assets and liabilities:

(in thousands)	Year ended December 31, 2017			Change recognized in profit or loss			Change recognized in OCI			Change in consolidation scope			Other			Currency translation adjustments			Year ended December 31, 2018
Deferred tax assets:
Net operating loss carryforwards	$	37,272		$	18,715		$	—		$	1,697		$	(820	)	$	(1,506	)	$	55,358
Intangibles	(21,662		)	5,215			—			(9,150		)	—			252			(25,345		)
Stock compensation	15,400			(960		)	—			(40		)	—			—			14,400
Bad debt allowance	3,089			840			—			—			—			(50		)	3,879
Personnel-related accruals	6,507			944			—			—			—			(134		)	7,317
Other accruals	4,914			(588		)	—			—			(44		)	(381		)	3,901
Projected benefit obligation	1,774			612			(425		)	34			(2		)	(86		)	1,907
Financial instruments	(1,776		)	1,145			—			—			(1		)	46			(586		)
Other	12,273			(7,694		)	—			(14		)	882			32			5,479
Valuation allowance	(35,067		)	(10,072		)	107			562			(13		)	1,297			(43,186		)
Net Deferred Income Taxes	22,724			8,157			(318		)	(6,911		)	2			(530		)	23,124

On December 22, 2017, the 2017 Tax Cuts and Jobs Act was enacted into law and the new legislation contains several key tax provisions that affected us, including a reduction of the federal income tax rate to 21% effective January 1, 2018. As a result of the reduction in the U.S. corporate income tax rate, our U.S. deferred taxes at December 31, 2017, were revalued and recognizes the effect of the tax law changes in the period of enactment.

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(in thousands)	Year ended December 31, 2018			Change recognized in profit or loss			Change recognized in OCI			Change in consolidation scope			Other		Currency translation adjustments			Year ended December 31, 2019
Deferred tax assets:
Net operating loss carryforwards	$	55,358		$	(27,680	)	$	—		$	(330	)	$	—	$	(371	)	$	26,977
Intangibles	(25,345		)	7,214			—			—			—		91			(18,040		)
Stock compensation	14,400			(3,515		)	—			—			—		—			10,885
Bad debt allowance	3,879			(1,871		)	—			—			—		(19		)	1,989
Personnel-related accruals	7,317			219			—			—			—		(24		)	7,512
Other accruals	3,901			290			—			—			—		(74		)	4,117
Projected benefit obligation	1,907			575			473			—			—		(32		)	2,923
Financial instruments	(586		)	1,014			—			—			—		15			443
Other	5,479			(9,472		)	—			—			11,105		84			7,196
Valuation allowance	(43,186		)	17,808			(310		)	330			—		69			(25,289		)
Net Deferred Income Taxes	23,124			(15,418		)	163			—			11,105		(261		)	18,713

Amounts recognized in our Consolidated Financial Statements are calculated at the level of each subsidiary within our Consolidated Financial Statements. As at December 31, 2017, 2018 and 2019, the valuation allowance against net deferred income taxes amounted to $35.1 million, $43.2 million and $25.3 million, which related mainly to Criteo Corp. ($14.7 million, $18.6 million and $12.8 million, respectively), Criteo do Brasil ($0.0 million, $3.6 million and $3.2 million, respectively), Criteo Ltd ($6.3 million, $7.2 million and $7.5 million, respectively), Criteo China ($6.5 million, $3.5 million and $3.3 million, respectively) and Criteo France ($2.9 million, $3.9 million and $(7.7) million, respectively).

Other changes in 2019 mainly relate to the transfer from current tax asset to deferred tax assets of the U.S. research tax credit receivable ("Other").

In accordance with ASC 740 - Income taxes, no uncertain tax positions were identified as of December 31, 2019.

The Company has various net operating loss carryforwards in the U.S. and China for $9.1 million and $3.2 million, respectively, which begin to expire in 2030 and 2021, respectively. The Company has net operating loss carryforwards in the United Kingdom of $6.9 million which have no expiration date.

Current tax assets and liabilities

The total amount of current tax assets mainly consists of prepayments of incomes taxes and credits of Criteo SA, Criteo Gmbh and Criteo Nordics. The current tax liabilities mainly refer to the corporate tax payables of Criteo K.K and Criteo Korea.

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Ongoing tax audits

As a multinational corporation, we are subject to regular review and audit by U.S. federal and state, and foreign tax authorities. Significant uncertainties exist with respect to the amount of our tax liabilities, including those arising from potential challenges with certain positions we have taken. Any unfavorable outcome of such a review or audit could have an adverse impact on our tax rate.    

In September 27, 2017, we received a draft notice of proposed adjustment "NOPA" from the Internal Revenue Service ("IRS") audit of Criteo Corp. for the year ended December 31, 2014, confirmed by the definitive notice dated February 8, 2018. Although we disagree with the IRS's position and are currently contesting this issue, the ultimate resolution of this litigation is uncertain and, if resolved in a manner unfavorable to us, could result in an additional federal tax liability of an estimated maximum aggregate amount of approximately $15.0 million, excluding related fees, interest and penalties.

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Note 23. Earnings Per Share

Basic Earnings Per Share

We calculate basic earnings per share by dividing the net income for the period attributable to shareholders of the Parent by the weighted average number of shares outstanding.

	Year Ended December 31,
	2017		2018		2019
	(in thousands, except share data)
Net income attributable to shareholders of Criteo S.A.	$	91,214	$	88,644	$	90,745
Weighted average number of shares outstanding (note 16)	65,143,036		66,456,890		64,305,965
Basic earnings per share	$	1.40	$	1.33	$	1.41

Diluted Earnings Per Share

We calculate diluted earnings per share by dividing the net income attributable to shareholders of the Parent by the weighted average number of shares outstanding plus any potentially dilutive shares not yet issued from share-based compensation plans (see note 19). There were no other potentially dilutive instruments outstanding as of December 31, 2017, 2018 and 2019. Consequently all potential dilutive effects from shares are considered.

For each period presented, a contract to issue a certain number of shares (i.e. share option, share warrant, restricted share award or BSPCE contracts) is assessed as potentially dilutive, if it is “in the money” (i.e., the exercise or settlement price is inferior to the average market price).

	Year Ended December 31,
	2017		2018		2019
	(in thousands, except share data)
Net income attributable to shareholders of Criteo S.A.	$	91,214	$	88,644	$	90,745
Weighted average number of shares outstanding of Criteo S.A.	65,143,036		66,456,890		64,305,965
Dilutive effect of :
Restricted share awards	1,401,957		786,932		978,521
Share options and BSPCE	1,239,149		382,512		279,270
Share warrants	67,829		36,570		34,832
Weighted average number of shares outstanding used to determine diluted earnings per share	67,851,971		67,662,904		65,598,588
Diluted earnings per share	$	1.34	$	1.31	$	1.38

F-61

The weighted average number of securities that were anti-dilutive for diluted EPS for the periods presented but which could potentially dilute EPS in the future are as follows:

	Year Ended December 31,
	2017	2018	2019
Restricted share awards	758,859	1,464,145	1,120,439
Share options and BSPCE	272,146	40,573	142,380
Share warrants	—	—	—
Weighted average number of anti-dilutive securities excluded from diluted earnings per share	1,031,005	1,504,718	1,262,819

Note 24. Commitments and contingencies

Purchase Obligations

As of December 31, 2019, we had $6.8 million of other non-cancellable contractual obligations, primarily related to software licenses, maintenance and $1.0 million bandwidth for our servers.

Revolving Credit Facilities, Credit Lines Facilities and Bank Overdrafts

As mentioned in Note 12, we are party to one RCF with a syndicate of banks which allow us to draw up to €350.0 million ($393.2 million).

We are also party to short-term credit lines and overdraft facilities with HSBC plc, BNP Paribas and LCL. We are authorized to draw up to a maximum of €21.5 million ($24.2 million) in the aggregate under the short-term credit lines and overdraft facilities. As of December 31, 2019, we had not drawn on any of these facilities. Any loans or overdraft under these short-term facilities bear interest based on the one month EURIBOR rate or three month EURIBOR rate. As these facilities are exclusively short-term credit and overdraft facilities, our banks have the ability to terminate such facilities on short notice.

Contingencies

From time to time we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We are not presently a party to any legal proceedings that, if determined adversely to us, would individually or taken together have a material adverse effect on our business, results of operations, financial condition or cash flows. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

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Note 25. Related Parties

During its meeting on December 17, 2015, the Board of Directors decided to separate the functions of Chairman of the Board and Chief Executive Officer. Effective January 1, 2016, Jean-Baptiste Rudelle became Executive Chairman and Eric Eichmann was appointed Chief Executive Officer.

On March 1, 2017, Mollie Spilman, Chief Operating Officer, and Dan Teodosiu, Chief Technical Officer were appointed Executive Officers.

On April 25, 2018, the Board appointed Jean-Baptiste Rudelle, the Executive Chairman of Criteo S.A., as the Company's Chairman and Chief Executive Officer.

On June 19, 2018 Criteo S.A. entered into a transition and separation agreement with Mr. Eric Eichmann, the Company's former Chief Executive Officer, pursuant to which Mr. Eichmann's Management Agreement with the Company has been terminated, effective as of April 25, 2018 and Mr. Eichmann continued employment with the Company in a non-executive capacity as advisor to the Chief Executive Officer to assist with transition duties from April 25, 2018 to August 31, 2018.

On July 5, 2019, Mollie Spilman resigned as Chief Operating Officer.

On July 26, 2019, Dan Teodosiu resigned as Chief Technical Officer with effect from September 30, 2019, replaced by Diarmuid Gill.

On November 25, 2019 the Board appointed Megan Clarken as the Company's Chief Executive Officer, Jean-Baptiste Rudelle became Chairman and remains Chairman of the Board of directors.

The Executive Officers as of December 31, 2019 were:

• Jean-Baptiste Rudelle - Chairman

• Megan Clarken - Chief Executive Officer

• Benoit Fouilland - Chief Financial Officer

• Ryan Damon - General Counsel and Corporate Secretary

Total compensation for the Executive Officers, including social contributions, is summarized in the following table:

	Year Ended December 31,
	2017			2018			2019
	(in thousands)
Short-term benefits (1)	$	(3,345	)	$	(3,150	)	$	(3,830	)
Long-term benefits (2)	(130		)	(47		)	(44		)
Shared-based compensation	(11,802		)	(8,016		)	(4,605		)
Total	$	(15,277	)	$	(11,213	)	$	(8,479	)

⁽¹⁾ wages, bonuses and other compensations

⁽²⁾ pension defined benefit plan

For the year ended December 31, 2019, 2018 and 2017, there were no material related party transactions.

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Note 26. Breakdown of Revenue and Non-Current Assets by Geographical Areas

The Company operates in the following three geographical markets:

• Americas: North and South America;

• EMEA: Europe, Middle-East and Africa; and

• Asia-Pacific.

 The following tables disclose our consolidated revenue for each geographical area for each of the reported periods. Revenue by geographical area is based on the location of advertisers’ campaigns.

 

	Americas		EMEA		Asia-Pacific		Total
	(in thousands)
December 31, 2017	$	990,424	$	808,961	$	497,307	$	2,296,692
December 31, 2018	954,073		839,825		506,416		2,300,314
December 31, 2019	$	952,154	$	806,197	$	503,165	$	2,261,516

Revenue generated in France amounted to $149.6 million, $153.3 million and $144.3 million for the periods ended December 31, 2017, 2018 and 2019, respectively.

Revenue generated in other significant countries where we operate is presented in the following table:

	Year Ended December 31,
	2017		2018		2019
	(in thousands)
Americas
United States	$	869,004	$	848,378	$	861,099
EMEA
Germany	183,297		203,020		200,025
United Kingdom	115,226		97,849		88,928
Asia-Pacific
Japan	$	355,338	$	351,441	$	342,298

Other Information

For each reported period, non-current assets (corresponding to the net book value of tangible and intangible assets) are presented in the table below. The geographical information results from the locations of legal entities.

					Of which						Of which
	Holding		Americas		United States		EMEA		Asia-Pacific		Japan		Singapore		Total
(in thousands)
December 31, 2018	$	123,388	$	125,654	$	125,312	$	27,898	$	19,109	$	11,630	$	2,992	$	296,049
December 31, 2019	$	136,621	$	104,389	$	100,107	$	20,336	$	19,701	$	9,617	$	5,970	$	281,047

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Note 27. Subsequent Events

As of December 31, 2019, the Company conducted its annual goodwill impairment test, based on a qualitative and quantitative assessment. The test concluded that no impairment had occurred (Refer to “Goodwill” in Note 9). Since December 31, 2019, the price of the Company’s common stock has declined.

A sustained decrease in the price of the Company’s common stock is one of the qualitative factors to be considered as part of an impairment test when evaluating whether events or changes in circumstances may indicate that it is more likely than not that a potential goodwill impairment exists. The Company will continue monitoring the analysis of the qualitative and quantitative factors used as a basis for the goodwill impairment test during fiscal year 2020.

The Company evaluated all other subsequent events that occurred after December 31, 2019 through the date of issuance of the consolidated financial statements and determined there are no significant events that require adjustments or disclosure.

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EX-4.2

Exhibit 4.2

AGREEMENT TO FURNISH DEBT INSTRUMENTS

Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, Criteo S.A. (the “Company”) has not included as an exhibit to its Annual Report on Form 10-K any instrument relating to long-term debt if the total amount of debt authorized by such instrument does not exceed 10% of the total assets of the Company. The Company agrees to furnish a copy of any such instrument to the Securities and Exchange Commission upon request.

	CRITEO S.A.
By:	/s/ Megan Clarken
Name:	Megan Clarken
Title:	Chief Executive Officer
Date:	March 2, 2020

EX-4.3

Exhibit 4.3

DESCRIPTION OF SECURITIES

We have two classes of equity securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”):

1) American Depositary Shares, each representing one ordinary share, nominal value €0.025 per share (the “ADSs”); and

2) Ordinary Shares, nominal value €0.025 per share (the “Ordinary Shares”).

DESCRIPTION OF ADSs

American Depositary Shares

The Bank of New York Mellon, as depositary, registers and delivers American Depositary Shares, also referred to as ADSs. Each ADS represents one ordinary share (or a right to receive one ordinary share) deposited with the principal Paris office of BNP Paribas or any successor, as custodian for the depositary. Each ADS will also represent any other securities, cash or other property which may be held by the depositary in respect of the depositary facility. The depositary’s corporate trust office at which the ADSs are administered and the depositary’s principal executive office are located at 240 Greenwich Street, New York, New York, 10286.

Criteo shareholders may hold ADSs either (1) directly (a) by having an American Depositary Receipt, also referred to as an ADR, which is a certificate evidencing a specific number of ADSs, registered in the shareholder’s name, or (b) by having ADSs registered in the shareholder’s name in the Direct Registration System, or (2) indirectly by holding a security entitlement in ADSs through the shareholder’s broker or other financial institution. If the shareholder holds ADSs directly, the shareholder is a registered ADS holder, also referred to as an ADS holder. This description assumes the shareholder is an ADS holder. If a shareholder holds the ADSs indirectly, it must rely on the procedures of its broker or other financial institution to assert the rights of ADS holders described in this section. Shareholders should consult with their broker or financial institution to find out what those procedures are.

The Direct Registration System, or DRS, is a system administered by The Depository Trust Company, also referred to as DTC, pursuant to which the depositary may register the ownership of uncertificated ADSs, which ownership is confirmed by periodic statements sent by the depositary to the registered holders of uncertificated ADSs.

ADS holders are not treated as one of our shareholders and do not have shareholder rights. French law governs shareholder rights. The depositary is the holder of the ordinary shares underlying ADSs. Holders of ADSs have ADS holder rights. A deposit agreement among us, the depositary and ADS holders, and all other persons directly and indirectly holding ADSs, sets out ADS holder rights as well as the rights and obligations of the depositary. New York law governs the deposit agreement and the ADRs. In the event of any discrepancy between the ADRs and the deposit agreement, the deposit agreement governs.

The ADSs are registered with the SEC on Form F-6 (File no. 333-191715) and the form deposit agreement is filed as an exhibit to such registration statement.

The following is a summary of the material provisions of the deposit agreement. For more complete information, shareholders should read the entire deposit agreement and the form of ADR, which have been filed as exhibits to the Annual Report on Form 10-K of which this Exhibit is a part.

Dividends and Other Distributions

The depositary has agreed to pay ADS holders the cash dividends or other distributions it or the custodian receives on ordinary shares or other deposited securities, after deducting its fees and expenses. ADS holders will receive these distributions in proportion to the number of ordinary shares their ADSs represent.

Cash.    We do not expect to declare or pay any cash dividends or cash distributions on our ordinary shares for the foreseeable future. The depositary will convert any cash dividend or other cash distribution we pay on the ordinary shares or any net proceeds from the sale of any ordinary shares, rights, securities or other entitlements into U.S. dollars if it can do so on a reasonable basis and at the then prevailing market rate, and can transfer the U.S. dollars to the United States. If that is not possible and lawful or if any government approval is needed and cannot be obtained, the deposit agreement allows the depositary to distribute the foreign currency only to those ADS holders to whom it is possible to do so. It will hold the foreign currency it cannot convert for the account of the ADS holders who have not been paid. It will not invest the foreign currency and it will not be liable for any interest. Before making a distribution, any taxes or other governmental charges, together with fees and expenses of the depositary that must be paid, will be deducted. For additional information, please see our periodic reports and other filings with the SEC. It will distribute only whole U.S. dollars and cents and will round fractional cents to the nearest whole cent. If the exchange rates fluctuate during a time when the depositary cannot convert the foreign currency, ADS holders may lose some or all of the value of the distribution.

Ordinary Shares.    The depositary may distribute additional ADSs representing any ordinary shares we distribute as a dividend or free distribution to the extent reasonably practicable and permissible under law. The depositary will only distribute whole ADSs. It will try to sell ordinary shares which would require it to deliver a fractional ADS and distribute the net proceeds in the same way as it does with cash. If the depositary does not distribute additional ADSs, the outstanding ADSs will also represent the new ordinary shares. The depositary may sell a portion of the distributed ordinary shares sufficient to pay its fees and expenses in connection with that distribution.

Elective Distributions in Cash or Shares.    If we offer holders of our ordinary shares the option to receive dividends in either cash or shares, the depositary, after consultation with us, may make such elective distribution available to ADS holders. We must first instruct the depositary to make such elective distribution available to ADS holders. As a condition of making a distribution election available to ADS holders, the depositary may require satisfactory assurances from us that doing so would not require registration of any securities under the Securities Act. There can be no assurance that ADS holders will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of ordinary shares, or at all.

Rights to Purchase Additional Ordinary Shares.    If we offer holders of our securities any rights to subscribe for additional ordinary shares or any other rights, the depositary may make these rights available to ADS holders. If the depositary decides it is not legal and practical to make the rights available but that it is practical to sell the rights, the depositary will use reasonable efforts to sell the rights and distribute the proceeds in the same way as it does with cash. The depositary will allow rights that are not distributed or sold to lapse. In that case, ADS holders will receive no value for them.

If the depositary makes rights available to ADS holders, it will exercise the rights and purchase the ordinary shares on their behalf and in accordance with their instructions. The depositary will then deposit the ordinary shares and deliver ADSs to ADS holders. It will only exercise rights if an ADS holder pays it the exercise price and any other charges the rights require ADS holders to pay and comply with other applicable instructions.

U.S. securities laws may restrict transfers and cancellation of the ADSs representing ordinary shares purchased upon exercise of rights. For example, ADS holders may not be able to trade these ADSs freely in the United States. In this case, the depositary may deliver restricted depositary shares that have the same terms as the ADSs described in this section except for changes needed to put the necessary restrictions in place.

Other Distributions.    The depositary will send to ADS holders anything else we distribute on deposited securities by any means it determines is equitable and practicable. If it cannot make the distribution proportionally among the owners, the depositary may adopt another equitable and practical method. It may decide to sell what we distributed and distribute the net proceeds, in the same way as it does with cash. Or, it may decide to hold what we distributed, in which case ADSs will also represent the newly distributed property. However, the depositary is not required to distribute any securities (other than ADSs) to ADS holders unless it receives satisfactory evidence from us that it is legal to make that distribution. In addition, the depositary may sell a portion of the distributed securities or property sufficient to pay its fees and expenses in connection with that distribution.

Neither we nor the depositary are responsible for any failure to determine that it may be lawful or feasible to make a distribution available to any ADS holders. We have no obligation to register ADSs, ordinary shares, rights or other securities under the Securities Act. This means that ADS holders may not receive the distributions we make on our ordinary shares or any value for them if it is illegal or impractical for us to make them available to ADS holders.

Deposit, Withdrawal and Cancellation

How are ADSs issued?

The depositary will deliver ADSs if the holder or its broker deposits ordinary shares or evidence of rights to receive ordinary shares with the custodian. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or share transfer taxes or fees, and delivery of any required endorsements, certifications or other instruments of transfer required by the depositary, the depositary will register the appropriate number of ADSs in the names requested and will deliver the ADSs to or upon the order of the person or persons that made the deposit.

How can ADS holders withdraw the deposited securities?

ADS holders may surrender their ADSs at the depositary’s corporate trust office. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or share transfer taxes or fees, the depositary will deliver the ordinary shares and any other deposited securities underlying the ADSs to the ADS holder or a person designated by it at the office of the custodian or through a book-entry delivery. Alternatively, at the ADS holder’s request, risk and expense, the depositary will deliver the deposited securities at its corporate trust office, if feasible.

How can ADS holders interchange between certificated ADSs and uncertificated ADSs?

ADS holders may surrender their ADRs to the depositary for the purpose of exchanging their ADRs for uncertificated ADSs. The depositary will cancel the ADRs and will send the ADS holder a statement confirming that the ADS holder is the owner of uncertificated ADSs. Alternatively, upon receipt by the depositary of a proper instruction from a registered holder of uncertificated ADSs requesting the exchange of uncertificated ADSs for certificated ADSs, the depositary will execute and deliver to the ADS holder an ADR evidencing those ADSs.

Voting Rights

How do ADS holders vote?

ADS holders may instruct the depositary to vote the number of whole deposited ordinary shares their ADSs represent. The depositary will notify ADS holders of shareholders’ meetings or other solicitations of consents and arrange to deliver our voting materials to ADS holders if we ask it to. Those materials will describe the matters to be voted on and explain how ADS holders may instruct the depositary how to vote. For instructions to be valid, they must reach the depositary by a date set by the depositary.

The depositary will try, as far as practical, and subject to the laws of France and to our By-laws, to vote or to have its agents vote the ordinary shares or other deposited securities as instructed by ADS holders. If we requested the depositary to act at least 30 days prior to the meeting date and the depositary does not receive voting instructions from an ADS holder by the specified date, it will consider the ADS holder to have authorized and directed it to vote or cause to be voted the number of deposited securities represented by the ADS holder’s ADSs in favor of all resolutions set out in the notice of meeting that are endorsed by the Company’s board of directors and against all resolutions of that kind that are not so endorsed. The depositary will vote or cause to be voted the deposited securities in accordance with the above unless we notify the depositary that we do not wish the deposited securities to be so voted.

The depositary will only vote or attempt to vote as an ADS holder instructs or as described above.

We cannot assure ADS holders that they will receive the voting materials in time to ensure that they can instruct the depositary to vote their ordinary shares. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions provided that any such

failure is in good faith. This means that ADS holders may not be able to exercise their right to vote and there may be nothing they can do if their ordinary shares are not voted as they requested.

In order to give ADS holders a reasonable opportunity to instruct the depositary as to the exercise of voting rights relating to deposited securities, if we request the depositary to act, we will give the depositary notice of any such meeting and details concerning the matters to be voted upon at least 30 days in advance of the meeting date except where under French law the notice period for such meeting is less than 30 days. If we request that the depositary act less than 30 days in advance of a meeting date, the depositary shall use commercially reasonable efforts to distribute the information and otherwise comply with the voting provisions described above.

Except as described above, ADS holders will not be able to exercise their right to vote unless they withdraw the ordinary shares. However, ADS holders may not know about the shareholder meeting enough in advance to withdraw the ordinary shares.

Fees and Expenses

What fees and expenses are ADS holders responsible for paying?

Pursuant to the terms of the deposit agreement, the holders of ADSs are required to pay the following fees:

Persons depositing or withdrawing ordinary shares or ADSs must pay:	For:
$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)	Issue of ADSs, including issues resulting from a distribution of ordinary shares or rights or other property Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates
$0.05 (or less) per ADS	Any cash distribution to an ADS holder
A fee equivalent to the fee that would be payable if securities distributed to an ADS holder had been ordinary shares and the shares had been deposited for issue of ADSs	Distribution of securities distributed to holders of deposited securities which are distributed by the depositary to an ADS holder
$0.05 (or less) per ADS per calendar year, which fee will initially be set at $0.02 per ADS per calendar year but may be changed at any time	Depositary services
Registration or transfer fees	Transfer and registration of ordinary shares on our share register to or from the name of the depositary or its agent when an ADS holder deposits or withdraws shares
Expenses of the depositary	Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement) Converting foreign currency to U.S. dollars
Taxes and other governmental charges the depositary or the custodian have to pay on any ADS or share underlying an ADS, for example, share transfer taxes, stamp duty or withholding taxes	As necessary
Any charges incurred by the depositary or its agents for servicing the deposited securities	As necessary

The depositary collects its fees for delivery and surrender of ADSs directly from investors depositing ordinary shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deduction from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them. The depositary may collect any of its fees by deduction from any cash distribution payable to ADS holders that are obligated to pay those fees. The depositary may generally refuse to provide for-fee services until its fees for those services are paid.

From time to time, the depositary may make payments to us to reimburse or share revenue from the fees collected from ADS holders, or waive fees and expenses for services provided, generally relating to costs and expenses arising out of establishment and maintenance of the ADS program. In performing its duties under the deposit agreement, the depositary may use brokers, dealers or other service providers that are affiliates of the depositary and that may earn or share fees or commissions.

Payment of Taxes

ADS holders are responsible for any taxes or other governmental charges payable on their ADSs or on the deposited securities represented by any of their ADSs. The depositary may refuse to register any transfer of ADSs or allow ADS holders to withdraw the deposited securities represented by their ADSs until such taxes or other charges are paid. It may apply payments owed to ADS holders or sell deposited securities represented by their ADSs to pay any taxes owed and ADS holders will remain liable for any deficiency. If the depositary sells deposited securities, it will, if appropriate, reduce the number of ADSs registered in an ADS holder’s name to reflect the sale and pay the ADS holder any net proceeds, or send the ADS holder any property, remaining after it has paid the taxes. ADS holders’ obligations to pay taxes and indemnify us and the depository against any tax claims will survive the transfer or surrender of their ADSs, the withdrawal of the deposited ordinary shares as well as the termination of the deposit agreement.

Reclassifications, Recapitalizations and Mergers

If we:	Then:
Change the nominal or par value of our ordinary shares	The cash, ordinary shares or other securities received by the depositary will become deposited securities.
Reclassify, split up or consolidate any of the deposited securities	Each ADS will automatically represent its equal share of the new deposited securities.
Distribute securities on the ordinary shares that are not distributed to ADS holders	The depositary may deliver new ADSs or ask ADS holders to surrender their outstanding ADRs in exchange for new ADRs identifying the new deposited securities. The depositary may also sell the new deposited securities and distribute the net proceeds if we are unable to assure the depositary that the distribution (a) does not require registration under the Securities Act or (b) is exempt from registration under the Securities Act.

Recapitalize, reorganize, merge, liquidate, sell all or substantially all of our assets, or take any similar action Any replacement securities received by the depositary shall be treated as newly deposited securities and either the existing ADSs or, if necessary, replacement ADSs distributed by the depositary will represent the replacement securities. The depositary may also sell the replacement securities and distribute the net proceeds if the replacement securities may not be lawfully distributed to all ADS holders.

Amendment and Termination

How may the deposit agreement be amended?

We may agree with the depositary to amend the deposit agreement and the ADRs without ADS holders’ consent for any reason. If an amendment adds or increases fees or charges, except for taxes and other governmental charges or expenses of the depositary for registration fees, facsimile costs, delivery charges or similar items, or materially prejudices a substantial right of ADS holders, it will not become effective for outstanding ADSs until 30 days after the depositary notifies ADS holders of the amendment. At the time an amendment becomes effective, ADS holders are considered, by continuing to hold their ADSs, to agree to the amendment and to be bound by the ADRs and the deposit agreement as amended.

How may the deposit agreement be terminated?

The depositary will terminate the deposit agreement if we ask it to do so, in which case the depositary will give notice to ADS holders at least 30 days prior to termination. The depositary may also terminate the deposit agreement if the depositary has told us that it would like to resign and we have not appointed a new depositary within 60 days. In such case, the depositary must notify ADS holders at least 30 days before termination.

After termination, the depositary and its agents will do the following under the deposit agreement but nothing else: collect distributions on the deposited securities, sell rights and other property, and deliver ordinary shares and other deposited securities upon cancellation of ADSs. Four months after termination, the depositary may sell any remaining deposited securities by public or private sale. After that, the depositary will hold the money it received on the sale, as well as any other cash it is holding under the deposit agreement for the pro rata benefit of the ADS holders that have not surrendered their ADSs. It will not invest the money and has no liability for interest. The depositary’s only obligations will be to account for the money and other cash. After termination our only obligations under the deposit agreement will be to indemnify the depositary and to pay fees and expenses of the depositary that we agreed to pay and we will not have any obligations thereunder to current or former ADS holders.

Limitations on Obligations and Liability

Limits on our obligations and the obligations of the depositary; limits on liability to holders of ADSs

The deposit agreement expressly limits our obligations and the obligations of the depositary. It also limits our liability and the liability of the depositary. We and the depositary:

are only obligated to take the actions specifically set forth in the deposit agreement without negligence or bad faith;

are not liable if either of us is prevented or delayed by law or circumstances beyond our control from performing our obligations under the deposit agreement;

are not liable if either of us exercises, or fails to exercise, discretion permitted under the deposit agreement;

are not liable for the inability of any holder of ADSs to benefit from any distribution on deposited securities that is not made available to holders of ADSs under the terms of the deposit agreement, or for any special, consequential or punitive damages for any breach of the terms of the deposit agreement;

are not liable for any tax consequences to any holders of ADSs on account of their ownership of ADSs;

have no obligation to become involved in a lawsuit or other proceeding related to the ADSs or the deposit agreement on an ADS holder’s behalf or on behalf of any other person; and

may rely upon any documents we believe in good faith to be genuine and to have been signed or presented by the proper person.

In the deposit agreement, we and the depositary agree to indemnify each other under certain circumstances. Additionally, we, the depositary and each owner and holder waives the right to a jury trial in an action against us or the depositary arising out of or relating to the deposit agreement.

Requirements for Depositary Actions

Before the depositary will deliver or register a transfer of an ADS, make a distribution on an ADS, or permit withdrawal of ordinary shares, the depositary may require:

payment of share transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer of any ordinary shares or other deposited securities;

satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and

compliance with regulations it may establish, from time to time, consistent with the deposit agreement, including presentation of transfer documents.

The depositary may refuse to deliver ADSs or register transfers of ADSs generally when the transfer books of the depositary or our transfer books are closed or at any time if the depositary or we think it advisable to do so.

ADS Holders’ Right to Receive the Ordinary Shares Underlying Their ADSs

ADS holders have the right to cancel their ADSs and withdraw the underlying ordinary shares at any time except:

when temporary delays arise because: (1) the depositary has closed its transfer books or we have closed our transfer books; (2) the transfer of ordinary shares is blocked to permit voting at a shareholders’ meeting; or (3) we are paying a dividend on our ordinary shares;

when they owe money to pay fees, taxes and similar charges; and

when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ADSs or to the withdrawal of ordinary shares or other deposited securities.

This right of withdrawal is not limited by any other provision of the deposit agreement.

Pre-release of ADSs

The deposit agreement permits the depositary to deliver ADSs before deposit of the underlying ordinary shares. This is called a pre-release of the ADSs. The depositary may also deliver ordinary shares upon cancellation of pre-released ADSs (even if the ADSs are canceled before the pre-release transaction has been closed out). A pre-release is closed out as soon as the underlying ordinary shares are delivered to the depositary. The depositary may receive ADSs instead of ordinary shares to close out a pre-release. The depositary may pre-release ADSs only under the following conditions: (1) before or at the time of the pre-release, the person to whom the pre-release is being made represents to the depositary in writing that (a) it or its customer owns the ordinary shares or ADSs to be deposited, (b) it or its customer assigns all beneficial right, title and interest in the ordinary shares or ADSs to be deposited to the depositary for the benefit of the owners, and (c) it will not take any action with respect to the ordinary shares or ADSs to be deposited that is inconsistent with the transfer of ownership (including, without the consent of the depositary, disposing of the ordinary shares or ADSs to be deposited other than in satisfaction of the pre-release); (2) the pre-release is fully collateralized with cash or other collateral that the depositary considers appropriate; and (3) the depositary must be able to close out the pre-release on not more than five business days’ notice. In addition, the depositary will limit the number of ADSs that may be outstanding at any time as a result of pre-release, although the depositary may disregard the limit from time to time, if it thinks it is appropriate to do so.

Direct Registration System

In the deposit agreement, all parties to the deposit agreement acknowledge that the DRS and Profile Modification System, or Profile, will apply to uncertificated ADSs upon acceptance thereof to DRS by DTC. DRS is the system administered by DTC under which the depositary may register the ownership of uncertificated ADSs and such ownership will be evidenced by periodic statements sent by the depositary to the registered holders of uncertificated ADSs. Profile is a required feature of DRS that allows a DTC participant, claiming to act on behalf of a registered holder of ADSs, to direct the depositary to register a transfer of those ADSs to DTC or its nominee and to deliver those ADSs to the DTC account of that DTC participant without receipt by the depositary of prior authorization from the ADS holder to register that transfer.

In connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties to the deposit agreement understand that the depositary will not determine whether the DTC participant that is claiming to be acting on behalf of an ADS holder in requesting registration of transfer and delivery described in the paragraph above has the actual authority to act on behalf of the ADS holder (notwithstanding any requirements under the Uniform Commercial Code). In the deposit agreement, the parties agree that the depositary’s reliance on and compliance with instructions received by the depositary through the DRS/Profile System and in accordance with the deposit agreement will not constitute negligence or bad faith on the part of the depositary.

Shareholder Communications; Inspection of Register of Holders of ADSs; ADS Holder Information

The depositary will make available for ADS holders’ inspection at its office all communications that it receives from us as a holder of deposited securities that we make generally available to holders of deposited securities. The depositary will send ADS holders copies of those communications if we ask it to. ADS holders have a right to inspect the register of holders of ADSs, but not for the purpose of contacting those holders about a matter unrelated to our business or the ADSs.

Each holder of ADSs will be required to provide such information as from time to time may be requested by the Company, or as may otherwise be required to be disclosed, in accordance with applicable law, the rules and requirements of any stock exchange or clearing system on which the ADSs are traded or the By-laws of the Company.

DESCRIPTION OF ORDINARY SHARES

The following description of our share capital summarizes certain provisions of our By-laws. Such summaries do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all of the provisions of our By-laws, a copy of which has been filed as an exhibit to the Annual Report on Form 10-K of which this Exhibit is a part.

General

As of March 2, 2020, our outstanding share capital consisted of a total of 66,040,322 ordinary shares, with nominal value €0.025 per share.

Under French law, our By-laws set forth only our issued and outstanding share capital as of the date of the By-laws. Our fully diluted share capital represents all issued and outstanding shares, as well as all potential shares which may be issued upon exercise of outstanding employee warrants, employee share options and non-employee warrants, as approved by our shareholders and granted by our board of directors.

Key Provisions of Our By-laws and French Law Affecting Our Ordinary Shares

The description below reflects the terms of our amended and restated by-laws, or our By-laws, and summarizes the material rights of holders of our ordinary shares under French law. Please note that this is only a summary and is not intended to be exhaustive. For further information, please refer to the full version of our By-laws which is included as an exhibit to the Annual Report on Form 10-K of which this Exhibit is a part.

Corporate Purpose (Article 3 of the By-laws)

Our corporate purpose in France and abroad includes:

providing IT services and software, acting as a communication agency, providing consulting services to companies and engaging in distance sales;

taking equity stakes or acquiring interests in all commercial, industrial, financial, real or personal property companies and enterprises by creating new companies, making contributions, subscribing for or purchasing securities or corporate rights, carrying out corporate mergers and entering into alliances or consortia, whether by taking equity stakes or otherwise;

managing, administering and disposing of said equity stakes, including providing consulting services in the fields of administration and management, in particular commercial, financial and administrative; and

morebroadly, engaging in all financial, commercial, industrial and personal or real property operations that may be directly or indirectly related to the purposes above or any similar or connected purposes that may promote the Company’s expansion or development in France and abroad.

Directors

Term of office (Article 11 of the By-Laws).    Our By-laws provide that members of our board of directors are elected for a tenure of two years.

Quorum and Voting (Article 12 of the By-Laws).    The board of directors can only deliberate if at least half of the directors attend the meeting in the manners provided for in our By-laws. Our By-laws allow directors to attend meetings of the board of directors in person or, to the extent permitted by applicable law, by videoconference or other telecommunications arrangements. In addition, our By-Laws allow a director to grant another director a proxy

to represent him at a meeting of the board of directors, but no director can hold more than one proxy at any meeting. Decisions of the board of directors are taken by the majority of votes cast.

Directors’ Voting Powers on Proposal, Arrangement or Contract in which any Director Is Materially Interested (Article 16 of the By-laws).    Under French law, any agreement entered into (directly or through an intermediary) between us and any director that is not entered into (1) in the ordinary course of our business and (2) upon standard market terms is subject to the prior authorization of the board of directors (it being specified that the interested director cannot vote on such decision). The same provision applies to agreements between us and another company if one of our directors is the owner or a general partner, manager, director, general manager or member of the executive or supervisory board of the other company, as well as to agreements in which one of our directors has an indirect interest.

Directors’ Compensation.    The maximum aggregate amount of annual attendance fees (jetons de présence) of the board of directors is determined at the shareholders’ annual ordinary general meeting. The board of directors then allocates all or part of this maximum aggregate amount among some or all of its members by a simple majority vote. In addition, the board of directors may grant exceptional compensation (rémunérations exceptionnelles) to individual directors on a case-by-case basis for special and temporary assignments. The board of directors may also authorize the reimbursement of reasonable travel and accommodation expenses, as well as other expenses incurred by directors in the corporate interest.

Board of Directors’ Borrowing Powers.    There are currently no limits imposed on the amounts of loans or borrowings that the board of directors may approve.

Directors’ Age Limits (Article 11 of the By-laws).    The number of directors who are more than seventy (70) years old may not exceed one third of the directors in office.

Employee Director Limits (Article 11 of the By-laws).    The number of directors who are also party to employment contracts with the Company may not exceed one-third of the directors in office.

Directors’ Share Ownership Requirements.    None.

Rights, Preferences and Restrictions Attaching to Ordinary Shares

Dividends (Article 22 of the By-laws).    We may only distribute dividends out of our “distributable profits,” plus any amounts held in our reserves that the shareholders decide to make available for distribution, other than those reserves that are specifically required by law. “Distributable profits” consist of our unconsolidated net profit in each fiscal year, as increased or reduced by any profit or loss carried forward from prior years, less any contributions to the mandatory reserve accounts pursuant to French law (see below).

Legal Reserve (Article 21 of the By-laws).    Pursuant to French law, we must allocate 5% of our unconsolidated net profit for each year to our legal reserve fund before dividends may be paid with respect to that year. Funds must be allocated until the amount in the legal reserve is equal to 10% of the aggregate par value of the issued and outstanding share capital.

Approval of Dividends.    Pursuant to French law, our board of directors may propose a dividend for approval by the shareholders at the annual ordinary general meeting.

Upon recommendation of our board of directors, our shareholders may decide to allocate all or part of any distributable profits to special or general reserves, to carry them forward to the next fiscal year as retained earnings or to allocate them to the shareholders as dividends. However, dividends may not be distributed when our net assets are or would become as a result of such distribution lower than the amount of the share capital plus the amount of the legal reserves which, under French law, may not be distributed to shareholders.

Our Board of Directors may distribute interim dividends after the end of the fiscal year but before the approval of the financial statements for the relevant fiscal year when the interim balance sheet, established during such year and certified by our statutory auditors, reflects that we have earned distributable profits since the close of the last financial year, after recognizing the necessary depreciation and provisions and after deducting prior losses, if any, and the sums to be allocated to reserves, as required by law or the By-laws, and including any retained earnings. The amount of such interim dividends may not exceed the amount of the profit so defined.

Distribution of Dividends.    Dividends are distributed to shareholders pro rata according to their respective holdings of shares. In the case of interim dividends, distributions are made to shareholders on the date set by our board of directors during the meeting in which the distribution of interim dividends is approved. The actual dividend payment date is decided by the shareholders at an ordinary general shareholders’ meeting or by our board of directors in the absence of such a decision by the shareholders. Shareholders that own shares on the actual payment date are entitled to the dividend.

Dividends may be paid in cash or, if the shareholders’ meeting so decides, in kind, provided that all shareholders receive a whole number of assets of the same nature paid in lieu of cash. Our By-laws provide that, subject to a decision of the shareholders’ meeting taken by ordinary resolution, each shareholder may be given the choice to receive his dividend in cash or in shares.

Timing of Payment (Article 22 of the By-laws).    Pursuant to French law, dividends must be paid within a maximum of nine months after the close of the relevant fiscal year.

Voting Rights (Article 9 of the By-laws).    We only have ordinary shares outstanding. Each share entitles its holder to vote and be represented in the shareholders’ meetings in accordance with the provisions of French law and of our By-laws. By operation of law, ownership of one share implies adherence to our By-laws and the decisions of the shareholders’ meeting.

In general, each shareholder is entitled to one vote per share at any general shareholders’ meeting.

Under French law, treasury shares or shares held by entities controlled by us are not entitled to voting rights and do not count for quorum purposes.

Rights to Share in Our Profit (Article 9 of the By-laws).    Each share entitles its holder to a portion of the corporate profits and assets proportional to the amount of share capital represented thereby.

Rights to Share in the Surplus in the Event of Liquidation (Article 27 of the By-laws).    If we are liquidated, any assets remaining after payment of the debts, liquidation expenses and all of the remaining obligations will first be used to repay in full the par value of our shares. Any surplus will be distributed pro rata among shareholders in proportion to the number of shares respectively held by them.

Repurchase and Redemption of Shares.    Under French law, we may acquire our own shares for the following purposes only:

to decrease our share capital by way of cancellation of the shares so acquired, provided that such a decision is not driven by losses and that a purchase offer is made to all shareholders on a pro rata basis or that such purchases be made on the market, following a decision of the shareholders at an extraordinary general meeting to reduce the Company’s share capital;

to provide shares for distribution to employees or managers under a profit-sharing, restricted (free) share or share option plan; in this case the shares repurchased must be distributed within 12 months from their repurchase failing which they are automatically cancelled;

to provide shares to be used in payment or in exchange for assets acquired by the Company in an M&A transaction, merger, spin off or contribution; in this case the shares repurchased must be distributed within 24 months from their repurchase failing which they are automatically cancelled; or

to offer them to shareholders having expressed an interest in acquiring them in the context of an organized sale process carried out by the Company in the 3 months following each annual shareholders’ meeting, such sales to be carried out within 60 months from their repurchase failing which they are automatically cancelled;

No such repurchase of shares may result in us holding, directly or through a person acting on our behalf, more than 10% of our issued share capital (5% in case of repurchase of shares to be used in payment or in exchange for

assets acquired by us). Shares repurchased by us continue to be deemed “issued” under French law but are not entitled to dividends or voting rights so long as we hold them directly or indirectly, and we may not exercise the preemptive rights attached to them.

Sinking Fund Provisions.    Our By-laws do not provide for any sinking fund provisions.

Liability to Further Capital Calls.    Shareholders are liable for corporate liabilities only up to the par value of the shares they hold; they are not liable to further capital calls.

Requirements for Holdings Exceeding Certain Percentages.    None, except as described below in “-Ownership of Shares and ADSs by Non-French Persons.”

Actions Necessary to Modify Shareholders’ Rights

Shareholders’ rights may be modified as allowed by French law. Only the extraordinary shareholders’ meeting is authorized to amend any and all provisions of our By-laws. It may not, however, increase shareholder commitments without the prior approval of each shareholder.

Special Voting Rights of Warrant Holders

Under French law, the holders of warrants of the same class (i.e., warrants that were issued at the same time and with the same rights), including employee warrants, are entitled to vote as a separate class at a general meeting of that class of warrant holders under certain circumstances, principally in connection with any proposed modification of the terms and conditions of the relevant class of warrants or any proposed issuance of preferred shares or any modification of the rights of any outstanding class or series of preferred shares.

Rules for Admission to and Calling Annual Shareholders’ Meetings and Extraordinary Shareholders’ Meetings

Access to, Participation in and Voting Rights at Shareholders’ Meetings (Article 19 of the By-laws).    Shareholders’ meetings are composed of all shareholders whose shares are paid up and for whom a right to attend shareholders’ meetings has been established by registration of the shares in an account in the name of the shareholder on the day of the meeting.

The board of directors may organize, in accordance with legal and regulatory requirements, the participation and vote of shareholders via video-conferencing or other means of telecommunications contemplated by law and regulation that allow identification of the shareholders. In such case, shareholders participating via video-conferencing or other means of telecommunications in the manner approved by the board shall be deemed present for the calculation of quorum and majority requirements at shareholders’ meetings.

Any shareholder may, in accordance with legal and regulatory requirements, vote by mail or grant a proxy to his/her spouse, his/her partner with whom he/she has entered into a civil union or another shareholder for physical persons, or to any person that they may chose for legal entities. Shareholders may, in accordance with legal and regulatory requirements, send their vote or proxy, either by hard copy or via telecommunications means, it being specified that their votes must be received at least three days prior to the meeting for hard copies and on the day before the meeting at 3 p.m. Paris time at the latest for electronic votes by email, and their proxy no later than on the date of the meeting if granted to a designated person or no later than on the day before the meeting at 3 p.m. Paris time for proxies without a designated attorney and therefore granted to the chairman of the meeting.

Shareholders sending their vote within such time limit, using the form provided to them by us to this effect, are deemed present or represented at the meeting.

Notice of Annual Shareholders’ Meetings.    Shareholders’ meetings are convened by our board of directors, or, failing that, by the statutory auditors, or by a court appointed agent or liquidator in certain circumstances, or by the controlling shareholder following a change in control. Meetings are held at our registered offices or at any other location indicated in the convening notice. Subject to limited exceptions provided by French law, notices must be given at least 15 days before the date of the meeting. When the shareholders’ meeting cannot deliberate due to the lack of the required quorum, the second meeting must be called at least ten days in advance in the same manner as used for the first notice.

Agenda and Conduct of Annual Shareholders’ Meetings.     The agenda of the shareholders’ meeting shall appear in the notice to convene the meeting and is set by the author of the notice. The shareholders’ meeting may only deliberate on the items on the agenda except for the removal of directors and the appointment of their successors which may be put to vote by any shareholder during any shareholders’ meeting. One or more shareholders representing the percentage of share capital required by French law (currently 5%), and acting in accordance with legal requirements and within applicable time limits, may request the inclusion of items or proposed resolutions on the agenda.

Shareholders’ meetings shall be chaired by the Chairman of the board of directors or, in his or her absence, by a director appointed for this purpose by the board of directors; failing which, the meeting itself shall elect a Chairman. Vote counting shall be supervised by the Chairman, two members of the meeting who are present and accept such duties representing, either on their own behalf or as proxies, the greatest number of votes, and a secretary appointed by them.

Ordinary Shareholders’ Meeting.     Ordinary shareholders’ meetings are those meetings called to make any and all decisions that do not amend our By-laws. An ordinary meeting shall be convened at least once a year within six months of the end of each fiscal year in order to approve the annual and consolidated accounts for the relevant fiscal year or, in case of postponement, within the period established by court order. Upon first or second notice, the meeting may validly deliberate only if the shareholders present or represented by proxy or voting by mail represent at least one-third of the shares entitled to vote. Decisions are made by a majority of the votes cast of the shareholders present, represented by proxy, or voting by mail. The votes cast do not include votes attached to shares held by shareholders who did not take part in the vote, abstained or voted blank or null.

Extraordinary Shareholders’ Meeting.     Only an extraordinary shareholders’ meeting is authorized to amend our By-laws or approve any decision causing any such amendment (including any decision impacting our share capital, such as the decision to increase new shares). It may not, however, increase shareholder commitments without the approval of each shareholder. Subject to the legal provisions governing share capital increases from reserves, profits or share premiums, the resolutions of the extraordinary meeting shall be valid only if the shareholders present, represented by proxy or voting by mail represent at least one-third of all shares entitled to vote upon first or second notice. If the latter quorum is not reached, the second meeting may be postponed to a date no later than two months after the date for which it was initially called. Decisions are made by a two-thirds majority of the votes cast of the shareholders present, represented by proxy, or voting by mail. The votes cast do not include votes attached to shares held by shareholders who did not take part in the vote, abstained or voted blank or null.

In addition to the right to obtain certain information regarding us at any time, any shareholder may, from the date on which a shareholders’ meeting is convened until the fourth business day preceding the date of the shareholders’ meeting, submit written questions relating to the agenda for the meeting to our board of directors. Our board of directors is required to respond to these questions during the meeting.

Provisions Having the Effect of Delaying, Deferring or Preventing a Change in Control of the Company

Provisions contained in our By-laws and the corporate laws of France, the country in which we are incorporated, could make it more difficult for a third-party to acquire us, even if doing so might be beneficial to our shareholders. These provisions include the following:

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 European Union 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 in the European Union would require the approval of our board of directors as well as a two-thirds majority of the votes cast of the shareholders present, represented by proxy or voting by mail at the relevant meeting;

a merger of our company into a company incorporated outside of the European Union would require 100% of our shareholders to approve it;

In a French law context, a cash merger is treated as a share purchase and would require the consent of each participating shareholder;

our shareholders have granted and may grant in the future our board of directors broad authorizations to increase our share capital or to issue additional ordinary shares or other securities (for example, warrants) to our shareholders, the public or qualified investors, including as a possible defense following the launching of a tender offer for our shares;

our shareholders have preferential subscription rights on a pro rata basis 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 of the votes cast) of our shareholders or on an individual basis by each shareholder;

our board of directors has the right to appoint directors to fill a vacancy created by the resignation or death of a director, subject to ratification by the shareholders of such appointment at the next shareholders’ meeting, which prevents shareholders from having the sole right to fill vacancies on our board of directors;

our board of directors can only be convened by its chairman or by directors representing at least one third of the total number of directors;

our board of directors meetings can only be regularly held if at least half of the directors attend either physically or by way of videoconference or teleconference enabling the directors’ identification and ensuring their effective participation in the board’s decisions;

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, a non-French resident as well as any French entity controlled by non-French residents may have to file a declaration for statistical purposes with the Bank of France (Banque de France) following the date of certain foreign investments in us. Additionally, certain investments in a French company relating to certain strategic industries by individual or entities not residents in a member State of the European Union are subject to the prior authorization of the French Ministry of Economy - see the section of this Annual Report titled “Ownership of Shares and ADSs by Non-French Persons”;

approval of at least a majority of the votes cast of the shareholders present, represented by a proxy, or voting by mail at the relevant ordinary shareholders’ general meeting is required to remove directors with or without cause;

advance notice is required for nominations to the board of directors or for proposing matters to be acted upon at a shareholders’ meeting, except that a vote to remove and replace a director can be proposed at any shareholders’ meeting without notice; and

pursuant to French law, the sections of the By-laws relating to the number of directors and election and removal of a director from office may only be modified by a resolution adopted by two-thirds of the votes of our shareholders present, represented by a proxy or voting by mail at the meeting.

Declaration of Crossing of Ownership Thresholds

None, except as described below in “-Ownership of Shares and ADSs by Non-French Persons.”

Changes in Share Capital

Increases in Share Capital.    Pursuant to French law, our share capital may be increased only with shareholders’ approval at an extraordinary general shareholders’ meeting following the recommendation of our board of directors. The shareholders may delegate to our board of directors either the authority (délégation de compétence) or the power (délégation de pouvoir) to carry out any increase in share capital.

Increases in our share capital may be effected by:

issuing additional shares;

increasing the par value of existing shares;

creating a new class of equity securities; and

exercising the rights attached to securities giving access to the share capital.

Increases in share capital by issuing additional securities may be effected through one or a combination of the following:

in consideration for cash;

in consideration for assets contributed in kind;

through an exchange offer;

by conversion of previously issued debt instruments;

by capitalization of profits, reserves or share premium; and

subject to certain conditions, by way of offset against debt incurred by us.

Decisions to increase the share capital through the capitalization of reserves, profits and/or share premium require shareholders’ approval at an extraordinary general shareholders’ meeting, acting under the quorum and majority requirements applicable to ordinary shareholders’ meetings. Increases effected by an increase in the par value of shares require unanimous approval of the shareholders, unless effected by capitalization of reserves, profits or share premium. All other capital increases require shareholders’ approval at an extraordinary general shareholders’ meeting acting under the regular quorum and majority requirements for such meetings.

Reduction in Share Capital.    Pursuant to French law, any reduction in our share capital requires shareholders’ approval at an extraordinary general shareholders’ meeting following the recommendation of our board of directors. The share capital may be reduced either by decreasing the par value of the outstanding shares or by reducing the number of outstanding shares. The number of outstanding shares may be reduced by the repurchase and cancellation of shares. Holders of each class of shares must be treated equally unless each affected shareholder agrees otherwise.

Preferential Subscription Right.    According to French law, if we issue additional securities for cash, current shareholders will have preferential subscription rights to these securities on a pro rata basis. Preferential subscription rights entitle the individual or entity that holds them to subscribe pro rata based on the number of shares held by them to the issuance of any securities increasing, or that may result in an increase of, our share capital by means of a cash payment or a set-off of cash debts. The preferential subscription rights are transferable during the subscription period relating to a particular offering.

The preferential subscription rights with respect to any particular offering may be waived at an extraordinary general meeting by a two-thirds vote of our shareholders or individually by each shareholder. Our board of directors and our independent auditors are required by French law to present reports to the shareholders’ meeting that specifically address any proposal to waive the preferential subscription rights. Consistent with standard practice in France for public companies, at least every two years at the annual shareholders’ meeting, we seek shareholder approval to waive preferential subscription rights at an extraordinary general shareholders’ meeting in order to authorize the board of directors to issue additional shares and/or other securities convertible or exchangeable into shares to the extent permitted under French law.

Form, Holding and Transfer of Shares

Form of Shares (Article 7 of the By-laws).    Our By-laws provide that our shares are held in registered form.

Holding of Shares.    In accordance with French law concerning the “dematerialization” of securities, the ownership rights of shareholders are represented by book entries instead of share certificates. Registered shares are entered into an account maintained by us or by a representative appointed by us. We maintain accounts in the name of each shareholder either directly or, at a shareholder’s request, through such shareholder’s accredited intermediary. Each shareholder’s account shows the name of the relevant shareholder and number of shares held.

Neither French law nor our By-laws limit the right of non-residents of France or non-French persons to own or, where applicable, to vote our securities except as described below in “-Ownership of Shares and ADSs by Non-French Persons.”

Assignment and Transfer of Shares (Article 8 of the By-laws).    Shares are freely negotiable, subject to applicable legal and regulatory provisions. They are registered in a share account and transferred by means of a transfer order from account to account. We must receive notice of any transfer for it to be validly registered in our accounts.

Legal Name; Formation; Fiscal Year; Registered Office

Our legal and commercial name is Criteo S.A. We were incorporated as a société par actions simplifiée (S.A.S.) under the laws of the French Republic on November 3, 2005 for a period of 99 years and subsequently converted into a société anonyme. We are registered at the Paris Commerce and Companies Register under the number 484 786 249. Our principal executive offices are located at 32 Rue Blanche 75009 Paris, France, and our telephone number is +33 1 40 40 22 90. Our agent for service of process in the United States is National Registered Agents, Inc. Our fiscal year ends December 31.

Listing

Our ADSs are listed on Nasdaq under the symbol “CRTO.”

Transfer Agent and Registrar

The transfer agent and registrar for our ADSs is The Bank of New York Mellon.

LIMITATIONS AFFECTING SHAREHOLDERS OF A FRENCH COMPANY

Ownership of Shares and ADSs by Non-French Persons

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.

However, non-French residents must file a declaration for statistical purposes with the Bank of France (Banque de France) within twenty working days following the date of certain direct foreign investments in us, including any purchase of our ADSs. In particular, such filings are required in connection with investments exceeding €15,000,000 that lead to the acquisition of at least 10% of our Company’s share capital or voting rights or cross such 10% threshold. Violation of this filing requirement may be sanctioned by five years of imprisonment and a fine of up to twice the amount of the relevant investment. This amount may be increased fivefold if the violation is made by a legal entity.

Further, any investment (i) by an individual or entity located in a country that is not a member State of the European Union or of a member State of the European Economic Area having entered into a convention on administrative assistance against tax evasion and fraud with France, or by a French citizen not residing in France, and (ii) that will result in the relevant investor acquiring the control of, all or part of a business of, or more than 33.33% (25% as from April 1st, 2020) of the share capital or voting rights of, a company registered in France and developing activities in certain strategic industries, such as, energy, public health, telecommunications, artificial intelligence, cybersecurity, robotics, data collection or dual-use goods and technology is subject to the prior authorization by the French Ministry of Economy. In the absence of such authorization, the relevant investment shall be deemed null and void.

Foreign Exchange Controls

Under current French foreign exchange control regulations there are no limitations on the amount of cash payments that we may remit to residents of foreign countries. 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.

Availability of Preferential Subscription Rights

Our shareholders have the preferential subscription rights described in the section above titled “-Key Provisions of Our By-laws and French Law Affecting Our Ordinary Shares-Changes in Share Capital-Preferential Subscription Rights.”

Under French law, shareholders have preferential rights to subscribe for cash issues of new shares or other securities giving rights to acquire additional shares on a pro rata basis. Holders of our securities in the U.S. (which may be in the form of shares or ADSs) may not be able to exercise preferential subscription rights for their securities unless a registration statement under the Securities Act is effective with respect to such rights or an exemption from the registration requirements imposed by the Securities Act is available. We may, from time to time, issue new shares or other securities giving rights to acquire additional shares (such as warrants) at a time when no registration statement is in effect and no Securities Act exemption is available. If so, holders of our securities in the U.S. will be unable to exercise any preferential subscription rights and their interests will be diluted. We are under no obligation to file any registration statement in connection with any issuance of new shares or other securities. We intend to evaluate at the time of any rights offering the costs and potential liabilities associated with registering the rights, as well as the indirect benefits to us of enabling the exercise by holders of shares and holders of ADSs in the U.S. of the subscription rights, and any other factors we consider appropriate at the time, and then to make a decision as to whether to register the rights. We cannot assure you that we will file a registration statement.

For holders of our shares in the form of ADSs, the Depositary may make these rights or other distributions available to ADS holders. If the depositary does not make the rights available to ADS holders and determines that it is impractical to sell the rights, it may allow these rights to lapse. In that case the holders will receive no value for

them. The section titled “-Description of ADSs-Dividends and Other Distributions” explains in detail the Depositary’s responsibility in connection with a rights offering.

EX-10.19

Exhibit 10.18

AMENDMENT TO MANAGEMENT AGREEMENT

AMENDMENT TO MANAGEMENT AGREEMENT (“Amendment”) dated as of November 22, 2019 by and between Criteo S.A., Criteo Corp. and Megan Clarken (“Executive” and, together with Criteo S.A. and Criteo Corp., the “Parties”).

WHEREAS, Executive and Criteo S.A. have entered into that certain management agreement by and between Executive and Criteo S.A., dated October 2, 2019 (the “Agreement”), which sets forth the terms and conditions of Executive’s office as Chief Executive Officer (directeur général) of Criteo S.A.;

WHEREAS, the Agreement may be amended by a written agreement between the Executive and Criteo S.A.;

WHEREAS, Executive shall be appointed as Chief Executive Officer of Criteo Corp., a wholly- owned subsidiary of Criteo S.A., and will be employed by Criteo Corp. on terms and conditions set forth in a management agreement by and between Executive and Criteo Corp. (the “Criteo Corp. Agreement”), substantially in the form attached hereto as Exhibit A; and

WHEREAS, the Parties each desire to establish that no remuneration will be paid to Executive in respect of Executive’s office as Chief Executive Officer (directeur général) of Criteo S.A., and that all remuneration paid to Executive shall be in respect of Executive’s employment with and service to Criteo Corp. as its Chief Executive Officer, pursuant to the Criteo Corp. Agreement.

NOW THEREFORE, in consideration of the mutual covenants herein contained, Executive’s employment by Criteo Corp., the compensation to be paid Executive while employed by Criteo Corp., and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the Parties hereby agree as follows:

1. No remuneration described in the Agreement shall be paid to Executive by Criteo S.A. or in respect of Executive’s office as Chief Executive Officer (directeur général) of Criteo S.A.

2. All entitlements to the remuneration of Executive shall be the obligation of, and be paid by, Criteo Corp. in respect of Executive’s employment with Criteo Corp. as its Chief Executive Officer in accordance with the terms and conditions set forth in the Criteo Corp. Agreement.

3. The provisions of Section 1.1 of the Agreement shall remain in full force and effect.

4. In the event Executive is expatriated to France, and subject to the obtaining of the relevant permit required under French laws and regulations, Executive may benefit from additional benefits as set forth in Exhibit B.

5. Except as set forth herein, the provisions of the Agreement shall no longer be in effect.

6. This Amendment may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more than one party, but all of which counterparts taken together will constitute one and the same agreement.

[Signature page follows]

CRITEO S.A.

By: /s/ Jean-Baptiste Rudelle

Printed Name: Jean-Baptiste Rudelle

Title: Chairman of the Board

CRITEO CORP.

By:/s/ Ryan Damon

Printed Name: Ryan Damon

Title: General Counsel

EXECUTIVE

By: /s/ Megan Clarken

Megan Clarken

EXHIBIT A

3

November 22, 2019

Megan Clarken

387 Park Avenue South New York, NY 10036

Re: Management Agreement

Dear Megan:

This management agreement (this “Agreement”) sets forth the terms and conditions of your employment with Criteo Corp. (“Company”) as Chief Executive Officer of Company, effective as of your start date with Company (the “Effective Date”). Your start date, as mutually agreed between you and Company, shall be November 25, 2019. Should you accept this Agreement, for good and valuable consideration, the receipt of which is hereby acknowledged, you (hereinafter referred to as “Executive”) and Company hereby agree as follows:

1. Duties and Position; Standard of Conduct.

1.Duties and Position. Executive shall serve in the position of Chief Executive Officer of Company. Executive shall perform duties that are commensurate with the position of Chief Executive Officer. Executive shall devote all of her working time, skill and attention to her role at Company, together with any parent companies, affiliates and subsidiaries, the “Group Companies,” and will act in the best interests of Company and all Group Companies at all times.

2. Standard of Conduct. As Chief Executive Officer of Company, Executive shall

(a) carry out Executive’s duties, as directed by the Criteo S.A., the solely shareholder of the Company, as represented by the Board of Directors of Criteo S.A. (the “Board”), in a diligent, competent, faithful and professional manner; (b) work with other officers and employees of Company and the Group Companies in a competent and professional manner; (c) generally promote the interests of the Group Companies; and

(d) at all times comply with any written codes, policies, procedures and rules of Company.

2.Work Location. Executive’s principal place of work shall be New York, NY or such other location as the parties may agree upon from time to time including Paris, France, subject to travel in connection with Executive’s duties as Chief Executive Officer of Company as reasonably required.

3.Recoupment. Bonus, and other incentive and equity compensation paid or provided to Executive, whether pursuant to this Agreement or otherwise, shall be subject to the terms and conditions of such policy of recoupment or claw back of compensation as shall be adopted from time to time by the Board or its Compensation Committee as it deems necessary or desirable, including for the purpose of complying with the requirements of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (providing for recovery of erroneously awarded compensation), Section 304 of the Sarbanes-Oxley Act of 2002 (providing for forfeiture of certain bonuses and profits), and any implementing rules and regulations of the U.S. Securities and Exchange Commission and applicable listing standards of a national securities exchange adopted in accordance with any such Act (any such policy, the “Claw Back Policy”). The terms and conditions of the Claw Back Policy, including any

changes to the Claw Back Policy put in place after the date of this Agreement, are hereby incorporated by reference into this Agreement.

4.At-Will Service. Executive’s employment as Chief Executive Officer of Company is “at- will,” meaning that either Executive or the Board may terminate Executive’s employment with Company at any time

and for any reason, with or without Cause (the date of any termination, the “Termination Date”), subject to the provisions regarding termination set forth below in Section 8.

5. Compensation.

1.Base Salary. As compensation for Executive’s performance of Executive’s duties hereunder, Company shall pay to Executive a salary at the annual rate equal to $650,000 per annum (the “Base Salary”), payable in equal monthly installments and in accordance with the normal payroll practices of Company, less required deductions for state and federal withholding tax, social security, social contributions, and all other applicable taxes and authorized payroll deductions. Executive’s Base Salary will be reviewed by the Board on no less than an annual basis and may be increased (but not decreased) in the Board’s sole discretion.

2. Equity.

(a)Generally. Subject to approval by the Board, Executive from time to time may be granted various forms of equity awards of, or related to, Criteo S.A.’s common stock (the “Equity Awards”), including the specific Equity Awards specified in Section 5.2(b). The Equity Awards will be subject to the terms and conditions of the Criteo S.A. 2016 Stock Option Plan, Criteo S.A. 2015 Time-Based Free Share Plan (the “RSU Plan”), Criteo S.A. 2015 Performance-Based Free Share Plan (the “PSU Plan”), or any other subsequent equity plan approved in the future by the Board and, if applicable, Criteo S.A.’s stockholders, as designated by the Board (the “Plan” or “Plans”). The Equity Awards will also be subject to the terms and conditions contained in the applicable forms of award agreement adopted by the Board and shall include certain vesting provisions described in this Agreement.

(b)Initial Equity Award Grant. As soon as reasonably practicable following the Effective Date, and subject to the review and discretion of the Compensation Committee of the Board and the Board, Executive will receive a grant of (i) time-based restricted stock units (“RSUs”) with a grant date fair market value equal to $2,500,000, as determined in the Board’s discretion and (ii) stock options (“OSAs”) with a grant date fair market value equal to $2,500,000, as determined in the Board’s discretion. In the event that the RSUs and OSAs described in this Section 5.2(b) are not granted within forty-five days following the Effective Date, then such failure to issue will constitute Good Reason.

3.Incentive Compensation. Executive will be eligible to earn an annual performance-based bonus under the Criteo Executive Bonus Plan (the “Bonus”), with a target annual bonus opportunity equal to 100% of Base Salary (the “Target Bonus”) and a maximum annual bonus opportunity equal to 200% of Target Bonus. Target incentives do not constitute a promise of payment. Executive’s actual Bonus payout will depend on the Group Companies’ financial performance and the Board’s assessment of Executive’s group or individual performance consistent with the performance criteria set by the Board at its discretion from time to time, the achievement of which the Board or its designated committee will determine in its sole discretion at the appropriate times; provided that, Executive’s Bonus payout with respect to Company’s 2019 fiscal year shall be no less than the Target Bonus, prorated for the period of such year following the Effective Date. Unless otherwise provided herein, the payment of any Bonus pursuant to this Section 5.3 shall be made in accordance with the

Management AgreementPage 2 of 22

normal payroll practices of Company, less required deductions for state and federal withholding tax, social security, and all other applicable taxes and authorized payroll deductions, on an annual basis upon calculation of Executive’s actual achievement, as determined by the Board in its sole discretion (but in no event later than March 15th of the calendar year immediately following the year with respect to which the Bonus is earned). At any time, the Board may change, at its sole discretion, the way the Bonus is structured, calculated and paid. The Board will review Executive’s Target Bonus periodically, and in its sole discretion, consider any increases or adjustments (including as to structure) it deems appropriate at that time. Except as expressly provided in

Section 8, in order to be eligible for any Bonus, Executive must be actively employed with, and not have given or received notice of termination of Executive’s employment prior to, the time of the payment of such Bonus. Executive hereby acknowledges and agrees that payment of a Bonus in any year or years does not in any way guarantee payment of a Bonus in any other year or years.

4.Performance and Salary Review. The Board will periodically review Executive’s performance on no less than an annual basis. Adjustments to salary or other compensation, if any, will be made by the Board in its sole and absolute discretion (subject to the terms of this Agreement, including, but not limited to, Section 5.1).

5.Sign-On Bonus. Executive will receive a sign-on bonus equal to $300,000 (the “Sign-On Bonus”), less required deductions for state and federal withholding tax, social security, social contributions, and all other applicable taxes and authorized payroll deductions, to be paid on the first regularly scheduled payroll date following the Effective Date. Executive hereby agrees to repay to Company the Sign-On Bonus in the event of (a) Executive’s voluntary resignation other than for Good Reason or (b) the termination of Executive’s office by Company for Cause, in either case, during the 12- month period immediately following the Effective Date.

6.Customary Fringe Benefits and Facilities. Executive will be eligible for all customary and usual fringe benefits generally available to executives of Company subject to the terms and conditions of Company’s benefit plan documents. Executive will be eligible to accrue twenty (20) vacation days per calendar year. Company reserves the right to change or eliminate the fringe benefits on a prospective basis, at any time, effective upon notice to Executive; provided, however, that during the term of Executive’s employment under this Agreement, Executive (and her spouse and eligible dependents where applicable) shall be entitled to receive all benefits generally available to other officers of Company, when and as Executive becomes eligible therefore, including, without limitation, group health, life and disability insurance and participation in the 401(k) plan, in each case, offered by Company or the Group Companies, to the extent permissible under the applicable plans.

7.Business Expenses. Executive will be reimbursed for all reasonable and actual, out-of- pocket business expenses incurred in the performance of Executive’s duties on behalf of Company. To obtain reimbursement, expenses must be submitted promptly with appropriate supporting documentation in accordance with Company’s policies. Any reimbursement Executive is entitled to receive shall (a) be paid no later than the last day of Executive’s tax year following the tax year in which the expense was incurred, (b) not be affected by any other expenses that are eligible for reimbursement in any tax year and

(c) not be subject to liquidation or exchange for another benefit.

8. Termination of Executive’s Employment.

1.Termination for Cause.Company may terminate Executive’s employment immediately at any time for Cause (as defined below). In the event that Executive’s employment is

Management AgreementPage 3 of 22

terminated in accordance with this Section 8.1, Executive shall be entitled to receive only unpaid Base Salary then in effect, prorated to the date of the Termination Date, together with any amounts to which Executive is entitled pursuant to Section 6 and Section 7 of this Agreement (“Accrued Rights”). All other Company obligations to Executive pursuant to this Agreement shall be automatically terminated and completely extinguished upon such termination for Cause. Executive shall not be entitled to receive the Severance Benefits described in Sections 8.2 or 9 below.

2.Involuntary Termination. In the event of any Involuntary Termination, Executive shall be entitled to receive Executive’s Accrued Rights. In addition, subject to Section 8.7, Company shall provide

Executive with the following severance payments and benefits (the “Severance Benefits”), and all other Company obligations to Executive pursuant to this Agreement (other than obligations to which Executive is otherwise entitled under the terms of this Agreement, including payments earned but not paid or delivered) shall be automatically terminated and completely extinguished upon such Involuntary Termination:

(a)Salary-Based and Bonus-Based Severance. Executive shall receive, on the sixtieth (60th) day following the Termination Date, a lump sum cash amount (less all applicable withholdings) equal to the sum of (i) the product of (x) twelve (12) and (y) Executive’s monthly Base Salary rate as then in effect (without giving effect to any reduction in Base Salary amounting to Good Reason), (ii) an amount equal to Executive’s annual Bonus pursuant to Section 5.3 of this Agreement for the calendar year during which the termination occurs, calculated based on the Bonus that would be paid to Executive if her office had not terminated and if all performance-based milestones were achieved at the 100% level by both Company and Executive, and (iii) all Bonus amounts earned for completed performance periods prior to the Termination Date but which otherwise remain unpaid as of the Termination Date (notwithstanding any requirement to remain in service through the payment date).

(b)Continued Healthcare. Executive shall receive, on the sixtieth (60th) day following the Termination Date, a lump sum cash amount (less all applicable withholdings) equal to, subject to Executive’s timely election to receive continued healthcare coverage pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or any similar statute (“COBRA”), the cost of COBRA premiums for coverage for Executive and Executive’s covered dependents under Company’s group health insurance plans in the United States for the period commencing on the first day of the month immediately following the Termination Date and ending on earlier of (x) the first anniversary of the Termination Date and (y) the first date on which Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another company’s or employer’s plan(s).

(c) Continuation of Vesting.

(i)Notwithstanding anything to the contrary in the applicable Plan, continued vesting of outstanding unvested OSAs, outstanding unvested RSUs and outstanding unvested performance-based restricted stock units (“PSUs”) as if Executive remained employed with Company for twelve (12) months following the Termination Date (and in the case of PSUs, based on actual performance at the end of the applicable performance year, as determined by the Board in its reasonable discretion), provided Executive has complied with all aspects of this Agreement including the execution and non-revocation of the Release; provided that, in all instances, the free shares relating to any RSUs and PSUs that become vested during the twelve (12) months following the Termination Date pursuant to this Section 8.2(c)(i) shall be delivered to Executive at the time(s) set forth in the applicable award agreement evidencing such RSUs and PSUs.

Management AgreementPage 4 of 22

(ii)Executive acknowledges and agrees that any RSUs or PSUs that may become vested pursuant to the terms of Section 8.2(c)(i) will be subject to a holding period until the second anniversary of the date of grant of the applicable Equity Award, as required by French law and the terms of the RSU Plan and the PSU Plan, as applicable, and that the free shares relating to such vested RSUs or PSUs will be definitively acquired by Executive no earlier than the expiration of the required holding period.

(iii)Notwithstanding anything to the contrary in the applicable Stock Option Plan (or any successor plan thereto), Executive’s vested OSAs that become vested pursuant to Section 8.2(c)(i) shall remain exercisable by Executive for the 12-month period following the Termination Date, but in no event later than the original expiration date of such OSA. In this connection, to the extent that this provision applies to any award of OSAs that are intended to be treated as “incentive stock options,” Executive acknowledges and agrees that any such OSAs that are affected by this Section 8.2(c) shall be treated as nonqualified OSAs.

(iv)The award agreements pursuant to which Executive’s Equity Awards are granted shall contain provisions that are consistent with those set forth in this Section 8.2(c).

3.Acceleration of Vesting Based upon a Change in Control Followed By Involuntary Termination.

(a)In the event of (i) a Change in Control and (ii) a subsequent Involuntary Termination that occurs within one year following such Change in Control, then notwithstanding anything to the contrary in the applicable Plan, the vesting of all then unvested Equity Awards previously granted to Executive shall immediately vest (and in the case of RSUs and PSUs, the associated free shares shall be delivered, subject to Section 8.3(b)), provided Executive has complied with all aspects of this Agreement including the execution and non-revocation of the Release; provided that, (x) any PSUs that vest pursuant to this Section 8.3 shall be deemed earned at target level of achievement and (y) in all instances, the provisions of the RSU Plan and the PSU Plan which prohibit the acceleration or shortening of the minimum vesting period of one year will continue to apply, such that no RSUs or PSUs granted within the one-year period prior to the Termination Date will vest hereunder (but, in such event, any unvested RSUs or PSUs will continue to vest as if Executive remained employed with Company for up to twelve (12) months following such Involuntary Termination).

(b)Executive acknowledges and agrees that any RSUs or PSUs that may become vested pursuant to the terms of Section 8.3(a) will be subject to a holding period until the second anniversary of the date of grant of the applicable Equity Award, as required by French law and the terms of the RSU Plan and the PSU Plan, as applicable, and that the free shares relating to such vested RSUs or PSUs will be definitively acquired by Executive no earlier than the expiration of the required holding period.

(c)Notwithstanding anything to the contrary in the applicable Stock Option Plan (or any successor plan thereto), Executive’s vested OSAs that become vested pursuant to Section 8.3(a) shall remain exercisable by Executive for the 12-month period following the Termination Date, but in no event later than the original expiration date of such OSA. In this connection, to the extent that this provision applies to any award of OSAs that are intended to be treated as “incentive stock options,” Executive acknowledges and agrees that any such OSAs that are affected by this Section 8.3(c) shall be treated as nonqualified OSAs.

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(d)The award agreements pursuant to which Executive’s Equity Awards are granted shall contain provisions that are consistent with those set forth in this Section 8.3.

4.Termination upon Disability. Company may terminate Executive’s employment with Company at any time following Executive’s Disability. Upon termination following Disability, Executive shall be entitled to receive her Accrued Rights and those benefits provided by Company to other officers of Company upon termination following Disability. All other Company obligations to Executive pursuant to this Agreement shall be automatically terminated and completely extinguished upon such termination. Executive shall not be entitled to receive the Severance Benefits described in Section 8.2 above or the accelerated vesting of Equity Awards described in Section 8.3 above.

5.Termination upon Death. Executive’s employment shall terminate automatically upon Executive’s death. Upon termination as a result of Executive’s death, Executive’s estate or designated beneficiaries shall be entitled to receive Executive’s Accrued Rights. All other Company obligations to Executive pursuant to this Agreement shall be automatically terminated and completely extinguished on the date of death. Executive’s estate and designated beneficiaries shall not be entitled to receive the Severance Benefits described in Section 8.2 above or the accelerated vesting of Equity Awards described in Section 8.3 above.

6.Voluntary Resignation by Executive. Executive may voluntarily resign from employment with Company for any reason, at any time, on thirty (30) days’ advance written notice. In the event of Executive’s resignation which is not a Resignation for Good Reason (and thus not an Involuntary Termination), Executive will be entitled to receive only her Accrued Rights. All other Company obligations to Executive pursuant to this Agreement shall be automatically terminated and completely extinguished upon such termination. Executive shall not be entitled to receive the Severance Benefits described in Section 8.2 above or the accelerated vesting of Equity Awards described in Section

8.3 above.

1.Release and Forfeiture of Severance Benefits. The right of Executive to receive or to retain Severance Benefits pursuant to this Section 8 shall be in consideration for, and subject to, (i) execution of and delivery to Company of a general release of claims relating to Executive’s employment and service as an officer with the Group Companies in a form reasonably satisfactory to Company (the “Release”) and lapse of the period for revocation, if any, of the Release within the period of time following the Termination Date set forth in the Release without the Release having been revoked and (ii) Executive’s continued compliance with the covenants described in this Agreement and its exhibits, including those referenced in Section 11 of this Agreement (collectively, the “Covenants”). In the event that Executive breaches any of the Covenants, the Group Companies shall have the right to (a) terminate any further provision of Severance Benefits not yet paid or provided, (b) seek reimbursement from Executive for any and all such Severance Benefits previously paid or provided to Executive, (c) recover from Executive all shares of stock the vesting of which, or the option to purchase, was accelerated by reason of the Severance Benefits or Section 8.3 (or the proceeds therefrom, reduced by any exercise or purchase price paid to acquire such shares), and (d) to immediately cancel all Equity Awards the vesting of which was accelerated by reason of the Severance Benefits or Section 8.3.

2.Definitions of Certain Terms. Certain capitalized terms not otherwise defined by this Agreement shall have the following meanings:

(a)“Cause” means (i) Executive’s material breach of this Agreement or of any lawful directive of the Board; (ii) Executive’s continued failure or refusal to perform any of her

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material duties and responsibilities of her position after written notice; (iii) Executive’s dishonesty, fraud or misconduct with respect to the business or affairs of the Group Companies which affects the operations or reputation of any of the Group Companies; (iv) Executive’s indictment, conviction, or entering a plea of guilty or nolo contendere for the commission of a felony or a crime involving material dishonesty; or

(i) Executive’s material failure to adhere to the material written policies, practices, rules or directives of Company. Notwithstanding the foregoing, “Cause” to terminate Executive’s office shall not exist unless

(a) a written notice has first been delivered to her by Company (the “Cure Notice”), which Cure Notice

(1)specifically identifies the event(s) the Board believes constitutes Cause and (2) provides thirty (30) days from the date of such Cure Notice for her to cure such circumstances and (b) Executive has failed to timely cure such circumstances; provided that with respect to clauses (iii) and (iv) of this paragraph, Company shall not be required to deliver a Cure Notice and such termination shall be effective immediately upon the delivery of a written notice (the “Cause Termination Notice”). If (other than in the case of clauses (iii) or (iv)) Executive fails to timely cure such circumstances in accordance with the foregoing, Company may send a Cause Termination Notice to Executive, in which case her employment with Company shall thereupon be terminated for Cause.

(b)“Change in Control” means, with respect to any Equity Award, a “Change in Control” or similar term as defined by the award agreement or equity-based compensation plan of Criteo S.A. applicable to such Equity Award.

(c)“Disability” means a disability as defined by the group long-term disability

insurance policy maintained by Company for the benefit of its employees. In the absence of such a policy, “Disability” means Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 120 days.

(d) “Involuntary Termination” means the occurrence of either

(i)termination by Company of Executive’s employment with Company for any reason other than Cause or (ii) Executive’s Resignation for Good Reason; provided, however that Involuntary Termination shall not include any termination of Executive’s employment which is (x) for Cause, (y) a result of Executive’s death or Disability, or (z) a result of Executive’s voluntary termination of employment which is not a Resignation for Good Reason. Company may terminate Executive’s employment with Company without Cause at any time on thirty (30) days’ advance written notice to Executive.

(e)“Resignation for Good Reason” means the voluntary resignation by Executive from employment with Company within ninety (90) days following the initial existence, without Executive’s express written consent, of any of the following conditions (each, a “Good Reason”):

(i) the failure by Company to pay Executive any portion of her salary or other earned compensation within ten (10) business days of the date such compensation is due; (ii) any requirement that she relocate or work at a location more than thirty five (35) miles from Company’s offices to which Executive reports to work (excluding reasonable travel requirements attendant to the performance or discharge of her duties); (iii) any material diminution of Executive’s duties, responsibilities or authorities as in effect immediately prior to the change (including for this purpose, Executive no longer being the most senior officer of Company and its parent, and excluding for this purpose, following a Change in Control, a diminishment of her responsibilities relating to Criteo S.A.’s ordinary shares no longer being publicly traded so long as Executive continues to serve in the position of Chief Executive Officer of Company and its parent following the Change in Control with substantially the same responsibility and duties with respect to the subsidiary, business unit or division substantially containing Criteo S.A.’s business following the Change in Control), or (iv) a material reduction in salary or other material breach of this

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Agreement by Company. Notwithstanding the foregoing, “Good Reason” to terminate Executive’s employment shall not exist unless (a) a written notice has first been delivered to the Board by Executive (the “Good Reason Notice”), which Good Reason Notice (1) specifically identifies the event(s) that Company believes constitutes Good Reason and (2) provides 30 days from the date of such Good Reason Notice for Company to cure such circumstances (the “Good Reason Period”) and (b) Company has failed to timely cure such circumstances. If Company fails to timely cure such circumstances in accordance with the foregoing, Executive may send a notice to the Board that she is terminating her employment for Good Reason (“Good Reason Termination Notice”), in which case her employment shall thereupon be terminated for Good Reason. If any Good Reason Notice shall not have been delivered by Executive within ninety (90) days following the date that she becomes aware of the purported existence of a Good Reason event, or any Good Reason Termination Notice shall not have been delivered by her within thirty

(30) days following the end of the Good Reason Period, then any purported termination of her employment relating to the applicable event shall not be a termination for Good Reason hereunder and Executive will be deemed to have consented to and forever waived the Good Reason event. If Company does timely cure or remedy the Good Reason event, then Executive may either resign from employment without Good Reason or she may continue in office subject to the terms of the agreement.

9. Golden Parachute Payments.

1.In the event that any of the severance payments and other benefits provided by this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this Section, would be

subject to the excise tax imposed by Section 4999 of the Code (“Excise Tax”), then Executive’s severance payments and benefits under this Agreement or otherwise shall be payable either

(a) in full, or

(b)in such lesser amount which would result in no portion of such severance payments or benefits being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by Executive, on an after-tax basis, of the greatest amount of severance payments and benefits under this Agreement or otherwise, notwithstanding that all or some portion of such severance payments or benefits may be taxable under Section 4999 of the Code. Any reduction in the severance payments and benefits required by this Section will made in the following order: (i) reduction of cash payments; (ii) reduction of accelerated vesting of equity awards other than stock options; (iii) reduction of accelerated vesting of stock options; and (iv) reduction of other benefits paid or provided to Executive. In the event that acceleration of vesting of equity awards is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive’s equity awards. If two or more equity awards are granted on the same date, each award will be reduced on a pro-rata basis.

2.The professional firm engaged by Company for general tax purposes as of the day prior to the date of the event that might reasonably be anticipated to result in severance payments and benefits that would otherwise be subject to the Excise Tax will perform the foregoing calculations. If the tax firm so engaged by Company is serving as accountant or auditor for the acquiring company, Company will appoint a nationally recognized tax firm to make the determinations required by this Section. Company will bear all expenses with respect to the determinations by such firm required to be made by this Section. Company and Executive shall furnish such tax firm such information and documents as the tax firm may reasonably request in order to make its required determination. The tax firm will provide its calculations, together with detailed supporting documentation, to Company and Executive as soon as

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practicable following its engagement. Any good faith determinations of the tax firm made hereunder will be final, binding and conclusive upon Company and Executive.

3.As a result of the uncertainty in the application of Sections 409A, 280G or 4999 of the Code at the time of the initial determination by the professional firm described in Section 9.2, it is possible that the Internal Revenue Service (the “IRS”) or other agency will claim that an Excise Tax greater than that amount, if any, determined by such professional firm for the purposes of Section 9.1 is due (the “Additional Excise Tax”). Executive will notify Company in writing of any claim by the IRS or other agency that, if successful, would require payment of Additional Excise Tax. Executive and Company shall each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of liability for Excise Tax with respect to payments made or due to Executive. Company shall pay all reasonable fees, expenses and penalties of Executive relating to a claim by the IRS or other agency. In the event it is finally determined that a further reduction would have been required under Section 9.1(b) to place Executive in a better after-tax position, Executive shall repay Company such amount within thirty (30) days thereof in order to effect such result.

10.No Conflict of Interest. During the term of Executive’s office with Company, Executive must not engage in any work, paid or unpaid, that creates an actual or potential conflict of interest with Company. If the Board reasonably believes such a conflict exists during the term of this Agreement, the Board may ask Executive to choose to discontinue the other work or resign her office or employment with any Group Company. Executive hereby represents and warrants to Company that Executive is not bound by the terms of a non-competition or any other agreement with a former employer or other third party, or any other order, judgment or decree of any kind, which would preclude Executive from being employed by Company in any capacity or which would preclude Executive from effectively performing Executive’s duties for Company. Executive further warrants that Executive has the right to make all disclosures that Executive has made or will make to

Company during the course of Executive’s office or employment by the Group Companies in any capacity.

11.Protective Covenants Agreement . Executive agrees to read, sign and abide by Company’s Protective Covenants Agreement attached as Exhibit A, which is incorporated herein by reference, within thirty (30) days of signing this Agreement.

12.Agreement to Mediate and Arbitrate. In the event a dispute arises in connection with this Agreement, Company and Executive agree to submit the dispute to non-binding mediation, with the mediator to be selected and compensated by Company. In the event a resolution is not reached through mediation, then, to the fullest extent permitted by law, Executive and Company agree to arbitrate any controversy, claim or dispute between them arising out of or in any way related to this Agreement, the officer relationship between the Group Companies and Executive and any disputes upon termination of office, including but not limited to breach of contract, tort, discrimination, harassment, wrongful termination, demotion, discipline, failure to accommodate, family and medical leave, compensation or benefits claims, constitutional claims; and any claims for violation of any local, state or federal law, statute, regulation or ordinance or common law. Claims for breach of Company’s Protective Covenants Agreement, workers’ compensation, unemployment insurance benefits and Company’s right to obtain injunctive relief are excluded. For the purpose of this agreement to arbitrate, references to “Company” include all parent, subsidiary or related entities and their employees, supervisors, officers, directors, agents, pension or benefit plans, pension or benefit plan sponsors, fiduciaries, administrators, affiliates and all successors and assigns of any of them, and this Agreement shall apply to them to the extent Executive’s claims arise out of or relate to their actions on behalf of Company.

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1.Initiation of Arbitration. Either party may exercise the right to arbitrate by providing the other party with written notice of any and all claims forming the basis of such right in sufficient detail to inform the other party of the substance of such claims. In no event shall the request for arbitration be made after the date when institution of legal or equitable proceedings based on such claims would be barred by the applicable statute of limitations.

2.Arbitration Procedure. The arbitration will be conducted in New York City, New York by a single neutral arbitrator and in accordance with the then current rules for resolution of office or employment disputes of the American Arbitration Association. The parties are entitled to representation by an attorney or other representative of their choosing. The arbitrator shall have the power to enter any award that could be entered by a judge of the trial court of the State of New York, and only such power, and shall follow the law. The arbitrator may award attorneys’ fees and costs to the prevailing party. The parties agree to abide by and perform any award rendered by the arbitrator. Judgment on the award may be entered in any court having jurisdiction thereof.

3.Costs of Arbitration. Each party shall bear one half the cost of the arbitration filing and hearing fees, and the cost of the arbitrator.

13. Successors.

1.Company’s Successors. Any successor to Company (whether direct or indirect and whether by purchase, merger, consolidation, liquidation or otherwise) to all or substantially all of Company’s business and/or assets (a “Successor”) shall assume the obligations under this Agreement and agree expressly to perform the obligations under this Agreement in the same manner and to the same extent as Company would be required to perform such obligations in the absence of a succession. For all purposes under this Agreement, the term “Company” shall include any Successor that becomes bound by the terms of this Agreement by operation of law.

2.Executive’s Successors. The terms of this Agreement and all rights of Executive

hereunder shall inure to the benefit of, and be enforceable by, Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

14. Notice.

1.General. Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or one day following mailing via overnight courier service. In the case of Executive, mailed notices shall be addressed to Executive at Executive’s home address that Company has on file for Executive. In the case of Company, mailed notices shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of the General Counsel of Company.

2.Notice of Termination. Any termination by Company for Cause or by Executive pursuant to a Resignation for Good Reason shall be communicated by a notice of termination to the other party hereto given in accordance with Section 14.1 of this Agreement. Such notice shall indicate the specific termination provision in this Agreement relied upon, shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination under the provision so indicated, and shall specify the termination date, consistent with the requirements of this Agreement. The failure by Executive to include in the notice any fact or circumstance that contributes to a showing of the existence

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of Good Reason shall not waive any right of Executive hereunder or preclude Executive from asserting such fact or circumstance in enforcing her rights hereunder.

15.Compliance with Section 409A of the Code. The parties intend that this Agreement (and all payments and other benefits provided under this Agreement) be exempt from the requirements of Section 409A of the Code and the regulations and ruling issued thereunder (collectively “Section 409A”), to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4), the involuntary separation pay plan exception described in Treasury Regulation Section 1.409A-1(b)(9)(iii), or otherwise. To the extent Section 409A is applicable to such payments, the parties intend that this Agreement (and such payments and benefits) comply with the deferral, payout and other limitations and restrictions imposed under Section 409A. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted, operated and administered in a manner consistent with such intentions. Without limiting the generality of the foregoing, and notwithstanding any other provision of this Agreement to the contrary:

1.To the extent any payments or benefits payable under this Agreement on account of Executive’s termination of office or employment constitute a deferral of compensation subject to Section 409A of the Code, no amount payable pursuant to this Agreement shall be paid unless and until Executive has incurred a “separation from service” within the meaning of Section 409A. Furthermore, to the extent that Executive is a “specified employee” within the meaning of Section 409A (determined using the identification methodology selected by Company from time to time, or if none, the default methodology) as of the date of Executive’s separation from service, no amount that constitutes a deferral of compensation which is payable on account of Executive’s separation from service shall be paid to Executive before the date (the “Delayed Payment Date”) which is the first day of the seventh month after the date of Executive’s separation from service or, if earlier, the date of Executive’s death following such separation from service. All such amounts that would, but for this Section, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date without interest.

2.For each payment or benefit payable under this Agreement that constitutes a deferral of compensation subject to Section 409A of the Code, to the extent required to avoid accelerated taxation and/or

tax penalties under Section 409A, a Change in Control shall be deemed to have occurred only if a change in the ownership or effective control of Company or a change in ownership of a substantial portion of the assets of Company shall also be deemed to have occurred under Section 409A of the Code.

3.Each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments.

4.With regard to any provision in this Agreement that provides for reimbursement of expenses or in-kind benefits, except for any expense, reimbursement or in-kind benefit provided pursuant to this Agreement that does not constitute a “deferral of compensation,” within the meaning of Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be deemed to be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the

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arrangement is in effect, and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred.

5.Company intends that income provided to Executive pursuant to this Agreement will not be subject to taxation under Section 409A of the Code. However, Company does not guarantee any particular tax effect for income provided to Executive pursuant to this Agreement.

16. General Provisions.

1.Unfunded Obligation. Any amounts payable to Executive pursuant to this Agreement are unfunded obligations. Company shall not be required to segregate any monies from its general funds, or to create any trusts, or establish any special accounts with respect to such obligations. Company shall retain at all times beneficial ownership of any investments, including trust investments, which Company may make to fulfill its payment obligations hereunder. Any investments or the creation or maintenance of any trust or any account shall not create or constitute a trust or fiduciary relationship between the Board or Company and Executive, or otherwise create any vested or beneficial interest in Executive or Executive’s creditors in any assets of Company.

2.No Duty to Mitigate. Executive shall not be required to mitigate the amount of any payment or benefit contemplated by this Agreement by seeking office or employment with a new company, employer or otherwise, nor shall any such payment or benefit be reduced by any compensation or benefits that Executive may receive from office or employment by another company or employer other than as provided in Section 8.2(b).

3.Waiver. No provision of this Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by Executive and by an authorized officer of Company (other than Executive). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

4.Tax Withholding. All payments made pursuant to this Agreement will be subject to withholding of applicable taxes. Executive shall be solely be responsible for the timely payment of any and all other taxes that are imposed on Executive as a result of this Agreement.

5.Choice of Law; Venue. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of New York without giving effect to any conflict of law principles. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties hereto that is not subject to arbitration pursuant to Section 12, the parties hereby submit to and consent to the jurisdiction of the State of New York and agree that such litigation shall be conducted only in the courts of New York City, NY, or the federal courts of the United States for the Southern District of New York, and no other courts.

6.Severability. In the event any provision of this Agreement is found to be unenforceable by an arbitrator or court of competent jurisdiction, such provision shall be deemed modified to the extent necessary to allow enforceability of the provision as so limited, it being intended that the parties shall receive the benefit contemplated herein to the fullest extent permitted by law. If a deemed modification is not satisfactory in the judgment of such arbitrator or court, the unenforceable provision shall be deemed deleted, and the validity and enforceability of the remaining provisions shall not be affected thereby.

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7.Benefits Not Assignable. Except as otherwise provided herein or by law, no right or interest of Executive under this Agreement shall be assignable or transferable, in whole or in part, either directly or by operation of law or otherwise, including, without limitation, by execution, levy, garnishment, attachment, pledge or in any other manner, and no attempted transfer or assignment thereof shall be effective. No right or interest of Executive under this Agreement shall be liable for, or subject to, any obligation or liability of Executive.

8.Further Assurances. From time to time, at Company’s request and without further consideration, Executive shall execute and deliver such additional documents and take all such further action as reasonably requested by Company to be necessary or desirable to make effective, in the most expeditious manner possible, the terms of this Agreement and the Release, and to provide adequate assurance of Executive’s due performance thereunder.

9.Interpretation; Construction. The headings set forth in this Agreement are for convenience only and shall not be used in interpreting this Agreement. This Agreement has been drafted by legal counsel representing Company, but Executive has participated in the negotiation of its terms. Furthermore, Executive acknowledges that Executive has had an opportunity to review and revise the Agreement and have it reviewed by legal counsel, if desired, and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.

10.Survival. Those provisions that by their nature are intended to survive termination or expiration of this Agreement shall so survive.

17.Entire Agreement. This Agreement and the additional benefits letter, together with the Plan and any agreement evidencing an Equity Award described in Section 5.2, the Criteo Executive Bonus Plan described in Section 5.3, and the Protective Covenants Agreement attached hereto as Exhibit A, constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral. This Agreement may be amended or modified only with the written consent of Executive and Company. No oral waiver, amendment or modification will be effective under any circumstances whatsoever.

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THE PARTIES TO THIS AGREEMENT HAVE READ THE FOREGOING AGREEMENT AND FULLY UNDERSTAND EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED THIS AGREEMENT ON THE DATES SHOWN BELOW.

EXECUTIVE

Dated: November 22, 2019Megan Clarken

ADDRESS

COMPANY

Dated: November 22, 2019By:Ryan Damon, General Counsel and Secretary

[Signature Page to Management Agreement]

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EXHIBIT A

PROTECTIVE COVENANTS AGREEMENT

I, the undersigned, acknowledge the importance to Criteo Corp. (the “Company”) of protecting the confidential information of Company, its parents, subsidiaries and affiliates (such other entities, “Affiliates” collectively, the “Company and its Affiliates”) and their other legitimate interests, including without limitation the valuable confidential information and goodwill that they have developed or acquired. Therefore, in consideration of my employment with the Company, payments to be made to me by the Company and my being granted access to trade secrets and other confidential information of the Company and its Affiliates and for other good and valuable consideration, the receipt and sufficiency of which I hereby acknowledge, I agree as follows:

1) Duties.

I will not (a) reveal, disclose or otherwise make available to any person any Company password or key, whether or not the password or key is assigned to me or (b) obtain, possess or use in any manner a Company password or key that is not assigned to me. I will use my best efforts to prevent the unauthorized use of any laptop or personal computer, peripheral device, software or related technical documentation that the Company issues to me, and I will not input, load or otherwise attempt any unauthorized use of software in any Company computer, whether or not such computer is assigned to me.

2) “Proprietary Information” Definition.

“Proprietary Information” includes (a) any information that is confidential or proprietary, technical or nontechnical information of the Company or its Affiliates, including for example and without limitation, information related to Innovations (as defined in Section 4 below), pricing, margins, merchandising plans and strategies, finances, financial and accounting data and information, customers, suppliers and advertisers, purchasing data, concepts, techniques, processes, methods, systems, designs, computer programs, source documentation, trade secrets, formulas, development or experimental work, work in progress, forecasts, proposed and future products, sales and marketing plans, business and any other nonpublic information that has commercial value; (b) any information the Company or its Affiliates has received from others that the Company or its Affiliates is obligated to treat as confidential or proprietary, which may be made known to me by the Company or its Affiliates, a third party or that I may otherwise learn during my employment with the Company; and (c) knowledge of developments, ways of business, or similar information, which may themselves be generally known but whose use by the Company or its Affiliates is not generally known.

3) Ownership and Nondisclosure of Proprietary Information.

All Proprietary Information is the sole property of the Company, the Company’s Affiliates, the Company’s assigns, the Company’s customers and the Company’s suppliers, as applicable. The Company, the Company’s Affiliates, the Company’s assigns, the Company’s customers and the Company’s suppliers, as applicable, are the sole and exclusive owners of all patents, copyrights, trade secrets and other rights in and to the Proprietary Information. I will not disclose any Proprietary Information to anyone outside of the Company, and I will

use and disclose Proprietary Information to those inside of the Company only as may be necessary in the ordinary course of performing my duties as an employee of the Company.

4) “Innovations” Definition in this Agreement.

“Innovations” includes all discoveries, designs, developments, improvements, inventions (whether or not protectable under patent laws), works of authorship, information fixed in any tangible medium of expression (whether or not protectable under copyright laws), trade secrets, know-how, ideas (whether or not protectable under trade secret laws), trademarks, service marks, trade names and trade dress, business plans and modes of doing business.

5) Disclosure and License of Prior Innovations.

I have listed on Exhibit A (“Prior Innovations”) attached hereto all Innovations relating in any way to the Company’s or its Affiliates’ business or demonstrably anticipated research and development or business, which were conceived, reduced to practice, created, derived, developed, or made by me prior to my employment with the Company (collectively, the “Prior Innovations”). I represent that I have no rights in any such Company-related Innovations other than those Innovations listed in Exhibit A (“Prior Innovations”). If nothing is listed on Exhibit A (“Prior Innovations”), I represent that there are no Prior Innovations at the time of signing this Agreement. I hereby grant to the Company and the Company’s designees a royalty-free, irrevocable, worldwide, fully paid-up license (with rights to sublicense through multiple tiers of sublicensees) to practice all patent, copyright, moral right, trade secret and other intellectual property rights relating to any Prior Innovations that I incorporate, or permit to be incorporated, in any Innovations that I, solely or jointly with others, conceive, develop or reduce to practice during my employment with the Company (the “Company Innovations”). Notwithstanding the foregoing, I will not incorporate, or permit to be incorporated, any Prior Innovations in any Company Innovations without the Company’s prior written consent.

6) Disclosure, nature and Assignment of Company Innovations.

I will promptly disclose and describe to the Company all Company Innovations. All Company Innovations are “works made for hire” within the meaning of the U.S. Copyright Act of 1976 (17

U.S.C. § 101), and as such would be solely owned by the Company. To the extent any such content cannot be designated work made for hire within the meaning of the U.S. Copyright Act, I hereby do and will assign to the Company or the Company’s designee all my right, title, and interest in and to any and all the Company Innovations. To the extent any of the rights, title and interest in and to Company Innovations cannot be assigned by me to the Company, I hereby grant to the Company an exclusive, royalty-free, transferable, irrevocable, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to practice such non-assignable rights, title and interest. To the extent any of the rights, title and interest in and to Company Innovations can neither be assigned nor licensed by me to the Company, I hereby irrevocably waive and agree never to assert such non-assignable and non-licensable rights, title and interest against the Company or any of the Company’s successors in interest. This Section 6 shall not apply to any Innovations that (a) do not relate, at the time of conception, reduction to practice, creation, derivation, development or making of such Innovation to the Company’s business or actual or demonstrably anticipated research, development or business; and

(b) were developed entirely on my own time; and (c) were developed without use of any of the Company’s equipment, supplies, facilities or trade secret information; and (d) did not result from any work I performed for the Company.

7) Future Innovations.

I will disclose promptly in writing to the Company all Innovations conceived, reduced to practice, created, derived, developed, or made by me during the term of my employment and for three (3) months thereafter, whether or not I believe such Innovations are subject to this Agreement, to permit a determination by the Company as to whether or not the Innovations should be considered Company Innovations. The Company will receive any such information in confidence.

8) Non-assignable Inventions.

Notwithstanding any provision of this Agreement to the contrary, this Agreement does not apply to

an Innovation which qualifies fully as a non-assignable invention under the provisions of applicable law.

9) Cooperation in Perfecting Rights to Innovations.

I agree to perform, during and after my employment, all acts that the Company deems necessary or desirable to permit and assist the Company, at its expense, in obtaining and enforcing the full benefits, enjoyment, rights and title throughout the world in the Innovations as provided to the Company under this Agreement. If the Company is unable for any reason to secure my signature to any document required to file, prosecute, register or memorialize the assignment of any rights or application or to enforce any right under any Innovations as provided under this Agreement, I hereby irrevocably designate and appoint the Company and the Company’s duly authorized officers and agents as my agents and attorneys-in-fact to act for and on my behalf and instead of me to take all lawfully permitted acts to further the filing, prosecution, registration, memorialization of assignment, issuance and enforcement of rights under such Innovations, all with the same legal force and effect as if executed by me. The foregoing is deemed a power coupled with an interest and is irrevocable.

10) Return of Materials.

At any time upon the Company’s request, and, without the Company’s request, upon the termination of my employment with the Company, I will return all materials (including, without limitation, documents, drawings, papers, diskettes and tapes) containing or disclosing any Proprietary Information (including all copies thereof) in my possession, custody or control, as well as any keys, pass cards, identification cards, computers, printers, pagers, personal digital assistants or similar items or devices that the Company provided to me at any time. Upon request, I will provide the Company with a written certification of my compliance with my obligations under this Section.

11) Duty of Loyalty.

I understand that while I am employed by the Company, (a) I have an undivided duty of loyalty and fair dealing to the Company and will work for the best interests of the Company and not take over any of the Company’s business opportunities or prospective business opportunities for my personal gain and/or to the detriment of the Company; and (b) I will not engage in any other employment or business activity without written permission from executive management; and (c) I will not engage in any other activities that conflict with my obligations to the Company.

12) Business Protections.

a. Competition Restriction.

I will not, during the term of my employment and for a period of one (1) year after the termination of my employment, regardless of the reason for such termination (“the Restricted Period”), anywhere in the world that the Company or its Affiliates operates or has plans to operate at the time my employment is terminated for any reason (the “Restricted Territory”), directly or indirectly perform services for, be employed or engaged by, own any interest in, manage, control, participate in, serve on the board of directors of, consult with, advise, contribute to, hold a security interest in, or otherwise assist or serve any business or segment of business engaged in, or preparing to engage in, the development, publishing or sale of personalized retargeted advertisements, including but not limited to Conversant, Tellapart, AdRoll, MyThings, and Sociomantic; provided, however that it shall not be a violation of this Section for me to make passive investments of not more than one percent (1%) of the capital stock or other ownership or equity interest, or voting power, in a public company, registered under the Securities Exchange Act of 1934, as amended.

b. Workforce Protection.

Because I recognize that solicitation of the Company and its Affiliates’ employees, consultants and contractors will interfere with, impair, disrupt or damage the Company’s business, I agree that during the Restricted Period, I will not, directly or indirectly, separately, or in association with others, solicit, hire, attempt to hire, or cause others to do so, or persuade or attempt to

persuade any employee of the Company or its Affiliates to leave the employ of the Company or its Affiliates or to become employed by anyone other than the Company or its Affiliates. In addition to other remedies, including equitable remedies, that a court may impose, I acknowledge and agree that if I breach this provision of the Agreement, the Company will have to expend time, money and other resources to replace the employee(s) I have solicited. Therefore, because it is difficult, if not impossible, to adequately measure damages, for each employee I have solicited, I agree that, in the event I breach this provision, I will pay the Company six (6) months’ worth of the new total compensation of the employee, or six (6) months’ worth of the total compensation of the employee when such employee left the Company, whichever is higher.

c. Non-solicitation and Non-Servicing of Customers.

Due to the confidential and trade secret nature of Company’s customer list and information, and the goodwill developed by the Company and its Affiliates with its customers (as defined below), I agree that during the Restricted Period, I will not, either directly or indirectly, separately or in association with others, on my own behalf, or on behalf of any other person, (1) solicit or accept from any customer business of the type performed by the Company or its Affiliates or persuade any customer to cease to do business or to reduce the amount of business which any such customer has customarily done or is reasonably expected to do with the Company or its Affiliates, or (2) render to or for any customer any services of the type rendered by the Company or its Affiliates.

As used in this Section 12, the term “customer” shall mean (1) anyone who is a customer of the Company or its Affiliates at the time my employment is terminated, or, if my employment has not terminated, at the time of the alleged prohibited conduct (any such applicable date being called the “Determination Date”); (2) anyone who was a customer of the Company or its Affiliates at any time during the one year period immediately preceding the Determination Date or (3) any prospective customer to whom the Company

or its Affiliates had made a new business presentation (or similar offering of services) at any time during the one year period immediately preceding the Determination Date, in each case with which or with whom I was involved as part of my service to the Company or its Affiliates (other than any such customer with which or with whom I conducted business prior to the commencement of my employment with the Company), or about which or whom I obtained Proprietary Information while employed by the Company.

13) No Disparagement.

During my employment with Company and after the termination thereof, I will not directly or indirectly make, or cause to be made, any statement, observation or opinion that disparages or impugns the business or reputation of the Company, its Affiliates, its products, business model, services, agents or employees; provided, however, that nothing herein shall prohibit me from cooperating in an investigation by any governmental agency or testifying truthfully in any legal proceeding.

14) Permitted Disclosures.

I understand that nothing in any agreement with the Company, including but not limited to Section 3 or 13 of this Agreement shall prohibit me from disclosing a trade secret of the Company or its Affiliates (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to my attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; or (3) if I file a lawsuit for retaliation based on my reporting of a suspected violation of law, to my attorney or in a related court proceeding, if I file any document containing the trade secret under seal and I do not disclose the trade secret, except pursuant to court order. Further, I understand that nothing in this Agreement shall prohibit or restrict me from making any disclosure of information or documents to any governmental agency or legislative body, any self-regulatory organization, in

each case, without advance notice to the Company.

15) Survival.

This Agreement (a) shall survive my employment by the Company; (b) does not in any way restrict my right to resign or the right of the Company to terminate my employment at any time, for any reason or for no reason; (c) inures to the benefit of the successors and assigns of the Company and therefore the Company may assign this Agreement without my consent to, including but not limited to, any of its subsidiaries or affiliates or to any successor (whether by merger, purchase, bankruptcy, reorganization or otherwise) to all or substantially all of the equity, assets or businesses of the Company; and (d) is binding upon my heirs and legal representatives.

16) Injunctive Relief.

I agree that if I violate, or threaten to violate, this Agreement, the Company will, by reason of such breach or threatened breach, suffer irreparable and continuing damage for which money damages are insufficient, and the Company shall be entitled to injunctive relief, without the need to post any bond, and/or a decree for specific performance, and such other relief as may be proper (including money damages if appropriate), to the extent permitted by law.

17) Notices.

Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows, with notice deemed given as indicated: (a) by personal delivery, when actually delivered;

(b) by overnight courier, upon written verification of receipt; (c) by facsimile transmission, 5 business hours after confirmation of completed transmission; or (d) by certified or registered mail, return receipt requested, upon verification of receipt. Notices to me shall be sent to any address in the Company’s records or such other address as I may provide in writing. Notices to the Company shall be sent to Company’s CEO with a copy to the Company’s General Counsel or to such other address as the Company may specify in writing.

18) Governing Law; Forum.

This Agreement shall be governed by the laws the laws of the State of New York, without giving effect to its conflict of laws principles. The Company and I each irrevocably consent to the exclusive jurisdiction of the federal and state courts located in New York County, New York, for any matter arising out of or relating to this Agreement, except that in actions seeking to enforce any order or any judgment of such federal or state courts located in New York, such personal jurisdiction shall be nonexclusive. I agree that service of process may be effectuated in a manner consistent with Section 17.

19) Reasonableness; Modification; Severability.

I acknowledge that the business of the Company and its Affiliates is and will be worldwide in scope, and that, as Chief Executive Officer, I have had significant access to the Proprietary Information of the business of the Company and its Affiliates and thus the covenants in Section 12 would be particularly ineffective if the covenants were limited to a particular geographic area. If any court of competent jurisdiction at any time deems any of the covenants set forth in Section 12 not fully enforceable, it is the intention and desire of the parties that the covenants be fully enforced to the extent the court finds them enforceable and, if necessary, that the court modify any provisions of this Agreement to the extent deemed necessary by the court to render them reasonable and enforceable and that the court enforce them to such extent (by example, that the Restricted Period be deemed to be the longest period permissible by law, but not in excess of the length provided for herein, and the Restricted Territory be deemed to comprise the largest territory permissible by law under the circumstances), to the extent that such provisions cannot be modified, it is the intention of the parties that the provisions be severable and that the invalidity of any one or more provisions of this Agreement

shall not affect the legality, validity and enforceability of the remaining provisions of this Agreement.

20) Waiver; Modification.

If the Company waives any term, provision or breach by me of this Agreement, such waiver shall not be effective unless it is In writing and signed by the Company. No waiver shall constitute a waiver of any other or subsequent breach by me. The failure of the Company at any time to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the Company’s right thereafter to enforce each and every provision hereof in accordance with its terms. This Agreement may be modified only if both the Company and I consent In writing.

21) Entire Agreement.

This Agreement, including the Employment Agreement and the Agreement to Arbitrate that I may have signed in connection with my employment by Company, represent my entire understanding with the Company with respect to the subject matter of this Agreement and supersede all previous understandings, written or oral.

***

I certify and acknowledge that I have carefully read all of the provisions of this Agreement and that I understand and will fully and faithfully comply with such provisions.

Signed:Dated:

Exhibit A

PRIOR INNOVATIONS

Check one of the following:

NO SUCH PRIOR INNOVATIONS EXIST. OR

YES, SUCH PRIOR INNOVATIONS EXIST AS DESCRIBED BELOW (include basic

description of each Prior

Innovation):

Signed:Dated: ________________________

EXHIBIT B

4

November 22, 2019

Megan Clarken

387 Park Avenue South New York, NY 10036

Additional Benefits Letter

Dear Megan,

Subject to the obtaining of the relevant permit required under French laws and regulations, congratulations on your 3 year assignment to France. To assist you (“Executive”) with your relocation from New York, USA to Paris, France, Criteo (“Company”) will provide the following support.

RELOCATION SUPPORT

• Relocation Allowance. Executive will be eligible to receive a relocation allowance (the “Relocation Allowance”) up to $50,000 in reimbursement for reasonable and actual, out-of-pocket expenses incurred by Executive in connection with Executive’s relocation from the United States to Paris, France, including airfare for Executive and Executive’s spouse, furniture and household goods moving expenses, incidentals and the cost of temporary housing for up to two (2) months; provided that, to obtain the Relocation Allowance, Executive must (i) promptly submit expenses with appropriate supporting documentation in accordance with Company’s policies and (ii) utilize vendors selected by Company in connection with Executive’s relocation. Any Relocation Allowance that Executive is entitled to receive shall be paid in 2020. Company may elect to pay such expenses directly to the applicable providers.

• Tax Assistance. Company shall provide Executive with reasonable tax assistance services for Executive’s tax year in which Executive’s employment with Company starts, and for each tax year thereafter during the term of Executive’s employment with Company (including Executive’s tax year in which termination of Executive’s employment occurs).

• Immigration Assistance. Company shall provide Executive with reasonable immigration assistance services for Executive and Executive’s spouse in connection with Executive’s relocation from the United States to Paris, France.

• Home Country Airfare. Company shall pay Executive the cost of airfare for Executive and Executive’s spouse for up to three (3) visits to Executive’s home country per calendar year during the term of Executive’s employment with Company.

• Housing Allowance. Company shall pay Executive a monthly housing allowance equal to $5,000 per month (or the equivalent amount in Euros) (net after required deductions for state and federal withholding tax, social security, social contributions, and all other applicable taxes and authorized payroll deduction) for the period commencing immediately upon the Executive obtaining housing in Paris, France, and ending on the third anniversary of such date (or, if earlier, in the month during which the Termination Date occurs). For purposes of the netting calculation described in the preceding sentence, “required deductions” will be calculated at the highest marginal tax (and other withholding) rates, regardless of the actual withholding rates used.

387 Park Ave South, 12^th Floor New York, NY 10016 Tel 646.410.0400

TERMINATION

In the event of an « Involuntary Termination » under Section 8.2 of the Criteo Corp. management agreement executed between you and Company dated November 22, 2019 (the “Management Agreement”), subject to

Section 8.7 of the Management Agreement, you will be entitled to the repatriation allowance (“Repatriation Allowance”) and continued healthcare set forth below:

• Repatriation Allowance: Executive’s Repatriation Allowance will be up to $50,000 in reimbursement for reasonable and actual, out-of-pocket expenses incurred by Executive in connection with Executive’s relocation from Paris, France back to Executive’s home country, including airfare for Executive and Executive’s spouse, and furniture and household goods moving expenses; provided that, to obtain the Repatriation Allowance, Executive must (x) promptly submit expenses with appropriate supporting documentation in accordance with Company’s policies and (y) utilize vendors selected by Company in connection with Executive’s repatriation. Company may elect to pay such expenses directly to the applicable providers. Any Repatriation Allowance, which may be paid in increments, that Executive is entitled to receive shall be paid within 30 days of submission of proper invoices by Executive, but no later than March 15th of the calendar year immediately following the year in which the Termination Date (as defined in the Management Agreement) occurs. In the event of termination under Section 8.4 or 8.5 of the Management Agreement, you will continue to be entitled to the benefits of the Tax Assistance benefits set forth above, and the Housing Allowance benefits set forth above (until the end of the second calendar month following such termination), and the above Repatriation Allowance.

• Continued Healthcare. Executive shall receive, on the sixtieth (60th) day following the Termination Date (as defined in the Management Agreement), a lump sum cash amount (less all applicable withholdings) equal to, if applicable, the cost of premiums for medical, dental, life insurance and disability insurance in France for Executive and Executive’s covered dependents that provides coverage substantially similar to the coverage provided under the medical, dental, life insurance and disability insurance provided to Executive by Company as of immediately prior to the Termination Date (as defined in the Management Agreement), in each case, for the period commencing on the first day of the month immediately following the Termination Date and ending on earlier of (x) the first anniversary of the Termination Date and (y) the first date on which Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another company’s or employer’s plan(s).

COMPENSATION AND OTHER TERMS

The Management Agreement, together with this letter, will continue to govern Executive’s employment with Criteo Corp., which terms remain unchanged (including the compensation referred to in Section 5 thereof), unless otherwise provided herein.

Your sincerely,

[Signature page follows]

CRITEO CORP.

By:

Ryan Damon

General Counsel and Secretary

EXECUTIVE

By:

Megan Clarken

387 Park Ave South, 12^th Floor New York, NY 10016 Tel 646.410.0400

`

EX-10.20

Exhibit 10.19

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (the “Agreement”) is made effective as of August 1, 2018 (“Effective Date”), by and between Criteo Corp. a Delaware corporation (“Company”) and Ryan Damon (“Executive”) (either party individually, a “Party”; collectively, the “Parties”).

WHEREAS, Company desires to retain the services of Executive as Executive Vice President, General Counsel and Corporate Secretary of Criteo S.A.

WHEREAS, the Parties desire to enter into this Agreement, including the Appendix attached hereto, the provisions of which are incorporated herein by reference (the “Appendix”), to set forth the terms and conditions of Executive’s employment by Company and to address certain matters related to Executive’s employment with Company;

NOW, THEREFORE, in consideration of the foregoing and the mutual provisions contained herein, and for other good and valuable consideration, the Parties agree as follows:

1.Employment. Company hereby employs Executive, and Executive hereby accepts such employment, upon the terms and conditions set forth herein.

2. Duties.

1.Position. Executive is employed in the position set forth in Section 2.1 of Appendix (the “Position”), and shall have the duties and responsibilities assigned by Company’s Chief Executive Officer (“CEO”) as may be reasonably assigned from time to time. Executive shall perform faithfully and diligently all those duties assigned to Executive.

2.Standard of Conduct/Full-time. During the term of this Agreement, Executive will act loyally and in good faith to discharge the duties of the Position, and will abide by all policies and decisions made by Company, as well as all applicable laws, regulations or ordinances. Executive will act solely on behalf of Company at all times. Executive shall devote Executive’s full business time and efforts to the performance of Executive’s assigned duties for Company, unless Executive notifies the CEO in advance of Executive’s intent to engage in other paid work and receives the CEO’s express written consent to do so.

3.Work Location. Executive’s principal place of work shall be located in the work location set forth in Section 2.3 of the Appendix or such other location as the parties may agree upon from time to time (the “Primary Work Location”).

3.Recoupment. Bonus, and other incentive and equity compensation paid or provided to Executive, whether pursuant to this Agreement or otherwise, shall be subject to the terms and conditions of such policy of recoupment or claw back of compensation as shall be adopted from time to time by the Board or its Compensation Committee as it deems necessary or desirable, including for the purpose of complying with the requirements of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (providing for recovery of erroneously awarded compensation), Section 304 of the Sarbanes-Oxley Act of 2002 (providing for forfeiture of certain bonuses and profits), and any implementing rules and regulations of the U.S. Securities and Exchange Commission and applicable listing standards of a national securities exchange adopted in accordance with any such Act (any such policy, the “Claw Back Policy”). The terms and conditions of the Claw Back Policy, including any changes to the Claw Back Policy put in place after the date of this Agreement, are hereby incorporated by reference into this Agreement.

4.At-Will Employment. Executive’s employment with Company is at-will and not for any

specified period and may be terminated at any time, with or without cause (as defined below) or advance notice, by either Executive or Company subject to the provisions regarding termination set forth below in Section 8. Any change to the at-will employment relationship must be by specific, written agreement signed by Executive and Company, and must be approved by Company’s CEO and Company’s Board of Directors (the “Board”). Nothing in this Agreement is intended to or should be construed to contradict, modify or alter this at-will relationship or the Company’s ability to modify Executive’s position and duties at any time in its sole and absolute discretion.

5. Compensation.

1.Base Salary. As compensation for Executive’s performance of Executive’s duties hereunder, Company shall pay to Executive a salary at the annual rate set forth in Section 5.1 of the Appendix (“Base Salary”), payable in equal monthly installments and in accordance with the normal payroll practices of Company, less required deductions for state and federal withholding tax, social security and all other employment taxes and authorized payroll deductions.

2.Equity. Subject to approval by the Board, Company may from time to time grant to Executive various forms of equity awards of, or related to, Company’s common stock (the “Equity Awards”), including the specific Equity Awards, if any, specified in Section 5.2 of the Appendix. The Equity Awards will be subject to the terms and conditions of the Criteo S.A. 2016 Stock Option Plan, Criteo S.A. 2015 Time-Based Free Share Plan, Criteo S.A. 2015 Performance-Based Free Share Plan, or any other subsequent employee equity plan approved in the future by the Board and, if applicable, Company’s stockholders, as designated by the Board (the “Plan” or “Plans”). The Equity Awards will also be subject to the terms and conditions contained in the applicable forms of award agreement adopted by the Board and shall include certain vesting provisions described in this Agreement.

3.Incentive Compensation. Executive will have the opportunity to earn incentive compensation subject to the terms and conditions contained in the Criteo Executive Bonus Plan which is approved by the Board and is subject to amendment from time to time by the Board in its sole and absolute discretion (a “Bonus”), subject to the express provisions, if any, set forth in Section 5.3 of the Appendix. Unless otherwise provided herein, the payment of any Bonus pursuant to this Section 5.3 shall be made in accordance with the normal payroll practices of Company, less required deductions for state and federal withholding tax, social security and all other employment taxes and authorized payroll deductions.

4.Performance and Salary Review. The Board will periodically review Executive’s performance on no less than an annual basis. Adjustments to salary or other compensation, if any, will be made by the Board in its sole and absolute discretion.

5.Additional Compensation Terms. Executive will be eligible to receive such additional compensation and/or benefits, if any, set forth in Section 5.5 of the Appendix.

6.Customary Fringe Benefits and Facilities. Executive will be eligible for all customary and usual fringe benefits generally available to executives of Company subject to the terms and conditions of Company’s benefit plan documents. Notwithstanding Company’s policies, Executive shall be entitled to annual paid vacation for the number of weeks set forth in Section 6 of the Appendix. Company reserves the right to change or eliminate the fringe benefits on a prospective basis, at any time, effective upon notice to Executive; provided, however, that during the period of employment under this

Agreement, Executive and his spouse and eligible dependents shall be entitled to receive all benefits of employment generally available to other senior executives of Company and those benefits for which key executives are or shall become eligible, when and as Executive becomes eligible therefore, including, without limitation, group health, life and disability insurance benefits and participation in Company’s 401(k) plan.

7.Business Expenses. Executive will be reimbursed for all reasonable and actual, out-of pocket business expenses incurred in the performance of Executive’s duties on behalf of Company. To obtain reimbursement, expenses must be submitted promptly with appropriate supporting documentation in accordance with Company’s policies. Any reimbursement Executive is entitled to receive shall (a) be paid no later than the last day of Executive’s tax year following the tax year in which the expense was incurred, (b) not be affected by any other expenses that are eligible for reimbursement in any tax year and

(c) not be subject to liquidation or exchange for another benefit.

8. Termination of Executive’s Employment.

1.Termination for Cause. Company may terminate Executive’s employment immediately at any time for Cause (as defined below). In the event that Executive’s employment is terminated in accordance with this Section, Executive shall be entitled to receive only unpaid Base Salary then in effect, prorated to the date of Executive’s termination of employment (the “Termination Date”), together with any amounts to which Executive is entitled pursuant to Section 6 and Section 7 of this Agreement (“Accrued Rights”). All other Company obligations to Executive pursuant to this Agreement shall be automatically terminated and completely extinguished upon such termination for Cause. Executive shall not be entitled to receive the Severance Benefits described in Sections 8.2 Or 9 below.

2.Involuntary Termination. In the event of any Involuntary Termination, Executive shall be entitled to receive Executive’s Accrued Rights. In addition, subject to Section 8.7, Company shall provide Executive with the following (the “Severance Benefits”), and all other Company obligations to Executive pursuant to this Agreement shall be automatically terminated and completely extinguished upon such Involuntary Termination:

(a)Cash Severance. Executive shall receive, on the sixtieth (60th) day following the Termination Date, a lump sum cash amount (less all applicable withholdings) equal to the sum of (i) the product of (x) the Months Base Salary Multiplier set forth in Section 8.2(a) of the Appendix and (y) Executive’s monthly Base Salary rate as then in effect (without giving effect to any reduction in Base Salary amounting to Good Reason), (ii) an amount equal to the product of (x) the Annual Bonus Multiplier and (y) Executive’s annual Bonus pursuant to Section 5.3 of this Agreement for the calendar year during which the termination occurs, calculated based on the Bonus that would be paid to Executive if his or her employment had not terminated and if all performance-based milestones were achieved at the 100% level by both Company and Executive, such Bonus to be, solely for the purpose of defining Severance Benefits, not less than the Minimum Bonus, if any, set forth in Section 8.2(a) of the Appendix, and (iii) all Bonus amounts earned for completed performance periods prior to the Termination Date but which otherwise remain unpaid as of the Termination Date.

(b) Continued Healthcare.

(i)If Executive and Executive’s eligible dependents then participating in Company’s group health insurance plans timely elect to receive continued healthcare coverage pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as

amended (“COBRA”), Company shall pay the premiums for such coverage for Executive and Executive’s covered dependents through the earlier of (i) the COBRA Coverage Period Termination Date set forth in Section 8.2(b)(i) of the Appendix and (ii) the first date on which Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s) (the “COBRA Payment Period”). After Company ceases to pay premiums pursuant to the preceding sentence, Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance the provisions of COBRA.

(ii)Notwithstanding the foregoing, if Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of the

nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended (the “Code”) or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended), then in lieu of providing the COBRA premiums, Company, in its sole discretion, may elect to instead pay Executive on the first day of each month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Executive may, but is not obligated to, use such Special Severance Payment toward the cost of COBRA premiums.

3.Acceleration of Vesting Based upon a Change in Control Followed Involuntary Termination. In the event of (i) a Change in Control and (ii) a subsequent Involuntary Termination that occurs within one year of such Change in Control, the vesting of all then unvested Equity Awards previously granted to Executive shall accelerate to the extent set forth below, provided Executive has complied with all aspects of this Agreement including the execution and non-revocation of the Release:

(a) Stock Options (“OSAs”) shall vest in full; (b) unvested RSUs and PSUs shall vest in full; provided, however, that the PSUs shall vest in the amount that would become vested assuming achievement of the target level of performance; and provided further, however, that, in all instances, (x) the provisions of the Criteo S.A. 2015 Time-Based Free Share Plan and Criteo S.A. 2015 Performance-Based Free Share Plan which prohibit the acceleration or shortening of the minimum vesting period of one year will continue to apply, such that no RSUs or PSUs granted within the one-year period prior to the Termination Date will vest hereunder, and (y) any PSUs or RSUs that may become so vested pursuant to this Section will be subject to a holding period until the second anniversary of the date of grant of the award, as required by French law and the terms of the Plans, as applicable, and the free shares relating to such vested RSUs or PSUs will be definitively acquired by Executive no earlier than the expiration of the required holding period. Notwithstanding anything to the contrary in the applicable Company Stock Option Plan (or any successor plan thereto), Executive’s vested OSAs that become vested pursuant to this Section 8.3 shall remain exercisable by Executive for the 12-month period following the Termination Date, but in no event later than the original expiration date of such OSA. In this connection, to the extent that this provision applies to any award of OSAs that are intended to be treated as “incentive stock options” Executive acknowledges and agrees that any such OSAs that are affected by this provision shall be treated as nonqualified OSAs. The award agreements pursuant to which Executive’s Company equity awards are granted shall contain provisions that are consistent with those set forth in this Section 8.3.

4.Termination upon Disability. Company may terminate Executive’s employment with Company at any time following Executive’s Disability. Upon termination following Disability, Executive shall be entitled to receive his or her Accrued Rights. In addition, subject to Section 8.7, Company shall provide Executive with the Disability Benefits, if any, set forth in Section 8.4 of the Appendix. All other Company obligations to Executive pursuant to this Agreement shall be automatically

terminated and completely extinguished upon such termination. Executive shall not be entitled to receive the Severance Benefits described in Section 8.2 above.

5.Termination upon Death. Executive’s employment shall terminate automatically upon Executive’s death. Upon termination as a result of Executive’s death, Executive’s estate or designated beneficiaries shall be entitled to receive Executive’s Accrued Rights. In addition, Executive’s estate or designated beneficiaries shall be entitled to the Death Benefits, if any, set forth in Section 8.5 of the Appendix. All other Company obligations to Executive pursuant to this Agreement shall be automatically terminated and completely extinguished on the date of death. Executive shall not be entitled to receive the Severance Benefits described in Section 8.2 above.

6.Voluntary Resignation by Executive. Executive may voluntarily resign from employment with Company for any reason, at any time, on thirty (30) days’ advance written notice. In the event of Executive’s resignation which is not a Resignation for Good Reason (and thus not an Involuntary Termination), Executive will be entitled to receive only his or her Accrued Rights. All other Company

obligations to Executive pursuant to this Agreement shall be automatically terminated and completely extinguished upon such termination. Executive shall not be entitled to receive the Severance Benefits described in Section 8.2 above.

7.Release and Forfeiture of Severance Benefits. The right of Executive to receive or to retain Severance Benefits pursuant to Section 8 shall be in consideration for, and subject to, (i) execution of and delivery to the Company of a release of claims substantially in the form attached asExhibit A to this Agreement, amended as necessary to comply with applicable law (the “Release”) and lapse of the period for revocation, if any, of the Release on or before the sixtieth (60th) day following the Termination Date without the Release having been revoked and (ii) Executive’s continued compliance with the Covenants as described in this Agreement, its attachments and exhibits, including those referenced in Section 11 and of this Agreement. In the event that Executive breaches any of the Covenants, Company shall have the right to (a) terminate any further provision of Severance Benefits not yet paid or provided, (b) seek reimbursement from Executive for any and all such Severance Benefits previously paid or provided to Executive, (c) recover from Executive all shares of stock of Company the vesting of which, or the option to purchase, was accelerated by reason of the Severance Benefits (or the proceeds therefrom, reduced by any exercise or purchase price paid to acquire such shares), and (d) to immediately cancel all Equity Awards the vesting of which was accelerated by reason of the Severance Benefits.

8.Definitions of Certain Terms. Certain capitalized terms not otherwise defined by this Agreement shall have the following meanings:

(a)“Cause” means (i) Executive’s material breach of this Agreement or of any lawful directive of the Company or Chief Executive Officer; (ii) Executive’s continued failure or refusal to perform any of his material duties and responsibilities of his position after written notice; (iii) Executive’s dishonesty, fraud or misconduct with respect to the business or affairs of the Criteo group companies which affects the operations or reputation of any of the Criteo group companies; (iv) Executive’s indictment, conviction, or entering a plea of guilty or nolo contendere for the commission of a felony or a crime involving material dishonesty; or (v) Executive’s failure to adhere to the policies, practices, rules or directives of the Company. Notwithstanding the foregoing, “Cause” to terminate Executive’s employment shall not exist unless (a) a written notice has first been delivered to him by the Company (the “Cure Notice”), which Cure Notice (1) specifically identifies the event(s) the Board of Directors believes constitutes Cause and (2) provides thirty (30) days from the date of such Cure Notice

for him to cure such circumstances (the “Cure Period”) and (b) the Executive has failed to timely cure such circumstances; provided that with respect to clauses (iii) and (iv) of this paragraph, the Company shall not be required to deliver a Cure Notice and such termination shall be effective immediately upon the delivery of a written notice (the “Cause Termination Notice”). If (other than in the case of clauses

(i)or (iv)) Executive fails to timely cure such circumstances in accordance with the foregoing, the Company may send a Cause Termination Notice to the Executive, in which case his employment with the Company shall thereupon be terminated for Cause.

(b)“Change in Control” means, with respect to any Equity Award, a “Change in Control” or similar term as defined by the award agreement or equity-based compensation plan of Company applicable to such Equity Award.

(c)“Disability” means a disability as defined by the group long-term disability insurance policy maintained by Company for the benefit of its employees. In the absence of such a policy, “Disability” means Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less 120 days.

(d) “Involuntary Termination” means the occurrence of either

(i) termination by Company of Executive’s employment with Company for any reason other than Cause or

(ii) Executive’s Resignation for Good Reason; provided, however that Involuntary Termination shall not include any termination of Executive’s employment which is (x) for Cause, (y) a result of Executive’s death or Disability, or (z) a result of Executive’s voluntary termination of employment which is not a Resignation for Good Reason. Company may terminate Executive’s employment with Company without Cause at any time on thirty (30) days’ advance written notice to Executive.

(e)“Resignation for Good Reason” means the voluntary resignation by Executive from employment with Company within ninety (90) days following the initial existence, without Executive’s express written consent, of any of the following conditions (each, a “Good Reason”):

(i) the failure by the Company to pay Executive any portion of his salary within ten (10) business days of the date such compensation is due, (ii) any requirement that he relocate or work at a location more than thirty five (35) miles from the Company’s offices to which the Executive reports to work (excluding reasonable travel requirements attendant to the performance or discharge of his duties), (iii) any material diminution of Executive’s duties, responsibilities or authorities as in effect immediately prior to the change (excluding for this purpose, following a Change in Control, a diminishment of his responsibilities relating to the Company’s ordinary shares no longer being publicly traded so long as Executive continues to serve in the position of Executive Vice President, General Counsel and Corporate Secretary of Criteo

S.A. following the Change in Control with substantially the same responsibility and duties with respect to the subsidiary, business unit or division substantially containing the company’s business following the Change in Control), or (iv) a material reduction in salary or other material breach of this Agreement by the Company. Notwithstanding the foregoing, “Good Reason” to terminate the Executive’s employment shall not exist unless (a) a written notice has first been delivered to the Board of Directors by the Executive (the “Good Reason Notice”), which Good Reason Notice (1) specifically identifies the event(s) that the Company believes constitutes Good Reason and (2) provides 30 days from the date of such Good Reason Notice for the Company to cure such circumstances (the “Good Reason Period”) and (b) the Company has failed to timely cure such circumstances. If the Company fails to timely cure such circumstances in accordance with the foregoing, Executive may send a notice to the Board of Directors that he is terminating his employment for Good Reason (“Good Reason Termination Notice”), in which case his employment shall thereupon be terminated for Good Reason. If any Good Reason Notice shall

not have been delivered by Executive within ninety (90) days following the date that he becomes aware of the purported existence of a Good Reason event, or any Good Reason Termination Notice shall not have been delivered by him within thirty (30) days following the end of the Good Reason Period, then any purported termination of his employment relating to the applicable event shall not be a termination for Good Reason hereunder and Executive will be deemed to have consented to and forever waived the Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign from his office without Good Reason or he may continue in office subject to the terms of the agreement.

9. Golden Parachute Payments.

1.In the event that any of the severance payments and other benefits provided by this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section, would be subject to the excise tax imposed by Section 4999 of the Code (“Excise Tax”), then Executive’s severance payments and benefits under this Agreement or otherwise shall be payable either

(a) in full, or

(b)in such lesser amount which would result in no portion of such severance payments or benefits being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by Executive, on an after-tax basis, of the greatest amount of severance payments and benefits under this Agreement or otherwise, notwithstanding that all or some portion of such severance payments or benefits

may be taxable under Section 4999 of the Code. Any reduction in the severance payments and benefits required by this Section will made in the following order: (i) reduction of cash payments; (ii) reduction of accelerated vesting of equity awards other than stock options; (iii) reduction of accelerated vesting of stock options; and (iv) reduction of other benefits paid or provided to Executive. In the event that acceleration of vesting of equity awards is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive’s equity awards. If two or more equity awards are granted on the same date, each award will be reduced on a pro-rata basis.

2.The professional firm engaged by Company for general tax purposes as of the day prior to the date of the event that might reasonably be anticipated to result in severance payments and benefits that would otherwise be subject to the Excise Tax will perform the foregoing calculations. If the tax firm so engaged by Company is serving as accountant or auditor for the acquiring company, Company will appoint a nationally recognized tax firm to make the determinations required by this Section. Company will bear all expenses with respect to the determinations by such firm required to be made by this Section. Company and Executive shall furnish such tax firm such information and documents as the tax firm may reasonably request in order to make its required determination. The tax firm will provide its calculations, together with detailed supporting documentation, to Company and Executive as soon as practicable following its engagement. Any good faith determinations of the tax firm made hereunder will be final, binding and conclusive upon Company and Executive.

3.As a result of the uncertainty in the application of Sections 409A, 280G or 4999 of the Code at the time of the initial determination by the professional firm described in Section 10.2, it is possible that the Internal Revenue Service (the “IRS”) or other agency will claim that an Excise Tax greater than that amount, if any, determined by such professional firm for the purposes of Section 10.1 is due (the “Additional Excise Tax”). Executive will notify Company in writing of any claim by the IRS or

other agency that, if successful, would require payment of Additional Excise Tax. Executive and Company shall each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of liability for Excise Tax with respect to payments made or due to Executive. Company shall pay all reasonable fees, expenses and penalties of Executive relating to a claim by the IRS or other agency. In the event it is finally determined that a further reduction would have been required under Section 10.1 (b) to place Executive in a better after-tax position, Executive shall repay Company such amount within thirty (30) days thereof in order to effect such result.

10.No Conflict of Interest. During the term of Executive’s employment with Company, Executive must not engage in any work, paid or unpaid, that creates an actual or potential conflict of interest with Company. If the Board reasonably believes such a conflict exists during the term of this Agreement, the Board may ask Executive to choose to discontinue the other work or resign employment with Company.

11.Protective Covenants Agreement . Executive agrees to read, sign and abide by Company’s Protective Covenants Agreement attached as Exhibit B, which is incorporated herein by reference.

12.Agreement to Mediate and Arbitrate. In the event a dispute arises in connection with this Agreement, Company and Executive agree to submit the dispute to non-binding mediation, with the mediator to be selected and compensated by Company. In the event a resolution is not reached through mediation, then, to the fullest extent permitted by law, Executive and Company agree to arbitrate any controversy, claim or dispute between them arising out of or in any way related to this Agreement, the employment relationship between Company and Executive and any disputes upon termination of employment, including but not limited to breach of contract, tort, discrimination, harassment, wrongful termination, demotion, discipline, failure to accommodate, family and medical leave, compensation or benefits claims, constitutional claims; and any claims for violation of any local, state or federal law, statute, regulation or ordinance or common law. Claims for breach of Company’s Protective Covenants

Agreement, workers’ compensation, unemployment insurance benefits and Company’s right to obtain injunctive relief are excluded. For the purpose of this agreement to arbitrate, references to “Company” include all parent, subsidiary or related entities and their employees, supervisors, officers, directors, agents, pension or benefit plans, pension or benefit plan sponsors, fiduciaries, administrators, affiliates and all successors and assigns of any of them, and this Agreement shall apply to them to the extent Executive’s claims arise out of or relate to their actions on behalf of Company.

1.Initiation of Arbitration. Either party may exercise the right to arbitrate by providing the other party with written notice of any and all claims forming the basis of such right in sufficient detail to inform the other party of the substance of such claims. In no event shall the request for arbitration be made after the date when institution of legal or equitable proceedings based on such claims would be barred by the applicable statute of limitations.

2.Arbitration Procedure. The arbitration will be conducted in Santa Clara County, California by a single neutral arbitrator and in accordance with the then current rules for resolution of employment disputes of the American Arbitration Association (“AAA”). The parties are entitled to representation by an attorney or other representative of their choosing. The arbitrator shall have the power to enter any award that could be entered by a judge of the trial court of the State of California, and only such power, and shall follow the law. The parties agree to abide by and perform any award rendered by the arbitrator. Judgment on the award may be entered in any court having jurisdiction thereof.

3.Costs of Arbitration. Each party shall bear one half the cost of the arbitration filing and hearing fees, and the cost of the arbitrator.

13. Successors.

1.Company’s Successors. Any successor to Company (whether direct or indirect and whether by purchase, merger, consolidation, liquidation or otherwise) to all or substantially all of Company’s business and/or assets (a “Successor”) shall assume the obligations under this Agreement and agree expressly to perform the obligations under this Agreement in the same manner and to the same extent as Company would be required to perform such obligations in the absence of a succession. For all purposes under this Agreement, the term “Company” shall include any Successor becomes bound by the terms of this Agreement by operation of law.

2.Executive’s Successors. The terms of this Agreement and all rights of Executive hereunder shall inure to the benefit of, and be enforceable by, Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

14. Notice.

1.General. Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or one day following mailing via Federal Express or similar overnight courier service. In the case of Executive, mailed notices shall be addressed to Executive at Executive’s home address that Company has on file for Executive. In the case of Company, mailed notices shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of its Chief Executive Officer.

2.Notice of Termination. Any termination by Company for Cause or by Executive pursuant to a Resignation for Good Reason shall be communicated by a notice of termination to the other party hereto given in accordance with Section 14.1 of this Agreement. Such notice shall indicate the specific termination provision in this Agreement relied upon, shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination under the provision so indicated, and shall specify the termination date, consistent with the requirements of this Agreement. The failure by Executive to include in the notice any fact or circumstance that contributes to a showing of the existence of Good Reason shall not waive any right of Executive hereunder or preclude Executive from asserting such fact

or circumstance in enforcing his rights hereunder.

15.Compliance with Section 409A of the Code. The parties intend that this Agreement (and all payments and other benefits provided under this Agreement) be exempt from the requirements of Section 409A of the Code and the regulations and ruling issued thereunder (collectively “Section 409A”), to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4), the involuntary separation pay plan exception described in Treasury Regulation Section 1.409A-1(b)(9)(iii), or otherwise. To the extent Section 409A is applicable to such payments, the parties intend that this Agreement (and such payments and benefits) comply with the deferral, payout and other limitations and restrictions imposed under Section 409A. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted, operated and administered in a manner consistent with such intentions. Without limiting the generality of the foregoing, and notwithstanding any other provision of this Agreement to the contrary:

1.Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent any payments or benefits payable under this Agreement on account of Executive’s termination of employment constitute a deferral of compensation subject to Section 409A of the Code, no amount payable pursuant to this Agreement shall be paid unless and until Executive has incurred a “separation from service” within the meaning of Section 409A. Furthermore, to the extent that Executive is a “specified employee” within the meaning of Section 409A (determined using the identification methodology selected by Company from time to time, or if none, the default methodology) as of the date of Executive’s separation from service, no amount that constitutes a deferral of compensation which is payable on account of Executive’s separation from service shall paid to Executive before the date (the “Delayed Payment Date”) which is first day of the seventh month after the date of Executive’s separation from service or, if earlier, the date of Executive’s death following such separation from service. All such amounts that would, but for this Section, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date without interest.

2.Each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments.

3.With regard to any provision in this Agreement that provides for reimbursement of expenses or in-kind benefits, except for any expense, reimbursement or in-kind benefit provided pursuant to this Agreement that does not constitute a “deferral of compensation,” within the meaning of Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be deemed to be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect, and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred.

4.Company intends that income provided to Executive pursuant to this Agreement will not be subject to taxation under Section 409A of the Code. However, Company does not guarantee any particular tax effect for income provided to Executive pursuant to this Agreement.

16. General Provisions.

1.Unfunded Obligation. Any amounts payable to Executive pursuant to this Agreement are unfunded obligations. Company shall not be required to segregate any monies from its general funds, or to create any trusts, or establish any special accounts with respect to such obligations. Company shall retain at all times beneficial ownership of any investments, including trust investments, which Company may make to fulfill its payment obligations hereunder. Any investments or the creation

or maintenance of any trust or any account shall not create or constitute a trust or fiduciary relationship between the Board or Company and Executive, or otherwise create any vested or beneficial interest in Executive or Executive’s creditors in any assets of Company.

2.No Duty to Mitigate. Executive shall not be required to mitigate the amount of any payment or benefit contemplated by this Agreement by seeking employment with a new employer or otherwise, nor shall any such payment or benefit be reduced by any compensation or benefits that Executive may receive from employment by another employer other than as provided in Section 7.2(c).

3.Waiver. No provision of this Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by Executive and by an authorized officer of Company (other than Executive). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

4.Attorneys’ Fees. In any dispute relating to this Agreement, the losing party shall pay the attorneys’ fees of the prevailing party in addition to its own attorneys’ fees. Any reimbursement of attorney’s fees to which Executive is entitled and which are treated for federal income tax purposes as compensation shall (a) be paid no later than the last day of Executive’s tax year following the tax year in which the expense was incurred, (b) not be affected by any other expenses that are eligible for reimbursement in any tax year and (c) not be subject to liquidation or exchange for another benefit.

5.Tax Withholding. All payments made pursuant to this Agreement will be subject to withholding of applicable taxes.

6.Choice of Law; Venue. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of California without giving effect to any conflict of law principles. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the Parties that is not subject to arbitration pursuant to Section 12, the parties hereby submit to and consent to the jurisdiction of the State of California and agree that such litigation shall be conducted only in the courts of Santa Clara County, CA, or the federal courts of the United States for the Northern District of California, and no other courts.

7.Severability. In the event any provision of this Agreement is found to be unenforceable by an arbitrator or court of competent jurisdiction, such provision shall be deemed modified to the extent necessary to allow enforceability of the provision as so limited, it being intended that the parties shall receive the benefit contemplated herein to the fullest extent permitted by law. If a deemed modification is not satisfactory in the judgment of such arbitrator or court, the unenforceable provision shall be deemed deleted, and the validity and enforceability of the remaining provisions shall not be affected thereby.

8.Benefits Not Assignable. Except as otherwise provided herein or by law, no right or interest of Executive under this Agreement shall be assignable or transferable, in whole or in part, either directly or by operation of law or otherwise, including, without limitation, by execution, levy, garnishment, attachment, pledge or in any other manner, and no attempted transfer or assignment thereof shall be effective. No right or interest of Executive under this Agreement shall be liable for, or subject to, any obligation or liability of Executive.

9.Further Assurances. From time to time, at Company’s request and without further consideration, Executive shall execute and deliver such additional documents and take all such further action as reasonably requested by Company to be necessary or desirable to make effective, in the most expeditious manner possible, the terms of this Agreement and the Release, and to provide adequate assurance of Executive’s due performance thereunder.

10.Interpretation; Construction. The headings set forth in this Agreement are for

convenience only and shall not be used in interpreting this Agreement. This Agreement has been drafted by legal counsel representing Company, but Executive has participated in the negotiation of its terms. Furthermore, Executive acknowledges that Executive has had an opportunity to review and revise the

Agreement and have it reviewed by legal counsel, if desired, and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.

11.Survival. Those provisions that by their nature are intended to survive termination or expiration of this Agreement shall so survive.

17.Entire Agreement. This Agreement, together with the Plan and any agreement evidencing an Equity Award described in Section 5.2, the Executive Bonus Plan described in Section 5.3, the Appendix attached hereto, the Form of Confidential Separation and Release Agreement attached hereto as Exhibit A and the Protective Covenants Agreement attached hereto as Exhibit B, constitutes the entire agreement between the Parties relating to this subject matter and supersedes all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral, including the June 22, 2018 Offer of Employment to the Executive from the Company. This Agreement may be amended or modified only with the written consent of Executive and the Board. No oral waiver, amendment or modification will be effective under any circumstances whatsoever.

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THE PARTIES TO THIS AGREEMENT HAVE READ THE FOREGOING AGREEMENT AND FULLY UNDERSTAND EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED THIS AGREEMENT ON THE DATES SHOWN BELOW.

EXECUTIVE /s/ Ryan Damon	/s/ Jean-Baptiste Rudelle
Date: 2018-08-01	Date: 2018-07-26

[Signature Page to Restated Executive Employment Agreement]

APPENDIX TO

RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

This Appendix to Executive Employment Agreement forms a part of the Executive Employment Agreement (the “Agreement”) between [COMPANY], a Delaware corporation (“Company”) and

(“Executive”) made effective as of, 2018. Section references below refer to sections of the Agreement.

Section 2.1	Executive is employed as Executive Vice President, General Counsel and Corporate Secretary of Criteo S.A..
Section 2.3	Executive’s work location is Paris, France or New York, NY.
Section 5.1	Executive’s annual salary rate is $415,000.
Section 5.2	Subject to the review and absolute discretion of the Criteo S.A. Compensation Committee and Board of directors, Executive will receive the following Equity grants: 25,000 free shares/[time-based] restricted stock units (“RSUs”) of Criteo S.A., the Company’s parent company (the “Parent”). An option (the “Option”) to purchase 65,500 ordinary shares (the “Shares”) of Criteo S.A., the Parent Company.
Section 5.3	The target annual bonus is 50% of Salary or $207,500.
Section 5.5	A sign-on bonus of $100,000 to be paid as part of the first regularly scheduled payroll payment, less required deductions for state and federal withholding tax, social security and all other employment taxes and/or authorized payroll deductions. Executive hereby agrees to repay the above sign-on bonus, net of payroll deductions, in the event that the employment of Executive is terminated i) by Executive other than for Good Reason or ii) by the Company for Cause, in either case during the first year of Executive’s employment. Relocation benefits will be as provided in the Assignment Side Letter attached as Exhibit C.
Section 6	You will be eligible to accrue twenty (20) vacation days per year.
Section 8.2(a)	Executive’s “Months Base Salary Multiplier” is twelve (12) for the first year of employment and six (6) thereafter. Executive’s “Annual Bonus Multiplier” is one (1) for the first year of employment and 50% (.5) thereafter. Notwithstanding the above, in the event of a Change in Control and a subsequent Involuntary Termination within 12 months following the date of such Change in

	Control, Executive’s “Months Base Salary Multiplier” is twelve (12) and Executive’s “Annual Bonus Multiplier” is one (1).
Section 8.2(b)(i)	Executive’s COBRA Coverage Period Termination Date is the 12th month following the Termination Date.
Section 8.4	Disability Benefits shall be as provided by the Company to similarly situated employees
Section 8.5	N/A
Section 8.6	N/A

END OF APPENDIX

EXHIBIT A

FORM OF

CONFIDENTIAL SEPARATION AND RELEASE AGREEMENT

ThisConfidentialSeparationandReleaseAgreement(“Agreement”)isbetween

(“Employee”) and Criteo Corp. (the “Company”) (hereinafter the “parties”), and is entered into as of. This Agreement will not become effective until the expiration of seven (7) days from Employee’s execution of this Agreement (the “Effective Date”).

WHEREAS, Employee has been employed by Company asand is a party to that certain Employment Agreement dated, as amended by and between Company and Employee as then in effect immediately prior to the Effective Date (the “Employment Agreement”).

WHEREAS, the Employee’s employment with Company was terminated effective as of

, 20(the “Termination Date”);

WHEREAS, Company and Employee desire to avoid disputes and/or litigation regarding Employee’s termination from employment or any events or circumstances preceding or coincident with the termination from employment; and

WHEREAS, Company and Employee have agreed upon the terms on which Employee is willing, for sufficient and lawful consideration, to compromise any claims known and unknown which Employee may have against Company.

WHEREAS, the parties desire to settle fully and finally, in the manner set forth herein, all differences between them which have arisen, or which may arise, prior to, or at the time of, the execution of this Agreement, including, but in no way limited to, any and all claims and controversies arising out of the employment relationship between Employee and Company, and the termination thereof;

NOW, THEREFORE, in consideration of these recitals and the promises and agreements set forth in this Agreement, Employee’s employment with Company will terminate upon the following terms:

1.General Release: Employee for himself or herself and on behalf of Employee’s attorneys, heirs, assigns, successors, executors, and administrators IRREVOCABLY AND UNCONDITIONALLY RELEASES, ACQUITS AND FOREVER DISCHARGES Company and any current or former stockholders, employee, officer, directors, parent, subsidiary, affiliated, and related corporations, firms, associations, partnerships, and entities, and their successors and assigns, from any and all claims and causes of action whatsoever, whether known or unknown or whether connected with Employee’s employment by Company or not, which may have arisen, or which may arise, prior to, or at the time of, the execution of this Agreement, including, but not limited to, any claim or cause of action arising out of any contract, express or implied, any covenant of good faith and fair dealing, express or implied, any tort (whether intentional or released in this agreement), or under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Worker Adjustment and Retraining Notification (WARN) Act, the

Older Workers Benefit Protection Act, or any other municipal, local, state, or federal law, common or statutory.

2.Covenant Not to Sue: Employee also COVENANTS NOT TO SUE, OR OTHERWISE PARTICIPATE IN ANY ACTION OR CLASS ACTION against Company or any of the released parties based upon any of the claims released in this Agreement.

3.Severance Terms: Upon the expiration of seven (7) days from Employee’s execution of this Agreement and provided that this Agreement has become effective in accordance with its terms, in consideration for the promises, covenants, agreements, and releases set forth herein and in the Employment Agreement, Company agrees to pay Employee the Severance Benefits as defined in and pursuant to the Employment Agreement (the “Severance Benefits”).

4.Right to Revoke: Employee may revoke this Agreement by notice to Company, in writing, received within seven (7) days of the date of its execution by Employee (the “Revocation Period”). Employee agrees that Employee will not receive the benefits provided by this Agreement if Employee revokes this Agreement. Employee also acknowledges and agrees that if Company has not received from Employee notice of Employee’s revocation of this Agreement prior to the expiration of the Revocation Period, Employee will have forever waived Employee’s right to revoke this Agreement, and this Agreement shall thereafter be enforceable and have full force and effect.

5.Acknowledgement: Employee acknowledges and agrees that: (A) except as to any Severance Benefits which remain unpaid as of the date of this Agreement, no additional consideration, including salary, wages, bonuses or Equity Awards as described in the Employment Agreement, is to be paid to him by Company in connection with this Agreement; (B) except as provided by this Agreement, Employee has no contractual right or claim to the Severance Benefits; and, (C) payments pursuant to this Agreement shall terminate immediately if Employee breaches any of the provisions of this Agreement.

6.Non-Admissions: Employee acknowledges that by entering into this Agreement, Company does not admit, and does specifically deny, any violation of any local, state, or federal law.

7.Confidentiality: Employee agrees that Employee shall not directly or indirectly disclose the terms, amount or fact of this Agreement to anyone other than Employee’s immediate family or counsel, bankers or financial advisors, except as such disclosure may be required for accounting or tax reporting purposes or as otherwise may be required by law.

8.Nondisparagement: Each party agrees that it will not make any statements, written or verbal, or cause or encourage others to make any statements, written or verbal, that defame, disparage or in any way criticize the personal or business reputation, practices or conduct of the other including, in the case of Company, its employees, directors and stockholders.

9.Acknowledgement of Restrictions; Confidential Information: Employee acknowledges and agrees that Employee has continuing non-competition, non-solicitation and non-disclosure obligations under the Employment Agreement and the Protective Covenants Agreement between Employee and Company. Employee acknowledges and reaffirms Employee’s obligation to continue abide fully and completely with all post-employment provisions of the Protective Covenants Agreement and agrees that nothing in this Agreement shall operate to excuse or otherwise relieve Employee of such obligations.

10 Permitted Disclosures: Pursuant to 18 U.S.C. § 1833(b), the Employee understands that he will not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret of the Company that (i) is made (A) in confidence to a Federal, State, or local government official, either directly or indirectly, or to his attorney and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. The Employee understands that if he files a lawsuit for

retaliation by the Company for reporting a suspected violation of law, he may disclose the trade secret to his attorney and use the trade secret information in the court proceeding if he (x) files any document containing the trade secret under seal, and (y) does not disclose the trade secret, except pursuant to court order. Nothing in this Agreement, or any other agreement that the Employee has with the Company, is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such section. Further, nothing in this Agreement or any other agreement that the Employee has with the Company shall prohibit or restrict him from making any voluntary disclosure of information or documents concerning possible violations of law to any governmental agency or legislative body, or any self-regulatory organization, in each case, without advance notice to the Company.

1.Severability: If any provision of this Agreement is held to be illegal, invalid, or unenforceable, such provision shall be fully severable and/or construed in remaining part to the full extent allowed by law, with the remaining provisions of this Agreement continuing in full force and effect.

2.Entire Agreement: This Agreement, along with the Employment Agreement and the Protective Covenants Agreement which are referred to above, constitute the entire agreement between the Employee and Company, and supersede all prior and contemporaneous negotiations and agreements, oral or written. This Agreement cannot be changed or terminated except pursuant to a written agreement executed by the parties. Notwithstanding the foregoing, neither this Agreement nor the Employment Agreement shall apply to, modify or in any way supersede obligations arising from any of i) the terms of directors and officers insurance or ii) any indemnification agreement for the benefit of the Employee as a result of the Employee’s position as a director or officer of the Company or one of its affiliates.

3.Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of California, except where preempted by federal law.

4. Statement of Understanding: By executing this Agreement, Employee acknowledges that

(a) Employee has had at least twenty-one (21) or forty-five (45) days, as applicable in accordance with the Age Discrimination in Employment Act, as amended, to consider the terms of this Agreement and has considered its terms for such a period of time or has knowingly and voluntarily waived Employee’s right to do so by executing this Agreement and returning it to Company; (b) Employee has been advised by Company to consult with an attorney regarding the terms of this Agreement; (c) Employee has consulted with, or has had sufficient opportunity to consult with, an attorney of Employee’s own choosing regarding the terms of this Agreement; (d) any and all questions regarding the terms of this Agreement have been asked and answered to Employee’s complete satisfaction; (e) Employee has read this Agreement and fully understands its terms and their import; (f) except as provided by this Agreement, Employee has no contractual right or claim to the benefits and payments described herein; (g) the consideration provided for herein is good and valuable; and (h) Employee is entering into this Agreement voluntarily, of Employee’s own free will, and without any coercion, undue influence, threat, or intimidation of any kind or type whatsoever.

EXECUTIVE	COMPANY
Date:	Date:

EXHIBIT B

PROTECTIVE COVENANTS AGREEMENT

I, the undersigned, acknowledge the importance to Criteo Corp. (the "Company") of protecting the confidential information of the Company, its parents, subsidiaries and affiliates (the "Company and its Affiliates") and their other legitimate interests, including without limitation the valuable confidential information and goodwill that they have developed or acquired. Therefore, in consideration of my employment with the Company, and my being granted access to trade secrets and other confidential information of the Company and its Affiliates and for other good and valuable consideration, the receipt and sufficiency of which I hereby agree as follows:

1) Duties.

In return for the compensation now and hereafter paid to me, will not (a) reveal, disclose or otherwise make available to any person any Company password or key, whether or not the password or key is assigned to me or (b) obtain, possess or use in any manner a Company password or key that is not assigned to me. I will use my best efforts to prevent the unauthorized use of any laptop or personal computer, peripheral device, software or related technical documentation that the Company issues to me, and I will not input, load or otherwise attempt any unauthorized use of software in any Company computer, whether or not such computer is assigned to me.

2) "Proprietary Information" Definition.

"Proprietary Information" includes (a) any information that is confidential or proprietary, technical or non-technical information of Company and its Affiliates, including for example and without limitation, information related to Innovations (as defined in Section 4 below), pricing, margins, merchandising plans and strategies, finances, financial and accounting data and information, customers, suppliers and advertisers purchasing data, concepts, techniques, processes, methods, systems, designs, computer programs, source documentation, trade secrets, formulas, development or experimental work, work in progress, forecasts, proposed and future products, sales and marketing plans, business and any other nonpublic information that has commercial value; (b) any information Company has received from others that the Company is obligated to treat as confidential or proprietary, which may be made known to me by Company, a third party or otherwise that I may learn during my employment with Company; and (c) knowledge of developments, ways of business, etc., which may in themselves be generally known but whose use by the Company is not generally known.

3) Ownership and Nondisclosure of Proprietary Information.

All Proprietary Information is the sole property of Company, Company's assigns, Company's customers and Company's suppliers, as applicable. Company, Company's assigns, Company's customers and Company's suppliers, as applicable, are the sole and exclusive owners of all patents, copyrights, trade secrets and other rights in and to the Proprietary Information. I will not disclose any Proprietary Information to anyone outside Company, and I will use and disclose Proprietary Information to those inside Company only as may be necessary in the ordinary course of performing my duties as an employee of Company. If I have any questions as to whether information constitutes Proprietary Information, or to whom, if anyone, inside Company, any Proprietary Information may be disclosed, I will consult with my direct superior. Nothing in this this Agreement shall prohibit me from disclosing a Company trade secret (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; or (3) if I file a lawsuit for retaliation based on me reporting a suspected violation of law, to my attorney or in a related court proceeding, if I file any document containing the trade secret under seal and do not disclose the trade secret, except pursuant to court order.

4) "Innovations" Definition in this Agreement.

"Innovations" includes all discoveries, designs, developments, improvements, inventions (whether or not protectable under patent laws), works of authorship, information fixed in any tangible medium of expression (whether or not protectable under copyright laws), trade secrets, know-how, ideas (whether or not protectable under trade secret laws), trademarks, service marks, trade names and trade dress, business plans and modes of doing business.

5) Disclosure and License of Prior Innovations.

I have listed on Exhibit A ("Prior Innovations") attached hereto all Innovations relating in any way to Company's business or demonstrably anticipated research and development or business, which were conceived, reduced to practice, created, derived, developed, or made by me prior to my employment with Company (collectively, the "Prior Innovations"). I represent that I have no rights in any such Company-related Innovations other than those Innovations listed in Exhibit A ("Prior Innovations"). If nothing is listed on Exhibit A ("Prior Innovations"), I represent that there are no Prior Innovations at the time of signing this

Agreement. I hereby grant to Company and Company's designees a royalty-free, irrevocable, worldwide, fully paid-up license (with rights to sublicense through multiple tiers of sublicensees) to practice all patent, copyright, moral right, trade secret and other intellectual property rights relating to any Prior Innovations that I incorporate, or permit to be incorporated, in any Innovations that I, solely or jointly with others, conceive, develop or reduce to practice during my employment with Company (the "Company Innovations"). Notwithstanding the foregoing, I will not incorporate, or permit to be incorporated, any Prior Innovations in any Company Innovations without Company's prior written consent.

6) Disclosure, nature and Assignment of Company Innovations.

I will promptly disclose and describe to Company all Company Innovations. All Company Innovations are works made for hire within the meaning of the U.S. Copyright Act, and as such would be solely owned by Company. To the extent any such content cannot be designated work made for hire within the meaning of the U.S. Copyright Act, I hereby do and will assign to Company or Company's designee all my right, title, and interest in and to any and all Company Innovations. To the extent any of the rights, title and interest in and to Company Innovations cannot be assigned by me to Company, I hereby grant to Company an exclusive, royalty-free, transferable, irrevocable, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to practice such non-assignable rights, title and interest. To the extent any of the rights, title and interest in and to Company Innovations can neither be assigned nor licensed by me to Company, I hereby irrevocably waive and agree never to assert such non-assignable and non-licensable rights, title and interest against Company or any of Company's successors in interest. This Section 5 shall not apply to any Innovations that (a) do not relate, at the time of conception, reduction to practice, creation, derivation, development or making of such Innovation to Company's business or actual or demonstrably anticipated research, development or business; and (b) were developed entirely on my own time; and (c) were developed without use of any of Company's equipment, supplies, facilities or trade secret information; and (d) did not result from any work I performed for Company.

7) Future Innovations.

I will disclose promptly in writing to Company all Innovations conceived, reduced to practice, created, derived, developed, or made by me during the term of my employment and for three (3) months thereafter, whether or not I believe such Innovations are subject to this Agreement, to permit a determination by Company as to whether or not the Innovations should be considered Company Innovations. Company will receive any such information in confidence.

8) Notice of Non-assignable Innovations to Employees In California.

This Agreement does not apply to an Innovation that qualifies fully as a non-assignable invention under the provisions of Section 2870 of the California Labor Code. I have reviewed the notification In Exhibit B ("Limited Exclusion Notification") and agree that my signature acknowledges receipt of the notification.

9) Cooperation in Perfecting Rights to Innovations.

I agree to perform, during and after my employment, all acts that Company deems necessary or desirable to permit and assist Company, at its expense, in obtaining and enforcing the full benefits, enjoyment, rights and title throughout the world in the Innovations as provided to Company under this Agreement. If Company is unable for any reason to secure my signature to any document required to file, prosecute, register or memorialize the assignment of any rights or application or to enforce any right under any Innovations as provided under this Agreement, I hereby irrevocably designate and appoint Company and Company's duly authorized officers and agents as my agents and attorneys-in-fact to act for and on my behalf and instead of me to take all lawfully permitted acts to further the filing, prosecution, registration, memorialization of assignment, issuance and enforcement of rights under such Innovations, all with the same legal force and effect as if executed by me. The foregoing is deemed a power coupled with an interest and is irrevocable.

10) Return of Materials.

At any time upon Company's request, and when my employment with Company is over, I will return all materials (including, without limitation, documents, drawings, papers, diskettes and tapes) containing or disclosing any Proprietary Information (including all copies thereof), as well as any keys, pass cards, identification cards, computers, printers, pagers, personal digital assistants or similar items or devices that the Company has provided to me. I will provide Company with a written certification of my compliance with my obligations under this Section.

11) Duty of Loyalty.

I agree that while I am employed by the Company, (a) I have an undivided duty of loyalty and fair dealing to the Company and will work for the best interests of the Company and not take over any of the Company's business opportunities or prospective business opportunities for my personal gain and/or to the detriment of the Company; and (b) I will not engage in any other employment or business activity without written permission from executive management; and (c) I will not engage in any other activities that conflict with my obligations to the Company.

12) Workforce Protection.

Because I recognize that solicitation of the Company's employees, consultants and contractors will interfere with, impair, disrupt or damage the Company's business, I agree that during my employment and for a period of one (1) year after the termination of my employment, regardless of the reason for such termination, I will not, directly or indirectly, separately, or in association with

others, solicit any of the Company's employees, or cause others to do so, or persuade or attempt to persuade any employee of the Company to leave the employ of the Company or to become employed by anyone other than the Company.

13) No Disparagement.

During my employment with Company and after the termination thereof, I will not disparage Company, its products, business model, services, agents or employees; provided, however, nothing herein shall prohibit me from cooperating in an investigation by any governmental agency or testifying truthfully in any legal proceeding.

14)Survival.

This Agreement (a) shall survive my employment by Company; (b) does not in any way restrict my right to

resign or the right of Company to terminate my employment at any time, for any reason or for no reason; (c) inures to the benefit of successors and assigns of Company; and (d) is binding upon my heirs and legal representatives.

15) Injunctive Relief.

I agree that if I violate this Agreement, Company will suffer irreparable and continuing damage for which money damages are insufficient, and Company shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including money damages if appropriate), to the extent permitted by law.

16) Notices.

Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows, with notice deemed given as indicated: (a) by personal delivery, when actually delivered; (b) by overnight courier, upon written verification of receipt; (c) by facsimile transmission, 5 business hours after confirmation of completed transmission; or (d) by certified or registered mail, return receipt requested, upon verification of receipt. Notices to me shall be sent to any address in Company's records or such other address as I may provide in writing. Notices to Company shall be sent to Company's CEO or to such other address as Company may specify in writing.

17) Governing Law; Forum.

This Agreement shall be governed by the laws the laws of the State of California, as such laws are applied to agreements entered into and to be performed entirely within California between California residents. Company and I each irrevocably consent to the exclusive personal jurisdiction of the federal and state courts located in Santa Clara County, California, for any matter arising out of or relating to this Agreement, except that in actions seeking to enforce any order or any judgment of such federal or state courts located in California, such personal jurisdiction shall be nonexclusive.

18) Severability.

If an arbitrator or court of law holds any provision of this Agreement to be illegal, invalid or unenforceable, (a) that provision shall be deemed amended to provide Company the maximum protection permitted by applicable law and (b) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected.

19) Waiver; Modification.

If Company waives any term, provision or breach by me of this Agreement, such waiver shall not be effective unless it is In writing and signed by Company. No waiver shall constitute a waiver of any other or subsequent breach by me. This Agreement may be modified only if both Company and I consent In writing.

20) Entire Agreement.

This Agreement, including the Employment Agreement and the Agreement to Arbitrate that I may have signed in connection with my employment by Company, represent my entire understanding with Company with respect to the subject matter of this Agreement and supersede all previous understandings, written or oral.

I certify and acknowledge that I have carefully read all of the provisions of this Agreement and that I understand and will fully and faithfully comply with such provisions.

Signed: /s/ Ryan Damon

Exhibit A

PRIOR INNOVATIONS

Check one of the following:

NO SUCH PRIOR INNOVATIONS EXIST. OR

______YES, SUCH PRIOR INNOVATIONS EXIST AS DESCRIBED BELOW (include basic description of each Prior

Innovation):

Exhibit B

LIMITED EXCLUSION NOTIFICATION TO EMPLOYEES IN CALIFORNIA

THIS IS TO NOTIFY you in accordance with Section 2872 of the California Labor Code that the foregoing Agreement between you and Company does not require you to assign or offer to assign to Company any Invention that you developed entirely on your own time without using Company's equipment, supplies, facilities or trade secret information except for those Inventions that either:

(1)Relate at the time of conception or reduction to practice of the invention to Company's business, or actual or demonstrably anticipated research or development of Company; or

(2)Result from any work performed by you for Company.

To the extent a provision in the foregoing Agreement purports to require you to assign an invention otherwise excluded from the preceding Section, the provision is against the public policy of California and is unenforceable.

This limited exclusion does not apply to any patent or invention covered by a contract between Company and the United States or any of its agencies requiring full title to such patent or invention to be In the United States.

I ACKNOWLEDGE RECEIPT of a copy of this notification.

Signed: /s/ Ryan Damon Dated: 2018-08-01

Exhibit C

June 22, 2018

Ryan Damon

Relocation Side Letter

Dear Ryan,

Congratulations on your three (3) year assignment to Paris, France. To assist you with your relocation from San Francisco, California (USA) to Paris, France, Criteo will provide the following support.

Relocation Support

• Relocation trip¹(for employee and family)

• Removal and/or storage of household goods² 

• Annual home visit (for employee and family) One economy class round trip ticket every twelve (12) months to home country

• Immigration assistance (for employee and family) Visa, work and residence permits

• Multicultural Training (for employee and partner)

• Language lessons of 40 hours (for employee and partner)

• Tax assistance:

Home tax call

Home tax returns: For departure and ongoing tax years during the duration of assignment

Host tax call

Host tax returns: For departure and ongoing tax years during the duration of assignment

• Temporary accommodation: the Company will cover the cost of temporary accommodation in Paris for up to one (1) month (one month renewable upon Host HR approval).

• Housing allowance: you will receive an annual housing allowance of $60,000, net of taxes. The allowance will be paid monthly via your home country payroll until such time that your French work permit is granted. Once you obtain your French work permit, the annual allowance will be converted to €49,826, based on a 3-month average exchange rate of 0.831047, and will be paid via French payroll available while you are receiving temporary accommodation.

• One time relocation allowance of $10,000 (gross amount) is provided to cover incidental expenses associated with your relocation, and will be paid in your first paycheck following your transfer to France.

• School fees: the Company will cover school and application fees, net of taxes for two (2) children.

• Two (2) relocation days:³Time off on top of your regular paid leave scheme to facilitate your move to Paris.

• International Health Scheme: Provides healthcare coverage in your home and host country for the duration of your assignment (for employee and family).

Repatriation Assistance (at the end of your assignment):

• Removal of household goods² 

• Relocation trip ¹(for employee and family)

• Temporary accommodation: the Company will cover the cost of temporary accommodation in the US for up to one (1) month (one month renewable upon Host HR approval).

ADDITIONAL INFORMATION

General Information

The relocation support above will be provided by selected Criteo suppliers and managed by the Criteo global mobility team. All services are invoiced directly to the Company and do not require payment by employees. Under no conditions are employees permitted to receive an allowance in lieu of service or to use other vendors. Please note that any exception to the policy must receive pre-approval by the Host HR Manager, Global Mobility Manager, Regional HR Director and Cost Center Manager.

The relocation support will be initiated after this document is du/y signed by the Company and the Employee.

1Relocation trip

Economy c/ass tickets for employee and family /rom home to hast country. One additional piece of luggage per person. Fees, if any, to be reimbursed via Criteo's expense reimbursement process. All other conditions (airfare, booking process, etc.) follow the Company's Travel & Expense policy.

2 Removal and/or storage of household goods

Removal and/or storage of household goods. Applicable sea or land shipment (Air removal is possible under the condition that the total fees are lower than the Sea or Road removal).

Volume entitlement : 20cbm for Single, 30cbm for Couple, 5cmb per children up to a maximum of 45cbm. Insurance entitlement: 1,500€ per cbm

3Two relocation days

Ta be scheduled at the Employee's convenience be/ore or after the relocation, with the agreement of the Employee's manager. The two relocation days are applicable allowance. ln the event the Employee does not use the two relocation days it cannot be converted to a cash allowance or to a paid leave scheme in the Employee's Home or Host Country.

Yours Sincerely,

/s/ Jean-Baptiste Rudelle/s/ Ryan Damon

Signature Signature

The " Company" The " Employee"

Jean-Baptiste Rudelle Ryan DAMON

EX-21.1

Exhibit 21.1

Subsidiaries of Criteo S.A.

Name of Subsidiary	Jurisdiction of Incorporation
Criteo Australia Pty Ltd	Australia
Criteo Do Brasil Desenvolvimento De Serviços De Internet Ltda.	Brazil
Criteo Canada Corp.	Canada
Criteo Advertising (Beijing) Co., Ltd.	China
Condigolabs S.A.S.	France
Criteo France S.A.S.	France
Criteo Finance S.A.S.	France
Storetail Marketing Services S.A.S.	France
Criteo GmbH	Germany
Criteo India Private Limited	India
Criteo S.R.L.	Italy
Criteo K.K.	Japan
Criteo Korea Ltd.	Korea
Criteo B.V.	Netherlands
Criteo LLC	Russia
Criteo Singapore PTE. LTD.	Singapore
Criteo Europa MM, S.L.	Spain (Barcelona)
Criteo España, S.L.	Spain (Madrid)
Criteo Nordics AB	Sweden
Criteo Reklamcilik Hzimetleri ve Ticaret A.S.	Turkey
Criteo MEA FZ - LLC	United Arab Emirates (Dubai)
Criteo Ltd	United Kingdom
Madyourself Technologies Inc.	United States (Delaware)
Criteo Corp.	United States (Delaware)

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in Registration Statement Nos. 333-192024, 333-197373, 333-207658, 333-212722, 333-219496, 333-226367 and 333-232329 on Form S-8 of our reports, dated March 2, 2020, relating to the consolidated financial statements of Criteo S.A. and subsidiaries (the “Company”) and the effectiveness of the Company’s internal control over financial reporting, appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

/s/ Deloitte & Associés

Paris-La-Défense, France

March 2, 2020

EX-31

Exhibit 3.1

Société anonyme

Share capital: €1,651,008.05

Registered office: 32 rue Blanche, 75009 Paris, France

484 786 249 RCS Paris

_____________________

UPDATED BYLAWS

as of March 02, 2020

TITLE I

LEGAL FORM, NAME, PURPOSES, REGISTERED OFFICE AND TERM OF THE COMPANY

Article 1 ~ LEGAL FORM

The Company was incorporated as a société par actions simplifiée (simplified corporation) and subsequently converted into a société anonyme by a decision adopted by the shareholders on March 3, 2006.

It is governed by Book II of the Commercial Code (Code de Commerce) and by these bylaws.

Article 2 ~ NAME

The Company’s name is:

CRITEO

In all instruments and documents issued by the Company and intended for third parties, the Company’s name shall always be immediately preceded or followed by the words “société anonyme” or the acronym “SA” and by the amount of share capital.

Article 3 ~ PURPOSES

The Company’s purposes, directly or indirectly, both in France and abroad, are:

– Providing IT services and software, acting as a communication agency, providing consulting services to companies and engaging in distance sales;

– Taking equity stakes or acquiring interests in all commercial, industrial, financial, real or personal property companies and enterprises by creating new companies, making contributions, subscribing for or purchasing securities or corporate rights, carrying out corporate mergers and entering into alliances or consortia, whether by taking equity stakes or otherwise;

– Managing, administering and disposing of said equity stakes, including providing consulting services in the fields of administration and management, in particular commercial, financial and administrative administration and management; and

– More broadly, engaging in all financial, commercial, industrial and personal or real property operations that may be directly or indirectly related to the purposes above or any similar or connected purposes that may promote the Company’s expansion or development in France and abroad.

Article 4 ~ REGISTERED OFFICE

The Company’s registered office is located at:

32 rue Blanche, 75009 Paris.

The registered office may be transferred to any other location in France by a decision of the Board of Directors, provided such decision is ratified by the next ordinary general shareholders’ meeting, and anywhere else by a decision adopted by an extraordinary general shareholders’ meeting.

If a transfer is decided by the Board of Directors, the Board is authorized to amend the bylaws and perform the publication and filing formalities required as a result, provided it is stated that the transfer is subject to the aforementioned ratification. 

Article 5 ~ TERM

The term of the Company shall be ninety-nine (99) years from the date of its registration with the Trade and Companies Registry, except in the event it is dissolved before the expiration of its term or if said term is extended by an extraordinary general shareholders’ meeting.

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TITLE II

SHARE CAPITAL AND SHARES

Article 6 ~ SHARE CAPITAL

The Company has a share capital of €1,651,008.05. It is divided into 66,040,322 shares with a par value of €0.025 each, all fully paid-up and of the same category.

Article 7 ~ LEGAL FORM

All shares shall be registered shares. Shares shall be registered in an account, in accordance with the law.

Article 8 ~ SHARE TRANSFERS

8.1. All share transfers shall be carried out in accordance with the law. All expenses generated by a share transfer shall be borne by the transferee.

8.2.Shares are freely transferable.

Article 9 ~ RIGHTS AND OBLIGATIONS PERTAINING TO SHARES

The rights and obligations pertaining to shares follow the shares, regardless of who holds the shares, and share transfers shall include all dividends declared but not paid and future dividends and, if applicable, the relevant share of reserve funds and provisions.

Ownership of a share shall ipso facto be deemed the shareholder’s approval of these bylaws and of decisions adopted by general shareholders’ meetings.

Except as otherwise provided by the law, each shareholder shall have in general meetings as many votes as the number of shares he or she owns, provided that all required payments due for such share have been met. For the same par value, each share entitles its holder to one vote.

Each share carries a right to a share of corporate assets, of profits, and of liquidation surplus, proportional to the number and nominal value of the existing shares.

Whenever it is necessary to hold more than one share, whether or not preferred shares, or securities to exercise any right, the shareholders or holders of securities shall take it upon themselves to pool the number of shares or securities required.

Article 10 ~ PAYMENT FOR SHARES

Amounts to be paid, in cash, as payment for shares subscribed pursuant to a capital increase shall be payable in accordance with the requirements imposed by an extraordinary general shareholders’ meeting.

The initial payment shall not be less than one-fourth, at the time of a capital increase, of the par value of the shares. If applicable, the initial payment shall include the entire amount of the issue premium.

The Board of Directors shall make calls for payment of the balance, in one or more installments, within a period of five years from the date the capital increase is completed.

Each shareholder shall be notified of the amounts called and the date on which the corresponding sums are to be paid at least fifteen days before the due date.

Shareholders who do not pay amounts owed on the shares they hold by the due date shall automatically and without the need for a formal demand for payment owe the Company late payment interest calculated on a daily basis, on the basis of a 365 day year, as of the due date at the legal rate in commercial matters, plus three points, without prejudice to the Company’s personal action against the shareholder in breach and the enforcement measures authorized by law.

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TITLE III

MANAGEMENT OF THE COMPANY

Article 11 ~ BOARD OF DIRECTORS

11.1.Composition

The Company is administered by a board composed of at least three (3) members and no more than ten (10) members, whether individuals or legal entities.

At the time they are appointed, legal entities shall designate an individual as their permanent representative to the Board of Directors. The term of office of the permanent representative shall have the same duration as the term of office of the legal entity he represents. If a legal entity removes its permanent representative from office, it shall immediately appoint a replacement. The same provision shall also apply in the event of the death or resignation of the permanent representative.

The directors are appointed for a term of two years. The office of a director shall terminate at the close of the ordinary general meeting of shareholders which deliberated on the accounts of the preceding financial year and held in the year during which the term of office of said director comes to an end.

Directors are always eligible for reappointment. They may be removed from office at any time by a decision of a general shareholders’ meeting.

In the event of one or more vacancies on the Board of Directors due to death or resignation, the Board may make temporary appointments between two general shareholders’ meetings.

A director appointed to replace another director shall serve only for the remaining portion of his predecessor’s term of office.

Appointments made by the Board pursuant to the preceding paragraph shall be submitted for ratification by the next ordinary general shareholders’ meeting.

If such appointments are not ratified, decisions adopted and acts performed by the Board shall nevertheless remain valid.

If the number of directors falls below the statutory minimum, the remaining directors shall immediately convene an ordinary general shareholders’ meeting for the purpose of completing the membership of the Board.

Company employees may be appointed as directors. However, their employment contracts must correspond to actual employment. In such case, employees do not lose the benefit of their employment contracts.

The number of directors who are parties to an employment contract with the Company shall not exceed one-third of the directors in office.

The number of directors over the age of 70 shall not exceed one-third of the directors in office. If this limit is exceeded during the directors’ terms of office, the oldest director shall automatically be deemed to have resigned at the conclusion of the next general shareholders’ meeting.

11.2.Chairman

The Board of Directors shall elect a Chairman from among its members, who shall be an individual. The Board shall determine the duration of his term of office, which shall not exceed his term of office as director, and may remove him from office at any time. The Board shall set his compensation.

The Chairman shall organize and manage the work of the Board and report thereon to the general shareholders’ meetings. The Chairman shall ensure the satisfactory functioning of the Company’s governing bodies and, in particular, ensure that the directors are able to perform their duties.

The Chairman of the Board shall not be over the age of 70. If the Chairman reaches this age limit during his term of office as Chairman, he shall automatically be deemed to have resigned. The Chairman’s term of office shall continue until the next Board of Directors’ meeting, at which his successor shall be appointed. Subject to this provision, the Chairman of the Board is always eligible for reappointment.

Article 12 ~ BOARD OF DIRECTORS

12.1.The Board of Directors shall meet as often as required by the Company’s interests.

12.2.The Chairman shall give the directors notice of Board meetings. Notice may be given by any means, whether written or oral.

The Chief Executive Officer may also request the Chairman to convene a meeting of the Board of Directors to consider a specific agenda.

In addition, directors representing at least one-third of Board members may validly convene a Board meeting. In such case, they shall state the agenda for the meeting.

If a Works Council has been created, the representatives of such Council, appointed in accordance with the provisions of the Labor Code (Code du Travail), shall be given notice of all Board of Directors’ meetings.

Board meetings shall be held at the registered office or at any other place in France or abroad.

12.3.For the Board to deliberate validly, at least one-half of its members shall be present.

Decisions of the Board of Directors shall be adopted by a majority of votes cast. In the event of a tie vote, the Chairman shall not have the power to break the tie.

12.4.The Board of Directors may adopt internal rules and regulations, which may provide inter alia that, for purposes of calculating the quorum and majority, directors who participate in Board meetings by videoconference or other means of telecommunication in compliance with the laws and regulations in force will be deemed to be present. This provision shall not apply to decisions concerning (i) the approval of the annual financial statements or the Board of Directors’ management report; (ii) if applicable, the preparation of consolidated financial statements or the group management rapport and (iii) the dismissal from office of the Chief Executive Officer for any other cause than willful misconduct.

12.5.Each director shall receive the information necessary to perform his duties and hold his corporate office, and may obtain copies of all documents he deems of use.

12.6.Any director may, including by letter, telegram or fax, grant another director a proxy to represent him at a Board meeting, but no director may hold more than one proxy at any meeting.

12.7.Copies or extracts of the minutes of Board of Directors’ meetings shall be validly certified by the Chairman of the Board of Directors, the Chief Executive Officer, the Deputy Chief Executive Officers, a director temporarily appointed to act as Chairman or an agent duly authorized for such purpose.

Article 13 ~ POWERS OF THE BOARD OF DIRECTORS

The Board of Directors shall establish the Company’s business policies and ensure they are carried out. Subject to the powers expressly granted to shareholders’ meetings, and within the limits of the corporate purposes, the Board of Directors may consider any issue relating to the proper operation of the Company and shall resolve matters that concern the Company by its decisions.

In its relations with third parties, the Company shall be bound by the acts of the Board of Directors that exceed the scope of the corporate purposes, unless the Company proves that the third party was aware, or that in light of the circumstances could not have been unaware, that the act was not within said corporate purposes. However, the mere publication of the bylaws shall not constitute such proof.

The Board of Directors shall carry out all verifications and audits it deems necessary.

Furthermore, the Board of Directors shall exercise the special powers conferred on it by law.

Article 14 ~ EXECUTIVE MANAGEMENT

14.1.1.The Company’s executive management functions shall be performed, under his responsibility, by the Chairman of the Board of Directors or another individual appointed by the Board of Directors, who shall hold the title of Chief Executive Officer.

The Chief Executive Officer shall have the broadest possible powers to act in all circumstances in the name of the Company. The Chief Executive Officer shall exercise his powers within the limits of the corporate purposes and subject to the powers expressly granted by law to shareholders’ meetings and to the Board of Directors.

He shall represent the Company in its dealings with third parties. The Company shall be bound by acts of the Chief Executive Officer that exceed the scope of the corporate purposes, unless the Company is able to prove that the third party was aware, or that in light of the circumstances could not have been unaware, that the act was not within said corporate purposes. However, the mere publication of the bylaws shall not be sufficient to constitute such proof.

14.1.2.The Chief Executive Officer shall not be over 70 years of age. If the Chief Executive Officer reaches this age limit, he shall automatically be deemed to have resigned. The Chief Executive Officer’s term of office shall continue until the next Board of Directors’ meeting, at which a new Chief Executive Officer shall be appointed.

14.1.3.If the Chief Executive Officer is a director, the term of his position shall not exceed his term of office as director.

The Board of Directors may remove the Chief Executive Officer from office at any time. If the removal from office is decided without just cause, the Chief Executive Officer removed from office may claim damages unless he also holds the position of Chairman of the Board of Directors.

14.1.4.By a decision adopted by a majority vote of the directors present or represented, the Board of Directors shall choose between the two executive management methods described in Article 14.1.1, paragraph 1. The shareholders and third parties shall be informed of such choice in the manner prescribed by the laws and regulations.

The choice made by the Board of Directors shall remain in effect until a contrary decision of the Board or, at the Board’s discretion, for the duration of the Chief Executive Officer's term of office.

If the Company’s executive management functions are carried out by the Chairman of the Board of Directors, the provisions concerning the Chief Executive Officer shall apply to him.

In accordance with the provisions of Article 706-43 of the Code of Criminal Procedure, the Chief Executive Officer may validly delegate to any person of his choice the authority to represent the Company in connection with criminal proceedings that may be initiated against the Company.

14.2.1.Pursuant to a proposal of the Chief Executive Officer, the Board of Directors may authorize one or more individuals to assist the Chief Executive Officer in the capacity of Deputy Chief Executive Officer.

In agreement with the Chief Executive Officer, the Board of Directors shall determine the scope and duration of the powers granted to the Deputy Chief Executive Officers. The Board of Directors shall set their compensation. If a Deputy Chief Executive Officer is a director, the term of his position shall not exceed his term of office as director.

Vis-à-vis third parties, Deputy Chief Executive Officers shall have the same powers as the Chief Executive Officer. Deputy Chief Executive Officers have inter alia the power to initiate legal proceedings.

No more than five Deputy Chief Executive Officers shall be appointed.

Pursuant to a proposal of the Chief Executive Officer, the Deputy Chief Executive Officer(s) may be removed from office by the Board of Directors at any time. If the removal from office is decided without just cause, a Deputy Chief Executive Officer removed from office may claim damages.

Deputy Chief Executive Officers shall not be over 70 years of age. If a Deputy Chief Executive Officer in office reaches this age limit, he shall automatically be deemed to have resigned. The Deputy Chief Executive Officer’s term of office shall continue until the next Board of Directors’ meeting, at which a new Deputy Chief Executive Officer may be appointed.

If the Chief Executive Officer leaves office or is unable to perform his duties, unless otherwise decided by the Board of Directors, the Deputy Chief Executive Officer(s) shall remain in office and retain their powers until the appointment of a new Chief Executive Officer.

Vis-à-vis third parties, the Deputy Chief Executive Officers shall have the same powers as the Chief Executive Officer.

ARTICLE 15 - BOARD OBSERVERS

Pursuant to a proposal of the Board of Directors, an ordinary general shareholders’ meeting may appoint Board observers. The Board of Directors may also appoint Board observers directly, subject to ratification by the next general shareholders’ meeting.

No more than five Board observers shall be appointed, and they shall constitute a panel. They shall be appointed, without restriction, on the basis of their expertise.

The observers are appointed for a term of two years. The office of an observer shall terminate at the close of the ordinary general meeting of shareholders which deliberated on the accounts of the preceding financial year and held in the year during which the term of office of said observer comes to an end.

The panel of Board observers shall review matters that the Board of Directors or its Chairman submits to it for its opinion. The Board observers shall attend Board of Directors’ meetings and shall take part in deliberations in a non-voting capacity. However, their absence shall not affect the validity of the Board’s deliberations.

They shall be given notice of Board meetings in the same manner as the directors.

The Board of Directors may remunerate the Board observers by allocating an amount from the directors’ fees granted annually by a general shareholders’ meeting.

Article 16 ~ AGREEMENTS SUBJECT TO AUTHORIZATION

16.1.Guarantees, pledges and other security interests granted by the Company shall be authorized by the Board of Directors in accordance with the requirements prescribed by law.

16.2.All agreements made directly or through an intermediary between the Company and its Chief Executive Officer, a Deputy Chief Executive Officer, a director, a shareholder holding more than 10% of voting rights or, if the shareholder is a company, with the company controlling such shareholder within the meaning of Article L. 223-3 of the Commercial Code, shall require the prior approval of the Board of Directors.

The foregoing shall also apply to agreements in which any of the persons described in the previous paragraph has an indirect interest.

Agreements made between the Company and any enterprise in which the Chief Executive Officer, a Deputy Chief Executive Officer or a director is an owner, a partner with unlimited liability, a manager, a director, a member of the Supervisory Board, or, generally, is a person with management responsibilities in such enterprise, shall also require prior authorization.

The prior authorization of the Board of Directors shall be required, in accordance with the requirements prescribed by law.

The foregoing provisions shall not apply to agreements concerning ordinary transactions that are entered into on arm’s length terms, nor to agreements entered into between two companies, where one holds, directly or indirectly, all the share capital of the other, less, if applicable, the minimum number of shares required to meet the requirements of Article 1832 of the French Civil Code or Articles L. 225-1 and L. 226-1 of the French Commercial Code.

Article 17 ~ PROHIBITED AGREEMENTS

Directors who are not legal entities shall be prohibited from obtaining, in any form whatsoever, loans from the Company, current account or other overdraft facilities from the Company or to have the Company provide a guarantee or pledge securing their undertakings to third parties.

The same prohibition shall apply to the Chief Executive Officer, the Deputy Chief Executive Officers and to the permanent representatives of directors that are legal entities. The foregoing provision shall also apply to the spouses, ascendants and descendants of the persons referred to in this article, as well as to all intermediaries.

Article 18 ~ STATUTORY AUDITORS

The Company shall be audited, in accordance with the requirements prescribed by law, by one or more statutory auditors who meet the eligibility requirements prescribed by law. If the requirements prescribed by law are met, the Company shall appoint at least two statutory auditors.

Each statutory auditor shall be appointed by an ordinary general shareholders’ meeting.

An ordinary shareholders’ meeting shall appoint, when required by law, one or more deputy statutory auditors, which shall replace the principal statutory auditors in the event they refuse or are unable to perform their duties, or in the event of their resignation or death.

If an ordinary general shareholders’ meeting fails to appoint a statutory auditor, any shareholder may petition the court to appoint one, after having duly joined the Chairman of the Board of Directors to the proceedings. The term of office of a statutory auditor appointed by the court shall expire when an ordinary shareholders’ meeting appoints the statutory auditor(s).

*** *** ***

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TITLE IV

GENERAL SHAREHOLDERS’ MEETINGS

Article 19

General shareholders’ meetings shall be convened and shall meet in the manner prescribed by law.

If the Company wishes to give notice of meetings electronically, instead of by mail, it must first obtain the agreement of the shareholders concerned, who shall provide their email address.

Meetings shall be held at the registered office or at any other location specified in the notice of meeting.

The right to participate in the shareholders’ meetings is evidenced by the registration of the shares in the name of the shareholder on the second (2^nd) business day preceding the date of the shareholders’ meeting at 12:00 a.m., Paris time.

Shareholders who do not attend the general shareholders’ meeting personally may choose one of three following options:

- Granting a proxy to another shareholder, his spouse or his partner in a French domestic partnership (PACS), or

- Voting by mail, or

- Sending a proxy to the Company without specifying any voting instructions,

in accordance with the requirements prescribed by the laws and regulations.

In accordance with the requirements prescribed by the laws and regulations in force, the Board of Directors may arrange for shareholders to participate and vote by videoconference or means of telecommunication that allow them to be identified. If the Board of Directors decides to exercise this right for a particular shareholders’ meeting, such Board decision shall be mentioned in the announcement and/or notice of the meeting. Shareholders who participate in shareholders’ meetings be videoconference or any of the other means of telecommunication referred to above, as selected by the Board of Directors, shall be deemed present for the purposes of calculating the quorum and majority.

Shareholders’ meetings shall be chaired by the Chairman of the Board of Directors or, in the absence thereof, by the Chief Executive Officer, a Deputy Chief Executive Officer, if he is a director, or by a director specifically appointed for such purpose by the Board. Failing this, the shareholders’ meeting shall elect its own chairman.

The duties of scrutineer shall be performed by the two members of the shareholders’ meeting who are present and hold the highest number of votes, and who agree to perform such duties. The officers shall appoint a secretary, who may but need not be a shareholder.

An attendance sheet shall be kept, in accordance with the requirements prescribed by law.

An ordinary general shareholders’ meeting can be validly conducted pursuant to a first or second notice of meeting only if the shareholders present or represented hold at least 33 1/3 percent of the shares having the right to vote.

Decisions of ordinary general meetings shall be adopted by a simple majority of the votes cast by the shareholders present or represented.

An extraordinary general shareholders’ meeting can be validly conducted pursuant to a first or second notice of meeting only if the shareholders present or represented hold at least 33 1/3 percent of the shares having the right to vote.

Decisions of extraordinary general meetings shall be adopted by a two-thirds majority of the votes cast by the shareholders present or represented.

Copies or extracts of shareholder meeting minutes may be validly certified by the Chairman of the Board of Directors, a director who holds the position of Chief Executive Officer or the secretary of the meeting.

Ordinary and extraordinary general shareholders’ meetings shall exercise their respective powers in accordance with the requirements prescribed by law.

*** *** ***

***

TITLE V

CORPORATE INCOME

Article 20 ~ FISCAL YEAR

Each fiscal year shall last one year, starting on January 1 and ending on December 31.

Article 21 ~ PROFITS - STATUTORY RESERVE FUND

An amount of at least five percent (5%) shall be deducted from the profits for the fiscal year, reduced by prior losses, if any, in order to constitute the reserve fund known as the “statutory reserve fund”. Such deduction shall cease to be mandatory when the amount in the statutory reserve fund is equal to one-tenth of share capital.

The distributable profits are comprised of the profits for the fiscal year, reduced by prior losses and the deduction required by the previous paragraph, and increased by profits carried forward.

Article 22 ~ DIVIDENDS

If the financial statements for the fiscal year, as approved by a general shareholders’ meeting, show a distributable profit, the general shareholders’ meeting shall post it to one or more reserve funds that they have the power to appropriate or use, carry it forward or distribute it in the form of dividends.

After having confirmed the existence of reserve funds available to it, a general shareholders’ meeting may decide to distribute amounts withdrawn from such reserve funds. In such case, the decision shall expressly state the reserve items from which the withdrawals are made. However, dividends shall first be withdrawn from the distributable profits for the fiscal year.

The procedures for paying dividends shall be set by a general shareholders’ meeting or, failing this, by the Board of Directors.

However, dividends shall be paid within a maximum period of nine months from the end of the fiscal year.

The shareholders’ meeting called to approve the accounts of the financial year may grant to each shareholder, for all or part of the dividend available for distribution, a choice between payment in the form of cash or in form of shares.

In the same manner, each shareholder may be granted, for all or part of the interim dividends available for distribution, a choice between payment of said interim dividends in the form of cash or in the form of shares.

The offer of a payment in the form of shares, the price and the terms of issues of shares, as well as the request for payment in the form of shares, and the terms of acknowledgment of the subsequent share capital increase are provided by the laws and regulations.

In the event that a balance sheet prepared during or at the end of the fiscal year and certified as accurate by the statutory auditor(s) shows that since the end of the previous fiscal year the Company has generated a profit after necessary depreciation allowances and provisions have been booked, after deducting, if applicable, previous losses and sums to be booked into reserve funds as required by law or these bylaws, and after taking into account profits carried forward, the Board of Directors may decide to distribute interim dividends before the financial statements for the fiscal year have been approved, as well as the amount thereof and the distribution date. The amount of such interim dividends shall not exceed the amount of profits as defined in this paragraph.

*** *** ***

***

TITLE VI

DISSOLUTION - LIQUIDATION

Article 23 ~ EARLY DISSOLUTION

An extraordinary general shareholders’ meeting may, at any time, decide to dissolve the Company before the expiration of its term.

Article 24 ~ LOSS OF ONE-HALF OF SHARE CAPITAL

If as a result of losses reported in the accounting documents, the Company’s shareholders’ equity falls below one-half of share capital, the Board of Directors shall, within four months following the approval of the financial statements reporting such loss, convene an extraordinary general shareholders’ meeting to decide whether to dissolve the Company before the expiration of its term.

If it is decided not to dissolve the Company, no later than the end of the second fiscal year following the fiscal year in which the loss is observed, and subject to the legal provisions with respect to the minimum capital of sociétés anonymes, the Company shall reduce its share capital by an amount at least equal to losses that cannot be set off against reserve funds, if during such period shareholders’ equity has not been reconstituted to an amount at least equal to one-half of share capital.

If a general shareholders’ meeting is not held or if such shareholders’ meeting is unable to validly deliberate after it had been convened a second time, any interested party may petition the Commercial Court to dissolve the Company.

Article 25 ~ EFFECTS OF DISSOLUTION

The Company shall be in liquidation from the time it is dissolved, regardless of the reason there for. The Company’s legal personality shall continue to exist for the purposes of the liquidation until completion of the liquidation proceedings.

During the entire duration of the liquidation proceedings, general shareholders’ meetings shall have the same powers as during the Company’s existence.

Shares shall remain negotiable until completion of the liquidation proceedings.

The Company’s dissolution shall be binding vis-à-vis third parties only as of the date that notice thereof has been published with the Trade and Companies Registry.

Article 26 ~ APPOINTMENT OF LIQUIDATORS - POWERS

When the Company’s term expires or if the Company is dissolved before the expiration of its term, a general shareholders’ meeting shall decide the method of liquidation, appoint one or more liquidators and establish their powers, which the liquidators shall exercise in accordance with the law. The appointment of liquidators shall cause the duties of the directors, Chairman, Chief Executive Officer and Deputy Chief Executive Officers to end.

Article 27 ~ LIQUIDATION - CONCLUSION OF LIQUIDATION PROCEEDINGS

In the event of the Company’s dissolution or liquidation, after payment of the liabilities, the remaining assets shall be used first for the payment to the shareholders of the par value of their shares which has not been amortized. Then, the balance, if any, shall be divided among all the shareholders.

Upon completion of the liquidation proceedings, the shareholders shall be convened to vote on the final accounts, the discharge to be granted to the liquidators for the performance of their duties, the termination of their duties and to certify the completion of the liquidation proceedings.

The completion of the liquidation proceedings shall be published in accordance with the law.

*** *** ***

***

TITLE VII

NOTICES

Article 28

All notices required by these bylaws shall be sent by certified mail, return receipt requested, or served by a bailiff (acte extra-judiciaire). At the same time, a copy of the notice shall be sent to the addressee by ordinary mail.

--oo0oo--

EX-31.1

Exhibit 31.1

Certification by the Chief Executive Officer pursuant to

Securities Exchange Act Rules 13a-14(a) and 15d-14(a)

as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Megan Clarken, certify that:

1.     I have reviewed this annual report on Form 10-K of Criteo S.A.;

2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.     The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.     The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: March 2, 2020

By:	/s/ Megan Clarken
Name:	Megan Clarken
Title:	Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification by the Chief Financial Officer pursuant to

Securities Exchange Act Rules 13a-14(a) and 15d-14(a)

as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Benoit Fouilland, certify that:

1.     I have reviewed this annual report on Form 10-K of Criteo S.A.;

2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.     The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.     The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: March 2, 2020

By:	/s/ Benoit Fouilland
Name:	Benoit Fouilland
Title:	Chief Financial Officer (Principal Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

Certification by the Chief Executive Officer and Chief Financial Officer pursuant to

18 U.S.C. Section 1350, as adopted pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

Pursuant to the requirement set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350), Megan Clarken, Chief Executive Officer of Criteo S.A. (the “Company”), and Benoit Fouilland, Chief Financial Officer of the Company, each hereby certifies that, to the best of their knowledge:

1. The Company’s Annual Report on Form 10-K for the period ended December 31, 2019, to which this Certification is attached as Exhibit 32.1 (the “Annual Report”), fully complies with the requirements of Section 13(a) or Section 15(d) of the Exchange Act, and

2. The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 2, 2020

By:	/s/ Megan Clarken	By:	/s/ Benoit Fouilland
Name:	Megan Clarken	Name:	Benoit Fouilland
Title:	Chief Executive Officer	Title:	Chief Financial Officer

This certification accompanies the Annual Report, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act (whether made before or after the date of the Annual Report), irrespective of any general incorporation language contained in such filing.

XML

Nature of Expenses Allocated by Function - Restructuring Charges of China Operations (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2018	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Restructuring Cost and Reserve [Line Items]
Severance costs		$ 12,504,000	$ 6,922,000	$ 7,915,000
Restructuring of China Operations
Restructuring Cost and Reserve [Line Items]
Severance costs				802,000
Facility Exit Costs				2,265,000
Other				232,000
Restructuring charges		$ 0		3,299,000
Amounts paid	$ 400,000			2,855,000
Other Cost of Operating Revenue | Restructuring of China Operations
Restructuring Cost and Reserve [Line Items]
Restructuring charges				2,500,000
Sales And Operations Expense | Restructuring of China Operations
Restructuring Cost and Reserve [Line Items]
Restructuring charges				700,000
General and Administrative Expense | Restructuring of China Operations
Restructuring Cost and Reserve [Line Items]
Restructuring charges				$ 100,000

XML

Financial Liabilities - Additional Information (Details)	1 Months Ended
	Sep. 30, 2015 USD ($)	Dec. 31, 2019 USD ($)	Dec. 31, 2019 EUR (€)	Dec. 31, 2017 USD ($)	Dec. 31, 2017 EUR (€)	Sep. 30, 2015 EUR (€)
Debt Instrument [Line Items]
Amount drawn		$ 2,116,000
Other Loans
Debt Instrument [Line Items]
Amount drawn		166,000
Revolving Credit Facility | Bank Syndicate RCF
Debt Instrument [Line Items]
Debt Instrument, term (in years)	5 years
BPI Loan - February 2014 | 2.09% Bpifrance Financement (Fench Public Investment Bank) Term Loan
Debt Instrument [Line Items]
Amount drawn		1,011,000
Revolving Credit Facility | Line of Credit | Bank Syndicate RCF
Debt Instrument [Line Items]
Maximum Borrowing Capacity	$ 280,900,000	393,200,000	€ 350,000,000	$ 393,200,000	€ 350,000,000.0	€ 250,000,000.0
Amount drawn		0
Revolving Credit Facility | BPI Loan - February 2014 | 2.09% Bpifrance Financement (Fench Public Investment Bank) Term Loan
Debt Instrument [Line Items]
Amount drawn		$ 1,900,000	€ 1,700,000

XML

Trade Receivables - Allowance for Doubtful Accounts Rollforward (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Receivables [Abstract]
Balance at beginning of period	$ (25,918)	$ (20,818)	$ (11,598)
Provision for doubtful accounts	(11,072)	(17,656)	(13,315)
Reversal of provision	20,811	11,956	4,821
Change in consolidation scope	0	(150)	0
Currency translation adjustment	111	750	(726)
Balance at end of period	$ (16,068)	$ (25,918)	$ (20,818)

XML

Intangible assets - Schedule of Expected Amortization Expense for Intangible assets (Details) $ in Thousands, € in Millions	12 Months Ended
	Dec. 31, 2019 USD ($)	Dec. 31, 2019 EUR (€)	Dec. 31, 2018
Finite-Lived Intangible Assets [Line Items]
2019	$ 24,645
2020	18,241
2021	15,591
2022	11,487
2023	9,057
Thereafter	7,865
Total	$ 86,886
Minimum
Finite-Lived Intangible Assets [Line Items]
Average life of intangible assets (in years)	1 year	1 year
Maximum
Finite-Lived Intangible Assets [Line Items]
Average life of intangible assets (in years)	9 years	9 years
Software
Finite-Lived Intangible Assets [Line Items]
2019	$ 9,189
2020	6,791
2021	4,141
2022	1,205
2023	357
Thereafter	0
Total	$ 21,683
Average life of intangible assets (in years)			3 years
Software | Minimum
Finite-Lived Intangible Assets [Line Items]
Average life of intangible assets (in years)	3 years	3 years
Software | Maximum
Finite-Lived Intangible Assets [Line Items]
Average life of intangible assets (in years)	5 years	5 years
Technology and customer relationships
Finite-Lived Intangible Assets [Line Items]
2019	$ 15,456
2020	11,450
2021	11,450
2022	10,282
2023	8,700
Thereafter	7,865
Total	65,203
Technology and customer relationships | Minimum
Finite-Lived Intangible Assets [Line Items]
Average life of intangible assets (in years)			3 years
Technology and customer relationships | Maximum
Finite-Lived Intangible Assets [Line Items]
Average life of intangible assets (in years)			9 years
Manage, Inc. | Software
Finite-Lived Intangible Assets [Line Items]
Impairment of intangible assets, finite-lived	$ 2,200
Manage, Inc. | Customer Relationships
Finite-Lived Intangible Assets [Line Items]
Impairment of intangible assets, finite-lived | €		€ 4.6

XML

Allocation of Personnel Expenses - Allocation of Personnel Expenses by Function (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Condensed Income Statements, Captions [Line Items]
Personnel expenses	$ (436,351)	$ (451,428)	$ (445,563)
Research and Development Expense
Condensed Income Statements, Captions [Line Items]
Personnel expenses	(116,803)	(130,696)	(125,662)
Sales And Operations Expense
Condensed Income Statements, Captions [Line Items]
Personnel expenses	(243,733)	(244,256)	(245,481)
General and Administrative Expense
Condensed Income Statements, Captions [Line Items]
Personnel expenses	$ (75,815)	$ (76,476)	$ (74,420)

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Leases - Weighted Average Remaining Lease Term and Discount Rates (Details)	Dec. 31, 2019
Offices
Weighted average remaining lease term (years)
Weighted average remaining lease term (years)	4 years 6 months 7 days
Weighted average discount rate
Weighted average discount rate	2.47%
Data Centers
Weighted average remaining lease term (years)
Weighted average remaining lease term (years)	2 years 6 months 7 days
Weighted average discount rate
Weighted average discount rate	1.85%

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Share-Based Compensation - Change in Number of outstanding BSPCE / OSA / RSU (Details) - shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward]
Beginning Balance (in shares)	7,967,602	7,405,216	8,203,371
Granted (in shares)	3,586,098	4,146,709	2,246,712
Exercised (in shares)	(83,266)	(137,348)	(1,668,838)
Vested (RSU's) (in shares)	(1,219,112)	(1,362,873)	(379,135)
Forfeited (in shares)	(2,712,801)	(2,084,102)	(996,894)
Expired (in shares)	0	0	0
Ending Balance (in shares)	7,538,521	7,967,602	7,405,216
OSAs
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward]
Beginning Balance (in shares)	3,187,465	3,192,708	4,960,092
Granted (in shares)	438,347	1,013,065	355,010
Exercised (in shares)	(83,266)	(137,348)	(1,668,838)
Vested (RSU's) (in shares)	0	0	0
Forfeited (in shares)	(983,012)	(880,960)	(453,556)
Expired (in shares)	0	0	0
Ending Balance (in shares)	2,559,534	3,187,465	3,192,708
RSUs
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward]
Beginning Balance (in shares)	4,780,137	4,212,508	3,243,279
Granted (in shares)	3,147,751	3,133,644	1,891,702
Exercised (in shares)	0	0	0
Vested (RSU's) (in shares)	(1,219,112)	(1,362,873)	(379,135)
Forfeited (in shares)	(1,729,789)	(1,203,142)	(543,338)
Expired (in shares)	0	0	0
Ending Balance (in shares)	4,978,987	4,780,137	4,212,508

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Allocation of Personnel Expenses (Tables)

12 Months Ended

Dec. 31, 2019

Compensation Related Costs [Abstract]

Schedule of Allocation of Personnel Expenses by Nature

Allocation of Personnel Expenses By Function

	Year Ended December 31,
	2017			2018			2019
	(in thousands)
Research and development expenses	$	(125,662	)	$	(130,696	)	$	(116,803	)
Sales and operations expenses	(245,481		)	(244,256		)	(243,733		)
General and administrative expenses	(74,420		)	(76,476		)	(75,815		)
Total personnel expenses	$	(445,563	)	$	(451,428	)	$	(436,351	)

Allocation of Personnel Expenses by Nature

	Year Ended December 31,
	2017			2018			2019
	(in thousands)
Wages and salaries	$	(284,015	)	$	(296,336	)	$	(306,862	)
Severance pay	(7,915		)	(6,922		)	(12,504		)
Social charges	(70,130		)	(77,284		)	(76,594		)
Other social expenses	(17,178		)	(14,375		)	(15,513		)
Equity awards compensation expense	(71,612		)	(66,600		)	(40,999		)
Profit sharing	(1,002		)	(598		)	(92		)
Research tax credit (classified as a reduction of R&D expenses)	6,289			10,687			16,213
Total personnel expenses	$	(445,563	)	$	(451,428	)	$	(436,351	)

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Employee Benefits (Tables)

12 Months Ended

Dec. 31, 2019

Postemployment Benefits [Abstract]

Schedule of Accumulated and Projected Benefit Obligations

The following table summarizes the changes in the projected benefit obligation:

	Year Ended December 31,
	2017		2018			2019
	(in thousands)
Projected benefit obligation present value - beginning of period	$	3,221	$	5,149		$	5,537
Service cost	1,231		1,690			1,556
Interest cost	66		86			113
Actuarial losses (gains)	103		(1,235		)	1,374
Change in consolidation scope	—		98			—
Currency translation adjustment	528		(251		)	(95		)
Projected benefit obligation present value - end of period	$	5,149	$	5,537		$	8,485

Schedule of Assumptions Used

The main assumptions used for the purposes of the actuarial valuations are listed below:

	Year Ended December 31,
	2017	2018	2019
Discount rate (Corp AA)	1.7%	2.1%	1.1%
Expected rate of salary increase	5.0%	5.0%	5.0%
Expected rate of social charges	49.0% - 50.0%	49.0% - 50.0%	49.0% - 50.0%
Expected staff turnover	0 - 10.5%	0 - 10.5%	0 - 10.5%
Estimated retirement age	Progressive table	Progressive table	Progressive table
Life table	TH-TF 2000-2002 shifted	TH-TF 2000-2002 shifted	TH-TF 2000-2002 shifted

Defined Contribution Plan Disclosures

	Year Ended December 31,
	2017			2018			2019
	(in thousands)
Defined contributions plans included in personnel expenses	$	(14,345	)	$	(16,912	)	$	(15,686	)

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Breakdown of Revenue and Non-Current Assets by Geographical Area - Revenue by Geographical Area (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	$ 2,261,516	$ 2,300,314	$ 2,296,692
Americas
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	952,154	954,073	990,424
EMEA
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	806,197	839,825	808,961
Asia-Pacific
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	503,165	506,416	497,307
France
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	$ 144,300	$ 153,300	$ 149,600

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Earnings Per Share (Tables)

12 Months Ended

Dec. 31, 2019

Earnings Per Share [Abstract]

Schedule Of Earnings Per Share, Basic

	Year Ended December 31,
	2017		2018		2019
	(in thousands, except share data)
Net income attributable to shareholders of Criteo S.A.	$	91,214	$	88,644	$	90,745
Weighted average number of shares outstanding (note 16)	65,143,036		66,456,890		64,305,965
Basic earnings per share	$	1.40	$	1.33	$	1.41

Schedule Of Earnings Per Share, Diluted

	Year Ended December 31,
	2017		2018		2019
	(in thousands, except share data)
Net income attributable to shareholders of Criteo S.A.	$	91,214	$	88,644	$	90,745
Weighted average number of shares outstanding of Criteo S.A.	65,143,036		66,456,890		64,305,965
Dilutive effect of :
Restricted share awards	1,401,957		786,932		978,521
Share options and BSPCE	1,239,149		382,512		279,270
Share warrants	67,829		36,570		34,832
Weighted average number of shares outstanding used to determine diluted earnings per share	67,851,971		67,662,904		65,598,588
Diluted earnings per share	$	1.34	$	1.31	$	1.38

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

The weighted average number of securities that were anti-dilutive for diluted EPS for the periods presented but which could potentially dilute EPS in the future are as follows:

	Year Ended December 31,
	2017	2018	2019
Restricted share awards	758,859	1,464,145	1,120,439
Share options and BSPCE	272,146	40,573	142,380
Share warrants	—	—	—
Weighted average number of anti-dilutive securities excluded from diluted earnings per share	1,031,005	1,504,718	1,262,819

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Categories of Financial Assets and Financial Liabilities (Tables)

12 Months Ended

Dec. 31, 2019

Fair Value Disclosures [Abstract]

Schedule of Financial Assets

	Year Ended December 31,
	2018		2019
	(in thousands)
Trade receivables, net of allowances	$	473,901	$	481,732
Other taxes	53,338		60,924
Other current assets	22,816		17,225
Non-current financial assets	20,460		21,747
Total	$	570,515	$	581,628

Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis

	Year Ended December 31,
	2018		2019
	(in thousands)
Trade payables	$	425,376	$	390,277
Other taxes	55,592		50,099
Employee - related payables	65,878		74,781
Other current liabilities	47,115		35,886
Financial liabilities	3,508		4,405
Total	$	597,469	$	555,448

Schedule of Derivative Instruments in Statement of Financial Position, Fair Value

	Year Ended December 31,
	2018		2019
	(in thousands)
Derivative Assets:
Included in other current assets	$	1,703	$	—
Derivative Liabilities:
Included in financial liabilities - current portion	$	—	$	1,284

The fair value of derivative financial instruments approximates the carrying amount, given the nature of the derivative financial instruments and the maturity of the expected cash flows.

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Earnings Per Share

12 Months Ended

Dec. 31, 2019

Earnings Per Share [Abstract]

Earnings Per Share

Earnings Per Share

Basic Earnings Per Share

We calculate basic earnings per share by dividing the net income for the period attributable to shareholders of the Parent by the weighted average number of shares outstanding.

	Year Ended December 31,
	2017		2018		2019
	(in thousands, except share data)
Net income attributable to shareholders of Criteo S.A.	$	91,214	$	88,644	$	90,745
Weighted average number of shares outstanding (note 16)	65,143,036		66,456,890		64,305,965
Basic earnings per share	$	1.40	$	1.33	$	1.41

Diluted Earnings Per Share

We calculate diluted earnings per share by dividing the net income attributable to shareholders of the Parent by the weighted average number of shares outstanding plus any potentially dilutive shares not yet issued from share-based compensation plans (see note 19). There were no other potentially dilutive instruments outstanding as of December 31, 2017, 2018 and 2019. Consequently all potential dilutive effects from shares are considered.

For each period presented, a contract to issue a certain number of shares (i.e. share option, share warrant, restricted share award or BSPCE contracts) is assessed as potentially dilutive, if it is “in the money” (i.e., the exercise or settlement price is inferior to the average market price).

	Year Ended December 31,
	2017		2018		2019
	(in thousands, except share data)
Net income attributable to shareholders of Criteo S.A.	$	91,214	$	88,644	$	90,745
Weighted average number of shares outstanding of Criteo S.A.	65,143,036		66,456,890		64,305,965
Dilutive effect of :
Restricted share awards	1,401,957		786,932		978,521
Share options and BSPCE	1,239,149		382,512		279,270
Share warrants	67,829		36,570		34,832
Weighted average number of shares outstanding used to determine diluted earnings per share	67,851,971		67,662,904		65,598,588
Diluted earnings per share	$	1.34	$	1.31	$	1.38

The weighted average number of securities that were anti-dilutive for diluted EPS for the periods presented but which could potentially dilute EPS in the future are as follows:

	Year Ended December 31,
	2017	2018	2019
Restricted share awards	758,859	1,464,145	1,120,439
Share options and BSPCE	272,146	40,573	142,380
Share warrants	—	—	—
Weighted average number of anti-dilutive securities excluded from diluted earnings per share	1,031,005	1,504,718	1,262,819

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Subsequent Events

12 Months Ended

Dec. 31, 2019

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

As of December 31, 2019, the Company conducted its annual goodwill impairment test, based on a qualitative and quantitative assessment. The test concluded that no impairment had occurred (Refer to “Goodwill” in Note 9). Since December 31, 2019, the price of the Company’s common stock has declined.

A sustained decrease in the price of the Company’s common stock is one of the qualitative factors to be considered as part of an impairment test when evaluating whether events or changes in circumstances may indicate that it is more likely than not that a potential goodwill impairment exists. The Company will continue monitoring the analysis of the qualitative and quantitative factors used as a basis for the goodwill impairment test during fiscal year 2020.

The Company evaluated all other subsequent events that occurred after December 31, 2019 through the date of issuance of the consolidated financial statements and determined there are no significant events that require adjustments or disclosure.

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Intangible assets

12 Months Ended

Dec. 31, 2019

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

Intangible assets

Changes in net book value during the presented periods are summarized below:

	Software			Technology and customer relationships			Construction in Progress			Total
	(in thousands)
Net book value at January 1, 2018	$	13,153		$	78,601		$	4,469		$	96,223
Additions to intangible assets	—			—			11,436			11,436
Disposal of intangible assets	—			—			(19		)	(19		)
Amortization and impairment expense	(9,490		)	(15,824		)	—			(25,314		)
Change in consolidation scope	—			31,192			18			31,210
Currency translation adjustment	(615		)	(652		)	(233		)	(1,500		)
Transfer into service	10,218			—			(10,218		)	—
Net book value at December 31, 2018	13,266			93,317			5,453			112,036
Gross book value at end of period	42,161			144,734			5,453			192,348
Accumulated amortization and impairment at end of period	(28,895		)	(51,417		)	—			(80,312		)
Net book value at January 1, 2019	13,266			93,317			5,453			112,036
Additions to intangible assets	2,627			—			9,548			12,175
Disposal of intangible assets	—			—			—			—
Amortization and impairment expense	(8,982		)	(27,906		)	—			(36,888		)
Change in consolidation scope	111			—			—			111
Currency translation adjustment	(232		)	(207		)	(109		)	(548		)
Transfer into service	12,325			—			(12,325		)	—
Net book value at December 31, 2019	$	19,115		$	65,204		$	2,567		$	86,886
Gross book value at end of period	56,501			144,226			2,567			203,294
Accumulated amortization and impairment at end of period	(37,386		)	(79,022		)	—			(116,408		)

Additions to software mainly consist of capitalization of internally developed internal-use software and IT licenses.

Additions to technology and customer relationships in 2018 relate to the valuation of identified intangibles in the context of the business combinations with Storetail Marketing SAS ("Storetail") and Manage.com.("Manage"). Amortization on technology and customer relationships relates to HookLogic, Storetail and Manage intangibles resulting from each of the three business combinations respectively. In 2019 we accounted for in "Amortization and depreciation expense" to a change in useful life of Manage technology based on the early decommissioning of the Manage platform ($2.2 million) and an impairment loss of Manage customers relationships ($4.6 million) driven by lower business performance compared to expectations at the time of the acquisition, largely due to high client concentration and a volatile business environment. The Manage customer relationships were written down to their estimated fair value, calculated under the discounted cash flows model.

The average life of software is 3 years. The average life of technology and customer relationships, consisting of identified intangible assets arising from HookLogic and Storetail business combinations, is between 3 and 9 years.

As of December 31, 2019, expected amortization expense for intangible assets for the next five years and thereafter is as follows (in thousands):

	Software		Technology and customer relationships		Total
2020	$	9,189	$	15,456	$	24,645
2021	6,791		11,450		18,241
2022	4,141		11,450		15,591
2023	1,205		10,282		11,487
2024	357		8,700		9,057
Thereafter	—		7,865		7,865
Total	$	21,683	$	65,203	$	86,886

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Consolidated Statements of Financial Position (Parenthetical) $ in Thousands	Dec. 31, 2019 € / shares	Dec. 31, 2019 USD ($) shares	Dec. 31, 2018 € / shares	Dec. 31, 2018 USD ($) shares
Statement of Financial Position [Abstract]
Trade receivables, allowances | $		$ 16,068		$ 25,918
Common shares par value (in shares) | € / shares	€ 0.025		€ 0.025
Shares authorized (in shares)		66,197,181		67,708,203
Shares issued (in shares)		66,197,181		67,708,203
Shares outstanding (in shares)		66,197,181		67,708,203
Treasury stock (in shares)		3,903,673		3,459,119

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Consolidated Statement of Cash Flows - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Cash from operating activities
Net income		$ 95,969	$ 95,879	$ 96,659
Non-cash and non-operating items
Non-cash and non-operating items		126,281	154,436	155,894
Amortization and provisions		97,110	111,825	104,025
Equity awards compensation expense	[1]	40,999	66,600	71,612
Change in deferred taxes		15,418	(8,157)	(13,269)
Income tax for the period		(28,015)	(12,744)	(11,439)
Other	[2]	769	(3,088)	4,965
Change in working capital related to operating activities
Change in working capital related to operating activities		582	10,411	(7,095)
(Increase) / Decrease in trade receivables		876	1,358	(76,907)
Increase / (Decrease) in trade payables		(14,145)	9,047	32,915
(Increase) / Decrease in other current assets		7,631	3,974	(3,381)
Increase / (Decrease) in other current liabilities	[2]	11,390	(3,968)	40,278
Change in operating lease liabilities and right of use assets	[2]	(5,170)	0	0
Cash from operating activities		222,832	260,726	245,458
Cash used for investing activities
Acquisition of intangibles assets, property, plant and equipment		(82,716)	(116,984)	(122,203)
Change in accounts payable related to intangible assets, property, plant and equipment		(15,224)	(8,494)	13,692
(Payment for) Disposal of businesses, net of cash acquired (disposed)		(4,582)	(101,180)	1,110
Change in other financial non-current assets		(1,366)	(59)	1,148
Cash used for investing activities		(103,888)	(226,717)	(106,253)
Cash used for financing activities
Issuance of long term borrowings		0	0	3,700
Repayment of borrowings		(1,022)	(964)	(89,731)
Proceeds from capital increase		1,691	1,473	31,961
Change in treasury stocks		(58,588)	(80,000)	0
Change in other financial liabilities		(1,192)	16,815	24,602
Cash used for financing activities		(59,111)	(62,676)	(29,468)
Effect of exchange rate changes on cash and cash equivalents		(5,496)	(21,018)	34,057
Net increase (decrease) in cash and cash equivalents		54,337	(49,685)	143,794
Net cash and cash equivalents - beginning of period		364,426	414,111	270,317
Net cash and cash equivalents - end of period		418,763	364,426	414,111
Cash paid for taxes, net of refunds		(52,093)	(67,045)	(56,360)
Cash paid for interest, net of amounts capitalized		$ (1,403)	$ (1,695)	$ (2,102)

[1] Of which $65.1 million and $39.6 million of equity awards compensation expense consisted of share-based compensation expense according to ASC 718 Compensation - stock compensation for the twelve month period ended December 31, 2018 and 2019, respectively.

[2] From 2017, the Company reported the cash impact of the settlement of hedging derivatives related to financing activities in cash from (used for) financing activities in the consolidated statements of cash flows.

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Cash and Cash Equivalents

12 Months Ended

Dec. 31, 2019

Cash and Cash Equivalents [Abstract]

Cash and Cash Equivalents

Cash and Cash Equivalents

The following table presents for each reported period, the breakdown of cash and cash equivalents:

 

	Year Ended December 31,
	2018		2019
	(in thousands)
Cash equivalent	$	125,442	$	189,119
Cash on hand	238,984		229,644
Total Cash and cash equivalents	$	364,426	$	418,763

Investments in interest–bearing bank deposits which met ASC 230 - Statement of Cash flows criteria: short-term, highly liquid investments, for which the risks of changes in value are considered to be insignificant. Interest-bearing bank deposits are considered level 2 financial instruments as they are measured using valuation techniques based on observable market data. For our cash and cash equivalents, the fair value approximates the carrying amount, given the nature of the cash and cash equivalents and the maturity of the expected cash flows.

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Common Shares

12 Months Ended

Dec. 31, 2018

Equity [Abstract]

Common Shares

Common shares

Change in Number of Shares

	Number of ordinary shares
Balance at January 1, 2018	66,085,097
Issuance of shares under share option and free share plans (1)	1,466,247
Balance at December 31, 2018 before Storetail deferred consideration and Share repurchase program	67,551,344
Storetail deferred consideration	156,859
Balance at December 31, 2018 after Storetail deferred consideration and before Share repurchase program	67,708,203
Share repurchase program	(3,459,119	)
Balance at December 31, 2018	64,249,084
Issuance of shares under share option and free share plans (2)	83,266
Treasury shares retired (3)	(1,594,288	)
Balance at December 31, 2019 after Storetail deferred consideration and before Share repurchase program	66,197,181
Share repurchase program (see Note 2) (3)	(444,554	)
Balance at December 31, 2019	62,293,508

⁽¹⁾ Adopted by the Board of Directors on March 1, 2018, March 16, 2018, April 25, 2018, June 26, 2018, July 26, 2018,, October 25, 2018 and December 12, 2018.

⁽²⁾ Adopted by the Board of Directors on March 1, 2019, April 25, 2019, June 25, 2019, July 25, 2019, October 24, 2019 and December 11, 2019.

⁽³⁾ On February 8th, 2019, the Board acknowledged the share capital decrease resulting from the cancellation of 1,594,288 shares and approved the related amendment of Article 6 of the Company’s by-laws reflecting such decrease.

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Financial Liabilities

12 Months Ended

Dec. 31, 2019

Debt Disclosure [Abstract]

Financial Liabilities

Financial Liabilities

We are party to several loan agreements and revolving credit facilities, or RCF, with third-party financial institutions. Our loans and RCF agreements are presented in the table below:

	Nominal/ Authorized amounts  (RCF Only)		Amount drawn as of December 31, 2019 (RCF only)	Amount Outstanding as of December 31, 2019
Nature	(in thousands)					Interest rate		Settlement date
BPI Loan - February 2014	NA		NA	$	1,011	Fixed: 2.09%		May 2021
Other BPI Loans	NA		NA	$	901	—	%	2023 and after
Other Loans	NA		NA	$	166	—	%	2024
Bank Syndicate RCF - September 2015	€	350,000	$—	$—		Floating rate: EURIBOR / LIBOR + margin depending on leverage ratio		March 2022

In September 2015, Criteo entered into a 5 year revolving credit facility for general corporate purposes, including acquisitions, for a maximum amount of €250 million ($280.9 million), with a bank syndicate composed of Natixis (coordinator and documentation agent), Le Credit Lyonnais (LCL) (facility agent), HSBC France, Société Générale Corporate & Investment Banking and BNP Paribas (each acting individually as bookrunners and mandated lead arrangers). In 2017, this agreement was amended by, among other things, increasing the amount of facility from €250.0 million ($280.9 million) to €350.0 million ($393.2 million) and extending the term of the contract from 2020 to 2022. This multi-currency revolving credit facility bears interest rate at Euribor or the relevant Libor plus a margin to be adjusted on the basis of the leverage ratio.

Besides this RCF agreement, Criteo is part of many credit lines it entered into or maintained following acquisitions. Criteo specifically has agreements with Bpifrance Financement (French Public Investment Bank) for a total amount outstanding as of December 31, 2019 of €1.7 million ($1.9 million).

All of these loans and revolving credit facilities are unsecured and contain customary events of default but do not contain any affirmative, financial or negative covenants, with the exception of the September 2015 revolving credit facility which contains covenants, including compliance with a total net debt to adjusted EBITDA ratio and restrictions on the incurrence of additional indebtedness. At December 31, 2019, we were in compliance with the required leverage ratio.

The following table shows the maturity of our financial liabilities:

			Maturity
	Carrying value		2020		2021		2022		2023		2024		2025
	(in thousands)
Borrowings	$	2,116	$	1,480	$	428	$	100	$	62	$	33	$	13
Other financial liabilities	1,005		572		433		—		—		—		—
Financial derivatives	1,284		1,284		—		—		—		—		—
Financial liabilities	4,405		3,336		861		100		62		33		13

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Share-Based Compensation

12 Months Ended

Dec. 31, 2019

Share-based Payment Arrangement [Abstract]

Share-based Compensation

Share-Based Compensation

Share Options Plans and Employee Warrants Grants (BSPCE)

The Board of Directors has been authorized by the general meeting of the shareholders to grant employee warrants (Bons de Souscription de Parts de Créateur d’Entreprise or “BSPCE”) and to implement share options, free shares plans as follows:

• Issuance of 2,112,000 BSPCE, authorized at the General Meeting of Shareholders on October 24, 2008, making available up to 2,112,000 BSPCE until April 24, 2010 (“Plan 1”);

• Issuance of 1,472,800 BSPCE, authorized at the General Meeting of Shareholders on April 16, 2009, making available up to 1,472,800 BSPCE until October 16, 2010 (“Plan 2”);

• 1,584,000 Share Options, authorized at the General Meeting of Shareholders on September 9, 2009, making available up to 1,584,000 share options until November 8, 2012. This Plan has been amended at the General Meeting of Shareholders on November 16, 2010, making available up to 2,700,000 share options or BSPCE (“Plan 3”);

• Issuance of 361,118 BSPCE, granted to Criteo co-founders at the General Meeting of Shareholders on April 23, 2010 (“Plan 4”);

• 2,800,000 BSPCE or Share Options (Options de Souscription d'Actions or “OSA”), authorized at the General Meeting of Shareholders on November 18, 2011, making available up to 2,800,000 share options or BSPCE (“Plan 5”);

• 1,654,290 BSPCE or Share Options, authorized at the General Meeting of Shareholders on September 14, 2012, making available up to 1,654,290 share options or BSPCE (“Plan 6”).

• 6,627,237 BSPCE or Share Options, authorized at the General Meeting of Shareholders on August 2, 2013, making available up to 6,627,237 share options or BSPCE (“Plan 7”).

• 9,935,710 Share Options, authorized at the General Meeting of Shareholders on June 18, 2014, making available up to 9,935,710 share options (“Plan 8”). The Board of Directors has also authorized free shares/restricted stock units ("RSUs") to Criteo employees under presence condition and to certain senior managers, employees and members of the Management, subject to the achievement of internal performance objectives and presence condition.

• 4,600,000 Share Options or RSUs, authorized at the General Meeting of Shareholders on June 29, 2016 and 100,000 BSAs (any BSA granted will also be deducted from the 4,600,000 limit), such authorizations collectively referred to as “Plan 9”. The Board of Directors has authorized RSUs to Criteo employees subject to a presence condition and to certain senior managers, employees and members of management, subject to the achievement of internal performance objectives and a presence condition.

• 4,600,000 Share Options or RSUs, authorized at the General Meeting of Shareholders on June 28, 2017 and 120,000 BSAs (any BSA granted will also be deducted from the 4,600,000 limit), such authorizations collectively referred to as “Plan 10”. The Board of Directors has authorized RSUs to Criteo employees subject to a presence condition and to certain senior managers, employees and members of management, subject to the achievement of internal performance objectives and a presence condition.

• 4,200,000 Share Options or RSUs, authorized at the General Meeting of Shareholders on June 27, 2018 and 150,000 BSAs (any BSA granted will also be deducted from the limit), such authorizations collectively referred to as “Plan 11”. The Board of Directors has authorized RSUs to Criteo employees subject to a presence condition and to certain senior managers, employees and members of management, subject to the achievement of internal performance objectives and a presence condition.

• 6,200,000 Share Options or RSUs, authorized at the General Meeting of Shareholders on May 16, 2019 and 175,000 BSAs (any BSA granted will also be deducted from the limit), such authorizations collectively referred to as “Plan 12”. The Board of Directors has authorized RSUs to Criteo employees subject to a presence condition and to members of management, subject to the achievement of internal performance objectives and a presence condition.

Upon the exercise of the BSPCEs or Share Options, we grant beneficiaries newly issued ordinary shares of the Parent. We also grant beneficiaries ordinary shares of the Parent upon the vesting of RSUs. Prior to the beginning of our share repurchase programs described elsewhere in this Form 10-K, these grants relating to vested RSUs were completed using newly issued ordinary shares. Since the initiation of our share repurchase programs, the grants relating to vested RSUs are completed using existing ordinary shares that were repurchased as part of our share repurchase programs.

The vesting schedule for the BSPCEs and OSAs is the following for the Plans 1, 2 and 3:

• up to one third (1/3) of the BSPCEs on the first anniversary of the date of grant;

• up to one twelfth (1/12) at the expiration of each quarter following the first anniversary of the date of grant, and this during twenty-four (24) months thereafter.

• The BSPCEs and OSAs may be exercised at the latest within ten (10) years from the date of grant.

For the Plan 3 amended to Plan 12, the vesting schedule is as follows:

• up to one fourth (1/4) of the BSPCEs/share options on the first anniversary of the date of grant;

• up to one-sixteenth (1/16) at the expiration of each quarter following the first anniversary of the date of grant, and this during thirty-six (36) months thereafter.

• The BSPCEs and OSAs may be exercised at the latest within ten (10) years from the date of grant.

The vesting schedule for the RSUs is as follows:

• 50% at the expiration of a two year period

• 6.25% at the expiration of each quarter following the first two years-period during twenty four (24) months.

When the Company was not listed, exercise prices were determined by reference to the latest capital increase as of the date of grant, unless the Board of Directors decided otherwise. Since our initial public offering, exercise prices are determined by reference to the closing share price the day before the date of the grant if higher than a floor value of 95% of the average of the closing share price for the last 20 trading days.

In the following tables, exercise prices, grant date share fair values and fair value per equity instruments are provided in euros, as the Company is incorporated in France and the euro is the currency used for the grants.

Details of BSPCE / OSA / RSU plans

	Plans 1 & 2	Plan 3	Plan 5	Plan 6	Plan 6	Plan 7	Plan 8		Plan 9		Plan 10		Plan 11		Plan 12
Dates of grant (Boards of Directors)	Oct 24, 2008 - Sept 14, 2010	Sept 9, 2009 - Sept 21, 2011	Nov 18, 2011 - May 22, 2012	Oct 25, 2012	Oct 25, 2012 - April 18, 2013	Sept 3, 2013 - April 23, 2014	July 30, 2014 - June 28, 2016		July 28, 2016 - June 27, 2017		July 27, 2017 - June 26, 2018		July 26, 2018 - June 25, 2019		July 25, 2019 - December 11, 2019
Vesting period	3 years	3 - 4 years	4 years	1 year	4-5 years	4 years	4 years	4 years	4 years	4 years	4 years	4 years	4 years	4 years	4 years	4 years
Contractual life	10 years	10 years	10 years	10 years	10 years	10 years	10 years	—	10 years	—	10 years	—	10 years	—	10 years	—
Expected option life	8 years	8 years	8 years	8 years	8 years	6 - 8 years	6 years	—	6 years	—	6 years	—	6 years	—	6 years	—
Number of instruments granted	1,819,120	4,289,940	1,184,747	257,688	1,065,520	2,317,374	4,318,551	2,534,262	502,410	2,556,315	947,565	2,150,498	128,380	2,712,014	375,467	1,907,653
Type : Share Option (S.O.) / BSPCE / RSU	BSPCE	BSCPCE & OSA	BSCPCE & OSA	BSPCE	BSCPCE & OSA	BSCPCE & OSA	OSA	RSU	OSA	RSU	OSA	RSU	OSA	RSU	OSA	RSU
Share entitlement per option	1	1	1	1	1	1	1	1	1	1	1	1	1	1	1	1
Exercise price	€0.45 - €2.10	€0.20 - €5.95	€5.95	€8.28	€8.28 - €10.43	€12.08 - €38.81	€22.95 - €47.47	—	€38.20 - €43.45	—	€24.63 - €28.69	—	€15.86 - €17.98	€15.86 - €30.80	€15.67	€15.67 - €17.44
Valuation method	Black & Scholes
Grant date share fair value	€0.20 - €0.70	€0.20 - €4.98	€4.98	€6.43	€5.45 - €6.43	€12.08 - €38.81	€22.50 - €47.47	€35.18 - €35.58	€38.20 - €43.45	€33.98 - €49.08	€24.63 - €28.69	€22.92 - €44.37	€15.86 - €17.98	€15.86 - €30.80	€15.67	€15.67 - €17.44
Expected volatility (1)	53.0% - 55.7%	55.2% - 57.8%	52.1% - 52.9%	50.2%	49.6% - 50.2%	44.2% - 50.1%	39.4% - 44.5%	—	40.6% - 41.3%	—	41.0% - 41.5%	—	40.7% - 41.2%	—	39.2%	—
Discount rate (2)	2.74% - 4.10%	2.62% - 3.76%	2.79% - 3.53%	2.2%	1.80% - 2.27%	1.20% - 2.40%	0.00% - 0.71%	N/A	N/A	N/A	0.6% - 0.7%	N/A	0.1% - 0.9%	N/A	—%	N/A
Performance conditions	No	Yes (A)	No	Yes (B)	No	No	No	Yes (C)	No	Yes (D) (E)	No	No	No	Yes (F)	No	Yes (G)
Fair value per option / RSU	€0.08 - €0.45	€0.08 - €2.88	€2.75 - €2.85	€3.28	€3.28 - €5.83	€6.85 - €16.90	€9.47 - €17.97	€26.16 - €37.10	€14.49 - €16.82	€33.98 - €49.08	€9.85 - €11.40	€22.92 - €44.37	€6.15 - €6.94	€15.86 - €30.80	€5.78	€15.67-€17.44

⁽¹⁾  Based on similar listed entities.

⁽²⁾  Based on Obligation Assimilables du Trésor, i.e. French government bonds with a ten-year maturity (“TEC 10 OAT floating-rate bonds”).

^(A)  Options subject to performance condition: Among the 960,000 share options granted in April 7, 2011, 180,000 are subjected to performance conditions based on revenue excluding traffic acquisition costs targets that were met in 2012.

^(B) On October 25, 2012, the Board of Directors of the Parent also granted a total of 257,688 BSPCE to our co-founders. The conditions of exercise of these BSPCE are linked to a future liquidity event or a transfer of control of the Company, and the number of BSPCE that can be exercised are determined by the event’s date which cannot occur after March 31, 2014. Based on the assumptions known as at December 31, 2012, we determined that the share-based compensation expense would be recognized over a one-year period. This assumption was confirmed in 2013.

^(C) On October 29, 2015, the Board of Directors of the Parent also granted a total of 337,960 RSU to Criteo employees under condition of presence and to certain senior managers, employees and members of the management, subject to the achievement of internal performance objectives and condition of presence. Based on the assumptions known at December 31, 2015, we determined the share-based compensation expense by applying a probability ratio on performance objectives completion. This assumption was confirmed in 2016. On January 29, 2016, the Board of Directors of the Parent granted a total of 33,010 RSUs to members of the management, subject to the achievement of internal performance objectives and condition of presence. Based on the assumptions known at December 31, 2016, we determined the share-based compensation expense by applying a probability ratio on performance objectives completion. This assumption was confirmed in 2016.

^(D) On July 28, 2016, the Board of Directors of the Parent granted a total of 195,250 RSUs to certain senior managers and members of the management, subject to the achievement of internal performance objectives and condition of presence. Based on the assumptions known at December 31, 2016, we determined the share-based compensation expense by applying a probability ratio on performance objectives completion. This assumption was confirmed in 2017.

^(E) On June 27, 2017, the Board of Directors of the Parent granted a total of 135,500 RSUs to certain senior managers and members of the management, subject to the achievement of internal performance objectives and condition of presence. Based on the assumptions known at December 31, 2017, we determined the share-based compensation expense by applying a probability ratio on performance objectives completion. This assumption was confirmed in 2018.

^(F) On July 26, 2018, the Board of Directors of the Parent granted a total of 203,332 RSUs to certain senior managers and members of the management, subject to the achievement of internal performance objectives and condition of presence. Based on the assumptions known at December 31, 2018, we determined the share-based compensation expense by applying a probability ratio on performance objectives completion.

^(G) On April 25, 2019, the Board of Directors of the Parent granted a total of 257,291 RSUs to members of the management, subject to the achievement of internal performance objectives and condition of presence. Based on the assumptions known at December 31, 2019, we determined the share-based compensation expense by applying a probability ratio on performance objectives completion.

Change in Number of outstanding BSPCE / OSA / RSU

	OSAs		RSUs		Total
Balance at January 1, 2017	4,960,092		3,243,279		8,203,371
Granted	355,010		1,891,702		2,246,712
Exercised (BSPCE and OSA)	(1,668,838	)	—		(1,668,838	)
Vested (RSU)	—		(379,135	)	(379,135	)
Forfeited	(453,556	)	(543,338	)	(996,894	)
Expired	—		—		—
Balance at December 31, 2017	3,192,708		4,212,508		7,405,216
Granted	1,013,065		3,133,644		4,146,709
Exercised (BSPCE and OSA)	(137,348	)	—		(137,348	)
Vested (RSU)	—		(1,362,873	)	(1,362,873	)
Forfeited	(880,960	)	(1,203,142	)	(2,084,102	)
Expired	—		—		—
Balance at December 31, 2018	3,187,465		4,780,137		7,967,602
Granted	438,347		3,147,751		3,586,098
Exercised (BSPCE and OSA)	(83,266	)	—		(83,266	)
Vested (RSU)	—		(1,219,112	)	(1,219,112	)
Forfeited	(983,012	)	(1,729,789	)	(2,712,801	)
Expired	—		—		—
Balance at December 31, 2019	2,559,534		4,978,987		7,538,521

Breakdown of the Closing Balance

	Plans   1 & 2		Plan 3		Plan 5		Plan 6		Plan 7		Plan 8		Plan 9		Plan 10		Plan 11		Plan 12		RSUs		Total
Balance at December 31, 2017
Number outstanding	15,020		89,921		251,306		70,803		372,590		1,929,403		463,665		—		—		—		4,212,508		7,405,216
Weighted-average exercise price	€	0.87	€	4.03	€	5.95	€	9.65	€	17.70	€	32.07	€	42.04	€	—	€	—	€	—	€	—	€	28.33
Number exercisable	15,020		89,921		251,306		70,803		359,702		1,145,511		38,867		—		—		—		—		1,971,130
Weighted-average exercise price	€	0.87	€	4.03	€	5.95	€	9.65	€	17.31	€	30.88	€	38.20	€	—	€	—	€	—	€	—	€	23.16
Weighted-average remaining contractual life	1.6 years		3.4 years		4.3 years		5.1 years		5.8 years		7.2 years		9.2 years		—		—		—		—		6.9 years
Balance at December 31, 2018
Number outstanding	3,600		67,751		242,613		41,338		306,172		1,599,033		328,726		532,732		65,500		—		4,780,137		7,967,602
Weighted-average exercise price	€	0.70	€	4.43	€	5.95	€	9.26	€	17.95	€	30.99	€	41.75	€	25.79	€	18.72	€	—	€	—	€	26.94
Number exercisable	3,600		67,751		242,613		41,338		306,172		1,417,904		161,658		—		—		—		—		2,241,036
Weighted-average exercise price	€	0.70	€	4.43	€	5.95	€	9.26	€	17.95	€	30.04	€	41.37	€	—	€	—	€	—	€	—	€	25.39
Weighted-average remaining contractual life	1.2 years		2.4 years		3.3 years		4.0 years		4.9 years		6.2 years		8.2 years		9.3 years		9.8 years		—		—		6.7 years
Balance at December 31, 2019
Number outstanding	3,600		63,544		230,673		26,350		216,157		1,080,017		116,580		318,766		128,380		375,467		4,978,987		7,538,521
Weighted-average exercise price	€	0.70	€	4.37	€	5.95	€	9.28	€	17.70	€	29.69	€	41.50	€	26.58	€	17.32	€	15.67	€	—	€	23.09
Number exercisable	3,600		63,544		230,673		26,350		216,157		1,066,670		80,966		129,908		16,375		—		—		1,834,243
Weighted-average exercise price	€	0.70	€	4.37	€	5.95	€	9.28	€	17.70	€	29.58	€	41.17	€	26.42	€	—	—		€	—	€	24.12
Weighted-average remaining contractual life	0.2 years		1.4 years		2.3 years		3.0 years		3.9 years		5.1 years		7.1 years		8.3 years		9.1 years		9.9 years		—		6.2 years

Non-Employee Warrants (Bons de Souscription d’Actions or BSA)

In addition to the RSUs, share options and BSPCE grants, the shareholders of the Parent also authorized the grant of non-employee warrants or Bons de Souscription d’Actions (“BSA”), as indicated below:

• Plan A : up to one-eighth (1/8) at the expiration of each quarter following the date of grant, and this during twenty-four (24) months; and at the latest within ten (10) years as from the date of grant.

• Plan B : up to one third (1/3) of the non-employee warrants on the first anniversary of the date of grant; then up to one twelfth (1/12) at the expiration of each quarter following the first anniversary of the beginning of the vesting period, and this during twenty-four (24) months thereafter; and at the latest within ten (10) years as from the date of grant.

• Plan C : up to one-twenty fourth (1/24) at the expiration of each month following the date of grant, and this during twenty-four (24) months, and at the latest within ten (10) years as from the date of grant.

• Plan D (member of the advisory board) : up to one-twenty fourth (1/24) at the expiration of each month following the date of grant, and this during twenty-four (24) months; and at the latest within ten (10) years as from the date of grant.

• Plan D (not member of the advisory board): one-third (1/3) at the date of grant; one third (1/3) at the first anniversary of the date of grant; one third (1/3) at the second anniversary of the date of grant; and at the latest within ten (10) years as from the date of grant.

• Plans E, F, G, H and I: up to one fourth (1/4) of the non-employee warrants on the first anniversary of the date of grant; up to one-sixteenth (1/16) at the expiration of each quarter following the first anniversary of the date of grant, and this during thirty-six (36) months thereafter; and at the latest within ten (10) years from the date of grant.

Upon exercise of the non-employee warrants, we offer settlement of the warrants in newly issued ordinary shares of the Parent.

Details of Non-Employee Warrants

	Plan A		Plan B		Plan C	Plan D	Plan E		Plan F	Plan G	Plan H			Plan I
Dates of grant (Boards of Directors)	November 17, 2009		March 11, 2010		November 16, 2010 - September 21, 2011	October 25, 2012 - March 6, 2013	March 19, 2015 - October 29, 2015		April 20, 2016 - March 1, 2017	July 27, 2017 - October 26, 2017	October 25, 2018			October 24, 2019
Vesting period	2 years		3 years		2 years	2 years	1 - 4 years		1 - 4 years	1 - 4 years	1 - 4 years			1 - 4 years
Contractual life	10 years		10 years		10 years	10 years	10 years		10 years	10 years	10 years			10 years
Number of warrants granted	231,792		277,200		192,000	125,784	38,070		59,480	46,465	125,000			105,680
Share entitlement per warrant	1		1		1	1	1		1	1	1			1
Share warrant price	€0.02		€0.07 - €0.11		€0.04 - €0.30	€0.43 - €0.48	€9.98 - €16.82		€13.89 - €17.44	€13.88 - €17.55	€	6.91		€	6.81
Exercise price	€0.70		€0.70		€0.70 - €5.95	€8.28 - €9.65	€35.18 - €41.02		€33.98 - €43.42	€35.80 - €44.37	€	19.71		€	17.44
Valuation method	Binomial method
Grant date share fair value	€0.20		€0.70		€0.70 - €4.98	€6.43 - €9.65	€35.18 - €41.02		€33.98 - €44.33	€35.80 - €44.37	€	19.71		€	17.44
Expected volatility (1)	55.7	%	55.2	%	53.5% - 55.0%	50.0% - 50.2%	39.9	%	40.6% - 40.9%	41.0% - 41.3%	40.7		%	37.2		%
Discount rate (2)	3.58	%	3.44	%	2.62% - 3.38%	2.13% - 2.27%	0% - 0.52%		0.10% - 0.66%	0.54% - 0.60%	0.6		%	(0.2		)%
Performance conditions	No		Yes (A)		No	No	No		No	No	No			No
Fair value per warrant	€0.05		€0.33 - €0.38		€0.40 - €2.58	€2.85 - €4.98	€9.98 - €16.82		€13.89 - €14.55	€13.88 - €17.55	€	6.91		€	6.81

⁽¹⁾  Based on similar listed entities.

⁽²⁾ Based on Obligations Assimilables du Trésor, i.e. French government bonds with a ten-year maturity (“TEC 10 OAT floating-rate bonds”).

(A) All the performance conditions were achieved during the period ended December 31, 2010.

Changes in Number of Non-Employee Warrants

Balance at January 1, 2017	188,125
Granted	57,290
Exercised	(59,139	)
Forfeited
Balance at December 31, 2017	186,276
Granted	125,000
Exercised	—
Forfeited	(19,606	)
Balance at December 31, 2018	291,670
Granted	105,680
Exercised	—
Forfeited	(33,583	)
Balance at December 31, 2019	363,767

Breakdown of the Closing Balance

	Non-employee warrants
Balance at December 31, 2017
Number outstanding	186,276
Weighted-average exercise price	€	23.93
Number exercisable	86,385
Weighted-average exercise price	€	15.86
Weighted-average remaining contractual life	7.6 years
Balance at December 31, 2018
Number outstanding	291,670
Weighted-average exercise price	€	13.02
Number exercisable	108,780
Weighted-average exercise price	€	18.95
Weighted-average remaining contractual life	7.9 years
Balance at December 31, 2019
Number outstanding	363,767
Weighted-average exercise price	€	14.83
Number exercisable	156,604
Weighted-average exercise price	€	17.52
Weighted-average remaining contractual life	7.6 years

Reconciliation with the Consolidated Statements of Income

	Balance for the year ended December 31, 2017												Balance for the year ended December 31, 2018												Balance for the year ended December 31, 2019
	(in thousands)
	R&D			S&O			G&A			Total			R&D			S&O			G&A			Total			R&D			S&O			G&A			Total
RSUs	(19,377		)	(30,753		)	(13,295		)	(63,425		)	(20,499		)	(27,025		)	(12,179		)	(59,703		)	(9,742		)	(17,282		)	(11,109		)	(38,133		)
Share options / BSPCE	(1,635		)	22			(4,870		)	(6,483		)	(860		)	(1,616		)	(2,938		)	(5,414		)	422			398			(2,300		)	(1,480		)
Plan 5	—			—			—			—			—			—			—			—			—			—			—			—
Plan 6	(7		)	1			(15		)	(21		)	—			—			—			—			—			—			—			—
Plan 7	(52		)	224			(35		)	137			(2		)	(1		)	(1		)	(4		)	—			—			—			—
Plan 8	(1,085		)	186			(2,883		)	(3,782		)	169			(553		)	(493		)	(877		)	131			90			(187		)	34
Plan 9	(491		)	(389		)	(1,937		)	(2,817		)	(495		)	(461		)	(902		)	(1,858		)	202			258			(314		)	146
Plan 10	—			—			—			—			(532		)	(601		)	(1,485		)	(2,618		)	89			178			(1,454		)	(1,187		)
Plan 11	—			—			—			—			—			—			(57		)	(57		)	—			(128		)	(269		)	(397		)
Plan 12	—			—			—			—			—			—			—			—			—			—			(76		)	(76		)
Total share-based compensation	(21,012		)	(30,731		)	(18,165		)	(69,908		)	(21,359		)	(28,641		)	(15,117		)	(65,117		)	(9,320		)	(16,884		)	(13,409		)	(39,613		)
BSAs	—			—			(1,704		)	(1,704		)	—			—			(1,483		)	(1,483		)							(1,386		)	(1,386		)
Total equity awards compensation expense	$	(21,012	)	$	(30,731	)	$	(19,869	)	$	(71,612	)	$	(21,359	)	$	(28,641	)	$	(16,600	)	$	(66,600	)	$	(9,320	)	$	(16,884	)	$	(14,795	)	$	(40,999	)

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Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Deferred Tax Asset and Liability Activity [Roll Forward]
Deferred Tax Assets, Net of Valuation Allowance	$ 23,124	$ 22,724
Change in deferred taxes	(15,418)	8,157	$ 13,269
Change recognized in OCI	163	(318)
Change in consolidation scope	0	(6,911)
Other	11,105	2
Currency translation adjustments	(261)	(530)
Deferred Tax Assets, Net of Valuation Allowance	18,713	23,124	22,724
Net operating loss carryforwards
Deferred Tax Asset and Liability Activity [Roll Forward]
Deferred Tax Assets, Gross	55,358	37,272
Change in deferred taxes	(27,680)	18,715
Change recognized in OCI	0	0
Change in consolidation scope	(330)	1,697
Other	0	(820)
Currency translation adjustments	(371)	(1,506)
Deferred Tax Assets, Gross	26,977	55,358	37,272
Intangibles
Deferred Tax Asset and Liability Activity [Roll Forward]
Deferred Tax Liabilities, Gross	(25,345)	(21,662)
Change in deferred taxes	7,214	5,215
Change recognized in OCI	0	0
Change in consolidation scope	0	(9,150)
Other	0	0
Currency translation adjustments	91	252
Deferred Tax Liabilities, Gross	(18,040)	(25,345)	(21,662)
Stock compensation
Deferred Tax Asset and Liability Activity [Roll Forward]
Deferred Tax Assets, Gross	14,400	15,400
Change in deferred taxes	(3,515)	(960)
Change recognized in OCI	0	0
Change in consolidation scope	0	(40)
Other	0	0
Currency translation adjustments	0	0
Deferred Tax Assets, Gross	10,885	14,400	15,400
Bad debt allowance
Deferred Tax Asset and Liability Activity [Roll Forward]
Deferred Tax Assets, Gross	3,879	3,089
Change in deferred taxes	(1,871)	840
Change recognized in OCI	0	0
Change in consolidation scope	0	0
Other	0	0
Currency translation adjustments	(19)	(50)
Deferred Tax Assets, Gross	1,989	3,879	3,089
Personnel-related accruals
Deferred Tax Asset and Liability Activity [Roll Forward]
Deferred Tax Assets, Gross	7,317	6,507
Change in deferred taxes	219	944
Change recognized in OCI	0	0
Change in consolidation scope	0	0
Other	0	0
Currency translation adjustments	(24)	(134)
Deferred Tax Assets, Gross	7,512	7,317	6,507
Other accruals
Deferred Tax Asset and Liability Activity [Roll Forward]
Deferred Tax Assets, Gross	3,901	4,914
Change in deferred taxes	290	(588)
Change recognized in OCI	0	0
Change in consolidation scope	0	0
Other	0	(44)
Currency translation adjustments	(74)	(381)
Deferred Tax Assets, Gross	4,117	3,901	4,914
Projected benefit obligation
Deferred Tax Asset and Liability Activity [Roll Forward]
Deferred Tax Assets, Gross	1,907	1,774
Change in deferred taxes	575	612
Change recognized in OCI	473	(425)
Change in consolidation scope	0	34
Other	0	(2)
Currency translation adjustments	(32)	(86)
Deferred Tax Assets, Gross	2,923	1,907	1,774
Financial instruments
Deferred Tax Asset and Liability Activity [Roll Forward]
Deferred Tax Liabilities, Gross	(586)	(1,776)
Change in deferred taxes	1,014	1,145
Change recognized in OCI	0	0
Change in consolidation scope	0	0
Other	0	(1)
Currency translation adjustments	15	46
Deferred Tax Liabilities, Gross		(586)	(1,776)
Deferred Tax Assets, Gross	443
Other
Deferred Tax Asset and Liability Activity [Roll Forward]
Deferred Tax Assets, Gross	5,479	12,273
Change in deferred taxes	(9,472)	(7,694)
Change recognized in OCI	0	0
Change in consolidation scope	0	(14)
Other	11,105	882
Currency translation adjustments	84	32
Deferred Tax Assets, Gross	7,196	5,479	12,273
Valuation allowance
Deferred Tax Asset and Liability Activity [Roll Forward]
Deferred Tax Assets, Valuation Allowance	(43,186)	(35,067)
Change in deferred taxes	17,808	(10,072)
Change recognized in OCI	(310)	107
Change in consolidation scope	330	562
Other	0	(13)
Currency translation adjustments	69	1,297
Deferred Tax Assets, Valuation Allowance	$ (25,289)	$ (43,186)	$ (35,067)

XML

Nature of Expenses Allocated by Function - Cost of Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Revenue from External Customer [Line Items]
Cost of Goods and Services Sold	$ (1,314,947)	$ (1,334,334)	$ (1,355,556)
Other cost of revenue	(117,533)	(131,744)	(121,641)
Depreciation and amortization	(44,866)	(67,346)	(54,219)
Total cost of revenue	(1,432,480)	(1,466,078)	(1,477,197)
Hosting costs
Revenue from External Customer [Line Items]
Cost of Goods and Services Sold	(57,139)	(54,764)	(57,895)
Data acquisition
Revenue from External Customer [Line Items]
Data acquisition	(2,410)	(282)	(269)
Other cost of sales
Revenue from External Customer [Line Items]
Cost of Goods and Services Sold	$ (13,118)	$ (9,352)	$ (9,258)

XML

Financial Income and Expenses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Other Income and Expenses [Abstract]
Financial income from cash equivalents	$ 1,528	$ 1,055	$ 883
Interest and fees	(2,383)	(2,107)	(2,856)
Interest on debt	(1,756)	(1,796)	(2,459)
Fees	(627)	(311)	(397)
Foreign exchange (loss) gain	(4,425)	(3,945)	(7,495)
Other financial expense	(469)	(87)	(66)
Total financial income (expense)	$ (5,749)	$ (5,084)	$ (9,534)

XML

Significant Events and Transactions of the Period - Rollforward of Restructuring Liabilities (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2019
New Organization Structure
Restructuring Reserve [Roll Forward]
Restructuring liability - beginning of the period		$ 0
Restructuring charges	$ 577	622
Restructuring costs - non cash items		3,271
Amounts paid		(3,383)
Restructuring liability - end of the period	510	510
Offices Right Sizing Plan
Restructuring Reserve [Roll Forward]
Restructuring liability - beginning of the period		0
Restructuring charges	9,366	12,242
Restructuring costs - non cash items		(8,260)
Amounts paid		(3,175)
Restructuring liability - end of the period	807	807
Closing R&D operations in Palo Alto
Restructuring Reserve [Roll Forward]
Restructuring liability - beginning of the period		0
Restructuring charges	718	718
Restructuring costs - non cash items		4,863
Amounts paid		0
Restructuring liability - end of the period	$ 5,581	$ 5,581

XML

Principles and Accounting Methods - Schedule of Consolidations (Details)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Criteo France SAS
Schedule of Investments [Line Items]
Voting rights	100.00%	100.00%
Ownership Interest	100.00%	100.00%
Criteo Finance SAS
Schedule of Investments [Line Items]
Voting rights	100.00%	100.00%
Ownership Interest	100.00%	100.00%
Storetail Marketing Services SAS
Schedule of Investments [Line Items]
Voting rights	100.00%	100.00%
Ownership Interest	100.00%	100.00%
Condigolabs SAS
Schedule of Investments [Line Items]
Voting rights	100.00%	0.00%
Ownership Interest	40.00%	0.00%
Criteo Ltd
Schedule of Investments [Line Items]
Voting rights	100.00%	100.00%
Ownership Interest	100.00%	100.00%
HookLogic Ltd (2)
Schedule of Investments [Line Items]
Voting rights	0.00%	100.00%
Ownership Interest	0.00%	100.00%
Storetail Marketing Services Ltd
Schedule of Investments [Line Items]
Voting rights	100.00%	100.00%
Ownership Interest	100.00%	100.00%
Criteo Corp
Schedule of Investments [Line Items]
Voting rights	100.00%	100.00%
Ownership Interest	100.00%	100.00%
Manage, Inc.
Schedule of Investments [Line Items]
Voting rights	100.00%	100.00%
Ownership Interest	100.00%	100.00%
Criteo Gmbh
Schedule of Investments [Line Items]
Voting rights	100.00%	100.00%
Ownership Interest	100.00%	100.00%
Criteo Nordics AB
Schedule of Investments [Line Items]
Voting rights	100.00%	0.00%
Ownership Interest	100.00%	0.00%
Criteo Korea Ltd.
Schedule of Investments [Line Items]
Voting rights	100.00%	0.00%
Ownership Interest	100.00%	0.00%
Criteo KK
Schedule of Investments [Line Items]
Voting rights	66.00%	66.00%
Ownership Interest	66.00%	66.00%
Criteo Do Brasil LTDA
Schedule of Investments [Line Items]
Voting rights	100.00%	100.00%
Ownership Interest	100.00%	100.00%
Criteo BV
Schedule of Investments [Line Items]
Voting rights	100.00%	100.00%
Ownership Interest	100.00%	100.00%
Criteo Pty
Schedule of Investments [Line Items]
Voting rights	100.00%	100.00%
Ownership Interest	100.00%	100.00%
Criteo Srl
Schedule of Investments [Line Items]
Voting rights	100.00%	100.00%
Ownership Interest	100.00%	100.00%
Criteo Advertising (Beijng) Co. Ltd
Schedule of Investments [Line Items]
Voting rights	100.00%	100.00%
Ownership Interest	100.00%	100.00%
Criteo Singapore Pte. Ltd.
Schedule of Investments [Line Items]
Voting rights	100.00%	100.00%
Ownership Interest	100.00%	100.00%
Criteo LLC
Schedule of Investments [Line Items]
Voting rights	100.00%	100.00%
Ownership Interest	100.00%	100.00%
Criteo Europa S.L.
Schedule of Investments [Line Items]
Voting rights	100.00%	100.00%
Ownership Interest	100.00%	100.00%
Criteo Espana S.L.
Schedule of Investments [Line Items]
Voting rights	100.00%	100.00%
Ownership Interest	100.00%	100.00%
Storetail Marketing Services S.L.U
Schedule of Investments [Line Items]
Voting rights	100.00%	100.00%
Ownership Interest	100.00%	100.00%
Criteo Canada Corp.
Schedule of Investments [Line Items]
Voting rights	100.00%	100.00%
Ownership Interest	100.00%	100.00%
Criteo Reklamcılık Hizmetleri ve Ticaret Anonim Şirketi
Schedule of Investments [Line Items]
Voting rights	100.00%	100.00%
Ownership Interest	100.00%	100.00%
Criteo MEA FZ-LLC
Schedule of Investments [Line Items]
Voting rights	100.00%	100.00%
Ownership Interest	100.00%	100.00%
Criteo India Private Ltd.
Schedule of Investments [Line Items]
Voting rights	100.00%	100.00%
Ownership Interest	100.00%	100.00%
Criteo S.A
Schedule of Investments [Line Items]
Voting rights	100.00%	100.00%
Ownership Interest	100.00%	100.00%

XML

Employee Benefits - Schedule of Assumptions Used for Actuarial Valuations (Details)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Defined Benefit Plan Disclosure [Line Items]
Discount rate (Corp AA)	1.10%	2.10%	1.70%
Expected rate of salary increase	5.00%	5.00%	5.00%
Minimum
Defined Benefit Plan Disclosure [Line Items]
Expected rate of social charges	49.00%	49.00%	49.00%
Expected staff turnover	0.00%	0.00%	0.00%
Maximum
Defined Benefit Plan Disclosure [Line Items]
Expected rate of social charges	50.00%	50.00%	50.00%
Expected staff turnover	10.50%	10.50%	10.50%

XML

Share-Based Compensation - Details of Non-Employee Warrants (Details) - € / shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Class of Warrant or Right [Line Items]
Options granted (in shares)	3,586,098	4,146,709	2,246,712
Minimum
Class of Warrant or Right [Line Items]
Grant date share fair value (in Euro per share)	€ 33.98
Maximum
Class of Warrant or Right [Line Items]
Grant date share fair value (in Euro per share)	€ 49.08
BSA
Class of Warrant or Right [Line Items]
Options granted (in shares)	105,680	125,000	57,290
BSA | Plan A
Class of Warrant or Right [Line Items]
Award Vesting Period (in years)	2 years
Contractual Life (in years)	10 years		10 years
Options granted (in shares)	231,792
Share entitlement per option	1
Share warrant price (in Euro per share)	€ 0.02
Exercise price (in Euro per share)	0.70
Grant date share fair value (in Euro per share)	€ 0.20
Expected volatility	55.70%
Discount rate	3.58%
Fair value per warrant	€ 0.05
BSA | Plan B
Class of Warrant or Right [Line Items]
Award Vesting Period (in years)	3 years
Contractual Life (in years)	10 years		10 years
Options granted (in shares)	277,200
Share entitlement per option	1
Exercise price (in Euro per share)	€ 0.70
Grant date share fair value (in Euro per share)	€ 0.70
Expected volatility	55.20%
Discount rate	3.44%
BSA | Plan B | Minimum
Class of Warrant or Right [Line Items]
Share warrant price (in Euro per share)	€ 0.07
Fair value per warrant	0.33
BSA | Plan B | Maximum
Class of Warrant or Right [Line Items]
Share warrant price (in Euro per share)	0.11
Fair value per warrant	€ 0.38
BSA | Plan C
Class of Warrant or Right [Line Items]
Award Vesting Period (in years)	2 years
Contractual Life (in years)	10 years		10 years
Options granted (in shares)	192,000
Share entitlement per option	1
BSA | Plan C | Minimum
Class of Warrant or Right [Line Items]
Share warrant price (in Euro per share)	€ 0.04
Exercise price (in Euro per share)	0.70
Grant date share fair value (in Euro per share)	€ 0.70
Expected volatility	53.50%
Discount rate	2.62%
Fair value per warrant	€ 0.40
BSA | Plan C | Maximum
Class of Warrant or Right [Line Items]
Share warrant price (in Euro per share)	0.30
Exercise price (in Euro per share)	5.95
Grant date share fair value (in Euro per share)	€ 4.98
Expected volatility	55.00%
Discount rate	3.38%
Fair value per warrant	€ 2.58
BSA | Plan D
Class of Warrant or Right [Line Items]
Award Vesting Period (in years)	2 years
Contractual Life (in years)	10 years		10 years
Options granted (in shares)	125,784
Share entitlement per option	1
BSA | Plan D | Minimum
Class of Warrant or Right [Line Items]
Share warrant price (in Euro per share)	€ 0.43
Exercise price (in Euro per share)	8.28
Grant date share fair value (in Euro per share)	€ 6.43
Expected volatility	50.00%
Discount rate	2.13%
Fair value per warrant	€ 2.85
BSA | Plan D | Maximum
Class of Warrant or Right [Line Items]
Share warrant price (in Euro per share)	0.48
Exercise price (in Euro per share)	9.65
Grant date share fair value (in Euro per share)	€ 9.65
Expected volatility	50.20%
Discount rate	2.27%
Fair value per warrant	€ 4.98
BSA | Plan E
Class of Warrant or Right [Line Items]
Contractual Life (in years)	10 years
Options granted (in shares)	38,070
Share entitlement per option	1
Expected volatility	39.90%
BSA | Plan E | Minimum
Class of Warrant or Right [Line Items]
Award Vesting Period (in years)	1 year
Share warrant price (in Euro per share)	€ 9.98
Exercise price (in Euro per share)	35.18
Grant date share fair value (in Euro per share)	€ 35.18
Discount rate	0.00%
Fair value per warrant	€ 9.98
BSA | Plan E | Maximum
Class of Warrant or Right [Line Items]
Award Vesting Period (in years)	4 years
Share warrant price (in Euro per share)	€ 16.82
Exercise price (in Euro per share)	41.02
Grant date share fair value (in Euro per share)	€ 41.02
Discount rate	0.52%
Fair value per warrant	€ 16.82
BSA | Plan F
Class of Warrant or Right [Line Items]
Contractual Life (in years)	10 years
Options granted (in shares)	59,480
Share entitlement per option	1
BSA | Plan F | Minimum
Class of Warrant or Right [Line Items]
Award Vesting Period (in years)	1 year
Share warrant price (in Euro per share)	€ 13.89
Exercise price (in Euro per share)	33.98
Grant date share fair value (in Euro per share)	€ 33.98
Expected volatility	40.60%
Discount rate	0.10%
Fair value per warrant	€ 13.89
BSA | Plan F | Maximum
Class of Warrant or Right [Line Items]
Award Vesting Period (in years)	4 years
Share warrant price (in Euro per share)	€ 17.44
Exercise price (in Euro per share)	43.42
Grant date share fair value (in Euro per share)	€ 44.33
Expected volatility	40.90%
Discount rate	0.66%
Fair value per warrant	€ 14.55
BSA | Plan G
Class of Warrant or Right [Line Items]
Contractual Life (in years)	10 years
Options granted (in shares)	46,465
Share entitlement per option	1
BSA | Plan G | Minimum
Class of Warrant or Right [Line Items]
Award Vesting Period (in years)	1 year
Share warrant price (in Euro per share)	€ 13.88
Exercise price (in Euro per share)	35.80
Grant date share fair value (in Euro per share)	€ 35.80
Expected volatility	41.00%
Discount rate	0.54%
Fair value per warrant	€ 13.88
BSA | Plan G | Maximum
Class of Warrant or Right [Line Items]
Award Vesting Period (in years)	4 years
Share warrant price (in Euro per share)	€ 17.55
Exercise price (in Euro per share)	44.37
Grant date share fair value (in Euro per share)	€ 44.37
Expected volatility	41.30%
Discount rate	0.60%
Fair value per warrant	€ 17.55
BSA | Plan H
Class of Warrant or Right [Line Items]
Contractual Life (in years)	10 years
Options granted (in shares)	125,000
Share entitlement per option	1
Share warrant price (in Euro per share)	€ 6.91
Exercise price (in Euro per share)	19.71
Grant date share fair value (in Euro per share)	€ 19.71
Expected volatility	40.70%
Discount rate	0.60%
Fair value per warrant	€ 6.91
BSA | Plan H | Minimum
Class of Warrant or Right [Line Items]
Award Vesting Period (in years)	1 year
BSA | Plan H | Maximum
Class of Warrant or Right [Line Items]
Award Vesting Period (in years)	4 years
BSA | Plan I
Class of Warrant or Right [Line Items]
Contractual Life (in years)	10 years
Options granted (in shares)	105,680
Share entitlement per option	1
Share warrant price (in Euro per share)	€ 6.81
Exercise price (in Euro per share)	17.44
Grant date share fair value (in Euro per share)	€ 17.44
Expected volatility	37.20%
Discount rate	(0.20%)
Fair value per warrant	€ 6.81
BSA | Plan I | Minimum
Class of Warrant or Right [Line Items]
Award Vesting Period (in years)	1 year
BSA | Plan I | Maximum
Class of Warrant or Right [Line Items]
Award Vesting Period (in years)	4 years

XML

Other Current Liabilities (Tables)

12 Months Ended

Dec. 31, 2019

Other Liabilities Disclosure [Abstract]

Other Current Liabilities

Other current liabilities are presented in the following table:

 

	Year Ended December 31,
	2018		2019
	(in thousands)
Clients' prepayments	$	10,328	$	13,618
Credit notes	13,183		16,420
Accounts payable relating to capital expenditures	21,454		4,408
Other creditors	1,527		1,213
Deferred revenue	623		227
Total	$	47,115	$	35,886

XML

Trade Receivables (Tables)

12 Months Ended

Dec. 31, 2019

Receivables [Abstract]

Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block]

The following table shows the breakdown in trade receivables net book value for the presented periods:

	Year Ended December 31,
	2018			2019
	(in thousands)
Trade accounts receivables	$	499,819		$	497,800
(Less) Allowance for doubtful accounts	(25,918		)	(16,068		)
Net book value at end of period	$	473,901		$	481,732

Accounts Receivable, Allowance for Credit Loss

Changes in allowance for doubtful accounts are summarized below:

	Year Ended December 31,
	2017			2018			2019
				(in thousands)
Balance at beginning of period	$	(11,598	)	$	(20,818	)	$	(25,918	)
Provision for doubtful accounts	(13,315		)	(17,656		)	(11,072		)
Reversal of provision	4,821			11,956			20,811
Change in consolidation scope	—			(150		)	—
Currency translation adjustment	(726		)	750			111
Balance at end of period	$	(20,818	)	$	(25,918	)	$	(16,068	)

XML

Goodwill (Tables)

12 Months Ended

Dec. 31, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

	Goodwill
	(in thousands)
Balance at January 1, 2018	$	236,826
Additions to goodwill	77,905
Currency translation adjustment	(1,850		)
Balance at December 31, 2018	312,881
Additions to goodwill	5,277
Currency translation adjustment	(1,058		)
Balance at December 31, 2019	$	317,100

XML

Financial Income and Expenses

12 Months Ended

Dec. 31, 2019

Other Income and Expenses [Abstract]

Financial Income and Expenses

Financial Income and Expenses

The Consolidated Statements of Income line item “Financial income (expense)” can be broken down as follows:

	Year Ended December 31,
	2017			2018			2019
	(in thousands)
Financial income from cash equivalents	$	883		$	1,055		$	1,528
Interest and fees	(2,856		)	(2,107		)	(2,383		)
Interest on debt	(2,459		)	(1,796		)	(1,756		)
Fees	(397		)	(311		)	(627		)
Foreign exchange (loss) gain	(7,495		)	(3,945		)	(4,425		)
Other financial expense	(66		)	(87		)	(469		)
Total financial income (expense)	$	(9,534	)	$	(5,084	)	$	(5,749	)

The $5.7 million financial expense for the period ended December 31, 2019 was mainly driven by the non-utilization costs and upfront fees amortization incurred as part of our available RCF financing and the recognition of a negative impact of foreign exchange reevaluations net of related hedging. At December 31, 2019, our exposure to foreign currency risk was centralized at Criteo S.A. and hedged using foreign currency swaps or forward purchases or sales of foreign currencies.

The $5.1 million financial expense for the period ended December 31, 2018 was mainly driven by the non-utilization costs and upfront fees amortization incurred as part of our available RCF financing. The intra-group position between Criteo S.A. and its U.S subsidiary in the context of the funding of the Hooklogic acquisition is qualified as a net investment in a foreign operation from February 2018 and no longer requires hedging, resulting in reduced costs compared to the same period ended December 31, 2018.

XML

Revenue Revenue

12 Months Ended

Dec. 31, 2019

Revenue from Contract with Customer [Abstract]

Revenue

Revenue

Adoption of ASC Topic 606, “Revenue from contracts with customers”

On January 1, 2018, we adopted Topic 606 using the modified retrospective method. The new standard had no significant impact on our Consolidated Financial Statements.

Revenue Recognition

We sell personalized display advertisements featuring product-level recommendations either directly to clients or to advertising agencies. Historically, the Criteo model has focused solely on converting our clients' website visitors into customers, enabling us to charge our clients only when users engage with an ad we deliver, usually by clicking on it. More recently, we have expanded our solutions to address a broader range of marketing goals for our clients.

We offer two families of solutions to our commerce and brand clients:

• Criteo Marketing Solutions allow commerce companies to address multiple marketing goals by engaging their consumers with personalized ads across the web, mobile and offline store environments.

• Criteo Retail Media solutions allow retailers to generate advertising revenues from consumer brands, and/or to drive sales for themselves, by monetizing their data and audiences through personalized ads, either on their own digital property or on the open Internet, that address multiple marketing goals.

In conjunction with expanding our solutions, we have also started expanding our pricing models to now include a combination of cost-per-install and cost-per-impression for selected new solutions, in addition to cost-per-click.

We recognize revenues when we transfer control of promised services directly to our clients or to advertising agencies, which we collectively refer to as our clients, in an amount that reflects the consideration to which we expect to be entitled to in exchange for those services.

For campaigns priced on a cost-per-click and cost-per-install basis, we bill our clients when a user clicks on an advertisement we deliver or installs an application by clicking on an advertisement we delivered, respectively. For these pricing models, we recognize revenue when a user clicks on an advertisement or installs an application.     

For campaigns priced on a cost-per-impression basis, we bill our clients based on the number of times an advertisement is displayed to a user. For this pricing model, we recognize revenue when an advertisement is displayed.

We act as principal in our arrangements because (i) we control the advertising inventory (spaces on websites) before it is transferred to our clients; (ii) we bear sole responsibility for fulfillment of the advertising promise and inventory risks and (iii) we have full discretion in establishing prices. Therefore, based on these factors, we report revenue earned and the related costs incurred on a gross basis.

Disaggregation of revenue

 The following tables disclose our consolidated revenue for each geographical area for each of the reported periods. Revenue by geographical area is based on the location of advertisers’ campaigns.

 

	Americas		EMEA		Asia-Pacific		Total
	(in thousands)
December 31, 2017	$	990,424	$	808,961	$	497,307	$	2,296,692
December 31, 2018	954,073		839,825		506,416		2,300,314
December 31, 2019	$	952,154	$	806,197	$	503,165	$	2,261,516

Excluding our historical solution for driving Conversion through Criteo Marketing Solution (formerly called Criteo Dynamic Retargeting), no individual solution accounted for more than 10% of total consolidated revenue for the periods presented.

Customer Credit Notes

We offer credit notes to certain customers as a form of incentive, which are accounted for as variable consideration. We estimate these amounts based on the expected amount to be provided to customers and they are recognized as a reduction of revenue. We believe that there will not be significant changes to our estimates of variable consideration.

Deferred Revenues

We record deferred revenues when cash payments are received or due in advance of our performance. Our payment terms vary depending on the service or the type of customer. For certain customers, we require payment before the services are delivered.

Practical Expedients     

We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.

We generally expense sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within sales and operating expenses.

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Leases

12 Months Ended

Dec. 31, 2019

Leases [Abstract]

Leases

Leases

On January 1, 2019, we adopted Accounting Standards Update No. 2016-02, Leases (Topic 842) which requires companies to recognize operating and financing lease liabilities and corresponding right-of-use assets on the balance sheet.

We have adopted Topic 842 effective January 1, 2019 on a modified retrospective basis and elected not to restate comparative periods. We chose to use certain practical expedients offered by the standard including:

• We did not reassess whether any expired or existing contracts are or contain leases, the lease classification for any expired or existing leases, or the initial direct costs for any existing leases.

• We do not recognize a lease liability or right of use asset for leases with a term of 12 months or less, and

• We used hindsight in determining the lease term.

We lease space under non-cancellable operating leases for our offices as well as our data centers. The company had no finance leases. Our office leases typically include free rent periods or rent escalation periods, and may also include leasehold improvement incentives. Leases for data centers may also include free rent periods or rent escalation periods. These leases typically do not include residual value guarantees. Both office and data center leases may contain both lease components (rent) and non-lease components (maintenance, electrical costs, and other service charges). Non-lease components are accounted for separately.

Both office and data center leases typically contain options to renew, and/or early terminate. We have evaluated management's expectations for these options as of December 31, 2019. Options have been included in the lease term if management has determined it is reasonably certain it will be exercised.

Operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate at lease commencement to determine the present value of future payments. We have a centralized treasury function, and the majority of our leases are negotiated and signed by representatives of Criteo SA. As such, the incremental borrowing rate of Criteo SA is used for all of our contracts. It is then adjusted in consideration of the currency of the lease and the lease term as of the lease commencement date.

Lease expense is recognized for minimum lease payments on a straight-line basis over the lease term. Variable costs are expensed in the period incurred. Variable expenses include changes in indexation. Leases for data centers may have variable costs based on electrical usage.

The components of lease expense are as follows:

	Three Months Ended									Twelve Months Ended
	December 31, 2019
	Offices			Data Centers			Total			Offices			Data Centers		Total
Lease expense	$	11,833		$	7,169		$	19,002		$	38,910		$	24,596	$	63,506
Short term lease expense	352			253			605			2,296			1,826		4,122
Variable lease expense	141			(958		)	(817		)	599			—		599
Sublease income	(378		)	—			(378		)	(2,916		)	—		(2,916		)
Total operating lease expense	$	11,948		$	6,464		$	18,412		$	38,889		$	26,422	$	65,311

Included in lease expense, are impairment related costs for the three months and the twelve months ended December 31, 2019, respectively, classified as Research and Development expenses $(0.7) million, Sales and Operations expenses $(6.4) million and General and Administrative expenses$(1.8) million. The impairment charge was recognized as a result of the Company's facilities right sizing program (Note 2).

As of December 31, 2019, we had future minimum lease payments as follows:

	December 31, 2019
	Offices			Data Centers			Total
	(in thousands)
2020	$	30,490		$	18,860		$	49,350
2021	28,845			12,550			41,395
2022	28,045			8,619			36,664
2023	18,614			2,198			20,812
2024	9,436			—			9,436
Thereafter	14,285			—			14,285
Total minimum lease payments	129,715			42,227			171,942
Impact of Discount Rate	(7,484		)	(617		)	(8,101		)
Total Lease Liability	$	122,231		$	41,610		$	163,841

The weighted average remaining lease term and discount rates as of December 31, 2019 are as follows:

	December 31, 2019
Weighted average remaining lease term (years)
Offices	4.52
Data Centers	2.52
Weighted average discount rate
Offices	2.47	%
Data Centers	1.85	%

Supplemental cash flow information related to our operating leases is as follows for the period December 31, 2019:

	Twelve Months Ended
	December 31, 2019
	(in thousands)
Cash paid for amounts included in the measurement of lease liabilities
Cash flow for operating activities	$	(54,259	)
Right of use assets obtained in exchange for new operating lease liabilities	$	15,714

As of December, 2019, we have additional operating leases, primarily for offices, that have not yet commenced which will result in additional operating lease liabilities and right of use assets of approximately $11.8 million. These operating leases will commence in 2020.

For periods prior to January 1, 2019, we accounted for our lease commitments in accordance with ASC 840. We recognized rent expense for leases on a straight-line basis over the life of the lease. For the three months ended December 31, 2018, we recognized expense for office leases of $9.3 million and data centers costs of $15.9 million. For the twelve months ended December 31, 2018 we recognized expense for office leases of $37.9 million and data center costs of $54.8 million. The rent expense recognized in prior periods included amounts which are now considered non-lease components such as maintenance services and electricity charges.

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Nature of Expenses Allocated by Function - Research and Development (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Condensed Income Statements, Captions [Line Items]
Personnel expenses	$ (436,351)	$ (451,428)	$ (445,563)
Personnel expense excluding equity awards compensation expense and research tax credit	(306,862)	(296,336)	(284,015)
Equity awards compensation expense	(40,999)	(66,600)	(71,612)
Research tax credit	16,213	10,687	6,289
Total research and development expenses	(172,591)	(179,263)	(173,925)
Research and Development Expense
Condensed Income Statements, Captions [Line Items]
Personnel expenses	(116,803)	(130,696)	(125,662)
Personnel expense excluding equity awards compensation expense and research tax credit	(123,696)	(120,024)	(110,939)
Equity awards compensation expense	(9,320)	(21,359)	(21,012)
Research tax credit	16,213	10,687	6,289
Other cash operating expenses	(37,820)	(37,119)	(34,073)
Subcontracting and other headcount related costs	(16,343)	(15,129)	(19,437)
Rent and facilities costs	(14,009)	(14,201)	(11,466)
Consulting and professional fees	(4,416)	(3,320)	(2,680)
Marketing costs	(3,818)	(4,976)	(909)
Other	766	507	419
Other non-cash operating expenses	(17,968)	(11,448)	(14,190)
Depreciation and amortization	(17,208)	(10,602)	(13,420)
Net change in other provisions	(760)	(846)	(770)
Total research and development expenses	$ (172,591)	$ (179,263)	$ (173,925)

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Share-Based Compensation - Reconciliation with the Consolidated Statements of Income (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shared-based compensation	$ (39,613)	$ (65,117)	$ (69,908)
Equity awards compensation expense	(40,999)	(66,600)	(71,612)
OSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shared-based compensation	(1,480)	(5,414)	(6,483)
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shared-based compensation	(38,133)	(59,703)	(63,425)
BSA
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Issuance of Stock and Warrants for Services or Claims	(1,386)	(1,483)	(1,704)
Plan 5 | OSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shared-based compensation	0	0	0
Plan 6 | OSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shared-based compensation	0	0	(21)
Plan 7 | OSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shared-based compensation	0	(4)	137
Plan 8 | OSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shared-based compensation	34	(877)	(3,782)
Plan 9 | OSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shared-based compensation	146	(1,858)	(2,817)
Plan 10 | OSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shared-based compensation	(1,187)	(2,618)	0
Plan 11 | OSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shared-based compensation	(397)	(57)	0
Plan 12 | OSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shared-based compensation	(76)	0	0
Research and Development Expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shared-based compensation	(9,320)	(21,359)	(21,012)
Equity awards compensation expense	(9,320)	(21,359)	(21,012)
Research and Development Expense | OSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shared-based compensation	422	(860)	(1,635)
Research and Development Expense | RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shared-based compensation	(9,742)	(20,499)	(19,377)
Research and Development Expense | BSA
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Issuance of Stock and Warrants for Services or Claims		0	0
Research and Development Expense | Plan 5 | OSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shared-based compensation	0	0	0
Research and Development Expense | Plan 6 | OSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shared-based compensation	0	0	(7)
Research and Development Expense | Plan 7 | OSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shared-based compensation	0	(2)	(52)
Research and Development Expense | Plan 8 | OSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shared-based compensation	131	169	(1,085)
Research and Development Expense | Plan 9 | OSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shared-based compensation	202	(495)	(491)
Research and Development Expense | Plan 10 | OSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shared-based compensation	89	(532)	0
Research and Development Expense | Plan 11 | OSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shared-based compensation	0	0	0
Research and Development Expense | Plan 12 | OSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shared-based compensation	0	0	0
Sales And Operations Expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shared-based compensation	(16,884)	(28,641)	(30,731)
Equity awards compensation expense	(16,884)	(28,641)	(30,731)
Sales And Operations Expense | OSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shared-based compensation	398	(1,616)	22
Sales And Operations Expense | RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shared-based compensation	(17,282)	(27,025)	(30,753)
Sales And Operations Expense | BSA
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Issuance of Stock and Warrants for Services or Claims		0	0
Sales And Operations Expense | Plan 5 | OSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shared-based compensation	0	0	0
Sales And Operations Expense | Plan 6 | OSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shared-based compensation	0	0	1
Sales And Operations Expense | Plan 7 | OSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shared-based compensation	0	(1)	224
Sales And Operations Expense | Plan 8 | OSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shared-based compensation	90	(553)	186
Sales And Operations Expense | Plan 9 | OSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shared-based compensation	258	(461)	(389)
Sales And Operations Expense | Plan 10 | OSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shared-based compensation	178	(601)	0
Sales And Operations Expense | Plan 11 | OSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shared-based compensation	(128)	0	0
Sales And Operations Expense | Plan 12 | OSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shared-based compensation	0	0	0
General and Administrative Expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shared-based compensation	(13,409)	(15,117)	(18,165)
Equity awards compensation expense	(14,795)	(16,600)	(19,869)
General and Administrative Expense | OSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shared-based compensation	(2,300)	(2,938)	(4,870)
General and Administrative Expense | RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shared-based compensation	(11,109)	(12,179)	(13,295)
General and Administrative Expense | BSA
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Issuance of Stock and Warrants for Services or Claims	(1,386)	(1,483)	(1,704)
General and Administrative Expense | Plan 5 | OSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shared-based compensation	0	0	0
General and Administrative Expense | Plan 6 | OSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shared-based compensation	0	0	(15)
General and Administrative Expense | Plan 7 | OSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shared-based compensation	0	(1)	(35)
General and Administrative Expense | Plan 8 | OSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shared-based compensation	(187)	(493)	(2,883)
General and Administrative Expense | Plan 9 | OSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shared-based compensation	(314)	(902)	(1,937)
General and Administrative Expense | Plan 10 | OSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shared-based compensation	(1,454)	(1,485)	0
General and Administrative Expense | Plan 11 | OSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shared-based compensation	(269)	(57)	0
General and Administrative Expense | Plan 12 | OSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shared-based compensation	$ (76)	$ 0	$ 0

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Categories of Financial Assets and Financial Liabilities - Financial Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Fair Value Disclosures [Abstract]
Trade receivables, net of allowances	$ 481,732	$ 473,901
Other taxes	60,924	53,338
Other current assets	17,225	22,816
Non-current financial assets	21,747	20,460
Total	$ 581,628	$ 570,515

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Significant Events and Transactions of the Period - Narrative (Details) - USD ($)	3 Months Ended		12 Months Ended
	Dec. 31, 2019	Mar. 31, 2019	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017	Jul. 26, 2019	Feb. 08, 2019	Oct. 25, 2018
Restructuring Cost and Reserve [Line Items]
Income from operations			$ 141,214,000	$ 147,107,000	$ 137,844,000
Net income			$ 95,969,000	$ 95,879,000	$ 96,659,000
Net income allocated to shareholders, Basic (in dollars per share)			$ 1.41	$ 1.33	$ 1.40
Number of shares authorized to be repurchased (in shares)							1,600,000
Research and development expenses			$ (172,591,000)	$ (179,263,000)	$ (173,925,000)
Sales and operations expenses			(375,477,000)	(372,707,000)	(380,649,000)
General and administrative expenses			$ (139,754,000)	$ (135,159,000)	(127,077,000)
Treasury stock (in shares)	3,903,673		3,903,673	3,459,119
Research and Development Expense
Restructuring Cost and Reserve [Line Items]
Research and development expenses			$ (172,591,000)	$ (179,263,000)	(173,925,000)
Sales And Operations Expense
Restructuring Cost and Reserve [Line Items]
Sales and operations expenses			(375,477,000)	(372,707,000)	(380,649,000)
General and Administrative Expense
Restructuring Cost and Reserve [Line Items]
General and administrative expenses			(139,754,000)	$ (135,159,000)	$ (127,077,000)
New Organization Structure And Office Right Sizing Plans
Restructuring Cost and Reserve [Line Items]
Restructuring charges	$ 10,600,000		13,600,000
Closing R&D operations in Palo Alto
Restructuring Cost and Reserve [Line Items]
Restructuring charges	718,000		718,000
Amounts paid			0
Closing R&D operations in Palo Alto | Research and Development Expense
Restructuring Cost and Reserve [Line Items]
Restructuring charges	700,000		700,000
Closing R&D operations in Palo Alto | Sales And Operations Expense
Restructuring Cost and Reserve [Line Items]
Restructuring charges	6,300,000		8,700,000
Closing R&D operations in Palo Alto | General and Administrative Expense
Restructuring Cost and Reserve [Line Items]
Restructuring charges	2,300,000		2,800,000
Offices Right Sizing Plan
Restructuring Cost and Reserve [Line Items]
Restructuring charges	9,366,000		12,242,000
Amounts paid			3,175,000
Offices Right Sizing Plan | Impairment related costs
Restructuring Cost and Reserve [Line Items]
Restructuring charges	(8,926,000)		(8,926,000)
Research and development expenses			(700,000)
Sales and operations expenses			(6,400,000)
General and administrative expenses			(1,800,000)
New Organization Structure
Restructuring Cost and Reserve [Line Items]
Restructuring charges	577,000		622,000
Amounts paid			3,383,000
New Organization Structure | Research and Development Expense
Restructuring Cost and Reserve [Line Items]
Restructuring charges	300,000		500,000
New Organization Structure | Sales And Operations Expense
Restructuring Cost and Reserve [Line Items]
Restructuring charges	200,000		$ 100,000
Servers And Other Equipment
Restructuring Cost and Reserve [Line Items]
Useful life (years)		5 years	3 years	3 years
Equipment
Restructuring Cost and Reserve [Line Items]
Useful life (years)		5 years		3 years
Restatement Adjustment | Servers And Other Equipment
Restructuring Cost and Reserve [Line Items]
Income from operations	10,700,000		$ 42,000,000.0
Net income	$ 9,100,000		$ 35,800,000
Net income allocated to shareholders, Basic (in dollars per share)	$ 0.14		$ 0.56
American Depositary Shares
Restructuring Cost and Reserve [Line Items]
Stock repurchase program, authorized amount						$ 80,000,000.0		$ 80,000,000.0
Treasury stock (in shares)	3,200,000		3,200,000

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Employee Benefits - Schedule of Defined Contribution Plans (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Postemployment Benefits [Abstract]
Defined contributions plans included in personnel expenses	$ (15,686)	$ (16,912)	$ (14,345)

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Share-Based Compensation - Non-Employee Warrants (Bons de Souscription d'Actions or BSA) (Details)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2017
Plan A | BSA
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award Vesting Period (in years)	2 years
Expiration Period (in years)	10 years	10 years
Plan A | BSA | Vesting Period 1
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights	12.50%
Award Vesting Period (in years)		24 months
Plan B | BSA
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award Vesting Period (in years)	3 years
Expiration Period (in years)	10 years	10 years
Plan B | BSA | Vesting Period 1
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights	33.33%
Plan B | BSA | Vesting Period 2
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights	8.33%
Award Vesting Period (in years)		24 months
Plan C | BSA
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award Vesting Period (in years)	2 years
Expiration Period (in years)	10 years	10 years
Plan C | BSA | Vesting Period 1
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights	4.17%
Award Vesting Period (in years)		24 months
Plan D, Advisory Board | BSA
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expiration Period (in years)		10 years
Plan D, Advisory Board | BSA | Vesting Period 1
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights	4.17%
Award Vesting Period (in years)		24 months
Plan D, Non-advisory Board | BSA | Vesting Period 1
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights	33.33%
Plan D, Non-advisory Board | BSA | Vesting Period 2
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights	33.33%
Plan D, Non-advisory Board | BSA | Vesting Period 3
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights	33.33%
Plan D | BSA
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award Vesting Period (in years)	2 years
Expiration Period (in years)	10 years	10 years
Plans 1, 2, and 3 | OSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expiration Period (in years)	10 years
Plans 1, 2, and 3 | OSAs | Vesting Period 1
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights	33.33%
Plans 1, 2, and 3 | OSAs | Vesting Period 2
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights	8.33%
Award Vesting Period (in years)	24 months
Plan 9
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expiration Period (in years)	10 years
Plan 9 | Vesting Period 2
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award Vesting Period (in years)	36 months
Plan 9 | OSAs | Vesting Period 1
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights	25.00%
Plan 9 | OSAs | Vesting Period 2
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights	6.25%
Plans E, F, G, H and I | BSA
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expiration Period (in years)		10 years
Plans E, F, G, H and I | BSA | Vesting Period 1
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights	25.00%
Plans E, F, G, H and I | BSA | Vesting Period 2
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights	6.25%
Award Vesting Period (in years)		36 months

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Income Taxes - Reconciliation Between the Effective and Nominal Tax Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Income Tax Disclosure [Abstract]
Income before taxes	$ 135,465	$ 142,023	$ 128,310
Theoretical group tax-rates	34.43%	34.43%	34.43%
Nominal tax expense	$ (46,641)	$ (48,899)	$ (44,177)
Increase / decrease in tax expense arising from:
Research tax credit	10,851	10,211	6,829
Net effect of shared-based compensation	(13,432)	(17,674)	(605)
BEAT waiver election	(15,962)	0	0
Other permanent differences	(7,667)	(11,982)	(5,717)
Non recognition of deferred tax assets related to tax losses and temporary differences	(2,713)	(11,664)	(14,356)
Utilization or recognition of previously unrecognized tax losses	20,636	4,461	4,888
French CVAE included in income taxes	(3,632)	(3,849)	(2,867)
Special tax deductions	15,946	38,577	29,410
Effect of different tax rates	5,441	(377)	(6,667)
Other differences	(2,323)	(4,948)	1,611
Provision for income tax	$ (39,496)	$ (46,144)	$ (31,651)
Effective tax rate	29.20%	32.50%	24.70%

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Cash and Cash Equivalents (Tables)

12 Months Ended

Dec. 31, 2019

Cash and Cash Equivalents [Abstract]

Schedule of Cash and Cash Equivalents

The following table presents for each reported period, the breakdown of cash and cash equivalents:

 

	Year Ended December 31,
	2018		2019
	(in thousands)
Cash equivalent	$	125,442	$	189,119
Cash on hand	238,984		229,644
Total Cash and cash equivalents	$	364,426	$	418,763

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Intangible assets (Tables)

12 Months Ended

Dec. 31, 2019

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Indefinite-Lived Intangible Assets

Changes in net book value during the presented periods are summarized below:

	Software			Technology and customer relationships			Construction in Progress			Total
	(in thousands)
Net book value at January 1, 2018	$	13,153		$	78,601		$	4,469		$	96,223
Additions to intangible assets	—			—			11,436			11,436
Disposal of intangible assets	—			—			(19		)	(19		)
Amortization and impairment expense	(9,490		)	(15,824		)	—			(25,314		)
Change in consolidation scope	—			31,192			18			31,210
Currency translation adjustment	(615		)	(652		)	(233		)	(1,500		)
Transfer into service	10,218			—			(10,218		)	—
Net book value at December 31, 2018	13,266			93,317			5,453			112,036
Gross book value at end of period	42,161			144,734			5,453			192,348
Accumulated amortization and impairment at end of period	(28,895		)	(51,417		)	—			(80,312		)
Net book value at January 1, 2019	13,266			93,317			5,453			112,036
Additions to intangible assets	2,627			—			9,548			12,175
Disposal of intangible assets	—			—			—			—
Amortization and impairment expense	(8,982		)	(27,906		)	—			(36,888		)
Change in consolidation scope	111			—			—			111
Currency translation adjustment	(232		)	(207		)	(109		)	(548		)
Transfer into service	12,325			—			(12,325		)	—
Net book value at December 31, 2019	$	19,115		$	65,204		$	2,567		$	86,886
Gross book value at end of period	56,501			144,226			2,567			203,294
Accumulated amortization and impairment at end of period	(37,386		)	(79,022		)	—			(116,408		)

Schedule of Finite-Lived Intangible Assets

Changes in net book value during the presented periods are summarized below:

	Software			Technology and customer relationships			Construction in Progress			Total
	(in thousands)
Net book value at January 1, 2018	$	13,153		$	78,601		$	4,469		$	96,223
Additions to intangible assets	—			—			11,436			11,436
Disposal of intangible assets	—			—			(19		)	(19		)
Amortization and impairment expense	(9,490		)	(15,824		)	—			(25,314		)
Change in consolidation scope	—			31,192			18			31,210
Currency translation adjustment	(615		)	(652		)	(233		)	(1,500		)
Transfer into service	10,218			—			(10,218		)	—
Net book value at December 31, 2018	13,266			93,317			5,453			112,036
Gross book value at end of period	42,161			144,734			5,453			192,348
Accumulated amortization and impairment at end of period	(28,895		)	(51,417		)	—			(80,312		)
Net book value at January 1, 2019	13,266			93,317			5,453			112,036
Additions to intangible assets	2,627			—			9,548			12,175
Disposal of intangible assets	—			—			—			—
Amortization and impairment expense	(8,982		)	(27,906		)	—			(36,888		)
Change in consolidation scope	111			—			—			111
Currency translation adjustment	(232		)	(207		)	(109		)	(548		)
Transfer into service	12,325			—			(12,325		)	—
Net book value at December 31, 2019	$	19,115		$	65,204		$	2,567		$	86,886
Gross book value at end of period	56,501			144,226			2,567			203,294
Accumulated amortization and impairment at end of period	(37,386		)	(79,022		)	—			(116,408		)

Schedule of Future Amortization Expense

As of December 31, 2019, expected amortization expense for intangible assets for the next five years and thereafter is as follows (in thousands):

	Software		Technology and customer relationships		Total
2020	$	9,189	$	15,456	$	24,645
2021	6,791		11,450		18,241
2022	4,141		11,450		15,591
2023	1,205		10,282		11,487
2024	357		8,700		9,057
Thereafter	—		7,865		7,865
Total	$	21,683	$	65,203	$	86,886

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Leases (Tables)

12 Months Ended

Dec. 31, 2019

Leases [Abstract]

Components of leases

The components of lease expense are as follows:

	Three Months Ended									Twelve Months Ended
	December 31, 2019
	Offices			Data Centers			Total			Offices			Data Centers		Total
Lease expense	$	11,833		$	7,169		$	19,002		$	38,910		$	24,596	$	63,506
Short term lease expense	352			253			605			2,296			1,826		4,122
Variable lease expense	141			(958		)	(817		)	599			—		599
Sublease income	(378		)	—			(378		)	(2,916		)	—		(2,916		)
Total operating lease expense	$	11,948		$	6,464		$	18,412		$	38,889		$	26,422	$	65,311

The weighted average remaining lease term and discount rates as of December 31, 2019 are as follows:

	December 31, 2019
Weighted average remaining lease term (years)
Offices	4.52
Data Centers	2.52
Weighted average discount rate
Offices	2.47	%
Data Centers	1.85	%

Supplemental cash flow information related to our operating leases is as follows for the period December 31, 2019:

	Twelve Months Ended
	December 31, 2019
	(in thousands)
Cash paid for amounts included in the measurement of lease liabilities
Cash flow for operating activities	$	(54,259	)
Right of use assets obtained in exchange for new operating lease liabilities	$	15,714

Schedule of future minimum lease payments

As of December 31, 2019, we had future minimum lease payments as follows:

	December 31, 2019
	Offices			Data Centers			Total
	(in thousands)
2020	$	30,490		$	18,860		$	49,350
2021	28,845			12,550			41,395
2022	28,045			8,619			36,664
2023	18,614			2,198			20,812
2024	9,436			—			9,436
Thereafter	14,285			—			14,285
Total minimum lease payments	129,715			42,227			171,942
Impact of Discount Rate	(7,484		)	(617		)	(8,101		)
Total Lease Liability	$	122,231		$	41,610		$	163,841

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Share-Based Compensation - Breakdown of the Closing Balance of BSPCE / OSA / RSU (Details) - € / shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number outstanding (in shares)	7,538,521	7,967,602	7,405,216	8,203,371
Weighted-average exercise price (in Euro per share)	€ 23.09	€ 26.94	€ 28.33
Weighted-average exercise price (in shares)	1,834,243	2,241,036	1,971,130
Weighted-average exercise price (in Euro per share)	€ 24.12	€ 25.39	€ 23.16
Weighted-average remaining contractual life	6 years 2 months 20 days	6 years 7 months 30 days	6 years 10 months 24 days
OSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number outstanding (in shares)	2,559,534	3,187,465	3,192,708	4,960,092
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number outstanding (in shares)	4,978,987	4,780,137	4,212,508	3,243,279
Plans 1 and 2 | OSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number outstanding (in shares)	3,600	3,600	15,020
Weighted-average exercise price (in Euro per share)	€ 0.70	€ 0.70	€ 0.87
Weighted-average exercise price (in shares)	3,600	3,600	15,020
Weighted-average exercise price (in Euro per share)	€ 0.70	€ 0.70	€ 0.87
Weighted-average remaining contractual life	2 months 10 days	1 year 2 months 24 days	1 year 6 months 24 days
Plan 3 | OSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number outstanding (in shares)	63,544	67,751	89,921
Weighted-average exercise price (in Euro per share)	€ 4.37	€ 4.43	€ 4.03
Weighted-average exercise price (in shares)	63,544	67,751	89,921
Weighted-average exercise price (in Euro per share)	€ 4.37	€ 4.43	€ 4.03
Weighted-average remaining contractual life	1 year 4 months 10 days	2 years 4 months 18 days	3 years 4 months 18 days
Plan 5 | OSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number outstanding (in shares)	230,673	242,613	251,306
Weighted-average exercise price (in Euro per share)	€ 5.95	€ 5.95	€ 5.95
Weighted-average exercise price (in shares)	230,673	242,613	251,306
Weighted-average exercise price (in Euro per share)	€ 5.95	€ 5.95	€ 5.95
Weighted-average remaining contractual life	2 years 3 months 10 days	3 years 3 months 12 days	4 years 3 months 12 days
Plan 6 | OSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number outstanding (in shares)	26,350	41,338	70,803
Weighted-average exercise price (in Euro per share)	€ 9.28	€ 9.26	€ 9.65
Weighted-average exercise price (in shares)	26,350	41,338	70,803
Weighted-average exercise price (in Euro per share)	€ 9.28	€ 9.26	€ 9.65
Weighted-average remaining contractual life	3 years 10 days	4 years 6 days	5 years 1 month 6 days
Plan 7 | OSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number outstanding (in shares)	216,157	306,172	372,590
Weighted-average exercise price (in Euro per share)	€ 17.70	€ 17.95	€ 17.70
Weighted-average exercise price (in shares)	216,157	306,172	359,702
Weighted-average exercise price (in Euro per share)	€ 17.70	€ 17.95	€ 17.31
Weighted-average remaining contractual life	3 years 9 months 40 days	4 years 10 months 30 days	5 years 9 months 18 days
Plan 8 | OSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number outstanding (in shares)	1,080,017	1,599,033	1,929,403
Weighted-average exercise price (in Euro per share)	€ 29.69	€ 30.99	€ 32.07
Weighted-average exercise price (in shares)	1,066,670	1,417,904	1,145,511
Weighted-average exercise price (in Euro per share)	€ 29.58	€ 30.04	€ 30.88
Weighted-average remaining contractual life	5 years 1 month 20 days	6 years 2 months 12 days	7 years 2 months 12 days
Plan 9 | OSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number outstanding (in shares)	116,580	328,726	463,665
Weighted-average exercise price (in Euro per share)	€ 41.50	€ 41.75	€ 42.04
Weighted-average exercise price (in shares)	80,966	161,658	38,867
Weighted-average exercise price (in Euro per share)	€ 41.17	€ 41.37	€ 38.20
Weighted-average remaining contractual life	7 years 1 month 20 days	8 years 2 months 6 days	9 years 2 months 6 days
Plan 10 | OSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number outstanding (in shares)	318,766	532,732
Weighted-average exercise price (in Euro per share)	€ 26.58	€ 25.79
Weighted-average exercise price (in shares)	129,908
Weighted-average exercise price (in Euro per share)	€ 26.42
Weighted-average remaining contractual life	8 years 3 months 20 days	9 years 3 months 30 days
Plan 11 | OSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number outstanding (in shares)	128,380	65,500
Weighted-average exercise price (in Euro per share)	€ 17.32	€ 18.72
Weighted-average exercise price (in shares)	16,375
Weighted-average remaining contractual life	9 years 1 month 20 days	9 years 9 months 30 days
Plan 12 | OSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number outstanding (in shares)	375,467
Weighted-average exercise price (in Euro per share)	€ 15.67
Weighted-average remaining contractual life	9 years 9 months 40 days

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Nature of Expenses Allocated by Function - Restructuring Liabilities of China Operations (Details) - Restructuring of China Operations - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2018	Dec. 31, 2019	Dec. 31, 2017
Restructuring Reserve [Roll Forward]
Restructuring liability - beginning of the period	$ 432,000		$ 0
Restructuring charges		$ 0	3,299,000
Amounts paid	$ (400,000)		(2,855,000)
Other			(12,000)
Restructuring liability - end of the period			$ 432,000

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Financial Liabilities - Loans and RCF Agreements (Details)	Dec. 31, 2019 USD ($)	Dec. 31, 2019 EUR (€)	Dec. 31, 2017 USD ($)	Dec. 31, 2017 EUR (€)	Sep. 30, 2015 USD ($)	Sep. 30, 2015 EUR (€)
Debt Instrument [Line Items]
Amount drawn	$ 2,116,000
BPI Loan - February 2014 | 2.09% Bpifrance Financement (Fench Public Investment Bank) Term Loan
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	2.09%	2.09%
Amount drawn	$ 1,011,000
Other BPI Loans
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	0.00%	0.00%
Amount drawn	$ 901,000
Other Loans
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	0.00%	0.00%
Amount drawn	$ 166,000
Revolving Credit Facility | BPI Loan - February 2014 | 2.09% Bpifrance Financement (Fench Public Investment Bank) Term Loan
Debt Instrument [Line Items]
Amount drawn	1,900,000	€ 1,700,000
Revolving Credit Facility | Line of Credit | Bank Syndicate RCF
Debt Instrument [Line Items]
Maximum Borrowing Capacity	393,200,000	€ 350,000,000	$ 393,200,000	€ 350,000,000.0	$ 280,900,000	€ 250,000,000.0
Amount drawn	$ 0

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Trade Receivables - Net Book Value (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Receivables [Abstract]
Trade accounts receivables	$ 497,800	$ 499,819
(Less) Allowance for doubtful accounts	(16,068)	(25,918)	$ (20,818)	$ (11,598)
Net book value at end of period	$ 481,732	$ 473,901

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Intangible assets - Schedule of Changes in Net Book Value of Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Finite-lived Intangible Assets [Roll Forward]
Beginning balance	$ 112,036	$ 96,223
Gross book value at beginning of period	192,348
Accumulated amortization at beginning of period	(80,312)
Additions to intangible assets	12,175	11,436
Disposal of intangible assets		(19)
Disposal of intangible assets	0
Amortization and impairment expense	(36,888)	(25,314)
Change in consolidation scope	111	31,210
Currency translation adjustment	(548)	(1,500)
Transfer into service	0	0
Ending balance	86,886	112,036
Gross book value at end of period	203,294	192,348
Accumulated amortization at beginning of period	(116,408)	(80,312)
Software
Finite-lived Intangible Assets [Roll Forward]
Beginning balance	13,266	13,153
Gross book value at beginning of period	42,161
Accumulated amortization at beginning of period	(28,895)
Additions to intangible assets	2,627	0
Disposal of intangible assets		0
Disposal of intangible assets	0
Amortization and impairment expense	(8,982)	(9,490)
Change in consolidation scope	111	0
Currency translation adjustment	(232)	(615)
Transfer into service	12,325	10,218
Ending balance	19,115	13,266
Gross book value at end of period	56,501	42,161
Accumulated amortization at beginning of period	(37,386)	(28,895)
Technology and customer relationships
Finite-lived Intangible Assets [Roll Forward]
Beginning balance	93,317	78,601
Gross book value at beginning of period	144,734
Accumulated amortization at beginning of period	(51,417)
Additions to intangible assets	0	0
Disposal of intangible assets		0
Disposal of intangible assets	0
Amortization and impairment expense	(27,906)	(15,824)
Change in consolidation scope	0	31,192
Currency translation adjustment	(207)	(652)
Transfer into service	0	0
Ending balance	65,204	93,317
Gross book value at end of period	144,226	144,734
Accumulated amortization at beginning of period	(79,022)	(51,417)
Construction in Progress
Finite-lived Intangible Assets [Roll Forward]
Beginning balance	5,453	4,469
Gross book value at beginning of period	5,453
Accumulated amortization at beginning of period	0
Additions to intangible assets	9,548	11,436
Disposal of intangible assets		(19)
Disposal of intangible assets	0
Amortization and impairment expense	0	0
Change in consolidation scope	0	18
Currency translation adjustment	(109)	(233)
Transfer into service	(12,325)	(10,218)
Ending balance	2,567	5,453
Gross book value at end of period	2,567	5,453
Accumulated amortization at beginning of period	$ 0	$ 0

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Allocation of Personnel Expenses - Allocation of Personnel Expenses by Nature (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Compensation Related Costs [Abstract]
Wages and salaries	$ (306,862)	$ (296,336)	$ (284,015)
Severance pay	(12,504)	(6,922)	(7,915)
Social charges	(76,594)	(77,284)	(70,130)
Other social expenses	(15,513)	(14,375)	(17,178)
Equity awards compensation expense	(40,999)	(66,600)	(71,612)
Profit sharing	(92)	(598)	(1,002)
Research tax credit	16,213	10,687	6,289
Total	$ (436,351)	$ (451,428)	$ (445,563)

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Leases - Future Minimum Lease Payments (Details) $ in Thousands	Dec. 31, 2019 USD ($)
Lessee, Lease, Description [Line Items]
2020	$ 49,350
2021	41,395
2022	36,664
2023	20,812
2024	9,436
Thereafter	14,285
Total minimum lease payments	171,942
Impact of Discount Rate	(8,101)
Lease liability	163,841
Offices
Lessee, Lease, Description [Line Items]
2020	30,490
2021	28,845
2022	28,045
2023	18,614
2024	9,436
Thereafter	14,285
Total minimum lease payments	129,715
Impact of Discount Rate	(7,484)
Lease liability	122,231
Data Centers
Lessee, Lease, Description [Line Items]
2020	18,860
2021	12,550
2022	8,619
2023	2,198
2024	0
Thereafter	0
Total minimum lease payments	42,227
Impact of Discount Rate	(617)
Lease liability	$ 41,610

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Related Parties (Tables)

12 Months Ended

Dec. 31, 2019

Related Party Transactions [Abstract]

Schedule of Related Party Transactions

Total compensation for the Executive Officers, including social contributions, is summarized in the following table:

	Year Ended December 31,
	2017			2018			2019
	(in thousands)
Short-term benefits (1)	$	(3,345	)	$	(3,150	)	$	(3,830	)
Long-term benefits (2)	(130		)	(47		)	(44		)
Shared-based compensation	(11,802		)	(8,016		)	(4,605		)
Total	$	(15,277	)	$	(11,213	)	$	(8,479	)

⁽¹⁾ wages, bonuses and other compensations

⁽²⁾ pension defined benefit plan

XML

Share-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2019

Dec. 31, 2018

Share-based Payment Arrangement [Abstract]

Disclosure of Share-based Compensation Arrangements by Share-based Payment Award

Details of Non-Employee Warrants

	Plan A		Plan B		Plan C	Plan D	Plan E		Plan F	Plan G	Plan H			Plan I
Dates of grant (Boards of Directors)	November 17, 2009		March 11, 2010		November 16, 2010 - September 21, 2011	October 25, 2012 - March 6, 2013	March 19, 2015 - October 29, 2015		April 20, 2016 - March 1, 2017	July 27, 2017 - October 26, 2017	October 25, 2018			October 24, 2019
Vesting period	2 years		3 years		2 years	2 years	1 - 4 years		1 - 4 years	1 - 4 years	1 - 4 years			1 - 4 years
Contractual life	10 years		10 years		10 years	10 years	10 years		10 years	10 years	10 years			10 years
Number of warrants granted	231,792		277,200		192,000	125,784	38,070		59,480	46,465	125,000			105,680
Share entitlement per warrant	1		1		1	1	1		1	1	1			1
Share warrant price	€0.02		€0.07 - €0.11		€0.04 - €0.30	€0.43 - €0.48	€9.98 - €16.82		€13.89 - €17.44	€13.88 - €17.55	€	6.91		€	6.81
Exercise price	€0.70		€0.70		€0.70 - €5.95	€8.28 - €9.65	€35.18 - €41.02		€33.98 - €43.42	€35.80 - €44.37	€	19.71		€	17.44
Valuation method	Binomial method
Grant date share fair value	€0.20		€0.70		€0.70 - €4.98	€6.43 - €9.65	€35.18 - €41.02		€33.98 - €44.33	€35.80 - €44.37	€	19.71		€	17.44
Expected volatility (1)	55.7	%	55.2	%	53.5% - 55.0%	50.0% - 50.2%	39.9	%	40.6% - 40.9%	41.0% - 41.3%	40.7		%	37.2		%
Discount rate (2)	3.58	%	3.44	%	2.62% - 3.38%	2.13% - 2.27%	0% - 0.52%		0.10% - 0.66%	0.54% - 0.60%	0.6		%	(0.2		)%
Performance conditions	No		Yes (A)		No	No	No		No	No	No			No
Fair value per warrant	€0.05		€0.33 - €0.38		€0.40 - €2.58	€2.85 - €4.98	€9.98 - €16.82		€13.89 - €14.55	€13.88 - €17.55	€	6.91		€	6.81

⁽¹⁾  Based on similar listed entities.

⁽²⁾ Based on Obligations Assimilables du Trésor, i.e. French government bonds with a ten-year maturity (“TEC 10 OAT floating-rate bonds”).

(A) All the performance conditions were achieved during the period ended December 31, 2010.

Changes in Number of Non-Employee Warrants

Balance at January 1, 2017	188,125
Granted	57,290
Exercised	(59,139	)
Forfeited
Balance at December 31, 2017	186,276
Granted	125,000
Exercised	—
Forfeited	(19,606	)
Balance at December 31, 2018	291,670
Granted	105,680
Exercised	—
Forfeited	(33,583	)
Balance at December 31, 2019	363,767

Breakdown of the Closing Balance

	Non-employee warrants
Balance at December 31, 2017
Number outstanding	186,276
Weighted-average exercise price	€	23.93
Number exercisable	86,385
Weighted-average exercise price	€	15.86
Weighted-average remaining contractual life	7.6 years
Balance at December 31, 2018
Number outstanding	291,670
Weighted-average exercise price	€	13.02
Number exercisable	108,780
Weighted-average exercise price	€	18.95
Weighted-average remaining contractual life	7.9 years
Balance at December 31, 2019
Number outstanding	363,767
Weighted-average exercise price	€	14.83
Number exercisable	156,604
Weighted-average exercise price	€	17.52
Weighted-average remaining contractual life	7.6 years

Details of BSPCE / OSA / RSU plans

	Plans 1 & 2	Plan 3	Plan 5	Plan 6	Plan 6	Plan 7	Plan 8		Plan 9		Plan 10		Plan 11		Plan 12
Dates of grant (Boards of Directors)	Oct 24, 2008 - Sept 14, 2010	Sept 9, 2009 - Sept 21, 2011	Nov 18, 2011 - May 22, 2012	Oct 25, 2012	Oct 25, 2012 - April 18, 2013	Sept 3, 2013 - April 23, 2014	July 30, 2014 - June 28, 2016		July 28, 2016 - June 27, 2017		July 27, 2017 - June 26, 2018		July 26, 2018 - June 25, 2019		July 25, 2019 - December 11, 2019
Vesting period	3 years	3 - 4 years	4 years	1 year	4-5 years	4 years	4 years	4 years	4 years	4 years	4 years	4 years	4 years	4 years	4 years	4 years
Contractual life	10 years	10 years	10 years	10 years	10 years	10 years	10 years	—	10 years	—	10 years	—	10 years	—	10 years	—
Expected option life	8 years	8 years	8 years	8 years	8 years	6 - 8 years	6 years	—	6 years	—	6 years	—	6 years	—	6 years	—
Number of instruments granted	1,819,120	4,289,940	1,184,747	257,688	1,065,520	2,317,374	4,318,551	2,534,262	502,410	2,556,315	947,565	2,150,498	128,380	2,712,014	375,467	1,907,653
Type : Share Option (S.O.) / BSPCE / RSU	BSPCE	BSCPCE & OSA	BSCPCE & OSA	BSPCE	BSCPCE & OSA	BSCPCE & OSA	OSA	RSU	OSA	RSU	OSA	RSU	OSA	RSU	OSA	RSU
Share entitlement per option	1	1	1	1	1	1	1	1	1	1	1	1	1	1	1	1
Exercise price	€0.45 - €2.10	€0.20 - €5.95	€5.95	€8.28	€8.28 - €10.43	€12.08 - €38.81	€22.95 - €47.47	—	€38.20 - €43.45	—	€24.63 - €28.69	—	€15.86 - €17.98	€15.86 - €30.80	€15.67	€15.67 - €17.44
Valuation method	Black & Scholes
Grant date share fair value	€0.20 - €0.70	€0.20 - €4.98	€4.98	€6.43	€5.45 - €6.43	€12.08 - €38.81	€22.50 - €47.47	€35.18 - €35.58	€38.20 - €43.45	€33.98 - €49.08	€24.63 - €28.69	€22.92 - €44.37	€15.86 - €17.98	€15.86 - €30.80	€15.67	€15.67 - €17.44
Expected volatility (1)	53.0% - 55.7%	55.2% - 57.8%	52.1% - 52.9%	50.2%	49.6% - 50.2%	44.2% - 50.1%	39.4% - 44.5%	—	40.6% - 41.3%	—	41.0% - 41.5%	—	40.7% - 41.2%	—	39.2%	—
Discount rate (2)	2.74% - 4.10%	2.62% - 3.76%	2.79% - 3.53%	2.2%	1.80% - 2.27%	1.20% - 2.40%	0.00% - 0.71%	N/A	N/A	N/A	0.6% - 0.7%	N/A	0.1% - 0.9%	N/A	—%	N/A
Performance conditions	No	Yes (A)	No	Yes (B)	No	No	No	Yes (C)	No	Yes (D) (E)	No	No	No	Yes (F)	No	Yes (G)
Fair value per option / RSU	€0.08 - €0.45	€0.08 - €2.88	€2.75 - €2.85	€3.28	€3.28 - €5.83	€6.85 - €16.90	€9.47 - €17.97	€26.16 - €37.10	€14.49 - €16.82	€33.98 - €49.08	€9.85 - €11.40	€22.92 - €44.37	€6.15 - €6.94	€15.86 - €30.80	€5.78	€15.67-€17.44

⁽¹⁾  Based on similar listed entities.

⁽²⁾  Based on Obligation Assimilables du Trésor, i.e. French government bonds with a ten-year maturity (“TEC 10 OAT floating-rate bonds”).

^(A)  Options subject to performance condition: Among the 960,000 share options granted in April 7, 2011, 180,000 are subjected to performance conditions based on revenue excluding traffic acquisition costs targets that were met in 2012.

^(B) On October 25, 2012, the Board of Directors of the Parent also granted a total of 257,688 BSPCE to our co-founders. The conditions of exercise of these BSPCE are linked to a future liquidity event or a transfer of control of the Company, and the number of BSPCE that can be exercised are determined by the event’s date which cannot occur after March 31, 2014. Based on the assumptions known as at December 31, 2012, we determined that the share-based compensation expense would be recognized over a one-year period. This assumption was confirmed in 2013.

^(C) On October 29, 2015, the Board of Directors of the Parent also granted a total of 337,960 RSU to Criteo employees under condition of presence and to certain senior managers, employees and members of the management, subject to the achievement of internal performance objectives and condition of presence. Based on the assumptions known at December 31, 2015, we determined the share-based compensation expense by applying a probability ratio on performance objectives completion. This assumption was confirmed in 2016. On January 29, 2016, the Board of Directors of the Parent granted a total of 33,010 RSUs to members of the management, subject to the achievement of internal performance objectives and condition of presence. Based on the assumptions known at December 31, 2016, we determined the share-based compensation expense by applying a probability ratio on performance objectives completion. This assumption was confirmed in 2016.

^(D) On July 28, 2016, the Board of Directors of the Parent granted a total of 195,250 RSUs to certain senior managers and members of the management, subject to the achievement of internal performance objectives and condition of presence. Based on the assumptions known at December 31, 2016, we determined the share-based compensation expense by applying a probability ratio on performance objectives completion. This assumption was confirmed in 2017.

^(E) On June 27, 2017, the Board of Directors of the Parent granted a total of 135,500 RSUs to certain senior managers and members of the management, subject to the achievement of internal performance objectives and condition of presence. Based on the assumptions known at December 31, 2017, we determined the share-based compensation expense by applying a probability ratio on performance objectives completion. This assumption was confirmed in 2018.

^(F) On July 26, 2018, the Board of Directors of the Parent granted a total of 203,332 RSUs to certain senior managers and members of the management, subject to the achievement of internal performance objectives and condition of presence. Based on the assumptions known at December 31, 2018, we determined the share-based compensation expense by applying a probability ratio on performance objectives completion.

^(G) On April 25, 2019, the Board of Directors of the Parent granted a total of 257,291 RSUs to members of the management, subject to the achievement of internal performance objectives and condition of presence. Based on the assumptions known at December 31, 2019, we determined the share-based compensation expense by applying a probability ratio on performance objectives completion.

Change in Number of outstanding BSPCE / OSA / RSU

	OSAs		RSUs		Total
Balance at January 1, 2017	4,960,092		3,243,279		8,203,371
Granted	355,010		1,891,702		2,246,712
Exercised (BSPCE and OSA)	(1,668,838	)	—		(1,668,838	)
Vested (RSU)	—		(379,135	)	(379,135	)
Forfeited	(453,556	)	(543,338	)	(996,894	)
Expired	—		—		—
Balance at December 31, 2017	3,192,708		4,212,508		7,405,216
Granted	1,013,065		3,133,644		4,146,709
Exercised (BSPCE and OSA)	(137,348	)	—		(137,348	)
Vested (RSU)	—		(1,362,873	)	(1,362,873	)
Forfeited	(880,960	)	(1,203,142	)	(2,084,102	)
Expired	—		—		—
Balance at December 31, 2018	3,187,465		4,780,137		7,967,602
Granted	438,347		3,147,751		3,586,098
Exercised (BSPCE and OSA)	(83,266	)	—		(83,266	)
Vested (RSU)	—		(1,219,112	)	(1,219,112	)
Forfeited	(983,012	)	(1,729,789	)	(2,712,801	)
Expired	—		—		—
Balance at December 31, 2019	2,559,534		4,978,987		7,538,521

Breakdown of the Closing Balance

	Plans   1 & 2		Plan 3		Plan 5		Plan 6		Plan 7		Plan 8		Plan 9		Plan 10		Plan 11		Plan 12		RSUs		Total
Balance at December 31, 2017
Number outstanding	15,020		89,921		251,306		70,803		372,590		1,929,403		463,665		—		—		—		4,212,508		7,405,216
Weighted-average exercise price	€	0.87	€	4.03	€	5.95	€	9.65	€	17.70	€	32.07	€	42.04	€	—	€	—	€	—	€	—	€	28.33
Number exercisable	15,020		89,921		251,306		70,803		359,702		1,145,511		38,867		—		—		—		—		1,971,130
Weighted-average exercise price	€	0.87	€	4.03	€	5.95	€	9.65	€	17.31	€	30.88	€	38.20	€	—	€	—	€	—	€	—	€	23.16
Weighted-average remaining contractual life	1.6 years		3.4 years		4.3 years		5.1 years		5.8 years		7.2 years		9.2 years		—		—		—		—		6.9 years
Balance at December 31, 2018
Number outstanding	3,600		67,751		242,613		41,338		306,172		1,599,033		328,726		532,732		65,500		—		4,780,137		7,967,602
Weighted-average exercise price	€	0.70	€	4.43	€	5.95	€	9.26	€	17.95	€	30.99	€	41.75	€	25.79	€	18.72	€	—	€	—	€	26.94
Number exercisable	3,600		67,751		242,613		41,338		306,172		1,417,904		161,658		—		—		—		—		2,241,036
Weighted-average exercise price	€	0.70	€	4.43	€	5.95	€	9.26	€	17.95	€	30.04	€	41.37	€	—	€	—	€	—	€	—	€	25.39
Weighted-average remaining contractual life	1.2 years		2.4 years		3.3 years		4.0 years		4.9 years		6.2 years		8.2 years		9.3 years		9.8 years		—		—		6.7 years
Balance at December 31, 2019
Number outstanding	3,600		63,544		230,673		26,350		216,157		1,080,017		116,580		318,766		128,380		375,467		4,978,987		7,538,521
Weighted-average exercise price	€	0.70	€	4.37	€	5.95	€	9.28	€	17.70	€	29.69	€	41.50	€	26.58	€	17.32	€	15.67	€	—	€	23.09
Number exercisable	3,600		63,544		230,673		26,350		216,157		1,066,670		80,966		129,908		16,375		—		—		1,834,243
Weighted-average exercise price	€	0.70	€	4.37	€	5.95	€	9.28	€	17.70	€	29.58	€	41.17	€	26.42	€	—	—		€	—	€	24.12
Weighted-average remaining contractual life	0.2 years		1.4 years		2.3 years		3.0 years		3.9 years		5.1 years		7.1 years		8.3 years		9.1 years		9.9 years		—		6.2 years

Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs

Reconciliation with the Consolidated Statements of Income

	Balance for the year ended December 31, 2017												Balance for the year ended December 31, 2018												Balance for the year ended December 31, 2019
	(in thousands)
	R&D			S&O			G&A			Total			R&D			S&O			G&A			Total			R&D			S&O			G&A			Total
RSUs	(19,377		)	(30,753		)	(13,295		)	(63,425		)	(20,499		)	(27,025		)	(12,179		)	(59,703		)	(9,742		)	(17,282		)	(11,109		)	(38,133		)
Share options / BSPCE	(1,635		)	22			(4,870		)	(6,483		)	(860		)	(1,616		)	(2,938		)	(5,414		)	422			398			(2,300		)	(1,480		)
Plan 5	—			—			—			—			—			—			—			—			—			—			—			—
Plan 6	(7		)	1			(15		)	(21		)	—			—			—			—			—			—			—			—
Plan 7	(52		)	224			(35		)	137			(2		)	(1		)	(1		)	(4		)	—			—			—			—
Plan 8	(1,085		)	186			(2,883		)	(3,782		)	169			(553		)	(493		)	(877		)	131			90			(187		)	34
Plan 9	(491		)	(389		)	(1,937		)	(2,817		)	(495		)	(461		)	(902		)	(1,858		)	202			258			(314		)	146
Plan 10	—			—			—			—			(532		)	(601		)	(1,485		)	(2,618		)	89			178			(1,454		)	(1,187		)
Plan 11	—			—			—			—			—			—			(57		)	(57		)	—			(128		)	(269		)	(397		)
Plan 12	—			—			—			—			—			—			—			—			—			—			(76		)	(76		)
Total share-based compensation	(21,012		)	(30,731		)	(18,165		)	(69,908		)	(21,359		)	(28,641		)	(15,117		)	(65,117		)	(9,320		)	(16,884		)	(13,409		)	(39,613		)
BSAs	—			—			(1,704		)	(1,704		)	—			—			(1,483		)	(1,483		)							(1,386		)	(1,386		)
Total equity awards compensation expense	$	(21,012	)	$	(30,731	)	$	(19,869	)	$	(71,612	)	$	(21,359	)	$	(28,641	)	$	(16,600	)	$	(66,600	)	$	(9,320	)	$	(16,884	)	$	(14,795	)	$	(40,999	)

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Common Shares (Tables)

12 Months Ended

Dec. 31, 2018

Equity [Abstract]

Schedule of Stock by Class

Change in Number of Shares

	Number of ordinary shares
Balance at January 1, 2018	66,085,097
Issuance of shares under share option and free share plans (1)	1,466,247
Balance at December 31, 2018 before Storetail deferred consideration and Share repurchase program	67,551,344
Storetail deferred consideration	156,859
Balance at December 31, 2018 after Storetail deferred consideration and before Share repurchase program	67,708,203
Share repurchase program	(3,459,119	)
Balance at December 31, 2018	64,249,084
Issuance of shares under share option and free share plans (2)	83,266
Treasury shares retired (3)	(1,594,288	)
Balance at December 31, 2019 after Storetail deferred consideration and before Share repurchase program	66,197,181
Share repurchase program (see Note 2) (3)	(444,554	)
Balance at December 31, 2019	62,293,508

⁽¹⁾ Adopted by the Board of Directors on March 1, 2018, March 16, 2018, April 25, 2018, June 26, 2018, July 26, 2018,, October 25, 2018 and December 12, 2018.

⁽²⁾ Adopted by the Board of Directors on March 1, 2019, April 25, 2019, June 25, 2019, July 25, 2019, October 24, 2019 and December 11, 2019.

⁽³⁾ On February 8th, 2019, the Board acknowledged the share capital decrease resulting from the cancellation of 1,594,288 shares and approved the related amendment of Article 6 of the Company’s by-laws reflecting such decrease.

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Related Parties (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Related Party Transaction [Line Items]
Shared-based compensation	$ (39,613)	$ (65,117)	$ (69,908)
Total	(436,351)	(451,428)	(445,563)
Executive Officer
Related Party Transaction [Line Items]
Short-term benefits	(3,830)	(3,150)	(3,345)
Long-term benefits	(44)	(47)	(130)
Shared-based compensation	(4,605)	(8,016)	(11,802)
Total	$ (8,479)	$ (11,213)	$ (15,277)

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Income Taxes

12 Months Ended

Dec. 31, 2019

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

Breakdown of Income Taxes

The Consolidated Statements of Income line item “Provision for income taxes” can be broken down as follows:

	Year Ended December 31,
	2017			2018			2019
	(in thousands)
Current income tax	$	(44,920	)	$	(54,301	)	$	(24,078	)
France	(29,193		)	(37,223		)	(8,410		)
International	(15,727		)	(17,078		)	(15,668		)
Net change in deferred taxes	13,269			8,157			(15,418		)
France	(1,080		)	11,155			(14,109		)
International	14,349			(2,998		)	(1,309		)
Provision for income tax	$	(31,651	)	$	(46,144	)	$	(39,496	)

As mentioned in Note 1 (Principles and Accounting Methods), the French Research Tax Credit is not included in the line item “Provision for income taxes” but is deducted from “Research and development expenses” (see Note 19 - Allocation of Personnel Expenses) unlike the U.S. Research Tax Credit for an amount of $4.6 million, $6.4 million and $5.3 million and for the year ended December 31, 2017, 2018 and 2019, respectively. French business tax, CVAE, is included in the current tax balance for an amount of $5.5 million, $5.9 million and $5.5 million, for the years ended December 31, 2017, 2018 and 2019, respectively.

Income before taxes included income from France of $150.7 million, $130.7 million and $122.7 million for the periods ended December 31, 2017, 2018 and 2019 respectively. Income before taxes from countries outside of France totaled $(22.4) million, $11.3 million and $12.8 million for the periods ended December 31, 2017, 2018 and 2019, respectively.

Reconciliation between the Effective and Nominal Tax Expense

The following table shows the reconciliation between the effective and nominal tax expense at the nominal standard French rate of 34.43% (excluding additional contributions):

	Year Ended December 31,
	2017			2018			2019
	(in thousands)
Income before taxes	$	128,310		$	142,023		$	135,465
Theoretical group tax-rates	34.43		%	34.43		%	34.43		%
Nominal tax expense	(44,177		)	(48,899		)	(46,641		)
Increase / decrease in tax expense arising from:
Research tax credit (1)	6,829			10,211			10,851
Net effect of shared-based compensation (2)	(605		)	(17,674		)	(13,432		)
BEAT waiver election (3)	—			—			(15,962		)
Other permanent differences (4)	(5,717		)	(11,982		)	(7,667		)
Non recognition of deferred tax assets related to tax losses and temporary differences (5)	(14,356		)	(11,664		)	(2,713		)
Utilization or recognition of previously unrecognized tax losses (6)	4,888			4,461			20,636
French CVAE included in income taxes	(2,867		)	(3,849		)	(3,632		)
Special tax deductions (7)	29,410			38,577			15,946
Effect of different tax rates	(6,667		)	(377		)	5,441
Other differences	1,611			(4,948		)	(2,323		)
Effective tax expense	$	(31,651	)	$	(46,144	)	$	(39,496	)
Effective tax rate	24.7		%	32.5		%	29.2		%

Increases and decreases in tax expense are presented applying the theoretical Group tax rate to the concerned tax bases. The impact resulting from the differences between local tax rates and the Group theoretical rate is shown in the “effect of different tax rates.”

⁽¹⁾  Included income tax effect of the French RTC deducted from the "Research and development expenses" and US Tax credits included in the line "Provision for income taxes".

⁽²⁾  While in most countries share-based compensation does not give rise to any tax effect either when granted or when exercised, the United States and the United Kingdom generally permit tax deductions in respect of share-based compensation. The tax deduction generated in the United States and United Kingdom in connection with the number of options exercised during the period was offset by the share-based compensation accounting expense exclusion.

⁽³⁾  Final and new proposed regulations on the Base Erosion Anti-abuse Tax (BEAT) have been issued by the United States Treasury and IRS, allowing a waiver election to permanently forgo deductions for all U.S. federal tax purposes, with the result that the foregone deductions will not be treated as a base erosion tax benefit.

⁽⁴⁾  Mainly related to employee costs, depreciation expenses and intercompany transactions.

⁽⁵⁾   Deferred tax assets on which a valuation allowance has been recognized over the periods mainly relate to Criteo Ltd, Criteo Corp, Criteo France, Criteo Singapore Pte. Ltd, Criteo do Brasil LTDA and Criteo Pty.

⁽⁶⁾  In 2019 recognition of previously unrecognized tax losses related to Criteo Corp., mainly generated by the BEAT waiver election implementation .

⁽⁷⁾  Special tax deductions refer to the application of a reduced income tax rate on the majority of the technology royalties income invoiced by the Parent to its subsidiaries.

Deferred Tax Assets and Liabilities

The following table shows the changes in the major sources of deferred tax assets and liabilities:

(in thousands)	Year ended December 31, 2017			Change recognized in profit or loss			Change recognized in OCI			Change in consolidation scope			Other			Currency translation adjustments			Year ended December 31, 2018
Deferred tax assets:
Net operating loss carryforwards	$	37,272		$	18,715		$	—		$	1,697		$	(820	)	$	(1,506	)	$	55,358
Intangibles	(21,662		)	5,215			—			(9,150		)	—			252			(25,345		)
Stock compensation	15,400			(960		)	—			(40		)	—			—			14,400
Bad debt allowance	3,089			840			—			—			—			(50		)	3,879
Personnel-related accruals	6,507			944			—			—			—			(134		)	7,317
Other accruals	4,914			(588		)	—			—			(44		)	(381		)	3,901
Projected benefit obligation	1,774			612			(425		)	34			(2		)	(86		)	1,907
Financial instruments	(1,776		)	1,145			—			—			(1		)	46			(586		)
Other	12,273			(7,694		)	—			(14		)	882			32			5,479
Valuation allowance	(35,067		)	(10,072		)	107			562			(13		)	1,297			(43,186		)
Net Deferred Income Taxes	22,724			8,157			(318		)	(6,911		)	2			(530		)	23,124

On December 22, 2017, the 2017 Tax Cuts and Jobs Act was enacted into law and the new legislation contains several key tax provisions that affected us, including a reduction of the federal income tax rate to 21% effective January 1, 2018. As a result of the reduction in the U.S. corporate income tax rate, our U.S. deferred taxes at December 31, 2017, were revalued and recognizes the effect of the tax law changes in the period of enactment.

(in thousands)	Year ended December 31, 2018			Change recognized in profit or loss			Change recognized in OCI			Change in consolidation scope			Other		Currency translation adjustments			Year ended December 31, 2019
Deferred tax assets:
Net operating loss carryforwards	$	55,358		$	(27,680	)	$	—		$	(330	)	$	—	$	(371	)	$	26,977
Intangibles	(25,345		)	7,214			—			—			—		91			(18,040		)
Stock compensation	14,400			(3,515		)	—			—			—		—			10,885
Bad debt allowance	3,879			(1,871		)	—			—			—		(19		)	1,989
Personnel-related accruals	7,317			219			—			—			—		(24		)	7,512
Other accruals	3,901			290			—			—			—		(74		)	4,117
Projected benefit obligation	1,907			575			473			—			—		(32		)	2,923
Financial instruments	(586		)	1,014			—			—			—		15			443
Other	5,479			(9,472		)	—			—			11,105		84			7,196
Valuation allowance	(43,186		)	17,808			(310		)	330			—		69			(25,289		)
Net Deferred Income Taxes	23,124			(15,418		)	163			—			11,105		(261		)	18,713

Amounts recognized in our Consolidated Financial Statements are calculated at the level of each subsidiary within our Consolidated Financial Statements. As at December 31, 2017, 2018 and 2019, the valuation allowance against net deferred income taxes amounted to $35.1 million, $43.2 million and $25.3 million, which related mainly to Criteo Corp. ($14.7 million, $18.6 million and $12.8 million, respectively), Criteo do Brasil ($0.0 million, $3.6 million and $3.2 million, respectively), Criteo Ltd ($6.3 million, $7.2 million and $7.5 million, respectively), Criteo China ($6.5 million, $3.5 million and $3.3 million, respectively) and Criteo France ($2.9 million, $3.9 million and $(7.7) million, respectively).

Other changes in 2019 mainly relate to the transfer from current tax asset to deferred tax assets of the U.S. research tax credit receivable ("Other").

In accordance with ASC 740 - Income taxes, no uncertain tax positions were identified as of December 31, 2019.

The Company has various net operating loss carryforwards in the U.S. and China for $9.1 million and $3.2 million, respectively, which begin to expire in 2030 and 2021, respectively. The Company has net operating loss carryforwards in the United Kingdom of $6.9 million which have no expiration date.

Current tax assets and liabilities

The total amount of current tax assets mainly consists of prepayments of incomes taxes and credits of Criteo SA, Criteo Gmbh and Criteo Nordics. The current tax liabilities mainly refer to the corporate tax payables of Criteo K.K and Criteo Korea.

Ongoing tax audits

As a multinational corporation, we are subject to regular review and audit by U.S. federal and state, and foreign tax authorities. Significant uncertainties exist with respect to the amount of our tax liabilities, including those arising from potential challenges with certain positions we have taken. Any unfavorable outcome of such a review or audit could have an adverse impact on our tax rate.    

In September 27, 2017, we received a draft notice of proposed adjustment "NOPA" from the Internal Revenue Service ("IRS") audit of Criteo Corp. for the year ended December 31, 2014, confirmed by the definitive notice dated February 8, 2018. Although we disagree with the IRS's position and are currently contesting this issue, the ultimate resolution of this litigation is uncertain and, if resolved in a manner unfavorable to us, could result in an additional federal tax liability of an estimated maximum aggregate amount of approximately $15.0 million, excluding related fees, interest and penalties.

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Breakdown of Revenue and Non-Current Assets by Geographical Area

12 Months Ended

Dec. 31, 2019

Segment Reporting [Abstract]

Breakdown of Revenue and Non-Current Assets by Geographical Area

Breakdown of Revenue and Non-Current Assets by Geographical Areas

The Company operates in the following three geographical markets:

• Americas: North and South America;

• EMEA: Europe, Middle-East and Africa; and

• Asia-Pacific.

 The following tables disclose our consolidated revenue for each geographical area for each of the reported periods. Revenue by geographical area is based on the location of advertisers’ campaigns.

 

	Americas		EMEA		Asia-Pacific		Total
	(in thousands)
December 31, 2017	$	990,424	$	808,961	$	497,307	$	2,296,692
December 31, 2018	954,073		839,825		506,416		2,300,314
December 31, 2019	$	952,154	$	806,197	$	503,165	$	2,261,516

Revenue generated in France amounted to $149.6 million, $153.3 million and $144.3 million for the periods ended December 31, 2017, 2018 and 2019, respectively.

Revenue generated in other significant countries where we operate is presented in the following table:

	Year Ended December 31,
	2017		2018		2019
	(in thousands)
Americas
United States	$	869,004	$	848,378	$	861,099
EMEA
Germany	183,297		203,020		200,025
United Kingdom	115,226		97,849		88,928
Asia-Pacific
Japan	$	355,338	$	351,441	$	342,298

Other Information

For each reported period, non-current assets (corresponding to the net book value of tangible and intangible assets) are presented in the table below. The geographical information results from the locations of legal entities.

					Of which						Of which
	Holding		Americas		United States		EMEA		Asia-Pacific		Japan		Singapore		Total
(in thousands)
December 31, 2018	$	123,388	$	125,654	$	125,312	$	27,898	$	19,109	$	11,630	$	2,992	$	296,049
December 31, 2019	$	136,621	$	104,389	$	100,107	$	20,336	$	19,701	$	9,617	$	5,970	$	281,047

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Principles and Accounting Methods (Tables)

12 Months Ended

Dec. 31, 2018

Accounting Policies [Abstract]

Schedule of Ownership Interests

The table below presents at each period’s end and for all entities included in the consolidation scope the following information: the country of incorporation and the percentage of voting rights and ownership interests.

		2018				2019
	Country	Voting rights		Ownership Interest		Voting rights		Ownership Interest		Consolidation Method
Parent company
Criteo S.A (1)	France	100	%	100	%	100	%	100	%	Parent company
French subsidiaries
Criteo France SAS	France	100	%	100	%	100	%	100	%	Fully consolidated
Criteo Finance SAS	France	100	%	100	%	100	%	100	%	Fully consolidated
Storetail Marketing Services SAS	France	100	%	100	%	100	%	100	%	Fully consolidated
Condigolabs SAS	France	—	%	—	%	100	%	40	%	Fully consolidated
Foreign subsidiaries
Criteo Ltd	United Kingdom	100	%	100	%	100	%	100	%	Fully consolidated
HookLogic Ltd (2)	United Kingdom	100	%	100	%	—		—		Fully consolidated
Storetail Marketing Services Ltd	United Kingdom	100	%	100	%	100	%	100	%	Fully consolidated
Criteo Corp	United States	100	%	100	%	100	%	100	%	Fully consolidated
Manage, Inc.	United States	100	%	100	%	100	%	100	%	Fully consolidated
Criteo Gmbh	Germany	100	%	100	%	100	%	100	%	Fully consolidated
Criteo Nordics AB (3)	Sweden	—	%	—	%	100	%	100	%	Fully consolidated
Criteo Korea Ltd. (3)	Korea	—	%	—	%	100	%	100	%	Fully consolidated
Criteo KK	Japan	66	%	66	%	66	%	66	%	Fully consolidated
Criteo Do Brasil LTDA	Brazil	100	%	100	%	100	%	100	%	Fully consolidated
Criteo BV	The Netherlands	100	%	100	%	100	%	100	%	Fully consolidated
Criteo Pty	Australia	100	%	100	%	100	%	100	%	Fully consolidated
Criteo Srl	Italy	100	%	100	%	100	%	100	%	Fully consolidated
Criteo Advertising (Beijng) Co. Ltd	China	100	%	100	%	100	%	100	%	Fully consolidated
Criteo Singapore Pte. Ltd.	Singapore	100	%	100	%	100	%	100	%	Fully consolidated
Criteo LLC	Russia	100	%	100	%	100	%	100	%	Fully consolidated
Criteo Europa S.L.	Spain	100	%	100	%	100	%	100	%	Fully consolidated
Criteo Espana S.L.	Spain	100	%	100	%	100	%	100	%	Fully consolidated
Storetail Marketing Services S.L.U	Spain	100	%	100	%	100	%	100	%	Fully consolidated
Criteo Canada Corp.	Canada	100	%	100	%	100	%	100	%	Fully consolidated
Criteo Reklamcılık Hizmetleri ve Ticaret Anonim Şirketi	Turkey	100	%	100	%	100	%	100	%	Fully consolidated
Criteo MEA FZ-LLC	United Arab Emirates	100	%	100	%	100	%	100	%	Fully consolidated
Criteo India Private Ltd.	India	100	%	100	%	100	%	100	%	Fully consolidated

⁽¹⁾ including Criteo Korea and Criteo AB (Sweden) branches activities until 2018

⁽²⁾ merged with Criteo Ltd

⁽³⁾ from 2019 Criteo Korea and Criteo AB (Sweden) branches had been transformed into subsidiaries

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Goodwill

12 Months Ended

Dec. 31, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

Goodwill

	Goodwill
	(in thousands)
Balance at January 1, 2018	$	236,826
Additions to goodwill	77,905
Currency translation adjustment	(1,850		)
Balance at December 31, 2018	312,881
Additions to goodwill	5,277
Currency translation adjustment	(1,058		)
Balance at December 31, 2019	$	317,100

Additions to goodwill in 2019 were due to two business combinations considered as not material to our consolidated financial statements.

Additions to goodwill in 2018 were due to two business combinations with Manage.com Inc. and Storetail Marketing Services SAS. The total consideration paid was $60.0 million for the acquisition of Manage financed by available cash resources. The total consideration paid for the acquisition of Storetail was $47.8 million (€41.3 million) composed as follows : $43.7 million (€37.7 million) financed by available cash resources at the acquisition date and $4.1 million (€3.6 million) as deferred consideration, due at the end of a 2 year period. These transactions have been accounted for as a business combination under the acquisition method of accounting. A valuation of the fair value of Manage's and Storetail's assets acquired and liabilities assumed have been performed as of December 31, 2018. As regards Manage, a technology and customer relationships assets of $9.8 million and $7.3 million, respectively, and related deferred tax liability of $4.4 million have been identified resulting in a goodwill of $45.0 million, after working capital adjustments ($0.6 million). As regards Storetail, a technology and related marketing solution of $14.2 million (€12.2 million) and related deferred tax liability of $4.1 million (€3.6 million) have been identified resulting in a goodwill of $32.3 million (€27.8 million). In addition, acquisition costs amounting to $1.7 million were fully expensed as incurred.

In addition, on the basis of our impairment assessment as of December 31, no impairment has been detected.

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Consolidated Statements of Financial Position - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Current assets:
Cash and cash equivalents	$ 418,763	$ 364,426
Trade receivables, net of allowances of $25.9 million and $16.1 million as of December 2018 and 2019, respectively.	481,732	473,901
Income taxes	21,817	19,370
Other taxes	60,924	53,338
Other current assets	17,225	22,816
Total current assets	1,000,461	933,851
Property, plant and equipment, net	194,161	184,013
Intangible assets, net	86,886	112,036
Goodwill	317,100	312,881
Right of use asset - operating lease	142,044
Non-current financial assets	21,747	20,460
Deferred tax assets	27,985	33,894
Total non current assets	789,923	663,284
Total assets	1,790,384	1,597,135
Current liabilities:
Trade payables	390,277	425,376
Contingencies	6,385	2,640
Income taxes	3,422	7,725
Financial liabilities - current portion	3,636	1,018
Lease liability - operating - current portion	45,853
Other taxes	50,099	55,592
Employee-related payables	74,781	65,878
Other current liabilities	35,886	47,115
Total current liabilities	610,339	605,344
Deferred tax liabilities	9,272	10,770
Retirement benefit obligation	8,485	5,537
Financial liabilities - non current portion	769	2,490
Lease liability - operating - non current portion	117,988
Other non-current liabilities	5,543	5,103
Total non-current liabilities	142,057	23,900
Total liabilities	752,396	629,244
Commitments and contingencies
Shareholders' equity:
Common shares, €0.025 per value, 67,708,203 and 66,197,181 shares authorized, issued and outstanding at December 31, 2018 and December 31, 2019, respectively.	2,158	2,201
Treasury stock, 3,459,119 and 3,903,673 shares at cost as of December 31, 2018 and December 31, 2019, respectively.	(74,900)	(79,159)
Additional paid-in capital	668,389	663,281
Accumulated other comprehensive (loss)	(40,105)	(30,522)
Retained earnings	451,725	387,869
Equity - attributable to shareholders of Criteo S.A.	1,007,267	943,670
Non-controlling interests	30,721	24,221
Total equity	1,037,988	967,891
Total equity and liabilities	$ 1,790,384	$ 1,597,135

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Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands		Total		Share capital		Treasury stock	Additional paid-in capital		Accumulated other comprehensive (loss) income		Retained earnings		Equity - attributable to shareholders of Criteo S.A.		Non controlling interests
Beginning balance (in shares) at Dec. 31, 2016				63,978,204		0
Beginning balance at Dec. 31, 2016		$ 609,877		$ 2,093		$ 0	$ 488,277		$ (88,593)		$ 198,355		$ 600,132		$ 9,745
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income		96,659									91,214		91,214		5,445
Other comprehensive income (loss)		76,936							76,352				76,352		584
Issuance of ordinary shares (in shares)				2,106,893
Issuance of ordinary shares		33,666		$ 49			33,617						33,666
Shared-based compensation		69,909					69,510						69,510		399
Other changes in equity (1)		$ 10,651		$ 10							10,641		10,651
Ending Balance (in shares) at Dec. 31, 2017		66,085,097		66,085,097		0
Ending Balance at Dec. 31, 2017		$ 897,698		$ 2,152		$ 0	591,404		(12,241)		300,210		881,525		16,173
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income		95,879									88,644		88,644		7,235
Other comprehensive income (loss)		(17,865)							(18,285)				(18,285)		420
Issuance of ordinary shares (in shares)				1,623,106
Issuance of ordinary shares		2,955		$ 4			2,951						2,955
Change in treasury stock (in shares)	[1]					(3,459,119)
Change in treasury stock	[1]	(79,159)				$ (79,159)							(79,159)
Shared-based compensation		65,118					64,725						64,725		393
Other changes in equity (1)		$ 3,265	[2]	$ 45	[2]		4,201	[3]	4	[3]	(985)	[2]	3,265	[2]
Ending Balance (in shares) at Dec. 31, 2018		67,708,203		67,708,203		(3,459,119)
Ending Balance at Dec. 31, 2018		$ 967,891		$ 2,201		$ (79,159)	663,281		(30,522)		387,869		943,670		24,221
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income		95,969									90,745		90,745		5,224
Other comprehensive income (loss)		(9,282)							(9,617)				(9,617)		335
Issuance of ordinary shares (in shares)				83,266
Issuance of ordinary shares		1,831		$ 2			1,829						1,831
Change in treasury stock (in shares)	[1]			(1,594,288)		(444,554)
Change in treasury stock	[1]	(58,883)		$ (45)		$ 4,259	(36,091)		(296)		(26,710)		(58,883)
Shared-based compensation		39,613					39,399						39,399		214
Other changes in equity (1)	[3]	$ 849					(29)		330		(179)		122		727
Ending Balance (in shares) at Dec. 31, 2019		66,197,181		66,197,181		(3,903,673)
Ending Balance at Dec. 31, 2019		$ 1,037,988		$ 2,158		$ (74,900)	$ 668,389		$ (40,105)		$ 451,725		$ 1,007,267		$ 30,721

[1] ⁽²⁾ Deferred consideration in the context of Storetail Marketing Services SAS acquisition (see note 9).

[2] ⁽¹⁾ From January 1, 2017, we adopted ASU 2016-09, Compensation-Stock Compensation (Topic 718): Improvement to Employee Share-based Payment Accounting issued by the Financial Accounting Standards Board (FASB).

[3] ⁽³⁾ Share repurchase program (see note 2)

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Trade Receivables

12 Months Ended

Dec. 31, 2019

Receivables [Abstract]

Trade Receivables

Trade Receivables

The following table shows the breakdown in trade receivables net book value for the presented periods:

	Year Ended December 31,
	2018			2019
	(in thousands)
Trade accounts receivables	$	499,819		$	497,800
(Less) Allowance for doubtful accounts	(25,918		)	(16,068		)
Net book value at end of period	$	473,901		$	481,732

Changes in allowance for doubtful accounts are summarized below:

	Year Ended December 31,
	2017			2018			2019
				(in thousands)
Balance at beginning of period	$	(11,598	)	$	(20,818	)	$	(25,918	)
Provision for doubtful accounts	(13,315		)	(17,656		)	(11,072		)
Reversal of provision	4,821			11,956			20,811
Change in consolidation scope	—			(150		)	—
Currency translation adjustment	(726		)	750			111
Balance at end of period	$	(20,818	)	$	(25,918	)	$	(16,068	)

We maintain an allowance for doubtful accounts which reflects our best estimate of potentially uncollectable trade receivables. The allowance is based on both specific and general reserves.

The amount charged to allowance for doubtful accounts decreased compared to the previous year due to a consistent application of the Company credit policy. The reversal of provision increased during the period mainly due to payments received and increased write-offs of long outstanding receivables already reserved for which it is certain we will not collect. The Company mitigates its credit risk with respect to accounts receivables by performing credit evaluations and monitoring agencies and advertisers' accounts receivables balances.

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Allocation of Personnel Expenses

12 Months Ended

Dec. 31, 2019

Compensation Related Costs [Abstract]

Allocation of Personnel Expenses

Allocation of Personnel Expenses

Allocation of Personnel Expenses By Function

	Year Ended December 31,
	2017			2018			2019
	(in thousands)
Research and development expenses	$	(125,662	)	$	(130,696	)	$	(116,803	)
Sales and operations expenses	(245,481		)	(244,256		)	(243,733		)
General and administrative expenses	(74,420		)	(76,476		)	(75,815		)
Total personnel expenses	$	(445,563	)	$	(451,428	)	$	(436,351	)

Allocation of Personnel Expenses by Nature

	Year Ended December 31,
	2017			2018			2019
	(in thousands)
Wages and salaries	$	(284,015	)	$	(296,336	)	$	(306,862	)
Severance pay	(7,915		)	(6,922		)	(12,504		)
Social charges	(70,130		)	(77,284		)	(76,594		)
Other social expenses	(17,178		)	(14,375		)	(15,513		)
Equity awards compensation expense	(71,612		)	(66,600		)	(40,999		)
Profit sharing	(1,002		)	(598		)	(92		)
Research tax credit (classified as a reduction of R&D expenses)	6,289			10,687			16,213
Total personnel expenses	$	(445,563	)	$	(451,428	)	$	(436,351	)

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Employee Benefits

12 Months Ended

Dec. 31, 2019

Postemployment Benefits [Abstract]

Employee Benefits

Employee Benefits

Defined Benefit Plans

According to the French law and the Syntec Collective Agreement, French employees are entitled to compensation paid on retirement.

The following table summarizes the changes in the projected benefit obligation:

	Year Ended December 31,
	2017		2018			2019
	(in thousands)
Projected benefit obligation present value - beginning of period	$	3,221	$	5,149		$	5,537
Service cost	1,231		1,690			1,556
Interest cost	66		86			113
Actuarial losses (gains)	103		(1,235		)	1,374
Change in consolidation scope	—		98			—
Currency translation adjustment	528		(251		)	(95		)
Projected benefit obligation present value - end of period	$	5,149	$	5,537		$	8,485

The Company does not hold any plan assets for any of the periods presented.

The main assumptions used for the purposes of the actuarial valuations are listed below:

	Year Ended December 31,
	2017	2018	2019
Discount rate (Corp AA)	1.7%	2.1%	1.1%
Expected rate of salary increase	5.0%	5.0%	5.0%
Expected rate of social charges	49.0% - 50.0%	49.0% - 50.0%	49.0% - 50.0%
Expected staff turnover	0 - 10.5%	0 - 10.5%	0 - 10.5%
Estimated retirement age	Progressive table	Progressive table	Progressive table
Life table	TH-TF 2000-2002 shifted	TH-TF 2000-2002 shifted	TH-TF 2000-2002 shifted

Defined Contribution Plans

The total expense represents contributions payable to these plans by us at specified rates.

In some countries, the Group’s employees are eligible for pension payments and similar financial benefits. The Group provides these benefits via defined contribution plans. Under defined contribution plans, the Group has no obligation other than to pay the agreed contributions, with the corresponding expense charged to income for the year. The main contributions concern France, the United States, for 401k plans, and the United Kingdom.

	Year Ended December 31,
	2017			2018			2019
	(in thousands)
Defined contributions plans included in personnel expenses	$	(14,345	)	$	(16,912	)	$	(15,686	)

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Other Current Assets (Tables)

12 Months Ended

Dec. 31, 2019

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Schedule of Other Current Assets

The following table shows the breakdown in other current assets net book value for the presented periods:

 

	Year Ended December 31,
	2018		2019
	(in thousands)
Prepayments to suppliers	$	4,056	$	5,109
Other debtors	4,762		4,225
Prepaid expenses	12,295		7,891
Derivative financial instruments	1,703		—
Gross book value at end of period	22,816		17,225
Net book value at end of period	$	22,816	$	17,225

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Contingencies (Tables)

12 Months Ended

Dec. 31, 2019

Commitments and Contingencies Disclosure [Abstract]

Schedule of Loss Contingencies by Contingency

Changes in provisions during the presented periods are summarized below:

	Provision for employee- related litigation			Other provisions			Total
	(in thousands)
Balance at January 1, 2018	$	545		$	1,253		$	1,798
Charges	325			1,868			2,193
Provision used	(180		)	(220		)	(400		)
Provision released not used	(404		)	(456		)	(860		)
Currency translation adjustments	(42		)	(49		)	(91		)
Balance at January 1, 2019	$	244		$	2,396		$	2,640
Charges	461			3,797			4,258
Provision used	(82		)	—			(82		)
Provision released not used	—			(402		)	(402		)
Currency translation adjustments	(3		)	(26		)	(29		)
Balance at December 31, 2019	$	620		$	5,765		$	6,385
- of which current	$	620		$	5,765		$	6,385

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Income Taxes - Breakdown of Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Income Tax Disclosure [Abstract]
Current income tax	$ (24,078)	$ (54,301)	$ (44,920)
France	(8,410)	(37,223)	(29,193)
International	(15,668)	(17,078)	(15,727)
Net change in deferred taxes	(15,418)	8,157	13,269
France	(14,109)	11,155	(1,080)
International	(1,309)	(2,998)	14,349
Provision for income tax	$ (39,496)	$ (46,144)	$ (31,651)

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Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Disaggregation of Revenue [Line Items]
Revenue	$ 2,261,516	$ 2,300,314	$ 2,296,692
Americas
Disaggregation of Revenue [Line Items]
Revenue	952,154	954,073	990,424
EMEA
Disaggregation of Revenue [Line Items]
Revenue	806,197	839,825	808,961
Asia-Pacific
Disaggregation of Revenue [Line Items]
Revenue	$ 503,165	$ 506,416	$ 497,307

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Significant Events and Transactions of the Period - Components of Restructuring Costs (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2019
Closing R&D operations in Palo Alto
Restructuring Cost and Reserve [Line Items]
Total restructuring costs	$ (718)	$ (718)
Closing R&D operations in Palo Alto | Gain from forfeitures of share-based compensation expense
Restructuring Cost and Reserve [Line Items]
Total restructuring costs	(4,863)	(4,863)
Closing R&D operations in Palo Alto | Payroll related costs
Restructuring Cost and Reserve [Line Items]
Total restructuring costs	(5,581)	(5,581)
Offices Right Sizing Plan
Restructuring Cost and Reserve [Line Items]
Total restructuring costs	(9,366)	(12,242)
Offices Right Sizing Plan | Depreciation and amortization (expense)
Restructuring Cost and Reserve [Line Items]
Total restructuring costs	(67)	1,161
Offices Right Sizing Plan | Impairment related costs
Restructuring Cost and Reserve [Line Items]
Total restructuring costs	8,926	8,926
Offices Right Sizing Plan | Facilities related costs
Restructuring Cost and Reserve [Line Items]
Total restructuring costs	507	2,155
New Organization Structure
Restructuring Cost and Reserve [Line Items]
Total restructuring costs	(577)	(622)
New Organization Structure | Gain from forfeitures of share-based compensation expense
Restructuring Cost and Reserve [Line Items]
Total restructuring costs	(13)	3,271
New Organization Structure | Payroll related costs
Restructuring Cost and Reserve [Line Items]
Total restructuring costs	$ (564)	$ (3,893)

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Significant Events and Transactions of the Period - Share Repurchase Program (Details) - USD ($) $ in Thousands			12 Months Ended
		Feb. 08, 2019	Dec. 31, 2019	Dec. 31, 2018
Number of Treasury Shares
Balance at beginning of the period (in shares)			3,459,119
Treasury shares, retired (in shares)		(1,594,288)	(1,594,288)
Balance at end of the period (in shares)			3,903,673	3,459,119
Amount
Balance at beginning of the period			$ 79,159
Treasury shares repurchased	[1]		58,883	$ 79,159
Balance at end of the period			$ 74,900	$ 79,159
Treasury stock
Number of Treasury Shares
Balance at beginning of the period (in shares)			3,459,119	0
Treasury Shares Repurchased (in shares)	[1]		444,554	3,459,119
Treasury shares, retired (in shares)			(1,594,288)
Balance at end of the period (in shares)			3,903,673	3,459,119
Amount
Balance at beginning of the period			$ 79,159	$ 0
Treasury shares repurchased	[1]		(4,259)	79,159
Treasury shares, retired			(36,137)
Balance at end of the period			$ 74,900	$ 79,159
Treasury Shares Repurchased to potentially use for M&A
Number of Treasury Shares
Treasury Shares Repurchased (in shares)				1,751,147
Amount
Treasury shares repurchased				$ 40,000
Treasury Shares Repurchased for RSU Vesting
Number of Treasury Shares
Treasury Shares Repurchased (in shares)				1,748,111
Amount
Treasury shares repurchased				$ 40,000
Treasury Shares Issued for RSU Vesting
Number of Treasury Shares
Treasury Shares Issued (in shares)			(1,203,090)	(40,139)
Amount
Treasury Shares Issued			$ (26,710)	$ (841)
Treasury Shares Repurchased to use for RSU Vesting
Number of Treasury Shares
Treasury Shares Repurchased (in shares)			1,498,709
Amount
Treasury shares repurchased			$ 28,452
Treasury Shares Repurchased for RSU Vesting
Number of Treasury Shares
Treasury Shares Repurchased (in shares)			1,743,223
Amount
Treasury shares repurchased			$ 30,136

[1] ⁽²⁾ Deferred consideration in the context of Storetail Marketing Services SAS acquisition (see note 9).

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Share-Based Compensation - Changes in Number of Non-Employee Warrants (Details) - shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward]
Beginning Balance (in shares)	7,967,602	7,405,216	8,203,371
Options granted (in shares)	3,586,098	4,146,709	2,246,712
Exercised (in shares)	(83,266)	(137,348)	(1,668,838)
Forfeited (in shares)	2,712,801	2,084,102	996,894
Ending Balance (in shares)	7,538,521	7,967,602	7,405,216
BSA
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward]
Beginning Balance (in shares)	291,670	186,276	188,125
Options granted (in shares)	105,680	125,000	57,290
Exercised (in shares)	0	0	(59,139)
Forfeited (in shares)	33,583	19,606
Ending Balance (in shares)	363,767	291,670	186,276

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Employee Benefits - Schedule of Projected Benefit Obligation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Projected benefit obligation present value - beginning of period	$ 5,537	$ 5,149	$ 3,221
Service cost	1,556	1,690	1,231
Interest cost	113	86	66
Actuarial losses (gains)	1,374	(1,235)	103
Change in consolidation scope	0	98	0
Currency translation adjustment	(95)	(251)	528
Projected benefit obligation present value - end of period	$ 8,485	$ 5,537	$ 5,149

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Categories of Financial Assets and Financial Liabilities - Financial Liabilities (Details) - Estimate of Fair Value Measurement - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Trade payables	$ 390,277	$ 425,376
Other taxes	50,099	55,592
Employee - related payables	74,781	65,878
Other current liabilities	35,886	47,115
Financial liabilities	4,405	3,508
Total	$ 555,448	$ 597,469

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Nature of Expenses Allocated by Function - General and Administrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Condensed Income Statements, Captions [Line Items]
Personnel expenses	$ (436,351)	$ (451,428)	$ (445,563)
Personnel expense excluding equity awards compensation expense and research tax credit	(306,862)	(296,336)	(284,015)
Equity awards compensation expense	(40,999)	(66,600)	(71,612)
Provision for doubtful accounts	(11,072)	(17,656)	(13,315)
General and administrative expenses	(139,754)	(135,159)	(127,077)
General and Administrative Expense
Condensed Income Statements, Captions [Line Items]
Personnel expenses	(75,815)	(76,476)	(74,420)
Personnel expense excluding equity awards compensation expense and research tax credit	(61,020)	(59,876)	(54,551)
Equity awards compensation expense	(14,795)	(16,600)	(19,869)
Other cash operating expenses	(52,057)	(48,687)	(46,271)
Subcontracting and other headcount related costs	(14,781)	(16,638)	(15,583)
Rent and facilities costs	(11,951)	(11,081)	(9,846)
Marketing costs	(3,130)	(1,061)	(806)
Consulting and professional fees	(19,329)	(18,163)	(16,693)
Other	(2,866)	(1,744)	(3,343)
Other non-cash operating expenses	(11,882)	(9,996)	(6,386)
Depreciation and amortization	(8,825)	(7,306)	(5,738)
Provision for doubtful accounts	(3,057)	(2,690)	(648)
General and administrative expenses	$ (139,754)	$ (135,159)	$ (127,077)

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Breakdown of Revenue and Non-Current Assets by Geographical Area - Revenue Generated in Other Significant Countries (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Segment Reporting Information [Line Items]
Revenue	$ 2,261,516	$ 2,300,314	$ 2,296,692
United States
Segment Reporting Information [Line Items]
Revenue	861,099	848,378	869,004
Germany
Segment Reporting Information [Line Items]
Revenue	200,025	203,020	183,297
United Kingdom
Segment Reporting Information [Line Items]
Revenue	88,928	97,849	115,226
Japan
Segment Reporting Information [Line Items]
Revenue	$ 342,298	$ 351,441	$ 355,338

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2019

Income Tax Disclosure [Abstract]

Schedule of Components of Income Tax Expense (Benefit)

The Consolidated Statements of Income line item “Provision for income taxes” can be broken down as follows:

	Year Ended December 31,
	2017			2018			2019
	(in thousands)
Current income tax	$	(44,920	)	$	(54,301	)	$	(24,078	)
France	(29,193		)	(37,223		)	(8,410		)
International	(15,727		)	(17,078		)	(15,668		)
Net change in deferred taxes	13,269			8,157			(15,418		)
France	(1,080		)	11,155			(14,109		)
International	14,349			(2,998		)	(1,309		)
Provision for income tax	$	(31,651	)	$	(46,144	)	$	(39,496	)

Schedule of Effective Income Tax Rate Reconciliation

The following table shows the reconciliation between the effective and nominal tax expense at the nominal standard French rate of 34.43% (excluding additional contributions):

	Year Ended December 31,
	2017			2018			2019
	(in thousands)
Income before taxes	$	128,310		$	142,023		$	135,465
Theoretical group tax-rates	34.43		%	34.43		%	34.43		%
Nominal tax expense	(44,177		)	(48,899		)	(46,641		)
Increase / decrease in tax expense arising from:
Research tax credit (1)	6,829			10,211			10,851
Net effect of shared-based compensation (2)	(605		)	(17,674		)	(13,432		)
BEAT waiver election (3)	—			—			(15,962		)
Other permanent differences (4)	(5,717		)	(11,982		)	(7,667		)
Non recognition of deferred tax assets related to tax losses and temporary differences (5)	(14,356		)	(11,664		)	(2,713		)
Utilization or recognition of previously unrecognized tax losses (6)	4,888			4,461			20,636
French CVAE included in income taxes	(2,867		)	(3,849		)	(3,632		)
Special tax deductions (7)	29,410			38,577			15,946
Effect of different tax rates	(6,667		)	(377		)	5,441
Other differences	1,611			(4,948		)	(2,323		)
Effective tax expense	$	(31,651	)	$	(46,144	)	$	(39,496	)
Effective tax rate	24.7		%	32.5		%	29.2		%

Increases and decreases in tax expense are presented applying the theoretical Group tax rate to the concerned tax bases. The impact resulting from the differences between local tax rates and the Group theoretical rate is shown in the “effect of different tax rates.”

⁽¹⁾  Included income tax effect of the French RTC deducted from the "Research and development expenses" and US Tax credits included in the line "Provision for income taxes".

⁽²⁾  While in most countries share-based compensation does not give rise to any tax effect either when granted or when exercised, the United States and the United Kingdom generally permit tax deductions in respect of share-based compensation. The tax deduction generated in the United States and United Kingdom in connection with the number of options exercised during the period was offset by the share-based compensation accounting expense exclusion.

⁽³⁾  Final and new proposed regulations on the Base Erosion Anti-abuse Tax (BEAT) have been issued by the United States Treasury and IRS, allowing a waiver election to permanently forgo deductions for all U.S. federal tax purposes, with the result that the foregone deductions will not be treated as a base erosion tax benefit.

⁽⁴⁾  Mainly related to employee costs, depreciation expenses and intercompany transactions.

⁽⁵⁾   Deferred tax assets on which a valuation allowance has been recognized over the periods mainly relate to Criteo Ltd, Criteo Corp, Criteo France, Criteo Singapore Pte. Ltd, Criteo do Brasil LTDA and Criteo Pty.

⁽⁶⁾  In 2019 recognition of previously unrecognized tax losses related to Criteo Corp., mainly generated by the BEAT waiver election implementation .

⁽⁷⁾  Special tax deductions refer to the application of a reduced income tax rate on the majority of the technology royalties income invoiced by the Parent to its subsidiaries.

Schedule of Deferred Tax Assets and Liabilities

The following table shows the changes in the major sources of deferred tax assets and liabilities:

(in thousands)	Year ended December 31, 2017			Change recognized in profit or loss			Change recognized in OCI			Change in consolidation scope			Other			Currency translation adjustments			Year ended December 31, 2018
Deferred tax assets:
Net operating loss carryforwards	$	37,272		$	18,715		$	—		$	1,697		$	(820	)	$	(1,506	)	$	55,358
Intangibles	(21,662		)	5,215			—			(9,150		)	—			252			(25,345		)
Stock compensation	15,400			(960		)	—			(40		)	—			—			14,400
Bad debt allowance	3,089			840			—			—			—			(50		)	3,879
Personnel-related accruals	6,507			944			—			—			—			(134		)	7,317
Other accruals	4,914			(588		)	—			—			(44		)	(381		)	3,901
Projected benefit obligation	1,774			612			(425		)	34			(2		)	(86		)	1,907
Financial instruments	(1,776		)	1,145			—			—			(1		)	46			(586		)
Other	12,273			(7,694		)	—			(14		)	882			32			5,479
Valuation allowance	(35,067		)	(10,072		)	107			562			(13		)	1,297			(43,186		)
Net Deferred Income Taxes	22,724			8,157			(318		)	(6,911		)	2			(530		)	23,124

On December 22, 2017, the 2017 Tax Cuts and Jobs Act was enacted into law and the new legislation contains several key tax provisions that affected us, including a reduction of the federal income tax rate to 21% effective January 1, 2018. As a result of the reduction in the U.S. corporate income tax rate, our U.S. deferred taxes at December 31, 2017, were revalued and recognizes the effect of the tax law changes in the period of enactment.

(in thousands)	Year ended December 31, 2018			Change recognized in profit or loss			Change recognized in OCI			Change in consolidation scope			Other		Currency translation adjustments			Year ended December 31, 2019
Deferred tax assets:
Net operating loss carryforwards	$	55,358		$	(27,680	)	$	—		$	(330	)	$	—	$	(371	)	$	26,977
Intangibles	(25,345		)	7,214			—			—			—		91			(18,040		)
Stock compensation	14,400			(3,515		)	—			—			—		—			10,885
Bad debt allowance	3,879			(1,871		)	—			—			—		(19		)	1,989
Personnel-related accruals	7,317			219			—			—			—		(24		)	7,512
Other accruals	3,901			290			—			—			—		(74		)	4,117
Projected benefit obligation	1,907			575			473			—			—		(32		)	2,923
Financial instruments	(586		)	1,014			—			—			—		15			443
Other	5,479			(9,472		)	—			—			11,105		84			7,196
Valuation allowance	(43,186		)	17,808			(310		)	330			—		69			(25,289		)
Net Deferred Income Taxes	23,124			(15,418		)	163			—			11,105		(261		)	18,713

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Nature of Expenses Allocated by Function (Tables)

12 Months Ended

Dec. 31, 2019

Other Income and Expenses [Abstract]

Schedule of Nature of Expenses Allocated by Function

The following table summarizes restructuring activities as of December 31, 2017 included in other current liabilities on the balance sheet:

	Restructuring Liability
	(in thousands)
Restructuring liability - January 1, 2017	$	—
Restructuring charges	3,299
Amounts paid	(2,855		)
Other	(12		)
Restructuring liability - December 31, 2017	$	432

	Twelve Months Ended
	December 31, 2017		December 31, 2018
	(in thousands)
Severance costs	$	2,602	$	127
Facility Exit Costs	—		297
Other	1,455		(477		)
Total restructuring costs	$	4,057	$	(53	)

The following table summarizes restructuring activities as of December 31, 2018 included in other current liabilities on the balance sheet:

	Restructuring Liability
	2017			2018
	(in thousands)
Restructuring liability - January 1	$	—		$	2,351
Restructuring charges	4,057			(53		)
Amounts paid	(251		)	(2,271		)
Other	(1,455		)	477
Restructuring liability - December 31	$	2,351		$	504

As such, we have recorded $3.3 million in restructuring charges for the twelve months ended December 31, 2017, as follows:

	Twelve Months Ended
	December 31, 2017
	(in thousands)
Severance costs	$	802
Facility Exit Costs	2,265
Other	232
Total restructuring costs	$	3,299

Nature of Expenses Allocated to Cost of Revenue

	Year Ended December 31,
	2017			2018			2019
	(in thousands)
Traffic acquisition costs	$	(1,355,556	)	$	(1,334,334	)	$	(1,314,947	)
Other cost of revenue	(121,641		)	(131,744		)	(117,533		)
Hosting costs	(57,895		)	(54,764		)	(57,139		)
Depreciation and amortization	(54,219		)	(67,346		)	(44,866		)
Data acquisition	(269		)	(282		)	(2,410		)
Other cost of sales	(9,258		)	(9,352		)	(13,118		)
Total cost of revenue	$	(1,477,197	)	$	(1,466,078	)	$	(1,432,480	)

Nature of Expenses Allocated to Research and Development

	Year Ended December 31,
	2017			2018			2019
	(in thousands)
Personnel expenses	$	(125,662	)	$	(130,696	)	$	(116,803	)
Personnel expense excluding equity awards compensation expense and research tax credit	(110,939		)	(120,024		)	(123,696		)
Equity awards compensation expense	(21,012		)	(21,359		)	(9,320		)
Research tax credit	6,289			10,687			16,213
Other cash operating expenses	(34,073		)	(37,119		)	(37,820		)
Subcontracting and other headcount related costs	(19,437		)	(15,129		)	(16,343		)
Rent and facilities costs	(11,466		)	(14,201		)	(14,009		)
Consulting and professional fees	(2,680		)	(3,320		)	(4,416		)
Marketing costs	(909		)	(4,976		)	(3,818		)
Other	419			507			766
Other non-cash operating expenses	(14,190		)	(11,448		)	(17,968		)
Depreciation and amortization	(13,420		)	(10,602		)	(17,208		)
Net change in other provisions	(770		)	(846		)	(760		)
Total research and development expenses	$	(173,925	)	$	(179,263	)	$	(172,591	)

Nature of Expenses Allocated to Sales and Operations

	Year Ended December 31,
	2017			2018			2019
	(in thousands)
Personnel expenses	$	(245,481	)	$	(244,256	)	$	(243,733	)
Personnel expense excluding equity awards compensation expense	(214,750		)	(215,615		)	(226,849		)
Equity awards compensation expense	(30,731		)	(28,641		)	(16,884		)
Other cash operating expenses	(105,714		)	(104,960		)	(109,268		)
Subcontracting and other headcount related costs	(29,053		)	(25,706		)	(24,655		)
Rent and facilities costs	(32,952		)	(32,398		)	(32,353		)
Marketing costs	(20,650		)	(17,864		)	(20,804		)
Consulting and professional fees	(5,605		)	(5,330		)	(6,988		)
Operating taxes	(14,120		)	(11,788		)	(6,197		)
Other including bad debt expense	(3,334		)	(11,874		)	(18,271		)
Other non-cash operating expenses	(29,454		)	(23,491		)	(22,476		)
Depreciation and amortization	(19,844		)	(18,245		)	(30,620		)
Net change in provisions for doubtful receivables	(8,493		)	(5,453		)	9,740
Net change in other provisions	(1,117		)	207			(1,596		)
Total sales and operations expenses	$	(380,649	)	$	(372,707	)	$	(375,477	)

Nature of Expenses Allocated to General and Administrative

	Year Ended December 31,
	2017			2018			2019
	(in thousands)
Personnel expenses	$	(74,420	)	$	(76,476	)	$	(75,815	)
Personnel expense excluding equity awards compensation expense	(54,551		)	(59,876		)	(61,020		)
Equity awards compensation expense	(19,869		)	(16,600		)	(14,795		)
Other cash operating expenses	(46,271		)	(48,687		)	(52,057		)
Subcontracting and other headcount related costs	(15,583		)	(16,638		)	(14,781		)
Rent and facilities costs	(9,846		)	(11,081		)	(11,951		)
Marketing costs	(806		)	(1,061		)	(3,130		)
Consulting and professional fees	(16,693		)	(18,163		)	(19,329		)
Other	(3,343		)	(1,744		)	(2,866		)
Other non-cash operating expenses	(6,386		)	(9,996		)	(11,882		)
Depreciation and amortization	(5,738		)	(7,306		)	(8,825		)
Net change in other provisions	(648		)	(2,690		)	(3,057		)
Total general and administrative expenses	$	(127,077	)	$	(135,159	)	$	(139,754	)

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Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	1,262,819	1,504,718	1,031,005
Net Income (Loss) Attributable to Parent	$ 90,745	$ 88,644	$ 91,214
Weighted average shares outstanding, basic (in shares)	64,305,965	66,456,890	65,143,036
Net income allocated to shareholders, Basic (in dollars per share)	$ 1.41	$ 1.33	$ 1.40
ERROR in label resolution.	978,521	786,932	1,401,957
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements, Options And BSPCE	279,270	382,512	1,239,149
Incremental Common Shares Attributable to Dilutive Effect of Call Options and Warrants	34,832	36,570	67,829
Weighted average shares outstanding, diluted (in shares)	65,598,588	67,662,904	67,851,971
Net income allocated to shareholders, diluted (in dollars per share)	$ 1.38	$ 1.31	$ 1.34
Restricted Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	1,120,439	1,464,145	758,859
OSAs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	142,380	40,573	272,146
BSA
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	0	0	0

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Leases - Supplemental Cash Flow Information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2019 USD ($)
Cash Flow, Operating Activities, Lessee [Abstract]
Cash flow for operating activities	$ (54,259)
Right of use assets obtained in exchange for new operating lease liabilities	$ 15,714

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Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Goodwill [Roll Forward]
Goodwill	$ 312,881	$ 236,826
Additions to goodwill	5,277	77,905
Currency translation adjustment	(1,058)	(1,850)
Goodwill	$ 317,100	$ 312,881

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Non-Current Financial Assets (Details) $ in Millions	Dec. 31, 2019 USD ($)
Interest-bearing Deposits
Guarantor Obligations [Line Items]
Deposit assets	$ 6.3

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Nature of Expenses Allocated by Function - Restructuring Liabilities of Discontinuation of Criteo Predictive Search (Details) - Criteo Predictive Search Discontinuation - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Restructuring Reserve [Roll Forward]
Restructuring liability - beginning of the period	$ 504	$ 2,351	$ 0
Restructuring charges		(53)	4,057
Amounts paid	$ (500)	(2,271)	(251)
Other		477	(1,455)
Restructuring liability - end of the period		$ 504	$ 2,351

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Categories of Financial Assets and Financial Liabilities - Derivative Instruments (Details) - Estimate of Fair Value Measurement - Fair Value, Inputs, Level 2 - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Asset	$ 0	$ 1,703
Derivative Liability	$ 1,284	$ 0

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Other Current Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepayments to suppliers	$ 5,109	$ 4,056
Other debtors	4,225	4,762
Prepaid expenses	7,891	12,295
Derivative financial instruments	0	1,703
Gross book value at end of period	17,225	22,816
Net book value at end of period	$ 17,225	$ 22,816

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Financial Liabilities - Maturity of Financial Liabilities and Cash and Cash Equivalents (Details) $ in Thousands	Dec. 31, 2019 USD ($)
Borrowings
Borrowings	$ 2,116
Next Twelve Months	1,480
Year Two	428
Year Three	100
Year Four	62
Year Five	33
Year Six	13
Other financial liabilities
Other financial liabilities	1,005
Next Twelve Months	572
Year Two	433
Year Three	0
Year Four	0
Year Five	0
Year Six	0
Financial derivatives
Financial derivatives	1,284
Next Twelve Months	1,284
Financial liabilities
Financial liabilities	4,405
Next Twelve Months	3,336
Year Two	861
Year Three	100
Year Four	62
Year Five	33
Year Six	$ 13

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Share-Based Compensation - Details of BSPCE / OSA / RSU plans (Details) - € / shares								12 Months Ended
	Jul. 26, 2018	Jun. 27, 2017	Jul. 28, 2016	Jan. 29, 2016	Oct. 29, 2015	Oct. 25, 2012	Apr. 07, 2011	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2012
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted (in shares)								3,586,098	4,146,709	2,246,712
BSCPCE & OSA
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted (in shares)								438,347	1,013,065	355,010
RSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted (in shares)								3,147,751	3,133,644	1,891,702
Plans 1 and 2 | BSPCE
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award Vesting Period (in years)								3 years
Contractual Life (in years)								10 years
Expected option life (in years)								8 years
Number of instruments granted (in shares)								1,819,120
Share entitlement per option								1
Plan 3 | BSCPCE & OSA
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Contractual Life (in years)								10 years
Expected option life (in years)								8 years
Number of instruments granted (in shares)								4,289,940
Share entitlement per option								1
Plan 3 | OSA
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted (in shares)							960,000
Plan 3 | Performance OSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted (in shares)							180,000
Plan 5 | BSCPCE & OSA
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award Vesting Period (in years)								4 years
Contractual Life (in years)								10 years
Expected option life (in years)								8 years
Number of instruments granted (in shares)								1,184,747
Share entitlement per option								1
Exercise price (in Euro per share)								€ 5.95
Grant date share fair value (in Euro per share)								€ 4.98
Plan 6 | BSPCE
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award Vesting Period (in years)								1 year
Contractual Life (in years)								10 years
Expected option life (in years)								8 years
Number of instruments granted (in shares)								257,688
Share entitlement per option								1
Exercise price (in Euro per share)								€ 8.28
Grant date share fair value (in Euro per share)								€ 6.43
Expected volatility								50.20%
Discount rate								2.20%
Fair value per option/RSU								€ 3.28
Plan 6 | BSCPCE & OSA
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Contractual Life (in years)								10 years
Expected option life (in years)								8 years
Number of instruments granted (in shares)								1,065,520
Share entitlement per option								1
Plan 6 | Performance BSPCE
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted (in shares)						257,688
Share-based compensation expense, recognition period											1 year
Plan 7 | BSCPCE & OSA
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award Vesting Period (in years)								4 years
Contractual Life (in years)								10 years
Number of instruments granted (in shares)								2,317,374
Share entitlement per option								1
Plan 8 | OSA
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award Vesting Period (in years)								4 years
Contractual Life (in years)								10 years
Expected option life (in years)								6 years
Number of instruments granted (in shares)								4,318,551
Share entitlement per option								1
Plan 8 | RSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award Vesting Period (in years)								4 years
Number of instruments granted (in shares)								2,534,262
Share entitlement per option								1
Plan 8 | Performance RSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
RSU's granted				33,010	337,960
Plan 9
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Contractual Life (in years)								10 years
Plan 9 | OSA
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award Vesting Period (in years)								4 years
Contractual Life (in years)								10 years
Expected option life (in years)								6 years
Number of instruments granted (in shares)								502,410
Share entitlement per option								1
Plan 9 | RSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award Vesting Period (in years)								4 years
Number of instruments granted (in shares)								2,556,315
Share entitlement per option								1
Plan 9 | Performance RSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
RSU's granted		135,500	195,250
Plan 10 | OSA
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award Vesting Period (in years)								4 years
Contractual Life (in years)								10 years
Expected option life (in years)								6 years
Number of instruments granted (in shares)								947,565
Share entitlement per option								1
Plan 10 | RSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award Vesting Period (in years)								4 years
Number of instruments granted (in shares)								2,150,498
Share entitlement per option								1
Plan 10 | Performance RSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
RSU's granted	203,332
Plan 11 | OSA
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award Vesting Period (in years)								4 years
Contractual Life (in years)								10 years
Expected option life (in years)								6 years
Number of instruments granted (in shares)								128,380
Share entitlement per option								1
Plan 11 | RSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award Vesting Period (in years)								4 years
Number of instruments granted (in shares)								2,712,014
Share entitlement per option								1
Plan 12 | OSA
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award Vesting Period (in years)								4 years
Contractual Life (in years)								10 years
Expected option life (in years)								6 years
Number of instruments granted (in shares)								375,467
Share entitlement per option								1
Exercise price (in Euro per share)								€ 15.67
Grant date share fair value (in Euro per share)								€ 15.67
Expected volatility								39.20%
Fair value per option/RSU								€ 5.78
Plan 12 | RSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award Vesting Period (in years)								4 years
Number of instruments granted (in shares)								1,907,653
Share entitlement per option								1
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant date share fair value (in Euro per share)								€ 33.98
Minimum | Plans 1 and 2 | BSPCE
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price (in Euro per share)								0.45
Grant date share fair value (in Euro per share)								€ 0.20
Expected volatility								53.00%
Discount rate								2.74%
Fair value per option/RSU								€ 0.08
Minimum | Plan 3 | BSCPCE & OSA
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award Vesting Period (in years)								3 years
Exercise price (in Euro per share)								€ 0.20
Grant date share fair value (in Euro per share)								€ 0.20
Expected volatility								55.20%
Discount rate								2.62%
Fair value per option/RSU								€ 0.08
Minimum | Plan 5 | BSCPCE & OSA
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility								52.10%
Discount rate								2.79%
Fair value per option/RSU								€ 2.75
Minimum | Plan 6 | BSCPCE & OSA
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award Vesting Period (in years)								4 years
Exercise price (in Euro per share)								€ 8.28
Grant date share fair value (in Euro per share)								€ 5.45
Expected volatility								49.60%
Discount rate								1.80%
Fair value per option/RSU								€ 3.28
Minimum | Plan 7 | BSCPCE & OSA
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected option life (in years)								6 years
Exercise price (in Euro per share)								€ 12.08
Grant date share fair value (in Euro per share)								€ 12.08
Expected volatility								44.20%
Discount rate								1.20%
Fair value per option/RSU								€ 6.85
Minimum | Plan 8 | OSA
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price (in Euro per share)								22.95
Grant date share fair value (in Euro per share)								€ 22.50
Expected volatility								39.40%
Discount rate								0.00%
Fair value per option/RSU								€ 9.47
Minimum | Plan 8 | RSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant date share fair value (in Euro per share)								35.18
Fair value per option/RSU								26.16
Minimum | Plan 9 | OSA
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price (in Euro per share)								38.20
Grant date share fair value (in Euro per share)								€ 38.20
Expected volatility								40.60%
Fair value per option/RSU								€ 14.49
Minimum | Plan 9 | RSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value per option/RSU								33.98
Minimum | Plan 10 | OSA
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price (in Euro per share)								24.63
Grant date share fair value (in Euro per share)								€ 24.63
Expected volatility								41.00%
Discount rate								0.60%
Fair value per option/RSU								€ 9.85
Minimum | Plan 10 | RSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant date share fair value (in Euro per share)								22.92
Fair value per option/RSU								22.92
Minimum | Plan 11 | OSA
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price (in Euro per share)								15.86
Grant date share fair value (in Euro per share)								€ 15.86
Expected volatility								40.70%
Discount rate								0.10%
Fair value per option/RSU								€ 6.15
Minimum | Plan 11 | RSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price (in Euro per share)								15.86
Grant date share fair value (in Euro per share)								15.86
Fair value per option/RSU								15.86
Minimum | Plan 12 | RSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price (in Euro per share)								15.67
Grant date share fair value (in Euro per share)								15.67
Fair value per option/RSU								15.67
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant date share fair value (in Euro per share)								49.08
Maximum | Plans 1 and 2 | BSPCE
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price (in Euro per share)								2.10
Grant date share fair value (in Euro per share)								€ 0.70
Expected volatility								55.70%
Discount rate								4.10%
Fair value per option/RSU								€ 0.45
Maximum | Plan 3 | BSCPCE & OSA
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award Vesting Period (in years)								4 years
Exercise price (in Euro per share)								€ 5.95
Grant date share fair value (in Euro per share)								€ 4.98
Expected volatility								57.80%
Discount rate								3.76%
Fair value per option/RSU								€ 2.88
Maximum | Plan 5 | BSCPCE & OSA
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility								52.90%
Discount rate								3.53%
Fair value per option/RSU								€ 2.85
Maximum | Plan 6 | BSCPCE & OSA
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award Vesting Period (in years)								5 years
Exercise price (in Euro per share)								€ 10.43
Grant date share fair value (in Euro per share)								€ 6.43
Expected volatility								50.20%
Discount rate								2.27%
Fair value per option/RSU								€ 5.83
Maximum | Plan 7 | BSCPCE & OSA
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected option life (in years)								8 years
Exercise price (in Euro per share)								€ 38.81
Grant date share fair value (in Euro per share)								€ 38.81
Expected volatility								50.10%
Discount rate								2.40%
Fair value per option/RSU								€ 16.90
Maximum | Plan 8 | OSA
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price (in Euro per share)								47.47
Grant date share fair value (in Euro per share)								€ 47.47
Expected volatility								44.50%
Discount rate								0.71%
Fair value per option/RSU								€ 17.97
Maximum | Plan 8 | RSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant date share fair value (in Euro per share)								35.58
Fair value per option/RSU								37.10
Maximum | Plan 9 | OSA
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price (in Euro per share)								43.45
Grant date share fair value (in Euro per share)								€ 43.45
Expected volatility								41.30%
Fair value per option/RSU								€ 16.82
Maximum | Plan 9 | RSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value per option/RSU								49.08
Maximum | Plan 10 | OSA
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price (in Euro per share)								28.69
Grant date share fair value (in Euro per share)								€ 28.69
Expected volatility								41.50%
Discount rate								0.70%
Fair value per option/RSU								€ 11.40
Maximum | Plan 10 | RSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant date share fair value (in Euro per share)								44.37
Fair value per option/RSU								44.37
Maximum | Plan 11 | OSA
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price (in Euro per share)								17.98
Grant date share fair value (in Euro per share)								€ 17.98
Expected volatility								41.20%
Discount rate								0.90%
Fair value per option/RSU								€ 6.94
Maximum | Plan 11 | RSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price (in Euro per share)								30.80
Grant date share fair value (in Euro per share)								30.80
Fair value per option/RSU								30.80
Maximum | Plan 12 | RSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price (in Euro per share)								17.44
Grant date share fair value (in Euro per share)								17.44
Fair value per option/RSU								€ 17.44

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Property, Plant and Equipment

12 Months Ended

Dec. 31, 2019

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Property, Plant and Equipment

Changes in net book value during the presented periods are summarized below:

	Fixtures and fittings			Furniture and equipment			Construction in Progress			Total
	(in thousands)
Net book value at January 1, 2018	$	22,265		$	110,351		$	29,122		$	161,738
Additions to tangible assets	1,075			27,741			76,733			105,549
Disposal of tangible assets net of accumulated depreciation	(19		)	(176		)	(30		)	(225		)
Depreciation expense	(6,025		)	(72,162		)	—			(78,187		)
Change in consolidation scope	26			103			—			129
Currency translation adjustment	(340		)	(3,957		)	(694		)	(4,991		)
Transfer into service	1,902			82,901			(84,803		)	—
Net book value at December 31, 2018	18,884			144,801			20,328			184,013
Gross book value at end of period	36,458			366,299			20,328			423,085
Accumulated depreciation at end of period	(17,574		)	(221,498		)	—			(239,072		)
Net book value at January 1, 2019	18,884			144,801			20,328			184,013
Additions to tangible assets	466			23,117			46,959			70,542
Disposal of tangible assets net of accumulated depreciation	(999		)	(904		)	(12		)	(1,915		)
Depreciation expense	(6,377		)	(50,222		)	—			(56,599		)
Change in consolidation scope	—			3			—			3
Currency translation adjustment	(43		)	(1,660		)	(180		)	(1,883		)
Transfer into service	892			61,895			(62,787		)	—
Net book value at December 31, 2019	$	12,823		$	177,030		$	4,308		$	194,161
Gross book value at end of period	35,456			412,915			4,308			452,679
Accumulated depreciation at end of period	(22,633		)	(235,885		)	—			(258,518		)

The increase in property plant and equipment (gross book value and accumulated depreciation) mainly includes purchases of server equipment in the French, American and Japanese subsidiaries where the Company’s data center equipment is located.

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Consolidated Statements of Income - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Income Statement [Abstract]
Revenue	$ 2,261,516	$ 2,300,314	$ 2,296,692
Cost of revenue
Traffic acquisition costs	(1,314,947)	(1,334,334)	(1,355,556)
Other cost of revenue	(117,533)	(131,744)	(121,641)
Gross profit	829,036	834,236	819,495
Operating expenses:
Research and development expenses	(172,591)	(179,263)	(173,925)
Sales and operations expenses	(375,477)	(372,707)	(380,649)
General and administrative expenses	(139,754)	(135,159)	(127,077)
Total operating expenses	(687,822)	(687,129)	(681,651)
Income from operations	141,214	147,107	137,844
Financial (expense)	(5,749)	(5,084)	(9,534)
Income before taxes	135,465	142,023	128,310
Provision for income taxes	(39,496)	(46,144)	(31,651)
Net income	95,969	95,879	96,659
Net income available to shareholders of Criteo S.A.	90,745	88,644	91,214
Net income available to non-controlling interests	$ 5,224	$ 7,235	$ 5,445
Net income allocated to shareholders per share:
Net income allocated to shareholders, Basic (in dollars per share)	$ 1.41	$ 1.33	$ 1.40
Net income allocated to shareholders, diluted (in dollars per share)	$ 1.38	$ 1.31	$ 1.34
Weighted average shares outstanding used in computing per share amounts:
Weighted average shares outstanding, basic (in shares)	64,305,965	66,456,890	65,143,036
Weighted average shares outstanding, diluted (in shares)	65,598,588	67,662,904	67,851,971

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Categories of Financial Assets and Financial Liabilities

12 Months Ended

Dec. 31, 2019

Fair Value Disclosures [Abstract]

Categories of Financial Assets and Financial Liabilities

Categories of Financial Assets and Financial Liabilities

Financial assets

	Year Ended December 31,
	2018		2019
	(in thousands)
Trade receivables, net of allowances	$	473,901	$	481,732
Other taxes	53,338		60,924
Other current assets	22,816		17,225
Non-current financial assets	20,460		21,747
Total	$	570,515	$	581,628

Credit Risk

We maintain an allowance for estimated credit losses. During the years ended December 31, 2019 and 2018, our net change in allowance for doubtful accounts was $(9.9) million and $5.1 million, respectively.

For our financial assets, the fair value approximates the carrying amount, given the nature of the financial assets and the maturity of the expected cash flows.

Trade Receivables

Credit risk is defined as an unexpected loss in cash and earnings if the client is unable to pay its obligations in due time. We perform internal ongoing credit risk evaluations of our clients. When a possible risk exposure is identified, we require prepayments.

As of December 31, 2019 and 2018, no customer accounted for 10% or more of trade receivables.

Financial liabilities

	Year Ended December 31,
	2018		2019
	(in thousands)
Trade payables	$	425,376	$	390,277
Other taxes	55,592		50,099
Employee - related payables	65,878		74,781
Other current liabilities	47,115		35,886
Financial liabilities	3,508		4,405
Total	$	597,469	$	555,448

The fair value of financial liabilities approximates the carrying amount, given the nature of the financial liabilities and the maturity of the expected cash flows.

Fair Value Measurements

We measure the fair value of our cash equivalents, which include interest bearing deposits, as level 2 measurements because they are valued using observable market data.

Financial assets or liabilities include derivative financial instruments used to manage our exposure to the risk of exchange rate fluctuations. These instruments are considered level 2 financial instruments as they are measured using valuation techniques based on observable market data.

Derivative Financial Instruments

Derivatives consist of foreign currency forward contracts that we use to hedge intercompany transactions and other monetary assets or liabilities denominated in currencies other than the local currency of a subsidiary. We recognize gains and losses on these contracts in financial income (expense), and their position on the balance sheet is based on their fair value at the end of each respective period. These instruments are considered level 2 financial instruments as they are measured using valuation techniques based on observable market data.

	Year Ended December 31,
	2018		2019
	(in thousands)
Derivative Assets:
Included in other current assets	$	1,703	$	—
Derivative Liabilities:
Included in financial liabilities - current portion	$	—	$	1,284

The fair value of derivative financial instruments approximates the carrying amount, given the nature of the derivative financial instruments and the maturity of the expected cash flows.

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Contingencies

12 Months Ended

Dec. 31, 2019

Dec. 31, 2018

Commitments and Contingencies Disclosure [Abstract]

Contingencies

Contingencies

Changes in provisions during the presented periods are summarized below:

	Provision for employee- related litigation			Other provisions			Total
	(in thousands)
Balance at January 1, 2018	$	545		$	1,253		$	1,798
Charges	325			1,868			2,193
Provision used	(180		)	(220		)	(400		)
Provision released not used	(404		)	(456		)	(860		)
Currency translation adjustments	(42		)	(49		)	(91		)
Balance at January 1, 2019	$	244		$	2,396		$	2,640
Charges	461			3,797			4,258
Provision used	(82		)	—			(82		)
Provision released not used	—			(402		)	(402		)
Currency translation adjustments	(3		)	(26		)	(29		)
Balance at December 31, 2019	$	620		$	5,765		$	6,385
- of which current	$	620		$	5,765		$	6,385

The amount of the provisions represent management’s best estimate of the future outflow. The increase of Other provisions during the Twelve Months ended December 31, 2019 relates mainly to provision for operating taxes.

Commitments and contingencies

Purchase Obligations

As of December 31, 2019, we had $6.8 million of other non-cancellable contractual obligations, primarily related to software licenses, maintenance and $1.0 million bandwidth for our servers.

Revolving Credit Facilities, Credit Lines Facilities and Bank Overdrafts

As mentioned in Note 12, we are party to one RCF with a syndicate of banks which allow us to draw up to €350.0 million ($393.2 million).

We are also party to short-term credit lines and overdraft facilities with HSBC plc, BNP Paribas and LCL. We are authorized to draw up to a maximum of €21.5 million ($24.2 million) in the aggregate under the short-term credit lines and overdraft facilities. As of December 31, 2019, we had not drawn on any of these facilities. Any loans or overdraft under these short-term facilities bear interest based on the one month EURIBOR rate or three month EURIBOR rate. As these facilities are exclusively short-term credit and overdraft facilities, our banks have the ability to terminate such facilities on short notice.

Contingencies

From time to time we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We are not presently a party to any legal proceedings that, if determined adversely to us, would individually or taken together have a material adverse effect on our business, results of operations, financial condition or cash flows. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

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Consolidated Statement of Cash Flows (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Statement of Cash Flows [Abstract]
Shared-based compensation	$ 39,613	$ 65,117	$ 69,908

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2019

Dec. 31, 2018

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure

Contingencies

Changes in provisions during the presented periods are summarized below:

	Provision for employee- related litigation			Other provisions			Total
	(in thousands)
Balance at January 1, 2018	$	545		$	1,253		$	1,798
Charges	325			1,868			2,193
Provision used	(180		)	(220		)	(400		)
Provision released not used	(404		)	(456		)	(860		)
Currency translation adjustments	(42		)	(49		)	(91		)
Balance at January 1, 2019	$	244		$	2,396		$	2,640
Charges	461			3,797			4,258
Provision used	(82		)	—			(82		)
Provision released not used	—			(402		)	(402		)
Currency translation adjustments	(3		)	(26		)	(29		)
Balance at December 31, 2019	$	620		$	5,765		$	6,385
- of which current	$	620		$	5,765		$	6,385

The amount of the provisions represent management’s best estimate of the future outflow. The increase of Other provisions during the Twelve Months ended December 31, 2019 relates mainly to provision for operating taxes.

Commitments and contingencies

Purchase Obligations

As of December 31, 2019, we had $6.8 million of other non-cancellable contractual obligations, primarily related to software licenses, maintenance and $1.0 million bandwidth for our servers.

Revolving Credit Facilities, Credit Lines Facilities and Bank Overdrafts

As mentioned in Note 12, we are party to one RCF with a syndicate of banks which allow us to draw up to €350.0 million ($393.2 million).

We are also party to short-term credit lines and overdraft facilities with HSBC plc, BNP Paribas and LCL. We are authorized to draw up to a maximum of €21.5 million ($24.2 million) in the aggregate under the short-term credit lines and overdraft facilities. As of December 31, 2019, we had not drawn on any of these facilities. Any loans or overdraft under these short-term facilities bear interest based on the one month EURIBOR rate or three month EURIBOR rate. As these facilities are exclusively short-term credit and overdraft facilities, our banks have the ability to terminate such facilities on short notice.

Contingencies

From time to time we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We are not presently a party to any legal proceedings that, if determined adversely to us, would individually or taken together have a material adverse effect on our business, results of operations, financial condition or cash flows. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

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Principles and Accounting Methods (Policies)

12 Months Ended

Dec. 31, 2019

Accounting Policies [Abstract]

Basis of Presentation

Basis of Preparation

We prepared the consolidated financial statements in accordance with the U.S generally accepted accounting principles (“U.S. GAAP”). The consolidated financial statements include the accounts of Criteo S.A and its wholly owned subsidiaries.

Consolidation Methods

Consolidation Methods We have control over all our subsidiaries, and consequently they are all fully consolidated. Intercompany transactions and balances have been eliminated.

Functional Currency and Translation of Financial Statements in Foreign Currency and Conversion of Foreign Currency Transactions

Functional Currency and Translation of Financial Statements in Foreign Currency

The Consolidated Financial Statements are presented in U.S. dollars, which differs from the functional currency of the Parent, being the Euro. The statements of financial position of consolidated entities having a functional currency different from the U.S. dollar are translated into U.S. dollars at the closing exchange rate (spot exchange rate at the statement of financial position date) and the statements of income, statements of comprehensive income and statements of cash flow of such consolidated entities are translated at the average period to date exchange rate. The resulting translation adjustments are included in equity under the caption “Accumulated other comprehensive income (loss)” in the Consolidated Statements of Changes in Shareholders' Equity.

Conversion of Foreign Currency Transactions

Foreign currency transactions are converted to U.S. dollars at the rate of exchange applicable on the transaction date. At period-end, foreign currency monetary assets and liabilities are converted at the rate of exchange prevailing on that date. The resulting exchange gains or losses are recorded in the Consolidated Statements of Income in “Other financial income (expense)” with the exception of exchange differences arising from monetary items that form part of the reporting entity’s net investment in a foreign operation which are recognized in other comprehensive income (loss); they will be recognized in profit or loss on disposal of the net investment.

Use of Estimates

Use of Estimates

The preparation of our Consolidated Financial Statements requires the use of estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of revenue and expenses during the period. We base our estimates and assumptions on historical experience and other factors that we believe to be reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates.

On an on-going basis, management evaluates its estimates, primarily those related to: (1) revenue recognition criteria (2) allowances for doubtful accounts, (3) research tax credits (4) 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, (5) assumptions used in valuing acquired assets and assumed liabilities in business combinations, (6) assumptions used in the valuation of goodwill, intangible assets and right of use assets - operating lease, and (7) assumptions used in the valuation model to determine the fair value of share-based compensation plan.

Business Combinations

Business combinations

We include the results of operations of the businesses that we acquire as of the acquisition date. We allocate the purchase price of our acquisitions to the assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase price over the fair values of these identifiable assets and liabilities is recorded as goodwill. Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred.

Intangible Assets

Intangible Assets

Acquired intangible assets are accounted for at acquisition cost, less accumulated amortization. Acquired intangible assets are composed of software, technology and customer relationships amortized on a straight-line basis over their estimated useful lives comprised between one and three years for the software, and three and nine years, for the technology and customer relationships. Intangible assets are reviewed for impairment whenever events or changes in circumstances such as, but not limited to, significant declines in revenue, earnings or cash flows or material adverse changes in the business climate indicate that the carrying amount of an asset may be impaired.

We expense software development costs, including costs to develop software products or the software component of products to be sold, leased, or marketed to external users, before technological feasibility is reached. Technological feasibility is typically reached shortly before the release of such products and as a result, development costs that meet the criteria for capitalization were not material for the periods presented.

Software development costs also include costs to develop software to be used solely to meet internal needs and cloud based applications used to deliver our services. We capitalize development costs related to these software applications once the preliminary project stage is complete and it is probable that the project will be completed and the software will be used to perform the function intended. Amortization of these costs begins when assets are placed in service and is calculated on a straight-line basis over the assets’ useful lives estimated at three to five years.

Property, Plant and Equipment

Property, Plant and Equipment

Property, plant and equipment are accounted for at acquisition cost less cumulative depreciation and any impairment loss. Depreciation is calculated on a straight-line basis over the assets’ estimated useful lives as follows:

Servers........................................................................................................... 5 years over the life of the warranty

Furniture and IT equipments............................................................................................................... 3 to 5 years

Leasehold improvements are depreciated over their useful life or over the lease term, whichever is shorter.

Goodwill and Intangible Assets

Goodwill and Intangible Assets

Goodwill represents the excess of the aggregate purchase price paid over the fair value of the net tangible and intangible assets acquired. Intangible assets that are not considered to have an indefinite useful life are amortized over their useful lives. The Company evaluates the estimated remaining useful lives of purchased intangible assets and whether events or changes in circumstances warrant a revision to the remaining periods of amortization.

Goodwill is not amortized and is tested for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The Company has determined that it operates as a single reporting unit and has selected December 31 as the date to perform its annual impairment test.

In the impairment assessment of its goodwill, the Company performs a two-step impairment test, which involves assumptions regarding estimated future cash flows to be derived from the Company. If these estimates or their related assumptions change in the future, the Company may be required to record impairment for these assets. The first step of the impairment test involves comparing the fair value of the reporting unit to its net book value, including goodwill.

If the net book value exceeds its fair value, then the Company would perform the second step of the goodwill impairment test to determine the amount of the impairment loss. The impairment loss to be recognized would be calculated by comparing the implied fair value of the Company to its net book value. In calculating the implied fair value of the Company’s goodwill, the fair value of the Company would be allocated to all of the other assets and liabilities based on their fair values. The excess of the fair value of the Company over the amount assigned to its other assets and liabilities is the implied fair value of goodwill. An impairment loss would be recognized in the Consolidated Statement of Income when the carrying amount of goodwill exceeds its implied fair value.

With respect to intangible assets, acquired intangible assets are accounted for at acquisition cost less cumulative amortization and any impairment loss. Acquired intangible assets are amortized over their estimated useful lives of one to nine years on a straight-line method. Intangible assets are reviewed for impairment whenever events or changes in circumstances such as, but not limited to, significant declines in revenue, earnings or cash flows or material adverse changes in the financial and economic environment indicate that the carrying amount of an asset may be impaired.

Property, Plant and Equipment and Impairment of Long-Lived Assets

Property, Plant and Equipment and Impairment of Long-lived Assets

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset is impaired or the estimated useful life is no longer appropriate. If indicators of impairment exist and the undiscounted projected cash flows associated with an asset are less than the carrying amount of the asset, an impairment loss is recorded to write the asset down to its estimated fair value. Fair value is estimated based on discounted future cash flows.

Leases

Leases

We lease office space and data centers mainly under non-cancellable operating lease agreements. Our leases typically include rent free periods, rent escalation periods, renewal options and may also include leasehold improvement incentives. Both office and data center leases may contain non-lease components such as maintenance, electrical costs, and other service charges. Non-lease components are accounted for separately. Office and data center leases typically contain options to renew, and/or terminate the lease early.

Operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. Options have been included in the calculation if management has determined that it is reasonably certain that the option will be exercised.

We do not recognize a lease liability or right of use asset for leases with a term of 12 months or less, and we do not recognize a lease liability or right of use asset for low value leases.

Financial Assets and Liabilities, Excluding Derivative Financial Instruments

Financial Assets and Liabilities, Excluding Derivative Financial Instruments

Financial assets, excluding cash and cash equivalents, consist exclusively of loans and receivables. Loans and receivables are non-derivative financial assets with a payment, which is fixed or can be determined, not listed on an active market. They are included in current assets, except those that mature more than twelve months after the reporting date. Loans are measured at amortized cost using the effective interest method. The recoverable amount of loans and advances is estimated whenever there is an indication that the asset may be impaired and at least on each reporting date. If the recoverable amount is lower than the carrying amount, an impairment loss is recognized in the Consolidated Statements of Income.

Financial liabilities are initially recorded at their fair value at the transaction date. Subsequently they are measured at amortized cost using the effective interest method.

We carry our accounts receivable at net realizable value. On a periodic basis, our management evaluates our accounts receivable and determines whether to provide an allowance or if any accounts should be written down and charged to expense as a bad debt. The evaluation is based on, among other factors, a past history of collections, current credit conditions, the ageing of the receivable and a past history of write downs. A receivable is considered past due if we have not received payments based on agreed-upon terms. A higher default rate than estimated or a deterioration in our clients’ creditworthiness could have an adverse impact on our future results. Allowances for doubtful accounts on trade receivables are recorded in “sales and operations expenses” in our Consolidated Statements of Income. We generally do not require any security or collateral to support our receivables.

Derivative Financial Instruments

Derivative financial instruments

We buy and sell derivative financial instruments (mainly put, forward buying and selling) in order to manage and reduce our exposure to the risk of exchange rate fluctuations. We deal only with major financial institutions. Financial instruments may only be classified as hedges when we can demonstrate and document the effectiveness of the hedging relationship at inception and throughout the life of the hedge. Derivatives not designated as hedging instruments mainly consist of put, forward buying and selling contracts that we use to hedge intercompany transactions and other monetary assets or liabilities denominated in currencies other than the local currency of a subsidiary.

We recognize gains and losses on these contracts, as well as the related costs in the financial income (expense), net, along with the foreign currency gains and losses on monetary assets and liabilities.

During the years ended December 31, 2017 and December 31, 2018 , the Company reported the cash impact of the settlement of hedging derivatives in cash from (used for) financing activities in the consolidated statements of cash flows. This accounting policy choice results in the cash flows from the derivative instrument to be classified in the same category as the underlying cash flows.

Fair Value Measurements

Fair value measurements

Financial instruments are presented in three categories based on a hierarchical method used to determine their fair value : (i) level 1: fair value calculated using quoted prices in an active market for identical assets and liabilities; (ii) level 2: fair value calculated using valuation techniques based on observable market data such as prices of similar assets and liabilities or parameters quoted in an active market; (iii) level 3: fair value calculated using valuation techniques based wholly or partially on unobservable inputs such as prices in an active market or a valuation based on multiples for unlisted companies. The Company's valuation techniques used to measure the fair value of money market funds and certain short term investments were derived from quoted prices in active markets. The valuation techniques used to measure the fair value of the Company's financial liabilities and all other financial instruments, all of which have counterparties with high credit ratings, were valued based on quoted market prices or model-driven valuations using inputs derived from or corroborated by observable market data.

Cash and Cash Equivalents

Cash and Cash Equivalents

Cash includes cash on hand and demand deposits with banks. Cash equivalents include short-term, highly liquid investments, with a remaining maturity at the date of purchase of three months or less for which the risk of changes in value is considered to be insignificant. Demand deposits therefore meet the definition of cash equivalents. Cash equivalents are measured at fair value using level 1 and level 2, respectively, for cash at hand and money market funds using quoted prices, and any changes are recognized in the Consolidated Statements of Income.

Concentration of Credit Risk

Concentration of Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, cash equivalents and accounts receivable. The Company’s cash and cash equivalents are held and foreign exchange contracts are transacted with major financial institutions that the Company's management has assessed to be of high credit quality. The Company has not experienced any losses in such accounts.

The Company mitigates its credit risk with respect to accounts receivable by performing credit evaluations and monitoring agencies' and advertisers' accounts receivable balances. As of December 31, 2019 and 2018 no customer accounted for 10% or more of accounts receivable. During the years ended December 31, 2019, 2018 and 2017, no single customer represented 10% or more of revenue.

Employee Benefits

Employee Benefits

Depending on the laws and practices of the countries in which we operate, employees may be entitled to compensation when they retire or to a pension following their retirement. For state-managed plans and other defined contribution plans, we recognize them as expenses when they become payable, our commitment being limited to our contributions.

The liability with respect to defined benefit plans is estimated using the following main assumptions:

• discount rate;

• future salary increases;

• employee turnover; and

• mortality tables.

Service costs are recognized in profit or loss and are allocated by function.

Actuarial gains and losses are recognized in other comprehensive income and subsequently amortized into the income statement over a specified period, which is generally the expected average remaining service period of the employees participating in the plan. Actuarial gains and losses arise as a result of changes in actuarial assumptions or experience adjustments (differences between the previous actuarial assumptions and what has actually occurred).

Contingencies

Contingencies

An estimated loss from a loss contingency is recognized if the following two conditions are met:

• information available before the financial statements are issued indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the financial statements;

• the amount of loss can be reasonably estimated.

With respect to litigation and claims that may result in a provision to be recognized, we exercise significant judgment in measuring and recognizing provisions or determining exposure to contingent liabilities that are related to pending litigation or other outstanding claims. These judgment and estimates are subject to change as new information becomes available.

Revenue Recognition and Cost of Revenue

Revenue Recognition

On January 1, 2018, we adopted Topic 606 using the modified retrospective method. The new standard had no significant impact on our Consolidated Financial Statements.

We recognize revenues when we transfer control of promised services directly to our clients or to advertising agencies, which we collectively refer to as our clients, in an amount that reflects the consideration to which we expect to be entitled to in exchange for those services.

Refer to Note 17. Revenue for further discussion regarding the adoption of ASC 606 and revenue.

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. We purchase impressions directly from publishers or third-party intermediaries, such as advertisement exchanges. We recognize cost of revenue on a publisher by publisher basis as incurred. Costs owed to publishers but not yet paid are recorded in our Consolidated Statements of Financial Position as trade payables and other current liabilities.

For some solutions within Criteo Retail Media, we pay for the inventory of our ecommerce retailer partners on a revenue sharing basis, effectively paying the retailers a portion of the click-based revenue generated by user clicks on the sponsored products advertisements displaying the products of our brand manufacturer clients.

Other Cost of Revenue. Other cost of revenue includes expenses related to third-party hosting fees, depreciation of data center equipment and data purchased from third parties. The Company does not build or operate its own data centers and none of its Research and Development employments are dedicated to revenue generating activities. As a result, we do not include the costs of such personnel in other cost of revenue.

Share-based Compensation

Share-Based Compensation

Shares, employee share options and employee and non-employee warrants are primarily awarded to our employees or directors. These awards are measured at their fair value on the date of grant. The fair value is calculated with the most relevant formula regarding the settlement and the conditions of each plan. The fair value is recorded in personnel expenses (allocated by function in the Consolidated Statements of Income) on a straight-line basis over each milestone composing the vesting period with a corresponding increase in shareholders’ equity.

At each closing date, we re-examine the number of options likely to become exercisable. If applicable, the impact of the review of the estimate is recognized in the Consolidated Statements of Income with a corresponding adjustment in equity.

Income Taxes

Income Taxes

Income taxes are accounted for under the asset and liability method of accounting. Deferred taxes are recorded on all temporary differences between the financial reporting and tax bases of assets and liabilities, and on tax losses, using the liability method. Differences are defined as temporary when they are expected to reverse within a foreseeable future. We may only recognize deferred tax assets on net operating losses if, based on the projected taxable incomes within the next three years, we determine that it is probable that future taxable profit will be available against which the unused tax losses and tax credits can be utilized. As a result, the measurement of deferred income tax assets is reduced, if necessary, by a valuation allowance for any tax benefits which are not expected to be realized. If future taxable profits are considerably different from those forecasted that support recording deferred tax assets, we will have to revise downwards or upwards the amount of deferred tax assets, which would have a significant impact on our financial results. Tax assets and liabilities are not discounted. Amounts recognized in the Consolidated Financial Statements are calculated at the level of each tax entity included in the consolidation scope. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in the period that such tax rate changes are enacted.

The French Research Tax Credit, Crédit d’Impôt Recherche (“CIR”), is a French tax incentive to stimulate research and development (“R&D”). Generally, the CIR offsets the income tax to be paid and the remaining portion (if any) can be refunded at the end of a three-fiscal year period. The CIR is calculated based on the claimed volume of eligible R&D expenditures by us. As a result, the CIR is presented as a deduction to “research and development expenses” in the Consolidated Statements of Income, as the CIR is not within the scope of ASC 740. We have exclusively claimed R&D performed in France for purposes of the CIR.

The U.S Research Tax Credit is a U.S. tax credit to incentivize research and development activities in the U.S. Qualifying R&D expenses generating a tax credit which may be used to offset future taxable income once all net operating losses and foreign tax credits have been used. It is not refundable and as such, considered in the scope of ASC 740 as a component of income tax expense. We have exclusively claimed R&D performed in the U.S. for purposes of the U.S. Research Tax Credit.

Uncertain Tax Positions

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. These uncertain tax positions include our estimates for transfer pricing that have been developed based upon analyses of appropriate arms-length prices. Similarly, our estimates related to uncertain tax positions concerning research tax credits are based on an assessment of whether our available documentation corroborating the nature of our activities supporting the tax credits will be sufficient. Although we believe that we have adequately reserved for our uncertain tax positions (including net interest and penalties), we can provide no assurance that the final tax outcome of these matters will not be materially different. We make adjustments to these reserves in accordance with the income tax accounting guidance when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different from the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made, and could have a material impact on our financial condition and operating results.

Operating Segments

Operating Segments

Segment information reported is built on the basis of internal management data used for performance analysis of businesses and for the allocation of resources (management approach). An operating segment is a component of the Company for which separate financial information is available that is evaluated regularly by our Chief Decision Maker in deciding how to allocate resources and assessing performance.

Our chief operating decision-maker is our CEO. The CEO reviews consolidated data for revenue, revenue excluding traffic acquisition costs (revenue ex-TAC) and Adjusted EBITDA (earnings before financial income (expense), income taxes, depreciation and amortization, adjusted to eliminate the impact of equity awards compensation expense, pension service costs, restructuring costs, acquisition-related costs and deferred price consideration) for the purposes of allocating resources and evaluating financial performance.

We have concluded that our operations constitute one operating and reportable segment.

Earnings Per Share

Earnings Per Share

Basic earnings per share (“EPS”) are calculated by dividing the net income attributable to shareholders of the Parent by the weighted average number of shares outstanding. The weighted average number of shares outstanding is calculated according to movements in share capital.

 In addition, we calculate diluted earnings per share by dividing the net income attributable to shareholders of the Parent company, Criteo S.A. by the weighted average number of shares outstanding plus any potentially dilutive shares not yet issued.

Recent Accounting Pronouncements

Accounting Pronouncements adopted in 2019

Effective January 1, 2019, we have adopted the Financial Accounting Standards Board, ("FASB") Accounting Standards Update ("ASU") 842 No. 2016-02, Leases (Topic 842) (ASU 2016-02), which generally requires companies to recognize operating and financing lease liabilities and corresponding right-of-use assets on the balance sheet for operating leases with terms of more than 12 months, in addition to those currently recorded. In August 2018, the FASB issued ASU 2018-11, Targeted Improvements to ASC 842, which included an option not to restate comparative periods in transition and use the effective date of ASC 842, Leases, as the date of the initial application of transition, which we elected. Prior periods have not been adjusted and continue to be accounted for in accordance with ASC 840. As a result of adopting ASU 842, we recognized total operating lease liabilities of $223.5 million and operating right-of-use assets of $204.3 million as of January 1, 2019. The adoption of ASC 842 had an immaterial impact on our condensed consolidated statements of income and our condensed consolidated statement of cash flows for the year ended December 31, 2019. Refer to Note 13. Leases, for additional information and required disclosures.

Effective January 1, 2019, we have adopted ASU 2018 - 07, Improvements to Non-Employee Share based Payment Accounting. The amendments in this ASU expands Topic 718 to include share base payments for goods or services to non employees. The adoption of ASU 2018-07 did not have a material impact on our financial position or results of operations.

Recent Accounting Pronouncements

In June 2016, the FASB issued Accounting Standards Update No. 2016-13 (ASU 2016-13) Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model which requires the use of forward-looking information to calculate credit loss estimates. This will result in earlier recognition of credit losses. We will adopt ASU 2016-13 effective January 1, 2020 with the cumulative effect of adoption recorded as an adjustment to retained earnings. We are currently assessing the impact of the adoption of ASU 2016-13 on the Company's consolidated financial statements. The adoption of ASU 2016-13 is not expected to have a material impact on our financial position or results of operations.

In January 2017, the FASB issued ASU 2017-04 Goodwill and Other (Topic 350). ASU 2017-04 simplifies the subsequent measurement of goodwill and reduces the cost and complexity of evaluating goodwill for impairment. It eliminates the need for entities to calculate the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. Under this amendment, an entity will perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge is recognized for the amount by which the carrying value exceeds the reporting unit's fair value. We intend to adopt the standard on the effective date of January 1, 2020. The adoption of ASU 2017-04 is not expected to have a material impact on our financial position or results of operations.

In August 2017, the FASB issued ASU 2017-12 Derivatives and Hedging (Topic 815), Targeted Improvements to Accounting for Hedging Activities. ASU 2017-12 was issued with the objective of improving the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements as well as to simplify the application of hedge accounting guidance in current GAAP. We intend to adopt the standard on the effective date of January 1, 2020. The adoption of ASU 2017-12 is not expected to have a material impact on our financial position or results of operations.

In August 2018, the FASB issued ASU 2018 - 13, Fair Value Measurement - Disclosure Framework - Changes to the Disclosure Requirement for Fair Value Measurement. This ASU modifies disclosure requirements for Fair Value including 1) removing existing disclosure requirements such as reasons for transfers from 1 to 2 level, policy of timing of transfers 2) modifying existing disclosure requirements, such as a rollforward of level 3 assets, investments in entities that calculate net asset value, and the measurement uncertainty disclosure 3) Adds additional disclosures such as changes in unrealized gains and losses in OCI, and the range and weight of significant unobservable inputs. We intend to adopt the standard on the effective date of January 1, 2020. The adoption of ASU 2018-13 is not expected to have a material impact on our financial position or results of operations.

In August 2018, the FASB issued ASU 2018 - 14, Compensation - Retirement Benefits - Defined Benefit Plans - General. The purpose of this update is to modify disclosure requirements for Defined Benefit Plans. It removes requirements to disclose the amounts in accumulated other comprehensive income expected to be recognized as components of net periodic benefit cost over the next fiscal year among others. It adds disclosure requirements for the items such as an explanation of the reasons for significant gains and losses related to changes in the benefit obligation for the period. We intend to adopt the standard on the effective date of January 1, 2021. The adoption of ASU 2018-14 is not expected to have a material impact on our financial position or results of operations but may have an impact on our disclosures.

In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal Use Software - Customer’s Accounting for Implementation Costs incurred in a Cloud Computing Arrangement That is a Service Contract. This ASU was issued to clarify the accounting for implementation costs incurred for SaaS agreements. Previously the guidance only referred to development of internal use software and the accounting for SaaS agreements was not clarified. This ASU states that the implementation costs of SaaS agreements should be capitalized. We will adopt ASU 2018-15 effective January 1, 2020. The adoption of ASU 2018-15 is not expected to have an impact on our financial position or results of operations on the date of the adoption but will have a minor impact on expense classification in future periods.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s Consolidated Financial Statements upon adoption.

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Breakdown of Revenue and Non-Current Assets by Geographical Area - Other Information (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Segment Reporting Information [Line Items]
Long-Lived Assets	$ 281,047	$ 296,049
Americas
Segment Reporting Information [Line Items]
Long-Lived Assets	104,389	125,654
United States
Segment Reporting Information [Line Items]
Long-Lived Assets	100,107	125,312
EMEA
Segment Reporting Information [Line Items]
Long-Lived Assets	20,336	27,898
Asia-Pacific
Segment Reporting Information [Line Items]
Long-Lived Assets	19,701	19,109
Japan
Segment Reporting Information [Line Items]
Long-Lived Assets	9,617	11,630
Singapore
Segment Reporting Information [Line Items]
Long-Lived Assets	5,970	2,992
Holding
Segment Reporting Information [Line Items]
Long-Lived Assets	$ 136,621	$ 123,388

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Financial Income and Expenses (Tables)

12 Months Ended

Dec. 31, 2019

Other Income and Expenses [Abstract]

Schedule of Other Nonoperating Income (Expense)

The Consolidated Statements of Income line item “Financial income (expense)” can be broken down as follows:

	Year Ended December 31,
	2017			2018			2019
	(in thousands)
Financial income from cash equivalents	$	883		$	1,055		$	1,528
Interest and fees	(2,856		)	(2,107		)	(2,383		)
Interest on debt	(2,459		)	(1,796		)	(1,756		)
Fees	(397		)	(311		)	(627		)
Foreign exchange (loss) gain	(7,495		)	(3,945		)	(4,425		)
Other financial expense	(66		)	(87		)	(469		)
Total financial income (expense)	$	(9,534	)	$	(5,084	)	$	(5,749	)

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Revenue (Tables)

12 Months Ended

Dec. 31, 2019

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

 The following tables disclose our consolidated revenue for each geographical area for each of the reported periods. Revenue by geographical area is based on the location of advertisers’ campaigns.

 

	Americas		EMEA		Asia-Pacific		Total
	(in thousands)
December 31, 2017	$	990,424	$	808,961	$	497,307	$	2,296,692
December 31, 2018	954,073		839,825		506,416		2,300,314
December 31, 2019	$	952,154	$	806,197	$	503,165	$	2,261,516

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Commitments and Contingencies - Additional Information (Details)	Dec. 31, 2019 USD ($)	Dec. 31, 2019 EUR (€)	Dec. 31, 2017 USD ($)	Dec. 31, 2017 EUR (€)	Sep. 30, 2015 USD ($)	Sep. 30, 2015 EUR (€)
Revolving Credit Facility | Line of Credit | Bank Syndicate RCF
Debt Instrument [Line Items]
Maximum Borrowing Capacity	$ 393,200,000	€ 350,000,000	$ 393,200,000	€ 350,000,000.0	$ 280,900,000	€ 250,000,000.0
Revolving Credit Facility | Line of Credit | HSBC and LCL Facilities
Debt Instrument [Line Items]
Maximum Borrowing Capacity	24,200,000	€ 21,500,000
Software Licenses
Debt Instrument [Line Items]
Purchase obligations	6,800,000
Bandwidth For Servers
Debt Instrument [Line Items]
Purchase obligations	$ 1,000,000.0

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Contingencies (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Loss Contingency Accrual [Roll Forward]
Contingencies Accrual, beginning balance	$ 2,640	$ 1,798
Charges	4,258	2,193
Provision used	(82)	(400)
Provision released not used	(402)	(860)
Currency translation adjustments	(29)	(91)
Contingencies Accrual, ending balance	6,385	2,640
Contingencies Accrual, of which current	6,385
Provision for employee- related litigation
Loss Contingency Accrual [Roll Forward]
Contingencies Accrual, beginning balance	244	545
Charges	461	325
Provision used	(82)	(180)
Provision released not used	0	(404)
Currency translation adjustments	(3)	(42)
Contingencies Accrual, ending balance	620	244
Contingencies Accrual, of which current	620
Other provisions
Loss Contingency Accrual [Roll Forward]
Contingencies Accrual, beginning balance	2,396	1,253
Charges	3,797	1,868
Provision used	0	(220)
Provision released not used	(402)	(456)
Currency translation adjustments	(26)	(49)
Contingencies Accrual, ending balance	5,765	$ 2,396
Contingencies Accrual, of which current	$ 5,765

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Nature of Expenses Allocated by Function - Discontinuation of Criteo Predictive Search (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Restructuring Cost and Reserve [Line Items]
Severance costs	$ 12,504	$ 6,922	$ 7,915
Criteo Predictive Search Discontinuation
Restructuring Cost and Reserve [Line Items]
Restructuring gain			100
Severance costs		127	2,602
Facility Exit Costs		297	0
Other		(477)	1,455
Total restructuring costs		(53)	4,057
Amounts paid	$ 500	2,271	251
Research and Development Expense | Criteo Predictive Search Discontinuation
Restructuring Cost and Reserve [Line Items]
Total restructuring costs		(300)	2,900
Sales And Operations Expense | Criteo Predictive Search Discontinuation
Restructuring Cost and Reserve [Line Items]
Total restructuring costs		200	1,100
Write-off of Intangible Assets | Criteo Predictive Search Discontinuation
Restructuring Cost and Reserve [Line Items]
Total restructuring costs			2,200
Share-based Compensation Expense | Criteo Predictive Search Discontinuation
Restructuring Cost and Reserve [Line Items]
Total restructuring costs		$ (500)	$ 700

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Cash and Cash Equivalents (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Cash and Cash Equivalents [Abstract]
Cash equivalent	$ 189,119	$ 125,442
Cash on hand	229,644	238,984
Total Cash and cash equivalents	$ 418,763	$ 364,426

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Property, Plant and Equipment (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Movement in Property, Plant and Equipment [Roll Forward]
Beginning Balance	$ 184,013	$ 161,738
Additions to tangible assets	70,542	105,549
Disposal of tangible assets net of accumulated depreciation	(1,915)	(225)
Depreciation expense	(56,599)	(78,187)
Change in consolidation scope	3	129
Currency translation adjustment	(1,883)	(4,991)
Transfer into service	0	0
Ending Balance	194,161	184,013
Gross book value at end of period	452,679	423,085
Accumulated depreciation at end of period	(258,518)	(239,072)
Fixtures and fittings
Movement in Property, Plant and Equipment [Roll Forward]
Beginning Balance	18,884	22,265
Additions to tangible assets	466	1,075
Disposal of tangible assets net of accumulated depreciation	(999)	(19)
Depreciation expense	(6,377)	(6,025)
Change in consolidation scope	0	26
Currency translation adjustment	(43)	(340)
Transfer into service	892	1,902
Ending Balance	12,823	18,884
Gross book value at end of period	35,456	36,458
Accumulated depreciation at end of period	(22,633)	(17,574)
Furniture and equipment
Movement in Property, Plant and Equipment [Roll Forward]
Beginning Balance	144,801	110,351
Additions to tangible assets	23,117	27,741
Disposal of tangible assets net of accumulated depreciation	(904)	(176)
Depreciation expense	(50,222)	(72,162)
Change in consolidation scope	3	103
Currency translation adjustment	(1,660)	(3,957)
Transfer into service	61,895	82,901
Ending Balance	177,030	144,801
Gross book value at end of period	412,915	366,299
Accumulated depreciation at end of period	(235,885)	(221,498)
Construction in Progress
Movement in Property, Plant and Equipment [Roll Forward]
Beginning Balance	20,328	29,122
Additions to tangible assets	46,959	76,733
Disposal of tangible assets net of accumulated depreciation	(12)	(30)
Depreciation expense	0	0
Change in consolidation scope	0	0
Currency translation adjustment	(180)	(694)
Transfer into service	(62,787)	(84,803)
Ending Balance	4,308	20,328
Gross book value at end of period	4,308	20,328
Accumulated depreciation at end of period	$ 0	$ 0

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Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2019
Lessee, Lease, Description [Line Items]
Lease expense	$ 19,002	$ 63,506
Short term lease expense	605	4,122
Variable lease expense	(817)	599
Sublease income	(378)	(2,916)
Total operating lease expense	18,412	65,311
Offices
Lessee, Lease, Description [Line Items]
Lease expense	11,833	38,910
Short term lease expense	352	2,296
Variable lease expense	141	599
Sublease income	(378)	(2,916)
Total operating lease expense	11,948	38,889
Data Centers
Lessee, Lease, Description [Line Items]
Lease expense	7,169	24,596
Short term lease expense	253	1,826
Variable lease expense	(958)	0
Sublease income	0	0
Total operating lease expense	$ 6,464	$ 26,422

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Share-Based Compensation - Share Options Plans and Employee Warrants Grants (BSPCE) (Details) - shares														12 Months Ended
	May 16, 2019	Jun. 27, 2018	Jun. 28, 2017	Jun. 29, 2016	Jun. 18, 2014	Aug. 02, 2013	Sep. 14, 2012	Nov. 18, 2011	Apr. 07, 2011	Apr. 23, 2010	Sep. 09, 2009	Apr. 16, 2009	Oct. 24, 2008	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted (in shares)														3,586,098	4,146,709	2,246,712
Average percent of closing share prices														95.00%
OSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted (in shares)														438,347	1,013,065	355,010
BSA
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted (in shares)														105,680	125,000	57,290
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted (in shares)														3,147,751	3,133,644	1,891,702
RSUs | Vesting Period 1
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights														50.00%
RSUs | Vesting Period 2
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award Vesting Period (in years)														24 months
Award vesting rights														6.25%
Plan 1 | BSPCE
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Additional shares authorized (in shares)													2,112,000
Number of shares authorized to be granted (in shares)													2,112,000
Plan 2 | BSPCE
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Additional shares authorized (in shares)												1,472,800
Number of shares authorized to be granted (in shares)												1,472,800
Plan 3 | Employee Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Additional shares authorized (in shares)											1,584,000
Number of shares authorized to be granted (in shares)											1,584,000
Options granted (in shares)									960,000
Plan 3 | OSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized to be granted (in shares)											2,700,000
Expiration Period (in years)														10 years
Plan 4 | BSPCE
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted (in shares)										361,118
Plan 5 | OSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Additional shares authorized (in shares)								2,800,000
Number of shares authorized to be granted (in shares)								2,800,000
Award Vesting Period (in years)														4 years
Expiration Period (in years)														10 years
Plan 6 | BSPCE
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award Vesting Period (in years)														1 year
Expiration Period (in years)														10 years
Plan 6 | OSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Additional shares authorized (in shares)							1,654,290
Number of shares authorized to be granted (in shares)							1,654,290
Expiration Period (in years)														10 years
Plan 7 | OSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Additional shares authorized (in shares)						6,627,237
Number of shares authorized to be granted (in shares)						6,627,237
Award Vesting Period (in years)														4 years
Expiration Period (in years)														10 years
Plan 8 | Employee Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Additional shares authorized (in shares)					9,935,710
Number of shares authorized to be granted (in shares)					9,935,710
Award Vesting Period (in years)														4 years
Expiration Period (in years)														10 years
Plan 8 | RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award Vesting Period (in years)														4 years
Plan 9
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expiration Period (in years)														10 years
Plan 9 | Vesting Period 2
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award Vesting Period (in years)														36 months
Plan 9 | Employee Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award Vesting Period (in years)														4 years
Expiration Period (in years)														10 years
Plan 9 | OSAs | Vesting Period 1
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights														25.00%
Plan 9 | OSAs | Vesting Period 2
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights														6.25%
Plan 9 | Share Options and Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Additional shares authorized (in shares)				4,600,000
Plan 9 | BSA
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Additional shares authorized (in shares)				100,000
Number of shares authorized to be granted (in shares)				4,600,000
Plan 9 | RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award Vesting Period (in years)														4 years
Plan 10 | Employee Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award Vesting Period (in years)														4 years
Expiration Period (in years)														10 years
Plan 10 | Share Options and Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Additional shares authorized (in shares)			4,600,000
Plan 10 | BSA
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Additional shares authorized (in shares)			120,000
Number of shares authorized to be granted (in shares)			4,600,000
Plan 10 | RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award Vesting Period (in years)														4 years
Plan 11 | Employee Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award Vesting Period (in years)														4 years
Expiration Period (in years)														10 years
Plan 11 | Share Options and Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Additional shares authorized (in shares)		4,200,000
Plan 11 | BSA
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Additional shares authorized (in shares)		150,000
Plan 11 | RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award Vesting Period (in years)														4 years
Plan 12 | Employee Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award Vesting Period (in years)														4 years
Expiration Period (in years)														10 years
Plan 12 | Share Options and Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Additional shares authorized (in shares)	6,200,000
Plan 12 | BSA
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Additional shares authorized (in shares)	175,000
Plan 12 | RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award Vesting Period (in years)														4 years
Plans 1, 2, and 3 | OSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expiration Period (in years)														10 years
Plans 1, 2, and 3 | OSAs | Vesting Period 1
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights														33.33%
Plans 1, 2, and 3 | OSAs | Vesting Period 2
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award Vesting Period (in years)														24 months
Award vesting rights														8.33%

XML

Leases - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Lessee, Lease, Description [Line Items]
Leases not yet commenced		$ 11,800
Research and Development Expense		172,591	$ 179,263	$ 173,925
Selling and Marketing Expense		375,477	372,707	380,649
General and Administrative Expense		139,754	135,159	$ 127,077
Offices
Lessee, Lease, Description [Line Items]
Lease expense	$ 9,300		37,900
Data Centers
Lessee, Lease, Description [Line Items]
Lease expense	$ 15,900		$ 54,800
Offices Right Sizing Plan | Impairment related costs
Lessee, Lease, Description [Line Items]
Research and Development Expense		700
Selling and Marketing Expense		6,400
General and Administrative Expense		$ 1,800

XML

Goodwill - Narrative (Details) $ in Thousands, € in Millions				12 Months Ended
	Oct. 29, 2018 USD ($)	Aug. 03, 2018 USD ($)	Aug. 03, 2018 EUR (€)	Dec. 31, 2019 USD ($) business	Dec. 31, 2018 USD ($) business	Dec. 31, 2018 EUR (€) business	Dec. 31, 2018 EUR (€)	Dec. 31, 2017 USD ($)
Finite-Lived Intangible Assets [Line Items]
Number of business combinations | business				2	2	2
Goodwill				$ 317,100	$ 312,881			$ 236,826
Acquisition costs					1,700
Manage, Inc.
Finite-Lived Intangible Assets [Line Items]
Consideration transferred	$ 60,000
Goodwill					45,000
Working capital adjustments					600
Deferred tax liabilities, assumed					4,400
Manage, Inc. | Technology Relationships
Finite-Lived Intangible Assets [Line Items]
Assets acquired					9,800
Manage, Inc. | Customer Relationships
Finite-Lived Intangible Assets [Line Items]
Assets acquired					7,300
Storetail
Finite-Lived Intangible Assets [Line Items]
Consideration transferred		$ 47,800	€ 41.3
Goodwill					32,300		€ 27.8
Payments to acquire business		43,700	37.7
Deferred consideration		$ 4,100	€ 3.6
Deferred tax liabilities, assumed					4,100		€ 3.6
Storetail | Technology and Related Marketing Solution Asset
Finite-Lived Intangible Assets [Line Items]
Assets acquired					$ 14,200	€ 12.2

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Non-Current Financial Assets

12 Months Ended

Dec. 31, 2019

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Non-Current Financial Assets

Non-Current Financial Assets

Non-current financial assets are mainly composed of (i) an interest-bearing bank deposit amounting to $6.3 million, which is pledged to the benefit of a bank in order to secure the first-demand bank guarantee in connection with our headquarters premises, and (ii) guarantee deposits for office rentals in France, Spain, the United Kingdom, the United States, Japan and Singapore.

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Principles and Accounting Methods

12 Months Ended

Dec. 31, 2019

Dec. 31, 2018

Accounting Policies [Abstract]

Principles and Accounting Methods

Principles and Accounting Methods

Basis of Preparation

We prepared the consolidated financial statements in accordance with the U.S generally accepted accounting principles (“U.S. GAAP”). The consolidated financial statements include the accounts of Criteo S.A and its wholly owned subsidiaries.

 Consolidation Methods

We have control over all our subsidiaries, and consequently they are all fully consolidated. Intercompany transactions and balances have been eliminated. The table below presents at each period’s end and for all entities included in the consolidation scope the following information: the country of incorporation and the percentage of voting rights and ownership interests.

		2018				2019
	Country	Voting rights		Ownership Interest		Voting rights		Ownership Interest		Consolidation Method
Parent company
Criteo S.A (1)	France	100	%	100	%	100	%	100	%	Parent company
French subsidiaries
Criteo France SAS	France	100	%	100	%	100	%	100	%	Fully consolidated
Criteo Finance SAS	France	100	%	100	%	100	%	100	%	Fully consolidated
Storetail Marketing Services SAS	France	100	%	100	%	100	%	100	%	Fully consolidated
Condigolabs SAS	France	—	%	—	%	100	%	40	%	Fully consolidated
Foreign subsidiaries
Criteo Ltd	United Kingdom	100	%	100	%	100	%	100	%	Fully consolidated
HookLogic Ltd (2)	United Kingdom	100	%	100	%	—		—		Fully consolidated
Storetail Marketing Services Ltd	United Kingdom	100	%	100	%	100	%	100	%	Fully consolidated
Criteo Corp	United States	100	%	100	%	100	%	100	%	Fully consolidated
Manage, Inc.	United States	100	%	100	%	100	%	100	%	Fully consolidated
Criteo Gmbh	Germany	100	%	100	%	100	%	100	%	Fully consolidated
Criteo Nordics AB (3)	Sweden	—	%	—	%	100	%	100	%	Fully consolidated
Criteo Korea Ltd. (3)	Korea	—	%	—	%	100	%	100	%	Fully consolidated
Criteo KK	Japan	66	%	66	%	66	%	66	%	Fully consolidated
Criteo Do Brasil LTDA	Brazil	100	%	100	%	100	%	100	%	Fully consolidated
Criteo BV	The Netherlands	100	%	100	%	100	%	100	%	Fully consolidated
Criteo Pty	Australia	100	%	100	%	100	%	100	%	Fully consolidated
Criteo Srl	Italy	100	%	100	%	100	%	100	%	Fully consolidated
Criteo Advertising (Beijng) Co. Ltd	China	100	%	100	%	100	%	100	%	Fully consolidated
Criteo Singapore Pte. Ltd.	Singapore	100	%	100	%	100	%	100	%	Fully consolidated
Criteo LLC	Russia	100	%	100	%	100	%	100	%	Fully consolidated
Criteo Europa S.L.	Spain	100	%	100	%	100	%	100	%	Fully consolidated
Criteo Espana S.L.	Spain	100	%	100	%	100	%	100	%	Fully consolidated
Storetail Marketing Services S.L.U	Spain	100	%	100	%	100	%	100	%	Fully consolidated
Criteo Canada Corp.	Canada	100	%	100	%	100	%	100	%	Fully consolidated
Criteo Reklamcılık Hizmetleri ve Ticaret Anonim Şirketi	Turkey	100	%	100	%	100	%	100	%	Fully consolidated
Criteo MEA FZ-LLC	United Arab Emirates	100	%	100	%	100	%	100	%	Fully consolidated
Criteo India Private Ltd.	India	100	%	100	%	100	%	100	%	Fully consolidated

⁽¹⁾ including Criteo Korea and Criteo AB (Sweden) branches activities until 2018

⁽²⁾ merged with Criteo Ltd

⁽³⁾ from 2019 Criteo Korea and Criteo AB (Sweden) branches had been transformed into subsidiaries

Functional Currency and Translation of Financial Statements in Foreign Currency

The Consolidated Financial Statements are presented in U.S. dollars, which differs from the functional currency of the Parent, being the Euro. The statements of financial position of consolidated entities having a functional currency different from the U.S. dollar are translated into U.S. dollars at the closing exchange rate (spot exchange rate at the statement of financial position date) and the statements of income, statements of comprehensive income and statements of cash flow of such consolidated entities are translated at the average period to date exchange rate. The resulting translation adjustments are included in equity under the caption “Accumulated other comprehensive income (loss)” in the Consolidated Statements of Changes in Shareholders' Equity.

Conversion of Foreign Currency Transactions

Foreign currency transactions are converted to U.S. dollars at the rate of exchange applicable on the transaction date. At period-end, foreign currency monetary assets and liabilities are converted at the rate of exchange prevailing on that date. The resulting exchange gains or losses are recorded in the Consolidated Statements of Income in “Other financial income (expense)” with the exception of exchange differences arising from monetary items that form part of the reporting entity’s net investment in a foreign operation which are recognized in other comprehensive income (loss); they will be recognized in profit or loss on disposal of the net investment.

Use of Estimates

The preparation of our Consolidated Financial Statements requires the use of estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of revenue and expenses during the period. We base our estimates and assumptions on historical experience and other factors that we believe to be reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates.

On an on-going basis, management evaluates its estimates, primarily those related to: (1) revenue recognition criteria (2) allowances for doubtful accounts, (3) research tax credits (4) 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, (5) assumptions used in valuing acquired assets and assumed liabilities in business combinations, (6) assumptions used in the valuation of goodwill, intangible assets and right of use assets - operating lease, and (7) assumptions used in the valuation model to determine the fair value of share-based compensation plan.

Business combinations

We include the results of operations of the businesses that we acquire as of the acquisition date. We allocate the purchase price of our acquisitions to the assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase price over the fair values of these identifiable assets and liabilities is recorded as goodwill. Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred.

Intangible Assets

Acquired intangible assets are accounted for at acquisition cost, less accumulated amortization. Acquired intangible assets are composed of software, technology and customer relationships amortized on a straight-line basis over their estimated useful lives comprised between one and three years for the software, and three and nine years, for the technology and customer relationships. Intangible assets are reviewed for impairment whenever events or changes in circumstances such as, but not limited to, significant declines in revenue, earnings or cash flows or material adverse changes in the business climate indicate that the carrying amount of an asset may be impaired.

We expense software development costs, including costs to develop software products or the software component of products to be sold, leased, or marketed to external users, before technological feasibility is reached. Technological feasibility is typically reached shortly before the release of such products and as a result, development costs that meet the criteria for capitalization were not material for the periods presented.

Software development costs also include costs to develop software to be used solely to meet internal needs and cloud based applications used to deliver our services. We capitalize development costs related to these software applications once the preliminary project stage is complete and it is probable that the project will be completed and the software will be used to perform the function intended. Amortization of these costs begins when assets are placed in service and is calculated on a straight-line basis over the assets’ useful lives estimated at three to five years.

Property, Plant and Equipment

Property, plant and equipment are accounted for at acquisition cost less cumulative depreciation and any impairment loss. Depreciation is calculated on a straight-line basis over the assets’ estimated useful lives as follows:

Servers........................................................................................................... 5 years over the life of the warranty

Furniture and IT equipments............................................................................................................... 3 to 5 years

Leasehold improvements are depreciated over their useful life or over the lease term, whichever is shorter.

Impairment of Assets

Goodwill and Intangible Assets

Goodwill represents the excess of the aggregate purchase price paid over the fair value of the net tangible and intangible assets acquired. Intangible assets that are not considered to have an indefinite useful life are amortized over their useful lives. The Company evaluates the estimated remaining useful lives of purchased intangible assets and whether events or changes in circumstances warrant a revision to the remaining periods of amortization.

Goodwill is not amortized and is tested for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The Company has determined that it operates as a single reporting unit and has selected December 31 as the date to perform its annual impairment test.

In the impairment assessment of its goodwill, the Company performs a two-step impairment test, which involves assumptions regarding estimated future cash flows to be derived from the Company. If these estimates or their related assumptions change in the future, the Company may be required to record impairment for these assets. The first step of the impairment test involves comparing the fair value of the reporting unit to its net book value, including goodwill.

If the net book value exceeds its fair value, then the Company would perform the second step of the goodwill impairment test to determine the amount of the impairment loss. The impairment loss to be recognized would be calculated by comparing the implied fair value of the Company to its net book value. In calculating the implied fair value of the Company’s goodwill, the fair value of the Company would be allocated to all of the other assets and liabilities based on their fair values. The excess of the fair value of the Company over the amount assigned to its other assets and liabilities is the implied fair value of goodwill. An impairment loss would be recognized in the Consolidated Statement of Income when the carrying amount of goodwill exceeds its implied fair value.

With respect to intangible assets, acquired intangible assets are accounted for at acquisition cost less cumulative amortization and any impairment loss. Acquired intangible assets are amortized over their estimated useful lives of one to nine years on a straight-line method. Intangible assets are reviewed for impairment whenever events or changes in circumstances such as, but not limited to, significant declines in revenue, earnings or cash flows or material adverse changes in the financial and economic environment indicate that the carrying amount of an asset may be impaired.

Property, Plant and Equipment and Impairment of Long-lived Assets

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset is impaired or the estimated useful life is no longer appropriate. If indicators of impairment exist and the undiscounted projected cash flows associated with an asset are less than the carrying amount of the asset, an impairment loss is recorded to write the asset down to its estimated fair value. Fair value is estimated based on discounted future cash flows.

Leases

We lease office space and data centers mainly under non-cancellable operating lease agreements. Our leases typically include rent free periods, rent escalation periods, renewal options and may also include leasehold improvement incentives. Both office and data center leases may contain non-lease components such as maintenance, electrical costs, and other service charges. Non-lease components are accounted for separately. Office and data center leases typically contain options to renew, and/or terminate the lease early.

Operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. Options have been included in the calculation if management has determined that it is reasonably certain that the option will be exercised.

We do not recognize a lease liability or right of use asset for leases with a term of 12 months or less, and we do not recognize a lease liability or right of use asset for low value leases.

We recognize a single lease cost under which the operating lease right of use and liability are amortized on a straight-line basis over the lease term. Variable costs are expensed in the period incurred.

Financial Assets and Liabilities, Excluding Derivative Financial Instruments

Financial assets, excluding cash and cash equivalents, consist exclusively of loans and receivables. Loans and receivables are non-derivative financial assets with a payment, which is fixed or can be determined, not listed on an active market. They are included in current assets, except those that mature more than twelve months after the reporting date. Loans are measured at amortized cost using the effective interest method. The recoverable amount of loans and advances is estimated whenever there is an indication that the asset may be impaired and at least on each reporting date. If the recoverable amount is lower than the carrying amount, an impairment loss is recognized in the Consolidated Statements of Income.

Financial liabilities are initially recorded at their fair value at the transaction date. Subsequently they are measured at amortized cost using the effective interest method.

We carry our accounts receivable at net realizable value. On a periodic basis, our management evaluates our accounts receivable and determines whether to provide an allowance or if any accounts should be written down and charged to expense as a bad debt. The evaluation is based on, among other factors, a past history of collections, current credit conditions, the ageing of the receivable and a past history of write downs. A receivable is considered past due if we have not received payments based on agreed-upon terms. A higher default rate than estimated or a deterioration in our clients’ creditworthiness could have an adverse impact on our future results. Allowances for doubtful accounts on trade receivables are recorded in “sales and operations expenses” in our Consolidated Statements of Income. We generally do not require any security or collateral to support our receivables.

Derivative financial instruments

We buy and sell derivative financial instruments (mainly put, forward buying and selling) in order to manage and reduce our exposure to the risk of exchange rate fluctuations. We deal only with major financial institutions. Financial instruments may only be classified as hedges when we can demonstrate and document the effectiveness of the hedging relationship at inception and throughout the life of the hedge. Derivatives not designated as hedging instruments mainly consist of put, forward buying and selling contracts that we use to hedge intercompany transactions and other monetary assets or liabilities denominated in currencies other than the local currency of a subsidiary.

We recognize gains and losses on these contracts, as well as the related costs in the financial income (expense), net, along with the foreign currency gains and losses on monetary assets and liabilities.

During the years ended December 31, 2017 and December 31, 2018 , the Company reported the cash impact of the settlement of hedging derivatives in cash from (used for) financing activities in the consolidated statements of cash flows. This accounting policy choice results in the cash flows from the derivative instrument to be classified in the same category as the underlying cash flows.

Fair value measurements

Financial instruments are presented in three categories based on a hierarchical method used to determine their fair value : (i) level 1: fair value calculated using quoted prices in an active market for identical assets and liabilities; (ii) level 2: fair value calculated using valuation techniques based on observable market data such as prices of similar assets and liabilities or parameters quoted in an active market; (iii) level 3: fair value calculated using valuation techniques based wholly or partially on unobservable inputs such as prices in an active market or a valuation based on multiples for unlisted companies. The Company's valuation techniques used to measure the fair value of money market funds and certain short term investments were derived from quoted prices in active markets. The valuation techniques used to measure the fair value of the Company's financial liabilities and all other financial instruments, all of which have counterparties with high credit ratings, were valued based on quoted market prices or model-driven valuations using inputs derived from or corroborated by observable market data.

Cash and Cash Equivalents

Cash includes cash on hand and demand deposits with banks. Cash equivalents include short-term, highly liquid investments, with a remaining maturity at the date of purchase of three months or less for which the risk of changes in value is considered to be insignificant. Demand deposits therefore meet the definition of cash equivalents. Cash equivalents are measured at fair value using level 1 and level 2, respectively, for cash at hand and money market funds using quoted prices, and any changes are recognized in the Consolidated Statements of Income.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, cash equivalents and accounts receivable. The Company’s cash and cash equivalents are held and foreign exchange contracts are transacted with major financial institutions that the Company's management has assessed to be of high credit quality. The Company has not experienced any losses in such accounts.

The Company mitigates its credit risk with respect to accounts receivable by performing credit evaluations and monitoring agencies' and advertisers' accounts receivable balances. As of December 31, 2019 and 2018 no customer accounted for 10% or more of accounts receivable. During the years ended December 31, 2019, 2018 and 2017, no single customer represented 10% or more of revenue.

Employee Benefits

Depending on the laws and practices of the countries in which we operate, employees may be entitled to compensation when they retire or to a pension following their retirement. For state-managed plans and other defined contribution plans, we recognize them as expenses when they become payable, our commitment being limited to our contributions.

The liability with respect to defined benefit plans is estimated using the following main assumptions:

• discount rate;

• future salary increases;

• employee turnover; and

• mortality tables.

Service costs are recognized in profit or loss and are allocated by function.

Actuarial gains and losses are recognized in other comprehensive income and subsequently amortized into the income statement over a specified period, which is generally the expected average remaining service period of the employees participating in the plan. Actuarial gains and losses arise as a result of changes in actuarial assumptions or experience adjustments (differences between the previous actuarial assumptions and what has actually occurred).

Contingencies

An estimated loss from a loss contingency is recognized if the following two conditions are met:

• information available before the financial statements are issued indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the financial statements;

• the amount of loss can be reasonably estimated.

With respect to litigation and claims that may result in a provision to be recognized, we exercise significant judgment in measuring and recognizing provisions or determining exposure to contingent liabilities that are related to pending litigation or other outstanding claims. These judgment and estimates are subject to change as new information becomes available.

 Revenue Recognition

On January 1, 2018, we adopted Topic 606 using the modified retrospective method. The new standard had no significant impact on our Consolidated Financial Statements.

We recognize revenues when we transfer control of promised services directly to our clients or to advertising agencies, which we collectively refer to as our clients, in an amount that reflects the consideration to which we expect to be entitled to in exchange for those services.

Refer to Note 17. Revenue for further discussion regarding the adoption of ASC 606 and revenue.

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. We purchase impressions directly from publishers or third-party intermediaries, such as advertisement exchanges. We recognize cost of revenue on a publisher by publisher basis as incurred. Costs owed to publishers but not yet paid are recorded in our Consolidated Statements of Financial Position as trade payables and other current liabilities.

For some solutions within Criteo Retail Media, we pay for the inventory of our ecommerce retailer partners on a revenue sharing basis, effectively paying the retailers a portion of the click-based revenue generated by user clicks on the sponsored products advertisements displaying the products of our brand manufacturer clients.

Other Cost of Revenue. Other cost of revenue includes expenses related to third-party hosting fees, depreciation of data center equipment and data purchased from third parties. The Company does not build or operate its own data centers and none of its Research and Development employments are dedicated to revenue generating activities. As a result, we do not include the costs of such personnel in other cost of revenue.

Share-Based Compensation

Shares, employee share options and employee and non-employee warrants are primarily awarded to our employees or directors. These awards are measured at their fair value on the date of grant. The fair value is calculated with the most relevant formula regarding the settlement and the conditions of each plan. The fair value is recorded in personnel expenses (allocated by function in the Consolidated Statements of Income) on a straight-line basis over each milestone composing the vesting period with a corresponding increase in shareholders’ equity.

At each closing date, we re-examine the number of options likely to become exercisable. If applicable, the impact of the review of the estimate is recognized in the Consolidated Statements of Income with a corresponding adjustment in equity.

Income Taxes

Income taxes are accounted for under the asset and liability method of accounting. Deferred taxes are recorded on all temporary differences between the financial reporting and tax bases of assets and liabilities, and on tax losses, using the liability method. Differences are defined as temporary when they are expected to reverse within a foreseeable future. We may only recognize deferred tax assets on net operating losses if, based on the projected taxable incomes within the next three years, we determine that it is probable that future taxable profit will be available against which the unused tax losses and tax credits can be utilized. As a result, the measurement of deferred income tax assets is reduced, if necessary, by a valuation allowance for any tax benefits which are not expected to be realized. If future taxable profits are considerably different from those forecasted that support recording deferred tax assets, we will have to revise downwards or upwards the amount of deferred tax assets, which would have a significant impact on our financial results. Tax assets and liabilities are not discounted. Amounts recognized in the Consolidated Financial Statements are calculated at the level of each tax entity included in the consolidation scope. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in the period that such tax rate changes are enacted.

The French Research Tax Credit, Crédit d’Impôt Recherche (“CIR”), is a French tax incentive to stimulate research and development (“R&D”). Generally, the CIR offsets the income tax to be paid and the remaining portion (if any) can be refunded at the end of a three-fiscal year period. The CIR is calculated based on the claimed volume of eligible R&D expenditures by us. As a result, the CIR is presented as a deduction to “research and development expenses” in the Consolidated Statements of Income, as the CIR is not within the scope of ASC 740. We have exclusively claimed R&D performed in France for purposes of the CIR.

The U.S Research Tax Credit is a U.S. tax credit to incentivize research and development activities in the U.S. Qualifying R&D expenses generating a tax credit which may be used to offset future taxable income once all net operating losses and foreign tax credits have been used. It is not refundable and as such, considered in the scope of ASC 740 as a component of income tax expense. We have exclusively claimed R&D performed in the U.S. for purposes of the U.S. Research Tax Credit.

Uncertain Tax Positions

We recognize tax benefits from uncertain tax positions only if we believe that it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. These uncertain tax positions include our estimates for transfer pricing that have been developed based upon analyses of appropriate arms-length prices. Similarly, our estimates related to uncertain tax positions concerning research tax credits are based on an assessment of whether our available documentation corroborating the nature of our activities supporting the tax credits will be sufficient. Although we believe that we have adequately reserved for our uncertain tax positions (including net interest and penalties), we can provide no assurance that the final tax outcome of these matters will not be materially different. We make adjustments to these reserves in accordance with the income tax accounting guidance when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different from the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made, and could have a material impact on our financial condition and operating results.

Operating Segments

Segment information reported is built on the basis of internal management data used for performance analysis of businesses and for the allocation of resources (management approach). An operating segment is a component of the Company for which separate financial information is available that is evaluated regularly by our Chief Decision Maker in deciding how to allocate resources and assessing performance.

Our chief operating decision-maker is our CEO. The CEO reviews consolidated data for revenue, revenue excluding traffic acquisition costs (revenue ex-TAC) and Adjusted EBITDA (earnings before financial income (expense), income taxes, depreciation and amortization, adjusted to eliminate the impact of equity awards compensation expense, pension service costs, restructuring costs, acquisition-related costs and deferred price consideration) for the purposes of allocating resources and evaluating financial performance.

We have concluded that our operations constitute one operating and reportable segment.

Earnings Per Share

Basic earnings per share (“EPS”) are calculated by dividing the net income attributable to shareholders of the Parent by the weighted average number of shares outstanding. The weighted average number of shares outstanding is calculated according to movements in share capital.

 In addition, we calculate diluted earnings per share by dividing the net income attributable to shareholders of the Parent company, Criteo S.A. by the weighted average number of shares outstanding plus any potentially dilutive shares not yet issued.

Accounting Pronouncements adopted in 2019

Effective January 1, 2019, we have adopted the Financial Accounting Standards Board, ("FASB") Accounting Standards Update ("ASU") 842 No. 2016-02, Leases (Topic 842) (ASU 2016-02), which generally requires companies to recognize operating and financing lease liabilities and corresponding right-of-use assets on the balance sheet for operating leases with terms of more than 12 months, in addition to those currently recorded. In August 2018, the FASB issued ASU 2018-11, Targeted Improvements to ASC 842, which included an option not to restate comparative periods in transition and use the effective date of ASC 842, Leases, as the date of the initial application of transition, which we elected. Prior periods have not been adjusted and continue to be accounted for in accordance with ASC 840. As a result of adopting ASU 842, we recognized total operating lease liabilities of $223.5 million and operating right-of-use assets of $204.3 million as of January 1, 2019. The adoption of ASC 842 had an immaterial impact on our condensed consolidated statements of income and our condensed consolidated statement of cash flows for the year ended December 31, 2019. Refer to Note 13. Leases, for additional information and required disclosures.

Effective January 1, 2019, we have adopted ASU 2018 - 07, Improvements to Non-Employee Share based Payment Accounting. The amendments in this ASU expands Topic 718 to include share base payments for goods or services to non employees. The adoption of ASU 2018-07 did not have a material impact on our financial position or results of operations.

Recent Accounting Pronouncements

In June 2016, the FASB issued Accounting Standards Update No. 2016-13 (ASU 2016-13) Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model which requires the use of forward-looking information to calculate credit loss estimates. This will result in earlier recognition of credit losses. We will adopt ASU 2016-13 effective January 1, 2020 with the cumulative effect of adoption recorded as an adjustment to retained earnings. We are currently assessing the impact of the adoption of ASU 2016-13 on the Company's consolidated financial statements. The adoption of ASU 2016-13 is not expected to have a material impact on our financial position or results of operations.

In January 2017, the FASB issued ASU 2017-04 Goodwill and Other (Topic 350). ASU 2017-04 simplifies the subsequent measurement of goodwill and reduces the cost and complexity of evaluating goodwill for impairment. It eliminates the need for entities to calculate the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. Under this amendment, an entity will perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge is recognized for the amount by which the carrying value exceeds the reporting unit's fair value. We intend to adopt the standard on the effective date of January 1, 2020. The adoption of ASU 2017-04 is not expected to have a material impact on our financial position or results of operations.

In August 2017, the FASB issued ASU 2017-12 Derivatives and Hedging (Topic 815), Targeted Improvements to Accounting for Hedging Activities. ASU 2017-12 was issued with the objective of improving the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements as well as to simplify the application of hedge accounting guidance in current GAAP. We intend to adopt the standard on the effective date of January 1, 2020. The adoption of ASU 2017-12 is not expected to have a material impact on our financial position or results of operations.

In August 2018, the FASB issued ASU 2018 - 13, Fair Value Measurement - Disclosure Framework - Changes to the Disclosure Requirement for Fair Value Measurement. This ASU modifies disclosure requirements for Fair Value including 1) removing existing disclosure requirements such as reasons for transfers from 1 to 2 level, policy of timing of transfers 2) modifying existing disclosure requirements, such as a rollforward of level 3 assets, investments in entities that calculate net asset value, and the measurement uncertainty disclosure 3) Adds additional disclosures such as changes in unrealized gains and losses in OCI, and the range and weight of significant unobservable inputs. We intend to adopt the standard on the effective date of January 1, 2020. The adoption of ASU 2018-13 is not expected to have a material impact on our financial position or results of operations.

In August 2018, the FASB issued ASU 2018 - 14, Compensation - Retirement Benefits - Defined Benefit Plans - General. The purpose of this update is to modify disclosure requirements for Defined Benefit Plans. It removes requirements to disclose the amounts in accumulated other comprehensive income expected to be recognized as components of net periodic benefit cost over the next fiscal year among others. It adds disclosure requirements for the items such as an explanation of the reasons for significant gains and losses related to changes in the benefit obligation for the period. We intend to adopt the standard on the effective date of January 1, 2021. The adoption of ASU 2018-14 is not expected to have a material impact on our financial position or results of operations but may have an impact on our disclosures.

In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal Use Software - Customer’s Accounting for Implementation Costs incurred in a Cloud Computing Arrangement That is a Service Contract. This ASU was issued to clarify the accounting for implementation costs incurred for SaaS agreements. Previously the guidance only referred to development of internal use software and the accounting for SaaS agreements was not clarified. This ASU states that the implementation costs of SaaS agreements should be capitalized. We will adopt ASU 2018-15 effective January 1, 2020. The adoption of ASU 2018-15 is not expected to have an impact on our financial position or results of operations on the date of the adoption but will have a minor impact on expense classification in future periods.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s Consolidated Financial Statements upon adoption.

Criteo S.A. was initially incorporated as a société par actions simplifiée, or S.A.S., under the laws of the French Republic on November 3, 2005, for a period of 99 years and subsequently converted to a société anonyme, or S.A.

We are a global technology company powering marketers with trusted and impactful advertising. We strive to deliver measurable business results at scale across multiple marketing goals for retailers and brands, through our self-service Criteo Platform. Using shopping data, artificial intelligence ("AI") technology and extensive consumer reach, we help marketers drive Awareness, Consideration and Conversion for their products and services¹, and help retailers generate advertising revenues from consumer brands. Our data is pooled among our clients and offers deep insights into consumer intent and purchasing habits. To drive trusted and impactful advertising for marketers, we activate our data assets in a privacy-by-design way through proprietary AI technology to engage consumers in real time by designing, pricing and delivering highly relevant digital advertisements ("ads") across devices and environments. We price our offering on a range of pricing models and measure our value based on clear, well-defined performance metrics, making our impact on the business of our clients both transparent and easy to measure.

In these notes, Criteo S.A. is referred to as the Parent company and together with its subsidiaries, collectively, as "Criteo," the "Company," the "Group," or "we".

XML

Other Current Assets

12 Months Ended

Dec. 31, 2019

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Other Current Assets

Other Current Assets

The following table shows the breakdown in other current assets net book value for the presented periods:

 

	Year Ended December 31,
	2018		2019
	(in thousands)
Prepayments to suppliers	$	4,056	$	5,109
Other debtors	4,762		4,225
Prepaid expenses	12,295		7,891
Derivative financial instruments	1,703		—
Gross book value at end of period	22,816		17,225
Net book value at end of period	$	22,816	$	17,225

Prepaid expenses mainly consist of office rental advance payments.

Derivative financial instruments include foreign currency swaps or forward purchases or sales contracts used to manage our exposure to the risk of exchange rate fluctuations. These instruments are considered level 2 financial instruments as they are measured using valuation techniques based on observable market data.

XML

Cover page - USD ($)

12 Months Ended

Dec. 31, 2019

Jan. 31, 2020

Jun. 30, 2019

Entity Information [Line Items]

Document Type

10-K

Document Annual Report

true

Document Period End Date

Dec. 31, 2019

Document Transition Report

false

Entity File Number

001-36153

Entity Registrant Name

Criteo S.A.

Entity Incorporation, State or Country Code

I0

Entity Address, Address Line One

32, rue Blanche

Entity Address, Postal Zip Code

75009

Entity Address, City or Town

Paris

Entity Address, Country

FR

Country Region

33

City Area Code

40

Local Phone Number

40 22 90

Well-known Seasoned Issuer

Yes

Entity Voluntary Filers

No

Entity Current Reporting Status

Yes

Entity Interactive Data Current

Yes

Entity Filer Category

Large Accelerated Filer

Entity Small Business

false

Entity Emerging Growth Company

false

Entity Shell Company

false

Entity Public Float

$ 1,100,000,000

Entity Common Stock, Shares Outstanding (in shares)

61,920,758

Documents Incorporated by Reference

Part III incorporates certain information by reference from the registrant’s proxy statement for the 2020 Annual Meeting of Shareholders. Such proxy statement will be filed no later than 120 days after the close of the registrant’s fiscal year ended December 31, 2019. 

Entity Central Index Key

0001576427

Current Fiscal Year End Date

--12-31

Document Fiscal Year Focus

2019

Document Fiscal Period Focus

FY

Amendment Flag

false

Share capital

Entity Information [Line Items]

Title of 12(b) Security

Ordinary shares, nominal value €0.025 per share

No Trading Symbol Flag

true

Security Exchange Name

NASDAQ

American Depositary Shares

Entity Information [Line Items]

Title of 12(b) Security

American Depositary Shares, each representing one ordinary share, nominal value €0.025 per share

Trading Symbol

CRTO

Security Exchange Name

NASDAQ

XML

Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Statement of Comprehensive Income [Abstract]
Net income	$ 95,969	$ 95,879	$ 96,659
Foreign currency translation differences, net of taxes	(8,070)	(18,781)	77,023
Foreign currency translation differences	(8,070)	(18,781)	77,023
Income tax effect	0	0	0
Actuarial (losses) gains on employee benefits, net of taxes	(1,211)	916	(87)
Actuarial (losses) gains on employee benefits	(1,373)	1,235	(103)
Income tax effect	162	(319)	16
Comprehensive income	86,688	78,014	173,595
Attributable to shareholders of Criteo S.A.	86,353	77,594	167,566
Attributable to non-controlling interests	$ 335	$ 420	$ 6,029

XML

Significant Events and Transactions of the Period

12 Months Ended

Dec. 31, 2019

Restructuring and Related Activities [Abstract]

Significant Events and Transactions of the Period

Significant Events and Transactions of the Period

Change in estimated useful life of servers and other data center equipment

During the first quarter of 2019, we revised our estimate of the useful life of all servers and other equipment used in our data centers from 3 to 5 years. This change in estimate was determined based on a revised commissioning plan which extends the period equipment from 3 to 5 years prior to disposal, and was accounted for as a change in accounting estimate. This resulted in an increase in income from operations of $42.0 million, increase in net income of $35.8 million, or $0.56 per share, from that which would have been reported had the previous expected useful life of 3 years been used for the twelve month period ended December 31, 2019. The impact on the three month period ended December 31, 2019 was an increase in income from operations of $10.7 million, an increase in net income of $9.1 million, or $0.14 per share.

Share repurchase program

On October 25, 2018 Criteo's Board of Directors authorized a share repurchase program of up to $80.0 million of the Company’s outstanding American Depositary Shares. As of December 31, 2018, 3.5 million shares were held as treasury shares. We completed this share repurchase program in 2018.

On February 8, 2019, the Board of Directors authorized the reduction of capital resulting in the formal retirement of 1.6 million treasury shares.

On July 26, 2019, Criteo's Board of Directors authorized a share repurchase program of up to $80.0 million of the Company's outstanding American Depositary Shares. As of December 31, 2019, 3.2 million shares were held as treasury shares as part of the share repurchase program authorized on July 26, 2019.

As of December 31, 2019, we have 3.9 million treasury shares remaining which may be used to satisfy the company's obligations under its employee equity plans upon RSU vestings in lieu of issuing new shares, and for M&A activity.

	Number of Treasury Shares		Amount (in thousands)
Balance at January 1, 2018	—		—
Treasury Shares Repurchased to potentially use for M&A	1,751,147		40,000
Treasury Shares Repurchased for RSU Vesting	1,748,111		40,000
Treasury Shares Issued for RSU Vesting	(40,139	)	(841		)
Balance at December 31, 2018	3,459,119		$	79,159
Treasury Shares Retired	(1,594,288	)	(36,137		)
Treasury Shares Repurchased to use for M&A or RSU Vesting	1,498,709		28,452
Treasury Shares Repurchased to use for RSU Vesting	1,743,223		30,136
Treasury Shares Issued for RSU Vesting	(1,203,090	)	(26,710		)
Balance at December 31, 2019	3,903,673		$	74,900

Restructuring

The Company implemented a new organization structure designed to best support its multi-product platform strategy, accelerate execution and generate cost efficiencies, in particular through right sizing facilities. As a result of this implementation, the Company incurred net restructuring costs of $10.6 million and $13.6 million for the three months and twelve months ended December 31, 2019, respectively. The restructuring costs comprised termination of R&D activities, costs for termination of a facility, impairment of right of use assets, and payroll expenses, offset by gains from forfeitures of equity instruments linked to share-based compensation expense.

Cease of our R&D operations in Palo Alto

On October 7, 2019, in connection with the new organization structure, the Company announced a plan to restructure its R&D activities with the closing of its R&D operations in Palo Alto. The company incurred net restructuring costs of $0.7 million and $0.7 million for the three months and the twelve months ended December 31, 2019, respectively.

	Three Months Ended			Twelve Months Ended
	December 31, 2019
	(in thousands)
Gain from forfeitures of share-based compensation expense	$	4,863		$	4,863
Payroll related costs	(5,581		)	(5,581		)
Total restructuring costs	(718		)	(718		)

As such, for the three months and the twelve months ended December 31, 2019, respectively, we included $(0.7) million in Research and Development expenses.

The following table summarizes restructuring activities as of December 31, 2019 included in other current liabilities on the balance sheet :

	Restructuring Liability
	(in thousands)
Restructuring liability - January 1, 2019	$	—
Restructuring costs	718
Restructuring costs - non cash items	4,863
Amounts paid	—
Restructuring liability - December 31, 2019	$	5,581

Facilities right sizing program

The Company decided to implement a facilities right sizing program to generate cost efficiencies

. The Company incurred net restructuring costs of $9.4 million and $12.2 million for the three months ended and the twelve months ended December 31, 2019, respectively, comprising of impairment of right of use assets and a termination of a lease facility.

	Three Months Ended		Twelve Months Ended
	December 31, 2019
	(in thousands)
Depreciation and amortization (expense)	67		(1,161	)
Impairment related costs	(8,926	)	(8,926	)
Facilities related costs	(507	)	(2,155	)
Total restructuring costs	(9,366	)	(12,242	)

As such, for the three months and the twelve months ended December 31, 2019, respectively, we included $(0.7) million and $(0.7) million in Research and Development expenses, $(6.3) million and $(8.7) million in Sales and Operations expenses, $(2.3) million and $(2.8) million in General and Administrative expenses.

Impairment related costs for the three months and the twelve months ended December 31, 2019, respectively, were included in Research and Development expenses $(0.7) million, Sales and Operations expenses $(6.4) million and General and Administrative expenses $(1.8) million.

The following table summarizes restructuring activities as of December 31, 2019 included in right of use assets and lease liability on the balance sheet :

	Restructuring Liability
	(in thousands)
Restructuring liability - January 1, 2019	$	—
Restructuring costs	12,242
Restructuring costs - non cash items	(8,260		)
Amounts paid	(3,175		)
Restructuring liability - December 31, 2019	$	807

New organization structure

As part of a new organization structure designed to best support its multi-product platform strategy and accelerate execution, the Company incurred net restructuring costs of $0.6 million and $0.6 million for the three months and twelve months ended December 31, 2019, respectively, comprising of payroll expenses, offset by gains from forfeitures of equity instruments linked to share-based compensation expense.

	Three Months Ended			Twelve Months Ended
	December 31, 2019
	(in thousands)
Gain from forfeitures of share-based compensation expense	$	(13	)	$	3,271
Payroll related costs	(564		)	(3,893		)
Total restructuring costs	(577		)	(622		)

For the three month period ended December, 2019, $(0.3) million was included in Research and Development expenses, and $(0.2) million in Sales and Operations expenses. For the twelve month periods ended December, 2019, $$(0.5) million was included in Research and Development expenses, and $(0.1) million in Sales and Operations expenses.

The following table summarizes restructuring activities as of December 31, 2019 included in other current liabilities on the balance sheet :

	Restructuring Liability
	(in thousands)
Restructuring liability - January 1, 2019	$	—
Restructuring costs	622
Restructuring costs - non cash items	3,271
Amounts paid	(3,383		)
Restructuring liability - December 31, 2019	$	510

XML

Related Parties

12 Months Ended

Dec. 31, 2019

Related Party Transactions [Abstract]

Related Parties

Related Parties

During its meeting on December 17, 2015, the Board of Directors decided to separate the functions of Chairman of the Board and Chief Executive Officer. Effective January 1, 2016, Jean-Baptiste Rudelle became Executive Chairman and Eric Eichmann was appointed Chief Executive Officer.

On March 1, 2017, Mollie Spilman, Chief Operating Officer, and Dan Teodosiu, Chief Technical Officer were appointed Executive Officers.

On April 25, 2018, the Board appointed Jean-Baptiste Rudelle, the Executive Chairman of Criteo S.A., as the Company's Chairman and Chief Executive Officer.

On June 19, 2018 Criteo S.A. entered into a transition and separation agreement with Mr. Eric Eichmann, the Company's former Chief Executive Officer, pursuant to which Mr. Eichmann's Management Agreement with the Company has been terminated, effective as of April 25, 2018 and Mr. Eichmann continued employment with the Company in a non-executive capacity as advisor to the Chief Executive Officer to assist with transition duties from April 25, 2018 to August 31, 2018.

On July 5, 2019, Mollie Spilman resigned as Chief Operating Officer.

On July 26, 2019, Dan Teodosiu resigned as Chief Technical Officer with effect from September 30, 2019, replaced by Diarmuid Gill.

On November 25, 2019 the Board appointed Megan Clarken as the Company's Chief Executive Officer, Jean-Baptiste Rudelle became Chairman and remains Chairman of the Board of directors.

The Executive Officers as of December 31, 2019 were:

• Jean-Baptiste Rudelle - Chairman

• Megan Clarken - Chief Executive Officer

• Benoit Fouilland - Chief Financial Officer

• Ryan Damon - General Counsel and Corporate Secretary

Total compensation for the Executive Officers, including social contributions, is summarized in the following table:

	Year Ended December 31,
	2017			2018			2019
	(in thousands)
Short-term benefits (1)	$	(3,345	)	$	(3,150	)	$	(3,830	)
Long-term benefits (2)	(130		)	(47		)	(44		)
Shared-based compensation	(11,802		)	(8,016		)	(4,605		)
Total	$	(15,277	)	$	(11,213	)	$	(8,479	)

⁽¹⁾ wages, bonuses and other compensations

⁽²⁾ pension defined benefit plan

For the year ended December 31, 2019, 2018 and 2017, there were no material related party transactions.

XML

Significant Events and Transactions of the Period (Tables)

12 Months Ended

Dec. 31, 2019

Restructuring and Related Activities [Abstract]

Balance of Treasury Shares

As of December 31, 2019, we have 3.9 million treasury shares remaining which may be used to satisfy the company's obligations under its employee equity plans upon RSU vestings in lieu of issuing new shares, and for M&A activity.

	Number of Treasury Shares		Amount (in thousands)
Balance at January 1, 2018	—		—
Treasury Shares Repurchased to potentially use for M&A	1,751,147		40,000
Treasury Shares Repurchased for RSU Vesting	1,748,111		40,000
Treasury Shares Issued for RSU Vesting	(40,139	)	(841		)
Balance at December 31, 2018	3,459,119		$	79,159
Treasury Shares Retired	(1,594,288	)	(36,137		)
Treasury Shares Repurchased to use for M&A or RSU Vesting	1,498,709		28,452
Treasury Shares Repurchased to use for RSU Vesting	1,743,223		30,136
Treasury Shares Issued for RSU Vesting	(1,203,090	)	(26,710		)
Balance at December 31, 2019	3,903,673		$	74,900

Schedule of Restructuring and Related Costs

	Three Months Ended		Twelve Months Ended
	December 31, 2019
	(in thousands)
Depreciation and amortization (expense)	67		(1,161	)
Impairment related costs	(8,926	)	(8,926	)
Facilities related costs	(507	)	(2,155	)
Total restructuring costs	(9,366	)	(12,242	)

	Three Months Ended			Twelve Months Ended
	December 31, 2019
	(in thousands)
Gain from forfeitures of share-based compensation expense	$	(13	)	$	3,271
Payroll related costs	(564		)	(3,893		)
Total restructuring costs	(577		)	(622		)

	Three Months Ended			Twelve Months Ended
	December 31, 2019
	(in thousands)
Gain from forfeitures of share-based compensation expense	$	4,863		$	4,863
Payroll related costs	(5,581		)	(5,581		)
Total restructuring costs	(718		)	(718		)

Schedule of Restructuring Reserve by Type of Cost

The following table summarizes restructuring activities as of December 31, 2019 included in other current liabilities on the balance sheet :

	Restructuring Liability
	(in thousands)
Restructuring liability - January 1, 2019	$	—
Restructuring costs	622
Restructuring costs - non cash items	3,271
Amounts paid	(3,383		)
Restructuring liability - December 31, 2019	$	510

The following table summarizes restructuring activities as of December 31, 2019 included in other current liabilities on the balance sheet :

	Restructuring Liability
	(in thousands)
Restructuring liability - January 1, 2019	$	—
Restructuring costs	718
Restructuring costs - non cash items	4,863
Amounts paid	—
Restructuring liability - December 31, 2019	$	5,581

The following table summarizes restructuring activities as of December 31, 2019 included in right of use assets and lease liability on the balance sheet :

	Restructuring Liability
	(in thousands)
Restructuring liability - January 1, 2019	$	—
Restructuring costs	12,242
Restructuring costs - non cash items	(8,260		)
Amounts paid	(3,175		)
Restructuring liability - December 31, 2019	$	807

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Nature of Expenses Allocated by Function

12 Months Ended

Dec. 31, 2019

Other Income and Expenses [Abstract]

Nature of Expenses Allocated by Function

Nature of Expenses Allocated by Function

Nature of Expenses Allocated to Cost of Revenue

	Year Ended December 31,
	2017			2018			2019
	(in thousands)
Traffic acquisition costs	$	(1,355,556	)	$	(1,334,334	)	$	(1,314,947	)
Other cost of revenue	(121,641		)	(131,744		)	(117,533		)
Hosting costs	(57,895		)	(54,764		)	(57,139		)
Depreciation and amortization	(54,219		)	(67,346		)	(44,866		)
Data acquisition	(269		)	(282		)	(2,410		)
Other cost of sales	(9,258		)	(9,352		)	(13,118		)
Total cost of revenue	$	(1,477,197	)	$	(1,466,078	)	$	(1,432,480	)

Nature of Expenses Allocated to Research and Development

	Year Ended December 31,
	2017			2018			2019
	(in thousands)
Personnel expenses	$	(125,662	)	$	(130,696	)	$	(116,803	)
Personnel expense excluding equity awards compensation expense and research tax credit	(110,939		)	(120,024		)	(123,696		)
Equity awards compensation expense	(21,012		)	(21,359		)	(9,320		)
Research tax credit	6,289			10,687			16,213
Other cash operating expenses	(34,073		)	(37,119		)	(37,820		)
Subcontracting and other headcount related costs	(19,437		)	(15,129		)	(16,343		)
Rent and facilities costs	(11,466		)	(14,201		)	(14,009		)
Consulting and professional fees	(2,680		)	(3,320		)	(4,416		)
Marketing costs	(909		)	(4,976		)	(3,818		)
Other	419			507			766
Other non-cash operating expenses	(14,190		)	(11,448		)	(17,968		)
Depreciation and amortization	(13,420		)	(10,602		)	(17,208		)
Net change in other provisions	(770		)	(846		)	(760		)
Total research and development expenses	$	(173,925	)	$	(179,263	)	$	(172,591	)

Nature of Expenses Allocated to Sales and Operations

	Year Ended December 31,
	2017			2018			2019
	(in thousands)
Personnel expenses	$	(245,481	)	$	(244,256	)	$	(243,733	)
Personnel expense excluding equity awards compensation expense	(214,750		)	(215,615		)	(226,849		)
Equity awards compensation expense	(30,731		)	(28,641		)	(16,884		)
Other cash operating expenses	(105,714		)	(104,960		)	(109,268		)
Subcontracting and other headcount related costs	(29,053		)	(25,706		)	(24,655		)
Rent and facilities costs	(32,952		)	(32,398		)	(32,353		)
Marketing costs	(20,650		)	(17,864		)	(20,804		)
Consulting and professional fees	(5,605		)	(5,330		)	(6,988		)
Operating taxes	(14,120		)	(11,788		)	(6,197		)
Other including bad debt expense	(3,334		)	(11,874		)	(18,271		)
Other non-cash operating expenses	(29,454		)	(23,491		)	(22,476		)
Depreciation and amortization	(19,844		)	(18,245		)	(30,620		)
Net change in provisions for doubtful receivables	(8,493		)	(5,453		)	9,740
Net change in other provisions	(1,117		)	207			(1,596		)
Total sales and operations expenses	$	(380,649	)	$	(372,707	)	$	(375,477	)

Nature of Expenses Allocated to General and Administrative

	Year Ended December 31,
	2017			2018			2019
	(in thousands)
Personnel expenses	$	(74,420	)	$	(76,476	)	$	(75,815	)
Personnel expense excluding equity awards compensation expense	(54,551		)	(59,876		)	(61,020		)
Equity awards compensation expense	(19,869		)	(16,600		)	(14,795		)
Other cash operating expenses	(46,271		)	(48,687		)	(52,057		)
Subcontracting and other headcount related costs	(15,583		)	(16,638		)	(14,781		)
Rent and facilities costs	(9,846		)	(11,081		)	(11,951		)
Marketing costs	(806		)	(1,061		)	(3,130		)
Consulting and professional fees	(16,693		)	(18,163		)	(19,329		)
Other	(3,343		)	(1,744		)	(2,866		)
Other non-cash operating expenses	(6,386		)	(9,996		)	(11,882		)
Depreciation and amortization	(5,738		)	(7,306		)	(8,825		)
Net change in other provisions	(648		)	(2,690		)	(3,057		)
Total general and administrative expenses	$	(127,077	)	$	(135,159	)	$	(139,754	)

Restructuring

Restructuring of our China Operations

In May 2017, the Company announced it would no longer continue to serve the domestic market in China and would refocus its China operations entirely on the export business. As such, we have recorded $3.3 million in restructuring charges for the twelve months ended December 31, 2017, as follows:

	Twelve Months Ended
	December 31, 2017
	(in thousands)
Severance costs	$	802
Facility Exit Costs	2,265
Other	232
Total restructuring costs	$	3,299

For the twelve months ended December 31, 2017, $2.5 million was included in Other Cost of Revenue, $0.7 million in Sales and Operations expenses, and $0.1 million was included in General and Administrative expenses.

The following table summarizes restructuring activities as of December 31, 2017 included in other current liabilities on the balance sheet:

	Restructuring Liability
	(in thousands)
Restructuring liability - January 1, 2017	$	—
Restructuring charges	3,299
Amounts paid	(2,855		)
Other	(12		)
Restructuring liability - December 31, 2017	$	432

No additional charges related to restructuring were recorded in the twelve months ended December 31, 2018, and the remaining $0.4 million was paid during the period resulting in the extinguishment of the restructuring liability as of December 31, 2018.

Discontinuation of Criteo Predictive Search

On October 31, 2017, we announced that we decided to discontinue the product Criteo Predictive Search. As such, we have recorded $4.1 million in restructuring charges for the twelve months ended December 31, 2017. In 2018, we recognized a gain of $0.1 million. This gain was due to a reduction of share-based compensation expenses due to forfeitures which was partially offset by additional charges for facilities and employee severance agreements.

	Twelve Months Ended
	December 31, 2017		December 31, 2018
	(in thousands)
Severance costs	$	2,602	$	127
Facility Exit Costs	—		297
Other	1,455		(477		)
Total restructuring costs	$	4,057	$	(53	)

For the twelve months ended December 31, 2017, $2.9 million was included in Research and Development expenses and $1.1 million in Sales and Operations expenses. Other costs include the write-off of acquisition related intangible assets of $2.2 million slightly offset by a reduction of share based compensation expenses of $0.7 million due to forfeitures.

For the twelve months ended December 31, 2018, $0.2 million was included in Sales and Operations expenses and $(0.3) million in Research and Development expenses. Other costs relate to a reduction of share-based compensation expenses of $(0.5) million due to forfeitures.

The following table summarizes restructuring activities as of December 31, 2018 included in other current liabilities on the balance sheet:

	Restructuring Liability
	2017			2018
	(in thousands)
Restructuring liability - January 1	$	—		$	2,351
Restructuring charges	4,057			(53		)
Amounts paid	(251		)	(2,271		)
Other	(1,455		)	477
Restructuring liability - December 31	$	2,351		$	504

No additional charges related to restructuring were recorded in the twelve months ended December 31, 2019, and the remaining $0.5 million was paid during the period resulting in the extinguishment of the restructuring liability as of December 31, 2019.

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Other Current Liabilities

12 Months Ended

Dec. 31, 2019

Other Liabilities Disclosure [Abstract]

Other Current Liabilities

Other Current Liabilities

Other current liabilities are presented in the following table:

 

	Year Ended December 31,
	2018		2019
	(in thousands)
Clients' prepayments	$	10,328	$	13,618
Credit notes	13,183		16,420
Accounts payable relating to capital expenditures	21,454		4,408
Other creditors	1,527		1,213
Deferred revenue	623		227
Total	$	47,115	$	35,886

The changes in "accounts payable relating to capital expenditures" relate to significant data centers equipment and leasehold improvements acquisitions in 2018 paid during the year.

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Property, Plant and Equipment (Tables)

12 Months Ended

Dec. 31, 2019

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Changes in net book value during the presented periods are summarized below:

	Fixtures and fittings			Furniture and equipment			Construction in Progress			Total
	(in thousands)
Net book value at January 1, 2018	$	22,265		$	110,351		$	29,122		$	161,738
Additions to tangible assets	1,075			27,741			76,733			105,549
Disposal of tangible assets net of accumulated depreciation	(19		)	(176		)	(30		)	(225		)
Depreciation expense	(6,025		)	(72,162		)	—			(78,187		)
Change in consolidation scope	26			103			—			129
Currency translation adjustment	(340		)	(3,957		)	(694		)	(4,991		)
Transfer into service	1,902			82,901			(84,803		)	—
Net book value at December 31, 2018	18,884			144,801			20,328			184,013
Gross book value at end of period	36,458			366,299			20,328			423,085
Accumulated depreciation at end of period	(17,574		)	(221,498		)	—			(239,072		)
Net book value at January 1, 2019	18,884			144,801			20,328			184,013
Additions to tangible assets	466			23,117			46,959			70,542
Disposal of tangible assets net of accumulated depreciation	(999		)	(904		)	(12		)	(1,915		)
Depreciation expense	(6,377		)	(50,222		)	—			(56,599		)
Change in consolidation scope	—			3			—			3
Currency translation adjustment	(43		)	(1,660		)	(180		)	(1,883		)
Transfer into service	892			61,895			(62,787		)	—
Net book value at December 31, 2019	$	12,823		$	177,030		$	4,308		$	194,161
Gross book value at end of period	35,456			412,915			4,308			452,679
Accumulated depreciation at end of period	(22,633		)	(235,885		)	—			(258,518		)

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Financial Liabilities (Tables)

12 Months Ended

Dec. 31, 2019

Debt Disclosure [Abstract]

Schedule of Debt

Our loans and RCF agreements are presented in the table below:

	Nominal/ Authorized amounts  (RCF Only)		Amount drawn as of December 31, 2019 (RCF only)	Amount Outstanding as of December 31, 2019
Nature	(in thousands)					Interest rate		Settlement date
BPI Loan - February 2014	NA		NA	$	1,011	Fixed: 2.09%		May 2021
Other BPI Loans	NA		NA	$	901	—	%	2023 and after
Other Loans	NA		NA	$	166	—	%	2024
Bank Syndicate RCF - September 2015	€	350,000	$—	$—		Floating rate: EURIBOR / LIBOR + margin depending on leverage ratio		March 2022

Schedule of Maturities of Long-term Debt

The following table shows the maturity of our financial liabilities:

			Maturity
	Carrying value		2020		2021		2022		2023		2024		2025
	(in thousands)
Borrowings	$	2,116	$	1,480	$	428	$	100	$	62	$	33	$	13
Other financial liabilities	1,005		572		433		—		—		—		—
Financial derivatives	1,284		1,284		—		—		—		—		—
Financial liabilities	4,405		3,336		861		100		62		33		13

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Categories of Financial Assets and Financial Liabilities - Credit Risk (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Fair Value Disclosures [Abstract]
Accounts Receivable, Allowance for Credit Loss, Period Increase (Decrease)	$ (9.9)	$ 5.1

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Nature of Expenses Allocated by Function - Sales and Operations (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Condensed Income Statements, Captions [Line Items]
Personnel expenses	$ (436,351)	$ (451,428)	$ (445,563)
Personnel expense excluding equity awards compensation expense and research tax credit	(306,862)	(296,336)	(284,015)
Equity awards compensation expense	(40,999)	(66,600)	(71,612)
Provision for doubtful accounts	(11,072)	(17,656)	(13,315)
Sales and operations expenses	(375,477)	(372,707)	(380,649)
Sales And Operations Expense
Condensed Income Statements, Captions [Line Items]
Personnel expenses	(243,733)	(244,256)	(245,481)
Personnel expense excluding equity awards compensation expense and research tax credit	(226,849)	(215,615)	(214,750)
Equity awards compensation expense	(16,884)	(28,641)	(30,731)
Other cash operating expenses	(109,268)	(104,960)	(105,714)
Subcontracting and other headcount related costs	(24,655)	(25,706)	(29,053)
Rent and facilities costs	(32,353)	(32,398)	(32,952)
Marketing costs	(20,804)	(17,864)	(20,650)
Consulting and professional fees	(6,988)	(5,330)	(5,605)
Operating taxes	(6,197)	(11,788)	(14,120)
Other	(18,271)	(11,874)	(3,334)
Other non-cash operating expenses	(22,476)	(23,491)	(29,454)
Depreciation and amortization	(30,620)	(18,245)	(19,844)
Provision for doubtful accounts	9,740	(5,453)	(8,493)
Net change in other provisions	(1,596)	207	(1,117)
Sales and operations expenses	$ (375,477)	$ (372,707)	$ (380,649)

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Income Taxes - Narrative (Details) - USD ($) $ in Thousands		12 Months Ended
	Sep. 27, 2017	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Income Tax Examination [Line Items]
Research tax credit		$ 10,851	$ 10,211	$ 6,829
Current Federal Tax Expense (Benefit), Value Added Taxes		5,500	5,900	5,500
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest		135,465	142,023	128,310
Internal Revenue Service (IRS)
Income Tax Examination [Line Items]
Income Tax Examination, Estimate of Possible Loss	$ 15,000
Foreign Tax Authority
Income Tax Examination [Line Items]
Research tax credit		5,300	6,400	4,600
Foreign Tax Authority | Internal Revenue Service (IRS)
Income Tax Examination [Line Items]
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration		9,100
Foreign Tax Authority | State Administration of Taxation, China
Income Tax Examination [Line Items]
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration		3,200
Foreign Tax Authority | Her Majesty's Revenue and Customs (HMRC)
Income Tax Examination [Line Items]
Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration		6,900
Criteo Corp., Criteo Do Brasil, Criteo Ltd and Criteo Advertising (Beijing) Co. Ltd
Income Tax Examination [Line Items]
Deferred Tax Assets, Valuation Allowance		25,300	43,200	35,100
Criteo Corp
Income Tax Examination [Line Items]
Deferred Tax Assets, Valuation Allowance		12,800	18,600	14,700
Criteo Do Brasil
Income Tax Examination [Line Items]
Deferred Tax Assets, Valuation Allowance		3,200	3,600	0
Criteo Ltd
Income Tax Examination [Line Items]
Deferred Tax Assets, Valuation Allowance		7,500	7,200	6,300
Criteo China
Income Tax Examination [Line Items]
Deferred Tax Assets, Valuation Allowance		3,300	3,500	6,500
Criteo France
Income Tax Examination [Line Items]
Deferred Tax Assets, Valuation Allowance		(7,700)	3,900	2,900
Geographic Distribution, Domestic
Income Tax Examination [Line Items]
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest		122,700	130,700	150,700
Geographic Distribution, Foreign
Income Tax Examination [Line Items]
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest		$ 12,800	$ 11,300	$ (22,400)

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Common Shares (Details) - shares		12 Months Ended
	Feb. 08, 2019	Dec. 31, 2019	Dec. 31, 2018
Common Stock, Shares Outstanding [Roll Forward]
Beginning balance (in shares)		67,708,203	66,085,097
Issuance of shares under share option and free share plans (in shares)		83,266	1,466,247
Storetail deferred consideration (in shares)			156,859
Share repurchase program (in shares)		(3,903,673)	(3,459,119)
Treasury shares, retired (in shares)	(1,594,288)	(1,594,288)
Ending Balance (in shares)		66,197,181	67,708,203
Board of Directors
Common Stock, Shares Outstanding [Roll Forward]
Share repurchase program (in shares)		(444,554)
Before Storetail deferred consideration and Share repurchase program
Common Stock, Shares Outstanding [Roll Forward]
Beginning balance (in shares)		67,551,344
Ending Balance (in shares)			67,551,344
After Storetail deferred consideration and before Share repurchase program
Common Stock, Shares Outstanding [Roll Forward]
Beginning balance (in shares)		67,708,203
Ending Balance (in shares)		66,197,181	67,708,203
Common stock after share repurchase program
Common Stock, Shares Outstanding [Roll Forward]
Beginning balance (in shares)		64,249,084
Ending Balance (in shares)		62,293,508	64,249,084

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Principles and Accounting Methods - Additional Information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2019 USD ($) segment	Dec. 31, 2018	Jan. 01, 2019 USD ($)
Property, Plant and Equipment [Line Items]
Number of operating segments | segment	1
Number of reportable segments	1
Lease liability	$ 163,841
Right of use asset - operating lease	$ 142,044
Computer Software, Intangible Asset
Property, Plant and Equipment [Line Items]
Average life of intangible assets (in years)		3 years
Accounting Standards Update 2016-02
Property, Plant and Equipment [Line Items]
Lease liability			$ 223,500
Right of use asset - operating lease			$ 204,300
Minimum
Property, Plant and Equipment [Line Items]
Average life of intangible assets (in years)	1 year
Minimum | Computer Software, Intangible Asset
Property, Plant and Equipment [Line Items]
Weighted average useful life of intangible assets (years)	1 year
Average life of intangible assets (in years)	3 years
Minimum | Technology and customer relationships
Property, Plant and Equipment [Line Items]
Weighted average useful life of intangible assets (years)	3 years
Average life of intangible assets (in years)		3 years
Maximum
Property, Plant and Equipment [Line Items]
Average life of intangible assets (in years)	9 years
Maximum | Computer Software, Intangible Asset
Property, Plant and Equipment [Line Items]
Weighted average useful life of intangible assets (years)	3 years
Average life of intangible assets (in years)	5 years
Maximum | Technology and customer relationships
Property, Plant and Equipment [Line Items]
Weighted average useful life of intangible assets (years)	9 years
Average life of intangible assets (in years)		9 years
Servers | Maximum
Property, Plant and Equipment [Line Items]
Useful life (years)	5 years
Furniture and equipment | Minimum
Property, Plant and Equipment [Line Items]
Useful life (years)	3 years
Furniture and equipment | Maximum
Property, Plant and Equipment [Line Items]
Useful life (years)	5 years

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Breakdown of Revenue and Non-Current Assets by Geographical Area (Tables)

12 Months Ended

Dec. 31, 2019

Segment Reporting [Abstract]

Revenue from External Customers by Geographic Areas

The following tables disclose our consolidated revenue for each geographical area for each of the reported periods. Revenue by geographical area is based on the location of advertisers’ campaigns.

 

	Americas		EMEA		Asia-Pacific		Total
	(in thousands)
December 31, 2017	$	990,424	$	808,961	$	497,307	$	2,296,692
December 31, 2018	954,073		839,825		506,416		2,300,314
December 31, 2019	$	952,154	$	806,197	$	503,165	$	2,261,516

Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area

Revenue generated in other significant countries where we operate is presented in the following table:

	Year Ended December 31,
	2017		2018		2019
	(in thousands)
Americas
United States	$	869,004	$	848,378	$	861,099
EMEA
Germany	183,297		203,020		200,025
United Kingdom	115,226		97,849		88,928
Asia-Pacific
Japan	$	355,338	$	351,441	$	342,298

Schedule of Disclosure on Geographic Areas, Long-Lived Assets in Individual Foreign Countries by Country

For each reported period, non-current assets (corresponding to the net book value of tangible and intangible assets) are presented in the table below. The geographical information results from the locations of legal entities.

					Of which						Of which
	Holding		Americas		United States		EMEA		Asia-Pacific		Japan		Singapore		Total
(in thousands)
December 31, 2018	$	123,388	$	125,654	$	125,312	$	27,898	$	19,109	$	11,630	$	2,992	$	296,049
December 31, 2019	$	136,621	$	104,389	$	100,107	$	20,336	$	19,701	$	9,617	$	5,970	$	281,047

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Share-Based Compensation - Breakdown of the Closing Balance of Non-Employee Warrants (Details)	12 Months Ended
	Dec. 31, 2019 $ / shares shares	Dec. 31, 2018 $ / shares shares	Dec. 31, 2017 $ / shares shares	Dec. 31, 2019 € / shares shares	Dec. 31, 2018 € / shares shares	Dec. 31, 2017 € / shares shares
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward]
Beginning Balance (in shares)	7,967,602	7,405,216	8,203,371
Weighted-average exercise price (in Euro per share) | € / shares				€ 23.09	€ 26.94	€ 28.33
Weighted-average exercise price (in Euro per share) | € / shares				€ 24.12	€ 25.39	€ 23.16
Weighted-average remaining contractual life	6 years 2 months 20 days	6 years 7 months 30 days	6 years 10 months 24 days
Ending Balance (in shares)	7,538,521	7,967,602	7,405,216
BSA
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward]
Beginning Balance (in shares)	291,670	186,276	188,125
Weighted-average exercise price (in Euro per share) | $ / shares	$ 14.83	$ 13.02	$ 23.93
Number exercisable (in shares)	156,604	108,780	86,385	156,604	108,780	86,385
Weighted-average exercise price (in Euro per share) | $ / shares	$ 17.52	$ 18.95	$ 15.86
Weighted-average remaining contractual life	7 years 7 months 6 days	7 years 10 months 24 days	7 years 7 months 6 days
Ending Balance (in shares)	363,767	291,670	186,276

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Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Other Liabilities Disclosure [Abstract]
Clients' prepayments	$ 13,618	$ 10,328
Credit notes	16,420	13,183
Accounts payable relating to capital expenditures	4,408	21,454
Other creditors	1,213	1,527
Deferred revenue	227	623
Total	$ 35,886	$ 47,115