Good morning, and welcome to Criteo's Fourth Quarter and Fiscal Year 2022 Earnings Call. All participants will be in listen-only mode. After the prepared remarks, there will be an opportunity to ask questions. Please note, this event is being recorded. I would now like to turn the conference over to Melanie Dambre, Head of Investor Relations. Please go ahead.

Good morning, everyone, and welcome to Criteo's fourth quarter and fiscal year 2022 earnings call. Joining us on the call today are Chief Executive Officer, Megan Clarken; and Chief Financial Officer, Sarah Glickman, who are going to share some prepared remarks. Todd Parsons, our Chief Product Officer, will join us for the Q&A session. As usual, you will find our investor presentation on our Investor Relations website, as well as our prepared remarks and transcript after the call. Before we get started, I would like to remind you that our remarks will include forward-looking statements, which reflect Criteo's judgments, assumptions, and analysis only as of today. Our actual results may differ materially from current expectations based on a number of factors affecting Criteo's business. Except as required by law, we do not undertake any obligation to update any forward-looking statements discussed today. For more information, please refer to the risk factors discussed in our earnings release as well as our most recent Forms 10-K and 10-Q filed with the SEC. We'll also discuss non-GAAP measures of our performance. Definitions and reconciliations to the most directly comparable GAAP metrics are included in our earnings release published today. Finally, unless otherwise stated, all growth comparisons made during this call are against the same period in the prior year. With that, let me now hand it over to Megan.

Thanks, Melanie, and good morning, everyone. It's been a few months now since we saw many of you at our Investor Day. The event gave us the opportunity to unpack our business, share more about the growth opportunity in front of us, and demonstrate how we've de-risked our business from the third-party cookie deprecation challenges facing the industry. I want to thank everyone who attended, and for those who weren't able to attend, I would like to point you towards the webcast materials available on the Investors Section of our website. At our Investor Day, we explained the Commerce Media opportunity that we're focused on. Commerce Media is the fastest growing media channel today and an opportunity that Criteo is poised to capture. Today, we're recognized as a clear leader in Commerce Media, and we believe we're in a unique position to lead this next wave of digital advertising. Criteo is the Commerce Media Platform for the open internet and the obvious choice to complement Amazon for brands looking to advertise to consumers at the digital point of sale across multiple Retail Media Networks. As we explained during our Investor Day event, retailers have been early adopters of Commerce Media and refer to this as Retail Media. They are setting the scene. With their logged-in first-party data and quality shopper audiences, along with our ability to provide real-time closed-loop measurement, brands are moving ad budgets rapidly in their direction, and Retail Media is expected to capture one in five digital ad dollars by next year. The first mover advantage we've built around Retail Media, the Retail network that it creates, and the scale of valuable Commerce Audiences we can deliver to brands and agencies form the foundation of our strategy. Reaching Commerce Audiences across the open internet is only possible with access to shopping data at scale, which comes with deep integrations and trusted relationships with the retailers. Retail Media is a powerful growth engine for us, and our focus now is to accelerate. Over the past year, we've grown our client footprint to 175 retailers and close to 1,800 brands. No other player matches that footprint. We've only just begun. We entered new retailer verticals, including delivery services, and new geographies, particularly in APAC. We're winning new clients at a rapid pace because we offer one integrated self-service platform for all ad formats and demand sources, allowing retailers to manage their entire Retail Media business at scale. Over the past three months alone, we’ve won renewed or expanded our partnerships with half of the Top 10 U.S. retailers. We continue to build long-term relationships with our retailer clients, as evidenced by our multi-year partnership with Target's Roundel Retail Media network. And we're proud to play an increasingly important role in their overall growth strategy. We also expanded the scope of our partnership with Walmart to include multiple ad formats on-site and off-site in Mexico. Importantly, several large retailers, including Lowe’s, recently dropped other providers to work with Criteo exclusively, as they continue to scale their Retail Media networks and look to our capabilities to help them accelerate. In Q4, we also won new contracts with leading U.S. and European retailers in the grocery, ag retail, and health and beauty sectors. In addition, we won our fourth retailer in Japan, where we're actively capitalizing on cross-selling opportunities. This momentum has carried into 2023, and we look forward to announcing some of our most recent exciting wins more formally over the coming weeks. Our success is evidence of our superior offering, and our clients continue to inform our product roadmap as we're evolving our capabilities in lockstep with their needs. Our number one priority is to win with retailers to bring the best Retail Media solutions to them and to expand our leading position in Retail Media enablement and the acquisition of Commerce Audiences, the highest quality audiences on the Internet. With retailers representing the large majority of our business, we have significant potential for growth within our existing client base alone. We have the potential to triple our Retail Media footprint by extending our Retail Media monetization solutions to our largest retailer clients, who currently only use us for our performance marketing capabilities today. As those retailers extend into Retail Media, our platform is there for them. With our unique access to commerce data at scale, deep integration with retailers, differentiated technology, a world-class team, and an R&D powerhouse, we've created a competitive differentiation in our business. In light of our growing momentum, we've taken actions to accelerate our plans by shifting more highly experienced engineering resources, doubling the size of the existing team to concentrate on the rapid deployment and scale of our Commerce Max Demand Side Platform, or DSP, and to continue to bring more features and capabilities to market faster for our Retail Media clients. This includes leveraging our advanced commerce-focused AI, our secret sauce to drive powerful performance capabilities across Retail Media. Our goal is to help retailers take further advantage of their media opportunity and to solidify our leadership position for years to come. We have one of the largest concentrations of R&D talent in the AdTech industry aside from the walled garden platforms, and we're continuously focused on ensuring proper resource and investment allocation to our priority growth areas. Thanks to our efforts to pivot our business towards these high-growth areas, we ended the year with non-targeted solutions representing now close to half of our business in Q4 compared to 32% a year ago. This is an important milestone in our transformation and in line with what we said we would do. We're ready to take Criteo to the next level, and we'll unlock further our massive $110 billion market opportunity. Now let me highlight some of our 2022 achievements, which puts us in a favorable position to gain share in 2023 and well into the future. What we've called our SAY/DO ratio remains extremely high. It shows how resilient we are and how much we can accomplish despite a challenging macro-economic and geopolitical backdrop. First, we're delivering on the promise of the Commerce Media Platform. We unveiled the full suite of Commerce Media Platform solutions, and we soft-launched our Commerce Max DSP, where our retail media and programmatic capabilities converge. Commerce Max is a game changer for brands and agencies. It gives them one entry point to access premium Retail Media inventory on-site and open internet supply off-site with closed-loop measurement while leveraging unique first-party audiences built on real shopping behaviors. Retailers are excited to adopt Commerce Max to increase their revenue and traffic. With Commerce Max, they can best monetize on-site inventory and their valuable first-party data for on-site and off-site targeting and bring more shoppers to their sites. This creates a powerful flywheel between brands and retailers. Our successful market tests showed that integrated on-site and off-site campaigns in Commerce Max as a true full-funnel strategy more than doubled conversion rates compared to on-site campaigns alone and drove an increase of close to 60% in revenue per shopper targeted during the campaigns. Our ambition is to become the Commerce Media DSP of choice for agencies and brands. And the feedback we've received to date gives us confidence in our ability to gain share. Overall, with our full-funnel platform value proposition increasingly resonating with the market, today 35% of our live clients use more than one Criteo solution compared to 32% a year ago. We expect to continue to benefit from our integrated go-to-market strategy and increasing traction in upselling and cross-selling our solutions to existing clients. This is especially true for Commerce Growth, our product line offering targeting and retargeting capabilities to acquire and retain consumers. With Commerce Growth, our business is evolving to capture incremental budgets and service an increasing number of clients in the easiest and most effective manner. Our unique ability to reach valuable Commerce Audiences at scale makes us an obvious choice for marketers looking to drive sales. Our AI engine leverages a combination of consumer interests, contextual data, and trillions of purchasing events to engage in-market shoppers and maximize advertising performance. Among others, Skyscanner now uses our suite of always-on acquisition and retention solutions to optimize how they engage with customers across the entire buying journey. Full-funnel activation with Skyscanner has more than tripled their media spend with us year-over-year, with new targeting or acquisition solutions now representing 30% of their investment. This is the Commerce Media effect. Our strategic partnership with Shopify also exemplifies how we intend to scale our solutions. We’re part of the Shopify Plus Technology Partner Program and Certified App Program, which simplifies and automates Shopify merchants' ability to leverage our acquisition and retention solutions. We saw a 36% increase in the number of new Shopify merchants using Criteo in 2022 compared to the number of merchants we added in 2021. We expect to continue to onboard more merchants and scale our partnership as we further enhance our self-service capabilities over the coming quarters. Shopify is a great partner of ours, and we continuously explore growth opportunities with them. Second, our high SAY/DO ratio applies to our growing agency relationships. Agencies drove about two-thirds of our growth in media spend in 2022, excluding Iponweb. 34% of our media spend is now activated through agencies, compared to 29% a year ago. In addition to our global strategic partnership with GroupM, we’re excited to have signed a three-year partnership with another major holding agency in the U.S. to accelerate the demands of our Retail Media and Commerce Audiences. In addition, we are very pleased to have renewed and extended our global deal with Ascential and its world-class e-commerce businesses with a multi-year commitment. As part of our partnership, Ascential's advertising partners can now access advanced commerce insights and analytics in real-time, greatly enhancing their ability to drive performance. These agreements with major agencies reinforce our positioning as the Commerce Media Platform or Commerce Media partner of choice, and we believe we will drive further adoption of our multiple solutions at speed and at scale. In addition, we’re pleased with the traction of our independent agency programs, which is being rolled out. The program certifies and incentivizes independent agencies to offer our acquisition and retention solutions to their advertiser clients. Third, we successfully completed the acquisition of Iponweb and we’re rapidly integrating that business. On the demand side, we’ve fully integrated Iponweb’s Bidcore DSP into Commerce Max. On the supply side, we’ve quickly integrated our respective teams, centralized our product roadmap, and unified our commercial strategies. We’ve already merged our publisher footprints, bringing more high-quality inventory for our demand partners and more value for our publishers. Combined with Iponweb, we added 150 new publishers in 2022, and we now have direct relationships with approximately 75% of the top 100 ComScore publishers in our largest markets, which we believe is instrumental in extending our first-party data integrations. We’re well on our way to realize our Commerce Media Platform ambitions, and we’ve de-risked our business away from third-party signal deprecation. We’re proud that our efforts are being recognized, as we were recently named one of the hottest AdTech companies by Insider. We’re also one of the few companies partnering closely with Google as part of the Privacy Sandbox. We’re not only collaborating with Google to improve the Sandbox APIs, but we’ll also be working together to develop specific use cases that we can bring to our clients. This puts us in pole position to deliver superior performance in the market when Google deprecates third-party cookies. As we enter 2023, we believe we’re best positioned to lead the market. At the core of our strategy, Retail Media remains a non-cyclical growth spot, primarily benefiting from trade marketing budgets shifting online to address consumers at the digital point of sale. In addition, we expect Commerce Audiences to continue to outpace the market as they remain the most valuable audiences to brands. We have an exciting path ahead of us, and we’re laser-focused on execution to capitalize on our significant long-term growth opportunities. We have a highly experienced senior leadership team who is firing on all cylinders to achieve our ambitions. Our team has weathered and successfully navigated various economic cycles, and I am confident in our ability to deliver on our plans. Now let me provide a brief update on the latest trends we’re seeing in the macro-economic environment and our actions to adapt to this environment. As anticipated, we saw a more condensed holiday season in the fourth quarter compared to the prior year. As we enter 2023, our conversations with CMOs indicate delays in ad budgeting processes due to uncertainties regarding how inflation and interest rates will impact consumers this year, but marketers are not blindly cutting budgets. Ad budgets are under more scrutiny, forcing clients to optimize their spend. According to a recent survey we conducted across the U.S. and Europe, nearly two-thirds of senior media agency professionals believe newer digital channels like Retail Media will deliver a greater return on investment than search or social. Our Commerce Media Platform and our focus on performance position us to meet that need. Despite overall budget tightening, we continue to benefit from robust new business trends and high client retention close to 90%. Importantly, we’re focused on profitable growth and aligning our cost structure with our top-line in a slower growth economy. We believe this will allow us to emerge even stronger once economic uncertainty subsides. As part of our ongoing transformation, we are highly focused on allocating our resources to our growth areas, and we have and we will continue to take actions to right-size our cost base. While there is lower visibility on near-term trends, the long-term opportunity for Criteo remains intact. The macro-economic environment changed significantly over the past 12 months, but our strategy has not. We’ve laid the foundation for the future, and we’re on our path to achieve our business ambitions which we laid out at our Investor Day. We’ve built incredible momentum that we expect will only continue in 2023 and beyond to drive long-term shareholder value. With that, I will now turn the call over to Sarah, who will provide more details on our financial results and our outlook.

Thank you, Megan, and good morning, everyone. We continue to execute in a choppy environment, but we have a consistent track record of profitable growth and high free cash flow conversion coupled with a strong balance sheet and no debt. Starting with our financial highlights for 2022. Revenue was $2 billion, and Contribution ex-TAC grew by 10% at constant currency to $928 million. As anticipated, this included $60 million of incremental signal loss impacts. This performance was despite significant headwinds from FX and the wind-down of operations in Russia. In Retail Media, revenue was $202 million, and Contribution ex-TAC was $161 million, up 33% year-over-year, as we continue to rapidly expand with our retailers. In Marketing Solutions, revenue was $1.8 billion, and Contribution ex-TAC was $715 million, with Commerce Audiences up 26% at constant currency offsetting lower Retargeting. We delivered an Adjusted EBITDA margin of 29%, including planned growth investments and the dilution from our Iponweb acquisition. We also delivered record free cash flow of $200 million and an adjusted EPS of $2.76, including five months of contribution from Iponweb. Turning to our fourth quarter performance. Revenue was $564 million, and Contribution ex-TAC was $283 million. This includes a year-over-year headwind from weaker foreign currencies of $21 million. At constant currency, Q4 Contribution ex-TAC grew by 10.4% on top of strong performance with 11% growth in Q4 2021. This includes organic Contribution ex-TAC down to minus 2% and the contribution from Iponweb. Our organic performance was driven by Marketing Solutions down 7% year-over-year, with lower Retargeting down 13%, and Commerce Audiences up 22%. This was partially offset by robust growth in Retail Media, up 23%. As expected, we continue to see a top-line shift away from legacy Retargeting. Retail Media, Commerce Audiences and Iponweb combined represented 47% of Contribution ex-TAC in our fourth quarter, up from 41% in Q3 and up from 32% in Q4 last year. Turning to our business segments. In Retail Media, revenue was $60 million, and Contribution ex-TAC grew 23% at constant currency to $57 million, on top of strong growth last year. Our growth was primarily driven by our client base in the U.S., the UK, and Germany, partially offset by France. Growth from existing clients remains strong with same-retailer Contribution ex-TAC retention at 122%, and we continue to scale by adding new retailers. We onboarded 150 more brands in Q4 and saw increasing traction with our agency partners. Our 1,800 global brands are prioritizing Retail Media as a key channel for their investments, a trend we expect to continue. While there is caution on the release of budgets overall, we see strong spend in health and beauty with lower spend for grocery. In Marketing Solutions, revenue was $471 million, and Contribution ex-TAC was $193 million with strong growth in Commerce Audiences, offset by lower Retargeting. Retargeting was down 13% year-over-year, or down 7% when excluding the impact of the suspension of our Russia operations earlier this year and close to $10 million impact from the loss of signals. In the U.S., we had a solid holiday season around the traditional Cyber 6 peak with deceleration in December, while EMEA was softer during the Black Friday weekend with improving trends in December. Across all regions, retail spend, especially fashion and department stores, was soft, while travel remained strong. We delivered strong growth in Commerce Audiences as clients transition to always-on audience strategies to acquire and retain customers with new business and cross-selling across our over 20,000 retailers and performance marketers. Iponweb was flat this quarter on a stand-alone basis, reflecting strong growth for our Supply Side Platform, or SSP, offset by softer media trading trends and traffic, particularly in December. We delivered an adjusted EBITDA of $104 million in Q4 2022. Non-GAAP operating expenses increased 2%, including targeted growth investments in sales, R&D, and product talent, partially offset by cost reduction actions as we reduced discretionary spending and paused most hires. We benefitted from lower bad debt expense as a result of strong cash collections. Moving down the P&L. Depreciation and amortization increased 26% in Q4 2022, and share-based compensation expense increased to $22 million, including $11 million related to treasury shares granted to Iponweb’s founder as part of the acquisition. Our income from operations was $49 million, and our net income was $16 million in Q4 2022. Our weighted average diluted share count was 61.9 million. This resulted in diluted earnings per share of $0.25 and adjusted diluted EPS of $0.84 in Q4 2022. We canceled a total of 2.6 million shares in 2022. In an uncertain macro environment, we benefited from a strong financial position with solid cash generation and no long-term debt. We had about $835 million in total liquidity as of the end of December, which gives us significant financial flexibility to execute on our growth and capital allocation strategy. The primary goal of our capital allocation is to invest in high ROI organic investments and value-enhancing acquisitions and to return capital to shareholders via our share buyback program. In 2022, we repurchased 5.1 million shares at an average cost of $26.40 per share. In December, our Board of Directors authorized an extension of our share repurchase program from $280 million to $480 million. This demonstrates our confidence in our business strategy, financial strength, and our ongoing commitment to enhance shareholder value. Turning to our financial outlook, which reflects our expectations as of today, February 8, 2023. We remain cautious given the lower visibility on near-term trends and the volatile advertising environment. For 2023, we expect Contribution ex-TAC to grow high-single-digit to low double-digit year-over-year at constant currency. This assumes low-single digit organic growth and the full-year impact from our acquisition of Iponweb. We expect stronger organic growth later in the year as we move our Commerce Max DSP to general availability and scale newly signed retailer partnerships. We expect Contribution ex-TAC growth of approximately 30% for Retail Media as we anticipate further share gains, and higher than the anticipated industry growth rates. For Commerce Audiences, we expect Contribution ex-TAC growth of approximately 20% as advertisers continue to shift more budgets. For Iponweb, Q1 and Q2 are seasonally low quarters in terms of Contribution ex-TAC, adjusted EBITDA, and cash contribution, while Q4 is the strongest quarter. We will be closely monitoring market conditions and expect to provide updates as we progress through 2023. As part of our ongoing transformation, we are disciplined in strategically allocating our resources to higher growth areas while enabling productivity and cost efficiencies. We are executing on and contemplating cost actions that we expect to deliver total annualized savings of approximately 10% of our total cost base, or more than $60 million, while ensuring ROI investments for executing on our strategy. Given the slower macro environment and lower Retargeting, actions have already been taken with hiring freezes and reduction in external spend. Along with the rapid integration of Iponweb, we continue to right-size our organization and optimize our operating model. This focus is to enable speed of new products to market and effective delivery for our broad client base. Overall, we anticipate an adjusted EBITDA margin of approximately 28% for 2023, in line with what we shared at our Investor Day, including about 200 basis points of dilution from Iponweb. This includes the increased costs due to the full-year impact of the Iponweb business. We expect to realize cost efficiencies over the course of the year, largely offsetting wage inflation and the annualized impact of our 2022 growth investments. We expect a normalized tax rate of 28% to 30%. We expect CapEx of about $90 million related to the planned renewals of our data centers as we transition to more cost and energy-efficient data center architecture, and we expect a free cash flow conversion rate of about 45% of adjusted EBITDA. For modelling purposes, we assume a flat number of shares outstanding in 2023. For Q1 2023, we continue to be cautious given the impact of a slower macro environment on consumers, our clients, and more conservative ad budgets. Spend from large retailers and brands was lower in December, and this continued through their fiscal year-end in January. While early days, we’re encouraged by new budget unlocks in February. Overall, we expect Q1 Contribution ex-TAC of $210 million to $216 million, growing by 5% to 7% at constant currency. This assumes a mid-single digit organic decline and Iponweb inorganic growth in a seasonally low quarter. As a reminder, this laps a tough comp in Q1 2022 and includes the impact of the suspension of our Russia operations in late March 2022, impacting our growth by about 2 percentage points. Importantly, we expect Retail Media to continue to show robust growth despite the challenging macro environment. We estimate ForEx changes to drive a negative year-over-year impact of about $15 million to $20 million on Contribution ex-TAC in Q1. We expect adjusted EBITDA between $30 million and $32 million, reflecting low Q1 seasonality exacerbated by the dilution from Iponweb and some ongoing integration costs. The year-over-year comparison includes growth investments already taken in 2022, ahead of contemplated reductions. In closing, as a leader in Commerce and Retail Media, we believe we are well-positioned to deliver on our plans for growth, resilient performance, healthy profitability, and strong cash generation to drive shareholder value in 2023 and beyond. One comment before we begin Q&A. You may have seen recent speculation in the media related to a potential transaction involving Criteo. As a matter of policy we do not discuss rumors or speculation, and we will not make any further comments on this. And with that, I will open up the call for questions.

We will now begin the question-and-answer session. And our first question will come from Ygal Arounian of Citi. Please go ahead.

Good morning, everyone. Thank you for taking my questions. I have a couple of inquiries about Retail Media. First, I’m examining the guidance for the year where 2022 ended, which indicates around 30% growth, and comparing that to the higher targets set during the Investor Day, which are between 45% and 50%. I understand there are some foreign exchange factors and macro challenges involved, but can you clarify how we plan to bridge that gap to achieve at least 30% of the Investor Day targets? Secondly, I’d like to dive deeper into the recent news regarding Lowe’s this quarter. It seems to be a good case of in-house developments at Lowe’s with that announcement. It appears you might be aiming to capture business from a competitor they were previously engaged with. Could you elaborate on what transpired there, the implications of those trends, and how Criteo managed to gain market share in that scenario? Also, how does this relate to the growth you anticipate from Retail Media? Thank you.

Yeah. Sorry. Good morning. I can take the first question. So we are very confident in our ambition that we set forth in the Investor Day that included $1.4 billion in Contribution ex-TAC and tripling the Retail Media business. For us, that long-term opportunity for Criteo remains intact, and the $110 billion firm, which includes $42 billion for Retail Media alone still remains intact. What we've done is we've laid the foundation for the future. We have phenomenal wins and we continue to gain share in an area where the secular trend is to transition and move advertising dollars, including trade advertising dollars, over to Retail Media. So the guidance that we've given in 2023 is based on what we're seeing right now, which is some lower traffic overall, more conservative budgets, but we anticipate that that will be temporary concerning the continuing advertising recession, if you will, in 2023, and that will continue to progress to more spending coming through the Commerce Max DSP as it comes to general availability in the summer. So that's the way that we've modeled our 2023 expectations, and we continue to win new logos; we continue to drive much more business, including new formats through our Retail Media business, and we anticipate that we'll continue to be absolutely on track for our 2025 long-term target.

Hi, Ygal. I'll take the second piece, which is around the Lowe’s relationship. We're thrilled to have secured the Lowe’s contract and, in fact, be part of their future. The fact that they dropped other partners to work with us is a testament to the work that we do with them, the performance that we generate for them, and the technology that we provide. They have increased their internal team that manages sales to their brands. You can imagine they already have a sales force. And they’ve increased that to account for the growth themselves anticipate from Retail Media. And we should expect from large retailers that as Retail Media gets bigger for them or Criteo provides the technology, a portion of the sales should be driven by them. They have an internal sales team and they have other capabilities that they'll continue to grow to be able to meet the growth of their overall Retail Media business. In terms of the actual pieces that we provide to Lowe’s, I'll have Todd just take you through a couple of highlights here.

Yes. Thanks, Megan. I think what's important to emphasize here is that as these larger retail partners that we have are building entire businesses, we're helping them in two ways. Obviously, what Megan said is really important. We're able to help them drive demand, not just be a technology partner. From a pure technology perspective, we start with sponsored products, which is, of course, at the core of our Retail Media solution. But we've done a ton of innovation that goes beyond that that helps Lowe's and other large partners see monetization growing for years. What we're doing with off-site is a really good example of that. And we're also doing a lot of product innovation with on-site formats and connecting the dots between these three areas in such a way that large retail partners can get performance from their networks. Our company is a performance company through and through from the start. So when we think about these things from a product perspective, we're not just rolling in features for Lowe's, but we're making sure they work better together so they can grow revenue.

Great. Thank you so much. That was really helpful.

The next question comes from Mark Kelley of Stifel. Please go ahead.

Good morning. Thank you. Can we discuss the current environment? It seems Q4 performed slightly better than expected. I appreciate the comments about December showing weaker trends that are continuing into January. Could you describe your discussions with agency partners and brands? Are they not providing enough visibility at the start of the quarter, but do the conversations solidify as the quarter progresses, leading to budget approvals? Is it more of a wait-and-see approach? Is that the bigger picture dynamic you're observing? My second question is about the Retail Media side. I would think that in this environment, budgets might shift more towards retail media. However, with traffic down and consumers possibly pulling back, how do you see these dynamics impacting the anticipated 30% growth for the year? Is the key driver simply an increase in traffic to retailers' websites? Is that the primary factor that could reaccelerate growth? Thank you.

Yeah. Hi, Mark. I mean, I think just a couple of comments here. First of all, when we look at Retail Media, we're talking about 33% year-over-year growth, and that was 23% in Q4 2022, which was an incredibly tough comp as well from the year before. What we're seeing in the discussions is that retailers most of the year end to January. Specifically, we saw this last year as well. The outlook tends to be more around this timeframe in February. The conversations are all very good conversations, and the conversations with brands have been incredible. Brands absolutely want to shift more dollars over to Retail Media, but there is an overall caution. So I would say we feel very, very good about the discussions we're having. We feel fantastic about our agency partnerships. As Megan mentioned, we just signed a new U.S. Holdco deal as well. 34% of the Media Spend is coming from agencies. So when we look at our large retailers, even if they have ground teams, yeah. Like, Lowe's, for example, have a large brand team. All the smaller brands in Retail that are coming to us and for the most part, when we look across our network of 175 retailers, brands with the agencies want to unlock that spend across our entire network. So we're seeing it as a win-win. Now, in some cases, we do everything for the retailer. We do it incredibly well. We get fantastic fulfillment. In other customers, we're more of the tech that enables all of that, and we benefit from what Todd talked about in terms of additional capabilities. We're super excited about our customers co-creating with us the Commerce Max DSP. We just did a design sprint last week, and we got input from them at the beginning of the sprint and the end of the sprint. We're working hand in hand, so we feel good about the overall dynamics. There is caution as of now related to brand budgets that is across the board, and we expect that will continue to unlock as we partner with them and as more of these dollars, absolutely we expect to move to the Retail Media and Commerce Media space.

Thank you very much.

The next question comes from Matthew Cost of Morgan Stanley. Please go ahead.

Good morning, everyone. Thanks for taking the questions. I'm just wondering if you could provide an update on Commerce Max and some of the key gating factors you're working through there to bring it to general availability later this year and sort of areas of strength and things you think still need to be improved in order to get to that point? And then in terms of the full offering that you have for the company right now, obviously, you brought in Iponweb; you've used M&A as a tool to expand the capabilities of the company, leaving aside any specific rumors when you look at the offering that you have right now as a company. Are there specific capabilities that you think would be really additive that you're focused on bringing in whether that's building them organically, buying them, or partnering to have them? Thanks so much.

Yeah. I can take that. How are you doing, Matt? So a couple of things here that you touched on. And it's first important to say that it's our goal to become the Commerce Media DSP of choice for our agencies and brands alike. So everything that we build product-wise is driven by that ambition. In terms of connecting the dots between that ambition and Commerce Max, which I think we've said we expect ETA on or around summertime, and that we've also been watching some great wins in testing. It's just important to say that from a feature perspective, there are a few things we're really concentrating on. The first of which is we want to help agencies unify their planning and their spending, their buying across our entire network. With the fragmentation in Retail Media, that has become a bigger problem as the market develops. And we have the ability to solve that problem for our partners. Number two, going back to the performance topic that we hit on earlier, because we're able to unify planning and buying across the network, we're also able to apply our legacy performance capabilities in new ways to help those agencies actually get performance for their brand partners and to help our retailers monetize more effectively as we said with Lowe's. So there are two things that I just would say, you should take away, one is planning and buying more effectively across the network as a theme in MAX. The second is making sure that those plans and those buys not only can be measured in a closed-loop, but that they perform well for both partners, both demand and supply-side partners.

Great. Thank you so much.

The next question comes from Richard Kramer of Arete Research. Please go ahead.

Thanks very much. Megan, one for you. If we saw 2022 as sort of a year of integration and product launches and you've obviously flagged the softer first half in ad spend, which we also see. But do you see '23 as a need to be a year of sales execution? And to make sure you monetize all the retailer inventory and keep up your targeting and so forth. And if that's the case, can you maybe rank what are the channels you're looking for growth, whether it's faster growth from the agencies, from retailer activations, from Shopify merchants, to get a sense of where you see that the growth resuming and coming from. Maybe a quick one for Sarah. You mentioned the cost cuts, but given the cash balance you've got, what speaks against sustaining the investment in R&D and product development given the pipeline you've got and making sure that, that doesn't slip in terms of timescale? Thanks.

Hi, Richard. Thank you for your question. I would say that while 2022 was focused on integration, 2023 will be centered on acceleration, as we recognize the current window of opportunity. As mentioned earlier, we are prioritizing the enhancement of our Retail Media team, which we have doubled in size. Additionally, our go-to-market approach with retailers is gaining momentum, exemplified by our recent successes with five of the Top U.S. retailers. This highlights our commitment to strengthening relationships in that space. We are also strategically focusing on brands and agencies to promote Commerce Max. This initiative is key for us in the first half of this year, as it consolidates all Retail Media networks for agencies to purchase across them, which is not currently possible. We see a significant opportunity ahead and are strongly committed to accelerating our efforts during the first half of this year. Our transformation, which began when I joined the company, is ongoing. We are evolving from a single-point solution provider to a multi-solution platform that offers a range of Commerce Media technologies and capabilities. This transformation must continue this year and into the next couple of years, but 2023 is definitely our year for acceleration. This is our moment.

Yeah. And just before I get to the R&D question, just on Shopify, we increased the number of Shopify merchants by 36% in 2022 compared to ‘21. We're kind of early at the beginning of that. So we feel very good about the continuous focus on Shopify and Shopify-like clients. So that's another big area of capability and focus for us. And for product and R&D, the first thing I'll talk about is the incredible interlocks that we do between our commercial teams, product teams, and R&D. It's one process, and it's focused on where the ROI is and where the dollars are. So that has been, I would say, an unlock in 2022, especially with Iponweb as well as the Iponweb team coming in, so we work hand in hand to really ensure that we're delivering and we're looking at proof of getting new features to our customers that they want and that they all use or drive revenue. And we are continuing to invest in those areas. We just announced a senior new hire in our product team. We've got incredible talent across the board in R&D, which is obviously now being turbocharged along with the Iponweb team as well. So it's a powerhouse. What we need to do is ensure that we continue to invest in that to unlock more capabilities faster and to continue to drive performance. So it's not a massive increase in investment that we need; it's ensuring that the powerhouse is 975 engineers in our company are really driving to ensure that they deliver not only for our existing clients but for the new areas that they're focused on.

Okay. Thanks, folks.

The next question comes from Matthew Thornton of Truist. Please go ahead.

Good morning, everyone. I have a question for Sarah regarding the data privacy impact you mentioned, specifically the $10 million for the fourth quarter. What are your assumptions for 2023 in that area? Additionally, as we think about 2023 and its trajectory, how are you accounting for macroeconomic conditions? Will you be assuming that these conditions remain stable throughout the year? Do you consider your guidance to be conservative considering the current environment? Lastly, what do you see as the key potential drivers for upside this year? Should we be focusing on Commerce Max, the Meta partnership, Shopify, or something else as significant opportunities for growth in 2023? Thank you.

Yeah. So first of all, on the single Lowe’s, we had $60 million in 2022, of which $10 million related to Q4. That was largely for the Firefox and Samsung browsers as well as some explicit consent. We're expecting about $10 million for 2023 in a number that we've assumed, and we won't be tracking for that. The next future job would obviously be Google, which we already talked about in Investor Day, and that won't impact 2023. In terms of the operational plan and the assumptions that we've taken, I mean, we're working day in and day out with our marketers and our retailers. And, yeah, they're cautious about spend. So we're assuming that there'll be growth in the second half as we come. Yes, we've got tough comps in Q1 and Q2. We're expecting the continuation of growth, and we're expecting with the new capabilities that will ramp up in Q3, Q4. We're also an incredibly seasonal business, especially with Iponweb coming in as well that seasonality is a little bit more focused. So Q1 and Q2, we'll continue to see a slower growth environment with the macro and we anticipate Q3 and Q4 with new features, but also with just the tailwind of the secular trends in Retail Media and the highest seasonal patterns that we have been in especially in Q4 that will be where we see the growth drivers. Most of that is very similar to what we've seen in past years. And of course, there's been a lot of discussion in the industry around the reversion, the more classic pounds precoated shopping. That being said, online traffic continues to grow, and Retail Media budgets continue to shift.

I would just add one thing that these things are all interconnected that you mentioned to a degree, Matt. Adoption from a Retail Media perspective continued wins and actually more usage from those networks is something that we think a tremendous amount about because the knock-on effect of that, of course, is that we get the unlocks, the revenue unlocks and the long-term growth that Retail Media as an opportunity overall provides. So for now, the idea of getting more adoption is really important. You mentioned Meta. I want to be really clear about that. There are great opportunities with Meta to add scale, reach, and possibly performance. We don't know as we go through, we're learning and experimenting with Meta as a partner, but to provide scale and reach hopefully with performance to our Retail Media partners. So when you think about something like Meta, I would say two things: one is, it's the biggest logged-in audience in the world. And with that, that provides the kind of scale for us to use, but especially as an extension of the work that we're doing with our retail partners. It also adds to what we're doing with Shopify Plus customers in our Performance business, as we've talked about before. So I think you're talking about two different parts of the business there. Shopify, you're talking about our core business from buyer. Meta, you're talking about more than just a supplement that's something that can really add and accelerate our Retail business of the future. So there are two things there. Hopefully, that helps.

Great. That's helpful. I'll jump back in the queue. Thanks, everyone.

This concludes our question-and-answer session. I would like to turn the conference back over to Melanie Dambre for any closing remarks.

Thank you, Megan, Sarah, and Todd. This now concludes our call for today. Thanks everyone for joining. The IR team is available for any additional requests. We wish you all a great day.

Conference is now concluded. Thank you for attending today's presentation, and you may now disconnect.