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¹ Growth at constant currency excludes the impact of foreign currency fluctuations and is computed by applying the 2017 average exchange rates for the relevant period to 2018 figures.

² Revenue ex-TAC, Adjusted EBITDA, Adjusted net Income per diluted share and Free Cash Flow are not measures calculated in accordance with U.S. GAAP.

³ Same-client Revenue ex-TAC  is the Revenue ex-TAC generated by clients that were live with us in a given quarter and still live with us the same quarter in the following year.

CRITEO S.A.

Consolidated Statement of Financial Position

(U.S. dollars in thousands) (unaudited)

December 31, 2017

March 31, 2018

Assets

Current assets:

Cash and cash equivalents

$

414,111

$

483,874

Trade receivables, net of allowances

484,101

395,707

Income taxes

8,882

7,646

Other taxes

58,346

52,557

Other current assets

26,327

26,463

Total current assets

991,767

966,247

Property, plant and equipment, net

161,738

153,252

Intangible assets, net

96,223

92,384

Goodwill

236,826

237,757

Non-current financial assets

19,525

21,137

Deferred tax assets

25,221

28,583

    Total non-current assets

539,533

533,113

Total assets

$

1,531,300

$

1,499,360

Liabilities and shareholders' equity

Current liabilities:

Trade payables

$

417,032

$

359,296

Contingencies

1,798

836

Income taxes

9,997

10,403

Financial liabilities - current portion

1,499

1,747

Other taxes

58,783

52,342

Employee - related payables

66,219

65,646

Other current liabilities

65,677

29,851

Total current liabilities

621,005

520,121

Deferred tax liabilities

2,497

2,552

Retirement benefit obligation

5,149

5,748

Financial liabilities - non current portion

2,158

2,022

Other non-current liabilities

2,793

5,246

    Total non-current liabilities

12,597

15,568

Total liabilities

633,602

535,689

Commitments and contingencies

Shareholders' equity:

Common shares, €0.025 par value, 66,085,097 and 66,248,351 shares authorized, issued and outstanding at December 31, 2017 and March 31, 2018, respectively.

2,152

2,157

Additional paid-in capital

591,404

610,281

Accumulated other comprehensive income (loss)

(12,241)

12,710

Retained earnings

300,210

320,020

Equity - attributable to shareholders of Criteo S.A.

881,525

945,168

Non-controlling interests

16,173

18,503

Total equity

897,698

963,671

Total equity and liabilities

$

1,531,300

$

1,499,360

CRITEO S.A.

Consolidated Statement of Income

(U.S. dollars in thousands, except share and per share data)

(unaudited)

Three Months Ended

March 31,

2017

2018

YoY
Change

Revenue

$

516,667

$

564,164

9

%

Cost of revenue

Traffic acquisition cost

(306,693)

(323,746)

6

%

Other cost of revenue

(27,155)

(30,059)

11

%

Gross profit

182,819

210,359

15

%

Operating expenses:

Research and development expenses

(39,521)

(45,318)

15

%

Sales and operations expenses

(90,730)

(95,649)

5

%

General and administrative expenses

(31,516)

(34,591)

10

%

(161,767)

(175,558)

9

%

Income from operations

21,052

34,801

65

%

Financial income (expense)

(2,333)

(1,325)

(43)

%

Income before taxes

18,719

33,476

79

%

Provision for income taxes

(4,201)

(12,386)

195

%

Net Income

$

14,518

$

21,090

45

%

Net income available to shareholders of Criteo S.A

$

12,442

$

19,809

59

%

Net income available to non-controlling interests

$

2,076

$

1,281

(38)

%

Weighted average shares outstanding used in computing per share amounts:

Basic

64,189,194

66,160,375

Diluted

67,283,012

67,469,738

Net income allocated  to shareholders per share:

Basic

$

0.19

$

0.30

58

%

Diluted

$

0.18

$

0.29

61

%

CRITEO S.A.

Consolidated Statement of Cash Flows

(U.S. dollars in thousands)

(unaudited)

Three Months Ended

March 31,

2017

2018

YoY
Change

Net income

$

14,518

$

21,090

45

%

Non-cash and non-operating items

41,473

53,966

30

%

           - Amortization and provisions

22,316

26,050

17

%

           - Equity awards compensation expense ⁽¹⁾

14,940

18,829

26

%

           - Net gain or loss on disposal of non-current assets

—

—

—

%

 - Interest accrued and non-cash financial income and expense

16

23

44

%

           - Change in deferred taxes

(6,870)

(3,146)

(54)

%

           - Income tax for the period

11,071

15,532

40

%

           - Other ⁽²⁾

—

(3,322)

(100)

%

Changes in working capital related to operating activities

(70)

23,687

NM

           - Decrease in trade receivables

59,569

91,292

53

           - Decrease in trade payables

(75,030)

(62,945)

(16)

%

           - Decrease in other current assets

8,253

7,958

(4)

%

           - Increase/(decrease) in other current liabilities ⁽²⁾

7,138

(12,618)

(277)

%

Income taxes paid

(11,683)

(14,216)

22

%

CASH FROM OPERATING ACTIVITIES

44,238

84,527

91

%

Acquisition of intangible assets, property, plant and equipment

(23,267)

(7,413)

(68)

%

Change in accounts payable related to intangible assets, property, plant and equipment

(4,939)

(25,154)

409

%

Disposal of business, net of cash disposed

—

(10,811)

(100)

%

Change in other non-current financial assets

(431)

(112)

(74)

%

CASH USED FOR INVESTING ACTIVITIES

(28,637)

(43,490)

52

%

Issuance of long-term borrowings

—

—

—

%

Repayment of borrowings ⁽³⁾

(2,053)

(238)

(88)

%

Proceeds from capital increase

12,937

166

(99)

%

Change in other financial liabilities ⁽²⁾

119

16,845

NM

CASH FROM FINANCING ACTIVITIES

11,003

16,773

52

%

CHANGE IN NET CASH AND CASH EQUIVALENTS

26,604

57,810

117

%

Net cash and cash equivalents at beginning of period

270,317

414,111

53

%

Effect of exchange rates changes on cash and cash equivalents ⁽²⁾

6,892

11,953

73

%

Net cash and cash equivalents at end of period

$

303,813

$

483,874

59

%

⁽¹⁾ Of which $14.6 million and $18.4 million of equity awards compensation expense consisted of share-based compensation expense according to ASC 718 Compensation - stock compensation for the quarter ended March 31, 2017 and 2018, respectively.

⁽²⁾ During the three months ended March 31, 2018, 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 unaudited consolidated statements of cash flows.

⁽³⁾ Interest paid for the years ended March 31, 2017 and 2018 amounted to $0.7 million and $0.4 million respectively.

CRITEO S.A.

Reconciliation of Cash from Operating Activities to Free Cash Flow

(U.S. dollars in thousands)

(unaudited)

Three Months Ended

March 31,

2017

2018

YoY
Change

CASH FROM OPERATING ACTIVITIES

$

44,238

$

84,527

91

%

Acquisition of intangible assets, property, plant and equipment

(23,267)

(7,413)

(68)

%

Change in accounts payable related to intangible assets, property, plant and equipment

(4,939)

(25,154)

409

%

FREE CASH FLOW ⁽¹⁾

$

16,032

$

51,960

224

%

⁽¹⁾ Free Cash Flow is defined as cash flow from operating activities less acquisition of intangible assets, property, plant and equipment and change in accounts payable related to intangible assets, property, plant and equipment.

CRITEO S.A.

Reconciliation of Revenue ex-TAC by Region to Revenue by Region

(U.S. dollars in thousands)

(unaudited)

Three Months Ended

March 31,

Region

2017

2018

YoY Change

YoY Change
at Constant
Currency

Revenue

Americas

$

208,013

$

212,695

2

%

2

%

EMEA

189,092

222,611

18

%

4

%

Asia-Pacific

119,562

128,858

8

%

3

%

Total

516,667

564,164

9

%

3

%

Traffic acquisition costs

Americas

(128,867)

(131,521)

2

%

2

%

EMEA

(107,583)

(119,893)

11

%

(1)

%

Asia-Pacific

(70,243)

(72,332)

3

%

(1)

%

Total

(306,693)

(323,746)

6

%

—

%

Revenue ex-TAC ⁽¹⁾

Americas

79,146

81,174

3

%

3

%

EMEA

81,509

102,718

26

%

11

%

Asia-Pacific

49,319

56,526

15

%

10

%

Total

$

209,974

$

240,418

14

%

8

%

⁽¹⁾ We define Revenue ex-TAC as our revenue excluding traffic acquisition costs generated over the applicable measurement period. Revenue ex-TAC and Revenue, Traffic Acquisition Costs and Revenue ex-TAC by Region are not measures calculated in accordance with U.S. GAAP. We have included Revenue ex-TAC and Revenue, Traffic Acquisition Costs and Revenue ex-TAC by Region because they are key measures 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 and review of these measures by region can provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Revenue ex-TAC and Revenue, Traffic Acquisition Costs 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, Traffic Acquisition Costs 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, Traffic Acquisition Costs 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, Traffic Acquisition Costs 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 to revenue and Revenue ex-TAC by Region to revenue by region.

CRITEO S.A.

Reconciliation of Adjusted EBITDA to Net Income

(U.S. dollars in thousands)

(unaudited)

Three Months Ended

March 31,

2017

2018

YoY Change

Net income

$

14,518

$

21,090

45

Adjustments:

Financial (income) expense

2,333

1,325

(43)

Provision for income taxes

4,201

12,386

195

%

Equity awards compensation expense

14,940

19,303

29

%

Research and development

3,916

4,555

16

%

Sales and operations

6,710

7,832

17

%

General and administrative

4,314

6,916

60

%

Pension service costs

290

434

50

%

Research and development

146

220

51

%

Sales and operations

59

79

34

%

General and administrative

85

135

59

%

Depreciation and amortization expense

20,167

23,646

17

%

Cost of revenue

11,091

15,249

37

%

Research and development

2,944

2,221

(25)

%

Sales and operations

4,961

4,454

(10)

%

General and administrative

1,171

1,722

47

%

Acquisition-related costs

6

—

(100)

%

General and administrative

6

—

(100)

%

Restructuring

—

(252)

—

%

Cost of revenue

—

—

—

%

Research and development

—

(348)

(100)

%

Sales and operations

—

107

100

%

General and administrative

—

(11)

(100)

%

Total net adjustments

41,936

56,842

36

%

Adjusted EBITDA⁽¹⁾

$

56,454

$

77,932

38

%

⁽¹⁾ 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 because it is a key measure used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short-term and long-term operational plans. In particular, we believe that the elimination of equity awards compensation expense, pension service costs, 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 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.

CRITEO S.A.

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

(U.S. dollars in thousands)

(unaudited)

Three Months Ended

March 31,

2017

2018

YoY
Change

Research and Development expenses

$

(39,521)

$

(45,318)

15

%

Equity awards compensation expense

3,916

4,555

16

%

Depreciation and Amortization expense

2,944

2,221

(25)

%

Pension service costs

146

220

51

%

Acquisition-related deferred price consideration

—

—

—

%

Restructuring

—

(348)

(100)

%

Non GAAP - Research and Development expenses

(32,515)

(38,670)

19

%

Sales and Operations expenses

(90,730)

(95,649)

5

%

Equity awards compensation expense

6,710

7,832

17

%

Depreciation and Amortization expense

4,961

4,454

(10)

%

Pension service costs

59

79

34

%

Restructuring

—

107

100

%

Non GAAP - Sales and Operations expenses

(79,000)

(83,177)

5

%

General and Administrative expenses

(31,516)

(34,591)

10

%

Equity awards compensation expense

4,314

6,916

60

%

Depreciation and Amortization expense

1,171

1,722

47

%

Pension service costs

85

135

59

%

Acquisition related costs

6

—

(100)

%

Restructuring

—

(11)

(100)

%

Non GAAP - General and Administrative expenses

(25,940)

(25,829)

—

%

Total Operating expenses

(161,767)

(175,558)

9

%

Equity awards compensation expense

14,940

19,303

29

%

Depreciation and Amortization expense

9,076

8,397

(7)

%

Pension service costs

290

434

50

%

Acquisition-related costs

6

—

(100)

%

Restructuring

—

(252)

(100)

%

Total Non GAAP Operating expenses ⁽¹⁾

$

(137,455)

$

(147,676)

7

%

⁽¹⁾ We define Non-GAAP Operating Expenses as 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.

CRITEO S.A.

 Detailed Information on Selected Items

(U.S. dollars in thousands)

(unaudited)

Three Months Ended

March 31,

2017

2018

YoY Change

Equity awards compensation expense

Research and development

$

3,916

$

4,555

16

%

Sales and operations

6,710

7,832

17

%

General and administrative

4,314

6,916

60

%

Total equity awards compensation expense

14,940

19,303

29

%

Pension service costs

Research and development

146

220

51

%

Sales and operations

59

79

34

%

General and administrative

85

135

59

%

Total pension service costs

290

434

50

%

Depreciation and amortization expense

Cost of revenue

11,091

15,249

37

%

Research and development

2,944

2,221

(25)

%

Sales and operations

4,961

4,454

(10)

%

General and administrative

1,171

1,722

47

%

Total depreciation and amortization expense

20,167

23,646

17

%

Acquisition-related costs

General and administrative

6

—

(100)

%

Total acquisition-related costs

6

—

(100)

%

Restructuring

Cost of revenue

—

—

—

%

Research and development

—

(348)

(100)

%

Sales and operations

—

107

100

%

General and administrative

—

(11)

(100)

%

Total restructuring

$

—

$

(252)

(100)

%

CRITEO S.A.

Reconciliation of Adjusted Net Income to Net Income

(U.S. dollars in thousands except share and per share data)

(unaudited)

Three Months Ended

March 31,

2017

2018

YoY Change

Net income

$

14,518

$

21,090

45

%

Adjustments:

Equity awards compensation expense

14,940

19,303

29

%

Amortization of acquisition-related intangible assets

4,674

3,457

(26)

%

Acquisition-related costs

6

—

(100)

%

Restructuring costs

—

(252)

(100)

%

Tax impact of the above adjustments

(3,317)

(3,079)

(7)

%

Total net adjustments

16,303

19,429

19

%

Adjusted net income⁽¹⁾

$

30,821

$

40,519

31

%

Weighted average shares outstanding

 - Basic

64,189,194

66,160,375

 - Diluted

67,283,012

67,469,738

Adjusted net income per share

 - Basic

$

0.48

$

0.61

27

%

 - Diluted

$

0.46

$

0.60

30

%

⁽¹⁾ 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 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, acquisition-related costs and deferred price consideration, restructuring costs 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 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 other U.S. GAAP-based financial results, including net income.

CRITEO S.A.

Constant Currency Reconciliation

(U.S. dollars in thousands)

(unaudited)

Three Months Ended

March 31,

2017

2018

YoY Change

Revenue as reported

$

516,667

$

564,164

9

%

Conversion impact U.S. dollar/other currencies

(31,086)

Revenue at constant currency⁽¹⁾

516,667

533,078

3

%

Traffic acquisition costs as reported

(306,693)

(323,746)

6

%

Conversion impact U.S. dollar/other currencies

16,869

Traffic Acquisition Costs at constant currency⁽¹⁾

(306,693)

(306,877)

—

%

Revenue ex-TAC as reported⁽²⁾

209,974

240,418

14

%

Conversion impact U.S. dollar/other currencies

(14,217)

Revenue ex-TAC at constant currency⁽²⁾

209,974

226,201

8

%

Revenue ex-TAC⁽²⁾/Revenue as reported

41

%

43

%

Other cost of revenue as reported

(27,155)

(30,059)

11

%

Conversion impact U.S. dollar/other currencies

676

Other cost of revenue at constant currency⁽¹⁾

(27,155)

(29,383)

8

%

Adjusted EBITDA⁽³⁾

56,454

77,932

38

%

Conversion impact U.S. dollar/other currencies

(9,313)

Adjusted EBITDA⁽³⁾ at constant currency⁽¹⁾

$

56,454

$

68,619

22

%

Adjusted EBITDA⁽³⁾/Revenue ex-TAC⁽²⁾

27

%

32

%

⁽¹⁾ Information herein with respect to results presented on a constant currency basis is computed by applying prior period average exchange rates to current period results. We have included results on a constant currency basis because it is a key measure used by our management and Board of directors to evaluate operating performance. Management reviews and analyzes business results excluding the effect of foreign currency translation because they believe this better represents our underlying business trends. The table above reconciles the actual results presented in this section with the results presented on a constant currency basis.

⁽²⁾ Revenue ex-TAC is not a measure calculated in accordance with U.S. GAAP. See the table entitled "Reconciliation of Revenue ex-TAC by Region to Revenue by Region" for a reconciliation of Revenue Ex-TAC to revenue.

⁽³⁾ Adjusted EBITDA is not a measure calculated in accordance with U.S. GAAP. See the table entitled "Reconciliation of Adjusted EBITDA to Net Income" for a reconciliation of Adjusted EBITDA to net income.

CRITEO S.A.

Information on Share Count

(unaudited)

Three Months Ended

March 31,

2017

2018

Shares outstanding as at January 1,

63,978,204

66,085,097

Weighted average number of shares issued during the period

210,990

75,278

Basic number of shares - Basic EPS basis

64,189,194

66,160,375

Dilutive effect of share options, warrants, employee warrants - Treasury method

3,093,817

1,309,363

Diluted number of shares - Diluted EPS basis

67,283,011

67,469,738

Shares outstanding as of March 31,

64,665,637

66,248,351

Total dilutive effect of share options, warrants, employee warrants

7,825,371

9,370,543

Fully diluted shares as of March 31,

72,491,008

75,618,894

CRITEO S.A.

Supplemental Financial Information and Operating Metrics

(U.S. dollars in thousands except where stated)

(unaudited)

Q3
2016

Q4
 2016

Q1
 2017

Q2
 2017

Q3
 2017

Q4
2017

Q1
2018

YoY
Change

Clients

11,874

12,882

14,468

15,423

16,370

17,299

18,118

18,528

20%

2%

Revenue

407,201

423,867

566,825

516,667

542,022

563,973

674,031

564,164

9%

(16)%

Americas

156,522

160,739

266,438

208,013

229,392

228,326

324,696

212,695

2%

(34)%

EMEA

153,899

157,921

189,298

189,092

191,682

207,168

221,019

222,611

18%

1%

APAC

96,780

105,207

111,089

119,562

120,948

128,479

128,316

128,858

8%

—%

TAC

(240,969)

(247,310)

(341,877)

(306,693)

(322,200)

(329,576)

(397,087)

(323,746)

6%

(18)%

Americas

(96,560)

(97,239)

(167,046)

(128,867)

(145,289)

(141,869)

(203,368)

(131,521)

2%

(35)%

EMEA

(86,820)

(87,092)

(108,567)

(107,583)

(106,605)

(115,446)

(120,662)

(119,893)

11%

(1)%

APAC

(57,589)

(62,979)

(66,264)

(70,243)

(70,306)

(72,261)

(73,057)

(72,332)

3%

(1)%

Revenue ex-TAC

166,232

176,557

224,948

209,974

219,822

234,397

276,944

240,418