Criteo Reports Financial Results For The Fourth Quarter And Fiscal Year 2018

NEW YORK, Feb. 13, 2019 /PRNewswire/ -- Criteo S.A. (NASDAQ: CRTO), the advertising platform for the open Internet, today announced financial results for the fourth quarter and fiscal year ended December 31, 2018.

Q4 2018

    --  Revenue decreased 1% year-over-year, or increased 1% at constant
        currency(1), to $670 million.
    --  Revenue excluding Traffic Acquisition Costs, or Revenue ex-TAC(2),
        decreased 2% year-over-year, or increased 0.1% at constant currency, to
        $272 million, or 41% of revenue.
    --  Adjusted EBITDA(2) decreased 13% year-over-year, or 12% at constant
        currency, to $105 million, or 39% of Revenue ex-TAC.
    --  Cash flow from operating activities increased 8% year-over-year to $86
        million.
    --  Free Cash Flow(2) was $40 million.
    --  Net income decreased 20% year-over-year to $42 million.
    --  Adjusted net income per diluted share(2) decreased 31% year-over-year to
        $0.84.

Fiscal Year 2018

    --  Revenue increased 0.2% year-over-year, or decreased 1% at constant
        currency, to $2,300 million.
    --  Revenue ex-TAC increased 3% year-over-year, or 2% at constant currency,
        to $966 million, or 42% of revenue.
    --  Adjusted EBITDA increased 4% year-over-year, or 0.1% at constant
        currency, to $321 million, or 33% of Revenue ex-TAC.
    --  Cash flow from operating activities increased 6% year-over-year to $261
        million.
    --  Free Cash Flow was $135 million.
    --  Net income decreased 1% year-over-year to $96 million.
    --  Adjusted net income per diluted share decreased 8% year-over-year to
        $2.49.

"The recurring nature of our business reflects the great value our clients place in our performance," said JB Rudelle, CEO. "We are building on this trust to expand our client partnerships with new solutions."

"Our Q4 results mark an inflection point in our trajectory," commented Benoit Fouilland, CFO. "We expect to see positive momentum in 2019 driven by healthy fundamentals and our broader multi-solution platform."

Q4 2018 Operating Highlights

    --  Revenue ex-TAC from our new solutions represented over 13% of our total
        business, growing 54% year-over-year.
    --  Same-client Revenue ex-TAC(3 )was flat year-over-year at constant
        currency despite continued headwinds over the period.
    --  We grew clients 7% year-over-year, ending the quarter with close to
        19,500 commerce and brand clients, while maintaining client retention at
        close to 90% for our all our solutions combined.
    --  Our app business grew 54% year-over-year on a Revenue ex-TAC basis.
    --  We had 13% of our live clients using at least two of our solutions, up
        from only 4% in the prior year.
    --  Our header bidding technology is now connected to the vast majority of
        our direct publishers, with close to 3,500 large publishers now using
        Criteo Direct Bidder, compared to 2,600 at the end of Q3.

Revenue and Revenue ex-TAC

Q4 2018
Revenue decreased 1% year-over-year, or increased 1% at constant currency(1), to $670 million (Q4 2017: $674 million).

Revenue ex-TAC decreased 2% year-over-year, or increased 0.1% at constant currency, to $272 million (Q4 2017: $277 million). This year-over-year growth at constant currency was largely driven by a strong Holiday season across the U.S. and Europe, and was well balanced between the contribution of new clients and our existing clients, despite external headwinds. This return to growth at constant currency marks an inflection point in our growth trajectory.

    --  In the Americas, Revenue ex-TAC decreased 0.1% year-over-year, or
        increased 1% at constant currency, to $121 million and represented 45%
        of total Revenue ex-TAC.
    --  In EMEA, Revenue ex-TAC decreased 7% year-over-year, or 4% at constant
        currency, to $93 million and represented 34% of total Revenue ex-TAC.
    --  In Asia-Pacific, Revenue ex-TAC increased 5% year-over-year, or 6% at
        constant currency, to $58 million and represented 21% of total Revenue
        ex-TAC.

Revenue ex-TAC margin as a percentage of revenue decreased 50 basis points year-over-year to 41%.

Fiscal Year 2018
Revenue increased 0.2% year-over-year, or decreased 1% at constant currency, to $2,300 million (2017: $2,297 million).

Revenue ex-TAC increased 3% year-over-year, or 2% at constant currency, to $966 million (2017: $941 million). The year-over-year growth was primarily driven by the contribution of new clients, as the lower contribution of existing clients compared to 2017 was largely driven by significant external headwinds. Our growth in 2018 reflects the resilient and recurring nature of our business.

    --  In the Americas, Revenue ex-TAC increased 1% year-over-year, or 2% at
        constant currency, to $374 million and represented 39% of total Revenue
        ex-TAC.
    --  In EMEA, Revenue ex-TAC increased 3% year-over-year, and was flat at
        constant currency, to $368 million and represented 38% of total Revenue
        ex-TAC.
    --  In Asia-Pacific, Revenue ex-TAC increased 6% year-over-year, or 5% at
        constant currency, to $223 million and represented 23% of total Revenue
        ex-TAC.

Revenue ex-TAC margin as a percentage of revenue increased 100 basis points year-over-year to 42%.

Net Income and Adjusted Net Income

Q4 2018
Net income decreased 20% year-over-year to $42 million (Q4 2017: $52 million). Net income available to shareholders of Criteo S.A. was $38 million, or $0.57 per share on a diluted basis (Q4 2017: $53 million, or $0.78 per share on a diluted basis).

Adjusted net income, or net income adjusted to eliminate the impact 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 these adjustments, decreased 31% year-over-year to $56 million, or $0.84 per share on a diluted basis (Q4 2017: $82 million, or $1.21 per share on a diluted basis).

Fiscal Year 2018
Net income decreased 1% year-over-year to $96 million (2017: $97 million). Net income available to shareholders of Criteo S.A. was $89 million, or $1.31 per share on a diluted basis (2017: $91 million, or $1.34 per share on a diluted basis).

Adjusted net income decreased 8% year-over-year to $169 million, or $2.49 per share on a diluted basis (2017: $183 million, or $2.70 per share on a diluted basis).

Adjusted EBITDA and Operating Expenses

Q4 2018
Adjusted EBITDA decreased 13%, or 12% at constant currency, to $105 million (Q4 2017: $120 million). This decrease was primarily driven by the Revenue ex-TAC performance across regions as well as slightly higher Non-GAAP operating expenses, in particular in General & Administrative.

Adjusted EBITDA margin as a percentage of Revenue ex-TAC was 39% (Q4 2017: 43%).

Operating expenses decreased 2% year-over-year to $171 million (Q4 2017: $175 million), reflecting a flat headcount over the period and lower equity award compensation expense. Operating expenses, excluding the impact of equity awards compensation expense, pension costs, restructuring costs, depreciation and amortization and acquisition-related costs and deferred price consideration, which we refer to as Non-GAAP Operating Expenses, increased 6% year-over-year to $149 million (Q4 2017: $141 million).

Fiscal Year 2018
Adjusted EBITDA increased 4%, or 0.1% at constant currency, to $321 million (2017: $310 million). This increase was primarily driven by the Revenue ex-TAC performance across regions.

Adjusted EBITDA margin as a percentage of Revenue ex-TAC was 33% (2017: 33%).

Operating expenses increased 1% year-over-year to $687 million (2017: $682 million), reflecting a flat headcount over the period and lower equity award compensation expense. Non-GAAP Operating Expenses increased 2% year-over-year to $581 million (2017: $566 million).

Cash Flow and Cash Position

Q4 2018
Cash flow from operating activities increased 8% year-over-year to $86 million (Q4 2017: $79 million). Free Cash Flow, 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, decreased 25% year-over-year to $40 million (Q4 2017: $54 million).

Total cash and cash equivalents decreased $50 million compared to the end of 2017 to $364 million. This is the net result of the free cash flow generation over the period, offset by our acquisitions of both Storetail and Manage, the completion of our $80 million share buyback program and a $21 million negative currency impact on the cash position over the period.

Fiscal Year 2018
Cash flow from operating activities increased 6% year-over-year to $261 million (2017: $245 million).

Free Cash Flow decreased 1% year-over-year to $135 million (2017: $137 million).

Successful completion of a $80 million Share Repurchase Program

Demonstrating our confidence in our ability to achieve our vision over the medium-term and to return to growth while continuing to generate healthy Free Cash Flow, we had announced on October 31, 2018, that our Board of Directors had authorized a share repurchase program of up to $80 million of our outstanding American Depositary Shares.

We successfully completed this $80 million program in the fourth quarter of 2018 and, in total, repurchased 3,499,258 shares at an average price of $22.86, including expenses, under the program.

Business Outlook

The following forward-looking statements reflect Criteo's expectations as of February 13, 2019.

First Quarter 2019 Guidance:

    --  We expect Revenue ex-TAC to be between $233 million and $235 million.
        This implies year-over-year growth of 1% to 2% at constant-currency.
    --  We expect Adjusted EBITDA to be between $59 million and $61 million.

Fiscal Year 2019 Guidance:

    --  We expect Revenue ex-TAC for fiscal year 2019 to grow between 3% and 6%
        at constant currency.
    --  We expect Adjusted EBITDA margin for fiscal year 2019 to be
        approximately 30% of Revenue ex-TAC.

The above guidance for the first quarter ending March 31, 2019, and the fiscal year ending December 31, 2019, assumes the following average exchange rates for the main currencies impacting our business: a U.S. dollar-euro rate of 0.88, a U.S. dollar-Japanese Yen rate of 109, a U.S. dollar-British pound rate of 0.78 and a U.S. dollar-Brazilian real rate of 3.75.

The above guidance assumes no acquisitions are completed during the first quarter ending March 31, 2019 and the fiscal year ending December 31, 2019.

Reconciliation of Revenue ex-TAC and Adjusted EBITDA guidance to the closest corresponding U.S. GAAP measure is not available without unreasonable efforts on a forward-looking basis due to the high variability, complexity and low visibility with respect to the charges excluded from these non-GAAP measures; in particular, the measures and effects of equity awards compensation expense specific to equity compensation awards that are directly impacted by unpredictable fluctuations in our share price. We expect the variability of the above charges to have a significant, and potentially unpredictable, impact on our future U.S. GAAP financial results.

Non-GAAP Financial Measures

This press release and its attachments include the following financial measures defined as non-GAAP financial measures by the U.S. Securities and Exchange Commission (the "SEC"): Revenue ex-TAC, Revenue ex-TAC by Region, Revenue ex-TAC margin, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, Adjusted Net Income per diluted share, Free Cash Flow and Non-GAAP Operating Expenses. These measures are not calculated in accordance with U.S. GAAP.

Revenue ex-TAC is our revenue excluding Traffic Acquisition Costs ("TAC") generated over the applicable measurement period and Revenue ex-TAC by Region reflects our Revenue ex-TAC by our geographies. Revenue ex-TAC, Revenue ex-TAC by Region and Revenue ex-TAC margin are key measures used by our management and board of directors to evaluate our 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 business and across our geographies. Accordingly, we believe that Revenue ex-TAC, Revenue ex-TAC by Region and Revenue ex-TAC margin provide useful information to investors and the market generally in understanding and evaluating our operating results in the same manner as our management and board of directors.

Adjusted EBITDA is 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 and Adjusted EBITDA margin are key measures 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? and long-term operational plans. In particular, we believe that by eliminating equity awards compensation expense, pension service costs, restructuring costs, acquisition-related costs and deferred price consideration, Adjusted EBITDA and Adjusted EBITDA margin can provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Adjusted EBITDA and Adjusted EBITDA margin provide useful information to investors and the market generally in understanding and evaluating our results of operations in the same manner as our management and board of directors.

Adjusted Net Income is our net income adjusted to eliminate the impact 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 these adjustments. Adjusted Net Income and Adjusted Net Income per diluted share 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 by eliminating equity awards compensation expense, amortization of acquisition-related intangible assets, acquisition-related costs and deferred price consideration, restructuring costs and the tax impact of these adjustments, Adjusted Net Income and Adjusted Net Income per diluted share can provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Adjusted Net Income and Adjusted Net Income per diluted share provide useful information to investors and the market generally in understanding and evaluating our results of operations in the same manner as our management and board of directors.

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. Free Cash Flow is a key measure used by our management and board of directors to evaluate the Company's ability to generate cash. Accordingly, we believe that Free Cash Flow permits a more complete and comprehensive analysis of our available cash flows.

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 the Company uses to provide its quarterly and annual business outlook to the investment community.

Please refer to the supplemental financial tables provided in the appendix of this press release for a reconciliation of Revenue ex-TAC to revenue, Revenue ex-TAC by Region to revenue by region, Adjusted EBITDA to net income, Adjusted Net Income to net income, Free Cash Flow to cash flow from operating activities, and Non-GAAP Operating Expenses to operating expenses, in each case, the most comparable U.S. GAAP measure. Our use of non-GAAP financial measures has limitations as an analytical tool, and you should not consider such non-GAAP measures in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Some of these limitations are: 1) other companies, including companies in our industry which have similar business arrangements, may address the impact of TAC differently; and 2) other companies may report Revenue ex-TAC, Revenue ex-TAC by Region, Adjusted EBITDA, Adjusted Net Income, Free Cash Flow, Non-GAAP Operating Expenses or similarly titled measures but calculate them differently or over different regions, which reduces their usefulness as comparative measures. Because of these and other limitations, you should consider these measures alongside our U.S. GAAP financial results, including revenue and net income.

Forward-Looking Statements Disclosure

This press release contains forward-looking statements, including projected financial results for the quarter ending March 31, 2019 and the fiscal year ending December 31, 2019, our expectations regarding our market opportunity and future growth prospects and other statements that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially. Factors that might cause or contribute to such differences include, but are not limited to: failure related to our technology and our ability to respond to changes in technology, uncertainty regarding our ability to access a consistent supply of internet display advertising inventory and expand access to such inventory, investments in new business opportunities and the timing of these investments, whether the projected benefits of acquisitions materialize as expected, uncertainty regarding international growth and expansion, the impact of competition, uncertainty regarding legislative, regulatory or self-regulatory developments regarding data privacy matters and the impact of efforts by other participants in our industry to comply therewith, failure to enhance our brand cost-effectively, recent growth rates not being indicative of future growth, our ability to manage growth, potential fluctuations in operating results, our ability to grow our base of clients, and the financial impact of maximizing Revenue ex-TAC, as well as risks related to future opportunities and plans, including the uncertainty of expected future financial performance and results and those risks detailed from time-to-time under the caption "Risk Factors" and elsewhere in the Company's SEC filings and reports, including the Company's Annual Report on Form 10-K filed with the SEC on March 1, 2018, including the Risk Factors set forth therein and the exhibits thereto, the Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed with the SEC on May 4, 2018, and the Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, filed with the SEC on August 2, the Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, filed with the SEC on November 5, 2018, as well as future filings and reports by the Company. Except as required by law, the Company undertakes no duty or obligation to update any forward-looking statements contained in this release as a result of new information, future events, changes in expectations or otherwise.

Conference Call Information

Criteo's earnings conference call will take place today, February 13, 2019, at 8:00 AM ET, 2:00 PM CET. The conference call will be webcast live on the Company's website http://ir.criteo.com and will be available for replay.

Conference call details:

    --  U.S. callers: +1 855 209 8212
    --  International callers: +1 412 317 0788 or +33 1 76 74 05 02

Please ask to be joined into the "Criteo S.A." call.

About Criteo

Criteo (NASDAQ: CRTO) is the advertising platform for the open Internet, an ecosystem that favors neutrality, transparency and inclusiveness. 2,700 Criteo team members partner with over 19,000 customers and thousands of publishers around the globe to deliver effective advertising across all channels, by applying advanced machine learning to unparalleled data sets. Criteo empowers companies of all sizes with the technology they need to better know and serve their customers. For more information, please visit www.criteo.com.




                        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.

Contacts

Criteo Investor Relations
Edouard Lassalle, VP, Head of IR, e.lassalle@criteo.com
Friederike Edelmann, IR Director, f.edelmann@criteo.com

Criteo Public Relations
Isabelle Leung-Tack, VP, Global Communications, i.leungtack@criteo.com
Kenya Hayes, Director, Global Public Relations, k.hayes@criteo.com

Financial information to follow


                                                                                                                  
              
                CRITEO S.A.


                                                                                                  
              
                Consolidated Statement of Financial Position


                                                                                                     
              
                (U.S. dollars in thousands, unaudited)




                                                                                                                                                                       December 31, 2017                          December 31, 2018




              Assets



              Current assets:



              Cash and cash equivalents                                                                                                                                                   $
       414,111                           $
       364,426



              Trade receivables, net of allowances of $20.8 million and                                                                                                         484,101                  473,901
                                                                                         $25.9 million at December 31, 2017 and 2018, respectively.



              Income taxes                                                                                                                                                        8,882                   19,370



              Other taxes                                                                                                                                                        58,346                   53,338



              Other current assets                                                                                                                                               26,327                   22,816




              Total current assets                                                                                                                                              991,767                  933,851




              Property, plant and equipment, net                                                                                                                                161,738                  184,013



              Intangible assets, net                                                                                                                                             96,223                  112,036



              Goodwill                                                                                                                                                          236,826                  312,881



              Non-current financial assets                                                                                                                                       19,525                   20,460



              Deferred tax assets                                                                                                                                                25,221                   33,894



                  Total non-current assets                                                                                                                                      539,533                  663,284




              Total assets                                                                                                                                                              $
       1,531,300                         $
       1,597,135






              Liabilities and shareholders' equity



              Current liabilities:



              Trade payables                                                                                                                                                              $
       417,032                           $
       425,376



              Contingencies                                                                                                                                                       1,798                    2,640



              Income taxes                                                                                                                                                        9,997                    7,725



              Financial liabilities - current portion                                                                                                                             1,499                    1,018



              Other taxes                                                                                                                                                        58,783                   55,592



              Employee - related payables                                                                                                                                        66,219                   65,878



              Other current liabilities                                                                                                                                          65,677                   47,115




              Total current liabilities                                                                                                                                         621,005                  605,344




              Deferred tax liabilities                                                                                                                                            2,497                   10,770



              Retirement benefit obligation                                                                                                                                       5,149                    5,537



              Financial liabilities - non-current portion                                                                                                                         2,158                    2,490



              Other non-current liabilities                                                                                                                                       2,793                    5,103




                  Total non-current liabilities                                                                                                                                  12,597                   23,900




              Total liabilities                                                                                                                                                 633,602                  629,244




              Commitments and contingencies



              Shareholders' equity:



              
                Common shares, EUR0.025 par value, 66,085,097 and 67,708,203                                                                                           2,152                    2,201
    shares authorized, issued and outstanding at December 31, 2017
    and 2018, respectively.



              Treasury stock, 3,459,119 shares at cost as of December 31, 2018                                                                                                                         (79,159)



              Additional paid-in capital                                                                                                                                        591,404                  663,281



              Accumulated other comprehensive income (loss)                                                                                                                    (12,241)                (30,522)



              Retained earnings                                                                                                                                                 300,210                  387,869



              Equity - attributable to shareholders of Criteo S.A.                                                                                                              881,525                  943,670




              Non-controlling interests                                                                                                                                          16,173                   24,221




              Total equity                                                                                                                                                      897,698                  967,891




              Total equity and liabilities                                                                                                                                              $
       1,531,300                         $
       1,597,135


                                                                                                                              
              
                CRITEO S.A.


                                                                                                                    
              
                Consolidated Statement of Income


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




                                                                                  Three Months Ended                                                                              Twelve Months Ended



                                                                   
            
           December 31,                                                             
              
                December 31,


                                                                  2017                        2018                        YoY                                        2017                        2018             YoY
                                                                                                                     Change                                                                                Change






     Revenue                                                          $
         674,031                                          $
              670,096                                   (1)                               $
          2,296,692              $
        2,300,314   0.2

                                                                                                                                                                                     %                                                                                %





     Cost of revenue



     Traffic acquisition cost                               (397,087)                               (398,238)                                            0.3                             (1,355,556)                        (1,334,334)         (2)

                                                                                                                                                            %                                                                                    %



     Other cost of revenue                                   (31,727)                                (38,807)                                             22                               (121,641)                         (131,744)           8
                                                                                                                                                            %                                                                                    %





     Gross profit                                             245,217                                  233,051                                             (5)
                                                                                                                                                                                                                                                 %
                                                                                                                                                            %                                819,495                            834,236            2






     Operating expenses:



     Research and development expenses                       (46,933)                                (44,605)                                            (5)
                                                                                                                                                                                                                                                 %
                                                                                                                                                            %                              (173,925)                         (179,263)           3



     Sales and operations expenses                           (96,834)                                (93,806)                                            (3)                              (380,649)                         (372,707)         (2)

                                                                                                                                                            %                                                                                    %



     General and administrative expenses                     (30,934)                                (32,461)                                              5                               (127,077)                         (135,159)           6
                                                                                                                                                            %                                                                                    %




     Total Operating expenses                               (174,701)                               (170,872)                                            (2)
                                                                                                                                                                                                                                                 %
                                                                                                                                                            %                              (681,651)                         (687,129)           1




     Income from operations                                    70,516                                   62,179                                            (12)
                                                                                                                                                                                                                                                 %
                                                                                                                                                            %                                137,844                            147,107            7




     Financial income (expense), net                          (2,221)                                 (1,746)                                           (21)                                (9,534)                           (5,084)        (47)

                                                                                                                                                            %                                                                                    %




     Income before taxes                                       68,295                                   60,433                                            (12)
                                                                                                                                                                                                                                                 %
                                                                                                                                                            %                                128,310                            142,023           11




     Provision for income taxes                              (15,927)                                (18,299)                                             15                                (31,651)                          (46,144)          46
                                                                                                                                                            %                                                                                    %




     Net Income                                                        $
         52,368                                           $
              42,134                                  (20)                                  $
          96,659                 $
        95,879   (1)

                                                                                                                                                                                     %                                                                                %





      Net income available to shareholders of Criteo S.A.               $
         53,030                                           $
              37,966                                                    $
           91,214                    $
        88,644



      Net income available to non-controlling interests                  $
         (662)                                           $
              4,168                                                     $
           5,445                     $
        7,235





      Weighted average shares outstanding used in computing
       per share amounts:



     Basic                                                 65,919,533                               66,220,030                                                               65,143,036                    66,456,890



     Diluted                                               67,770,156                               67,043,794                                                               67,851,971                    67,662,904




      Net income allocated  to shareholders per share:



     Basic                                                               $
         0.80                                             $
              0.57                                                      $
           1.40                      $
        1.33




     Diluted                                                             $
         0.78                                             $
              0.57                                                      $
           1.34                      $
        1.31


                                                                                                                 
            
                CRITEO S.A.


                                                                                                            
      
              Consolidated Statement of Cash Flows


                                                                                                           
      
              (U.S. dollars in thousands, unaudited)




                                                                             Three Months Ended                                                                 Twelve Months Ended



                                                                
           
           December 31,                           YoY                      
              
           December 31,         YoY
                                                                                                                    Change                                                           Change



                                                               2017                       2018                                2017                               2018






     Net income                                                     $
        52,368                                $
            42,134                                 (20)                 $
            96,659                  $
        95,879   (1)
                                                                                                                                                                   %
                                                                                                                                                                                                                                      %



      Non-cash and non-operating items                       65,811                                 61,499                                     (7)                          212,254              221,481             4
                                                                                                                                               %                                                                 %



                 -Amortization and provisions                31,344                                 32,785                                       5                           104,025              111,825             7
                                                                                                                                               %                                                                 %


                 -Equity awards compensation expense (1)     19,725                                 10,267                                    (48)                           71,612               66,600           (7)
                                                                                                                                               %
                                                                                                                                                                                                                 %


                 - Net gain or (loss) on disposal of non-
                  current assets                                794                                  (869)                          
              NM                              794                (869)     
         NM


                 - Interest accrued and non-cash                 59                                     20                                    (66)                               66                   86            30
                  financial income and expense                                                                                                 %                                                                 %


                 -Change in deferred taxes                    7,300                                  1,184                                    (84)                         (13,269)             (8,157)         (39)
                                                                                                                                               %
                                                                                                                                                                                                                 %


                 -Income tax for the period                   8,628                                 17,115                                      98                            44,921               54,301            21
                                                                                                                                               %                                                                 %



                - Other (2)                                (2,039)                                   997                           
              NM                            4,105              (2,305)     
         NM



      Changes in working capital related to                (20,513)                               (7,162)                                   (65)
       operating activities                                                                                                                    %                          (7,095)              10,411      
         NM



                 -(Increase)/decrease in trade            (112,127)                             (113,019)                                       1
                  receivables                                                                                                                  %                         (76,907)               1,358      
         NM


                 -Increase in trade payables                 64,199                                 85,646                                      33                            32,915                9,047          (73)
                                                                                                                                               %
                                                                                                                                                                                                                 %


                 -(Increase)/decrease in other current      (9,962)                               (1,576)                                   (84)
                  assets                                                                                                                       %                          (3,381)               3,974      
         NM


                 -Increase/(decrease) in other current       37,377                                 21,787                                    (42)
                  liabilities (2)                                                                                                              %                           40,278              (3,968)     
         NM




     Income taxes paid                                    (18,664)                              (10,871)                                   (42)                         (56,360)            (67,045)           19
                                                                                                                                               %                                                                 %




     CASH FROM OPERATING ACTIVITIES                         79,002                                 85,600                                       8                           245,458              260,726             6
                                                                                                                                               %                                                                 %



      Acquisition of intangible assets,                    (47,928)                              (30,064)                                   (37)                        (122,203)           (116,984)          (4)
       property, plant and equipment                                                                                                           %
                                                                                                                                                                                                                 %


      Change in accounts payable related to
       intangible assets, property, plant and
       equipment                                             22,452                               (15,344)                          
              NM                           13,692              (8,494)     
         NM


      Disposal of (Payments for) business, net
       of cash acquired (disposed)                             (15)                              (52,269)                          
              NM                            1,110            (101,180)     
         NM


      Change in other non-current financial
       assets                                                    31                                   (56)                          
              NM                            1,148                 (59)     
         NM



      CASH USED FOR INVESTING ACTIVITIES                   (25,460)                              (97,733)                          
              NM                        (106,253)           (226,717)     
         NM



      Issuance of long-term borrowings                           26                                                                         (100)                            3,700                             (100)

                                                                                                                                               %                                                                 %



     Repayment of borrowings (3)                           (5,838)                                 (243)                                   (96)                         (89,731)               (964)         (99)
                                                                                                                                               %
                                                                                                                                                                                                                 %



     Proceeds from capital increase                          2,342                                    699                                    (70)                           31,961                1,473          (95)
                                                                                                                                               %
                                                                                                                                                                                                                 %


      Change in other financial liabilities (2)               9,256                                    141                                    (98)                           24,602               16,815          (32)
                                                                                                                                               %
                                                                                                                                                                                                                 %



     Change in treasury stock                                                                   (80,000)                                                     %                              (80,000)                       %


      CASH FROM (USED FOR) FINANCING ACTIVITIES               5,786                               (79,403)                          
              NM                         (29,468)            (62,676)          113

                                                                                                                                                                                                                 %





      CHANGE IN NET CASH AND CASH EQUIVALENTS                59,328                               (91,536)                          
              NM                          109,737             (28,667)     
         NM



      Net cash and cash equivalents at                      357,983                                458,690                                      28                           270,317              414,111            53
       beginning of period                                                                                                                     %                                                                 %


      Effect of exchange rates changes on cash              (3,200)                               (2,728)                                   (15)
       and cash equivalents (2)                                                                                                                %                           34,057             (21,018)     
         NM



      Net cash and cash equivalents at end of                       $
        414,111                               $
            364,426                                 (12)                $
            414,111                 $
        364,426  (12)
       period                                                                                                                                                      %
                                                                                                                                                                                                                                      %



                            (1) Of which $19.2 million and $9.8
                             million of equity awards
                             compensation expense consisted of
                             share-based compensation expense
                             according to ASC 718 Compensation -
                              stock compensation for the quarter
                              ended December 31, 2017 and 2018,
                             respectively, and $69.9 million and
                             $65.1 million for the twelve month
                             period ended December 31, 2017 and
                             2018, respectively.




                            (2) During the quarter ended
                             December 31, 2017 and 2018,
                             respectively, and the twelve months
                             ended December 31, 2017, and 2018,
                             respectively, 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 quarter
                             ended December 31, 2017 and 2018
                             amounted to $0.5 million and $0.2
                             million, respectively and for the
                             twelve months ended December 31,
                             2017 and 2018 amounted to $2.9
                             million and $1.4 million,
                             respectively.


                                                                                              
              
                CRITEO S.A.


                                                                           
            
          Reconciliation of Cash from Operating Activities to Free Cash Flow


                                                                                      
         
                (U.S. dollars in thousands, unaudited)




                                            Three Months Ended                                                                 Twelve Months Ended



                                
            
        December 31,                      YoY                     
              
                December 31,                     YoY
                                                                             Change                                                                           Change



                                    2017                    2018                                   2017                                  2018





     CASH FROM OPERATING                 $
      79,002                                     $
          85,600                                       8                        $
          245,458          $
      260,726      6
      ACTIVITIES
                                                                                                                                           %                                                               %



     Acquisition of intangible  (47,928)                         (30,064)                                        (37)                           (122,203)                (116,984)      (4)
      assets, property, plant
      and equipment                                                                                                 %                                                                     %


     Change in accounts payable
      related to intangible
      assets, property, plant
      and equipment               22,452                          (15,344)                               
              NM                              13,692                   (8,494)  
        NM



     FREE CASH FLOW (1)                  $
      53,526                                     $
          40,192                                    (25)                       $
          136,947          $
      135,248    (1)

                                                                                                                                           %                                                               %



                            (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                                                                                               Twelve Months Ended



                                           
            
         December 31,                                                                            
              
                December 31,


                                Region      2017                      2018                   YoY                              YoY                             2017                   2018                       YoY                  YoY
                                                                                      Change                 Change at                                                                                   Change     Change at
                                                                                                             Constant                                                                                               Constant
                                                                                                             Currency                                                                                               Currency

                                                                                                                                                                                                                                 ---


     Revenue


        
              Americas                      $
       324,696                                    $
     317,350                                         (2)                                (1)                               $
          990,424            $
      954,073             (4)      (3)

                                                                                                                                                    %                                  %                                                                                  %        %


        
              EMEA                  221,019                              220,904                                       (0.1)                                  4                            808,961                            839,825        4
                                                                                                                                                                 %                                                                                                %
                                                                                                                              %                                                                                                              %                    1


        
              Asia-Pacific          128,316                              131,842                                           3                                   4                            497,307                            506,416        2
                                                                                                                              %                                  %                                                                                                %
                                                                                                                                                                                                                                             %                    1



        
              Total                 674,031                              670,096                                         (1)                                  1                          2,296,692                          2,300,314      0.2                   (1)
                                                                                                                                                                 %
                                                                                                                              %                                                                                                              %                    %





      Traffic acquisition costs


        
              Americas            (203,368)                           (196,168)                                         (4)                                (3)                         (619,393)                         (579,597)     (6)                  (6)

                                                                                                                              %                                  %                                                                           %                    %


        
              EMEA                (120,662)                           (128,053)                                           6                                  10                          (450,297)                         (471,654)       5
                                                                                                                              %                                  %                                                                                                %
                                                                                                                                                                                                                                             %                    2


        
              Asia-Pacific         (73,057)                            (74,017)                                          1                                   2                          (285,866)                         (283,083)     (1)                  (2)
                                                                                                                              %                                  %
                                                                                                                                                                                                                                             %                    %



        
              Total               (397,087)                           (398,238)                                         0.3                                   2                        (1,355,556)                       (1,334,334)     (2)                  (2)
                                                                                                                                                                 %
                                                                                                                              %                                                                                                              %                    %






     Revenue ex-TAC (1)


        
              Americas              121,328                              121,182                                       (0.1)                                  1                            371,031                            374,476        1
                                                                                                                                                                 %                                                                                                %
                                                                                                                              %                                                                                                              %                    2


        
              EMEA                  100,357                               92,851                                         (7)                                (4)                           358,664                            368,171        3

                                                                                                                              %                                  %                                                                           %                                
      %


        
              Asia-Pacific           55,259                               57,825                                           5                                   6                            211,441                            223,333        6
                                                                                                                              %                                  %                                                                                                %
                                                                                                                                                                                                                                             %                    5



        
              Total                         $
       276,944                                    $
     271,858                                         (2)                                0.1                                $
          941,136            $
      965,980               3
                                                                                                                                                                                                                                                                                   %
                                                                                                                                                    %                                  %                                                                                  %        2



                            (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                                     
              
                Twelve Months Ended



                                                
             
          December 31,                   YoY                     
              
                December 31,                 YoY

                                                                                             Change                                                                       Change



                                                    2017                         2018                             2017                                    2018




     Net income                                           $
        52,368                                $
          42,134                                      (20)                   $
      96,659                  $
      95,879   (1)
                                                                                                                                                            %                                                            %



     Adjustments:


      Financial (income) expense, net              2,221                               1,746                                      (21)                             9,534                5,084          (47)
                                                                                                                                   %                                                                  %



      Provision for income taxes                  15,927                              18,299                                        15                             31,651               46,144            46
                                                                                                                                   %                                                                  %



      Equity awards compensation                  20,464                              10,267                                      (50)                            72,351               67,076           (7)
       expense                                                                                                                     %                                                                  %



                     Research and development      6,355                               5,005                                      (21)                            21,093               21,232             1
                                                                                                                                   %                                                                  %


                         Sales and operations      8,377                               5,793                                      (31)                            31,386               29,244           (7)
                                                                                                                                   %                                                                  %


                   General and administrative      5,732                               (531)                            
              NM                            19,872               16,600          (16)
                                                                                                                                                                                                      %




     Pension service costs                          321                                 419                                        31                              1,231                1,691            37
                                                                                                                                   %                                                                  %



                     Research and development        162                                 204                                        26                                621                  844            36
                                                                                                                                   %                                                                  %


                         Sales and operations         63                                  88                                        40                                247                  325            32
                                                                                                                                   %                                                                  %


                   General and administrative         96                                 127                                        32                                363                  522            44
                                                                                                                                   %                                                                  %



      Depreciation and amortization               24,570                              30,675                                        25                             90,796              103,500            14
       expense                                                                                                                     %                                                                  %



                              Cost of revenue     15,575                              20,477                                        31                             53,988               67,347            25
                                                                                                                                   %                                                                  %


                     Research and development      2,369                               3,412                                        44                             11,226               10,602          (6)%
                                                                                                                                   %                                                                  %


                         Sales and operations      4,856                               4,831                                       (1)                            19,844               18,245           (8)
                                                                                                                                   %                                                                  %


                   General and administrative      1,770                               1,955                                        10                              5,738                7,306            27
                                                                                                                                   %                                                                  %



      Acquisition-related costs                                                       1,222                                                        %                  6                1,738     
          NM



                   General and administrative                                         1,222                                                        %                  6                1,738     
          NM




     Restructuring                                4,057                                                                        (100)

                                                                                                                                   %                             7,356                 (53)    
          NM



                              Cost of revenue                                                                                                     %              2,497                             (100)

                                                                                                                                                                                                      %


                     Research and development      2,911                                                                        (100)

                                                                                                                                   %                             2,911                (332)    
          NM


                         Sales and operations      1,135                                                                        (100)
                                                                                                                                                                                                      %
                                                                                                                                   %                             1,825                  290          (84)


                   General and administrative         11                                                                        (100)

                                                                                                                                   %                               123                 (11)    
          NM




     Total net adjustments                       67,560                              62,628                                       (7)                           212,925              225,180             6
                                                                                                                                   %                                                                  %




     Adjusted EBITDA(1)                                  $
        119,928                               $
          104,762                                      (13)                  $
      309,584                 $
      321,059     4
                                                                                                                                                            %                                                            %



                            (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                                                                             Twelve Months Ended



                                                       
          
            December 31,                                  YoY                      
              
                December 31,            YoY
                                                                                                                  Change                                                                   Change



                                                     2017                                  2018                                                        2017                    2018





     Research and Development                              $
        (46,933)                                 $
              (44,605)                                      (5)                 $
            (173,925)               $
      (179,263)  3
      expenses
                                                                                                                                                                      %                                                                  %



                     Equity awards compensation     6,355                                   5,005                                           (21)                                21,093                  21,232            1
                                        expense
                                                                                                                                             %                                                                        %


                  Depreciation and Amortization     2,369                                   3,412                                             44                                 11,226                  10,602          (6)
                                        expense                                                                                              %
                                                                                                                                                                                                                      %


                          Pension service costs       162                                     204                                             26                                    621                     844           36
                                                                                                                                             %
                                                                                                                                                                                                                      %


                                  Restructuring     2,911                                                                                 (100)

                                                                                                                                             %                                 2,911                   (332)    
         NM



     Non GAAP -Research and                      (35,136)                               (35,984)                                           2.4                              (138,074)              (146,917)           6
      Development expenses
                                                                                                                                             %                                                                        %



     Sales and Operations expenses               (96,834)                               (93,806)                                           (3)                             (380,649)              (372,707)         (2)

                                                                                                                                             %                                                                        %


                     Equity awards compensation     8,377                                   5,793                                           (31)                                31,386                  29,244          (7)
                                        expense
                                                                                                                                             %                                                                        %


                  Depreciation and Amortization     4,856                                   4,831                                            (1)                                19,844                  18,245          (8)
                                        expense
                                                                                                                                             %                                                                        %


                          Pension service costs        63                                      88                                             40                                    247                     325           32
                                                                                                                                             %
                                                                                                                                                                                                                      %


                                  Restructuring     1,135                                                                                 (100)                                 1,825                     290         (84)

                                                                                                                                             %                                                                        %



     Non GAAP -Sales and                         (82,403)                               (83,094)                                             1                              (327,347)              (324,603)         (1)
      Operations expenses                                                                                                                    %
                                                                                                                                                                                                                      %



     General and Administrative                  (30,934)                               (32,461)                                             5                              (127,077)              (135,159)           6
      expenses                                                                                                                               %
                                                                                                                                                                                                                      %


                     Equity awards compensation     5,732                                   (531)                                 
              NM                                19,872                  16,600         (16)
                                        expense
                                                                                                                                                                                                                      %


                  Depreciation and Amortization     1,770                                   1,955                                             10                                  5,738                   7,306           27
                                        expense                                                                                              %
                                                                                                                                                                                                                      %


                          Pension service costs        96                                     127                                             32                                    363                     522           44
                                                                                                                                             %
                                                                                                                                                                                                                      %


                      Acquisition related costs                                            1,222                                                             %                      6                   1,738     
         NM


                                  Restructuring        11                                                                                 (100)

                                                                                                                                             %                                   123                    (11)    
         NM



     Non GAAP -General and                       (23,325)                               (29,688)                                            27                              (100,975)              (109,004)           8
      Operations expenses                                                                                                                    %
                                                                                                                                                                                                                      %



     Total Operating expenses                   (174,701)                              (170,872)                                            (2)                             (681,651)              (687,129)           1

                                                                                                                                             %                                                                        %



                     Equity awards compensation    20,464                                  10,267                                           (50)                                72,351                  67,076          (7)
                                        expense
                                                                                                                                             %                                                                        %


                  Depreciation and Amortization     8,995                                  10,198                                             13                                 36,808                  36,153          (2)
                                        expense                                                                                              %
                                                                                                                                                                                                                      %


                          Pension service costs       321                                     419                                             31                                  1,231                   1,691           37
                                                                                                                                             %
                                                                                                                                                                                                                      %


                      Acquisition-related costs                                            1,222                                                             %                      6                   1,738     
         NM


                                  Restructuring     4,057                                                                                 (100)

                                                                                                                                             %                                 4,859                    (53)    
         NM



     Total Non GAAP Operating                             $
        (140,864)                                $
              (148,766)                                        6                  $
            (566,396)               $
      (580,524)  2
      expenses (1)                                                                                                                                                    %
                                                                                                                                                                                                                                         %



                            (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                                                        Twelve Months Ended



                                                   December 31,                  YoY                
             
                December 31,                     YoY
                                                                              Change                                                                     Change



                                          2017                   2018                          2017                                   2018



      Equity awards compensation
       expense


      Research and development                 $
      6,355                                $
       5,005                                     (21)                      $
      21,093                 $
     21,232      1
                                                                                                                                        %                                                               %


      Sales and operations               8,377                         5,793                                 (31)                                31,386               29,244           (7)
                                                                                                              %                                                                      %


      General and administrative         5,732                         (531)                        
             NM                                19,872               16,600          (16)
                                                                                                                                                                                     %


                    Total equity awards 20,464                        10,267                                 (50)                                72,351               67,076           (7)
                   compensation expense                                                                       %                                                                      %





      Pension service costs


      Research and development             162                           204                                   26                                    621                  844            36
                                                                                                              %                                                                      %


      Sales and operations                  63                            88                                   40                                    247                  325            32
                                                                                                              %                                                                      %


      General and administrative            96                           127                                   32                                    363                  522            44
                                                                                                              %                                                                      %


            Total pension service costs    321                           419                                   31                                  1,231                1,691            37
                                                                                                              %                                                                      %





      Depreciation and amortization
       expense



     Cost of revenue                   15,575                        20,477                                   31                                 53,988               67,347            25
                                                                                                              %                                                                      %


      Research and development           2,369                         3,412                                   44                                 11,226               10,602           (6)
                                                                                                              %                                                                      %


      Sales and operations               4,856                         4,831                                  (1)                                19,844               18,245           (8)
                                                                                                              %                                                                      %


      General and administrative         1,770                         1,955                                   10                                  5,738                7,306            27
                                                                                                              %                                                                      %


                 Total depreciation and 24,570                        30,675                                   25                                 90,796              103,500            14
                   amortization expense                                                                       %                                                                      %





      Acquisition-related costs


      General and administrative                                      1,222                                                   %                      6                1,738     
          NM


              Total acquisition-related
                                  costs                               1,222                                                   %                      6                1,738     
          NM






     Restructuring



     Cost of revenue                                                                                                        %                  2,497                             (100)

                                                                                                                                                                                     %


      Research and development           2,911                                                             (100)

                                                                                                              %                                 2,911                (332)    
          NM


      Sales and operations               1,135                                                             (100)
                                                                                                                                                                                     %
                                                                                                              %                                 1,825                  290          (84)


      General and administrative            11                                                             (100)

                                                                                                              %                                   123                 (11)    
          NM


                    Total restructuring        $
      4,057                     
           $                                               (100)

                                                                                                                                        %                       $
      7,356                   $
     (53)   
     NM


                                                                                                             
              
                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                                                                      Twelve Months Ended



                                          
            
          December 31,                       YoY                        
              
                December 31,                       YoY

                                                                                          Change                                                                                Change



                                              2017                      2018                                     2017                                       2018






     Net income                                   $
        52,368                                   $
              42,134                                         (20)                                  $
          96,659              $
        95,879   (1)

                                                                                                                                                              %                                                                             %



     Adjustments:


      Equity awards compensation            20,464                               10,267                                          (50)                                   72,351                              67,076       (7)
       expense
                                                                                                                                  %                                                                                    %


      Amortization of acquisition-           3,852                                4,996                                            30                                    17,731                              15,821      (11)
       related intangible assets                                                                                                  %
                                                                                                                                                                                                                       %


      Acquisition-related costs                                                  1,222                                                            %                         6                               1,738    
       NM


      Restructuring costs                    4,057                                                                     
              NM                                    7,356                                (53)   
       NM


      Tax impact of the above                1,088                              (2,218)                                
              NM                                 (10,792)                           (11,723)        9
       adjustments
                                                                                                                                                                                                                       %


      Total net adjustments                 29,461                               14,267                                          (52)                                   86,652                              72,859      (16)

                                                                                                                                  %                                                                                    %



      Adjusted net income(1)                       $
        81,829                                   $
              56,401                                         (31)                                 $
          183,311             $
        168,738   (8)

                                                                                                                                                              %                                                                             %





      Weighted average shares
       outstanding


                    
               - Basic 65,919,533                           66,220,030                                                                65,143,036                      66,456,890


                  
               - Diluted 67,770,156                           67,043,794                                                                67,851,971                      67,662,904




      Adjusted net income per share


                    
               - Basic              $
        1.24                                     $
              0.85                                         (31)                                    $
          2.81                $
        2.54  (10)

                                                                                                                                                              %                                                                             %



                  
               - Diluted              $
        1.21                                     $
              0.84                                         (31)                                    $
          2.70                $
        2.49   (8)

                                                                                                                                                              %                                                                             %



                            (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                                              
              
                Twelve Months Ended



                                         
         
            December 31,                                                     
              
                December 31,


                                       2017                       2018                     YoY                        2017                                    2018                       YoY
                                                                                      Change                                                                                      Change





     Revenue as reported                    $
       674,031                                       $
         670,096                                     (1)                                        $
         2,296,692          $
       2,300,314   0.2

                                                                                                                                                  %                                                                                   %


     Conversion impact U.S.
      dollar/other currencies                                  12,007                                                                                                (19,118)


     Revenue at constant            674,031                                   682,103                                    1                                 2,296,692                                  2,281,196    (1)
      currency(1)
                                                                                                                       %                                                                                        %





     Traffic acquisition costs    (397,087)                                (398,238)                                 0.3                               (1,355,556)                                (1,334,334)   (2)
      as reported
                                                                                                                       %                                                                                        %


     Conversion impact U.S.
      dollar/other currencies                                 (6,643)                                                                                                 10,433


     Traffic Acquisition Costs    (397,087)                                (404,881)                                   2                               (1,355,556)                                (1,323,901)   (2)
      at constant currency(1)
                                                                                                                       %                                                                                        %





     Revenue ex-TAC as              276,944                                   271,858                                  (2)                                  941,136                                    965,980      3
      reported(2)
                                                                                                                       %                                                                                        %


     Conversion impact U.S.
      dollar/other currencies                                   5,362                                                                                                 (8,686)


     Revenue ex-TAC at              276,944                                   277,220                                  0.1                                   941,136                                    957,294      2
      constant currency(2)
                                                                                                                       %                                                                                        %



     Revenue ex-
      TAC(2)/Revenue as
      reported                 41
            %                             41
            %                                                   41
            %                           42
            %




     Other cost of revenue as      (31,727)                                 (38,807)                                  22                                 (121,641)                                 (131,744)     8
      reported
                                                                                                                       %                                                                                        %


     Conversion impact U.S.
      dollar/other currencies                                   (237)                                                                                                  (114)


     Other cost of revenue at      (31,727)                                 (39,044)                                  23                                 (121,641)                                 (131,858)     8
      constant currency(1)
                                                                                                                       %                                                                                        %





     Adjusted EBITDA(3)             119,928                                   104,762                                 (13)                                  309,584                                    321,059      4

                                                                                                                       %                                                                                        %


     Conversion impact U.S.
      dollar/other currencies                                   1,305                                                                                                (11,271)


     Adjusted EBITDA(3) at                  $
       119,928                                       $
         106,067                                    (12)                                          $
         309,584            $
       309,788   0.1
      constant currency(1)
                                                                                                                                                  %                                                                                   %



     Adjusted
      EBITDA(3)/Revenue ex-
      TAC(2)                   43
            %                             39
            %                                                   33
            %                           33
            %


     Adjusted EBITDA(3) at
      constant
      currency(1)/Revenue ex-
      TAC(2) at constant
      currency(1)              43
            %                             38
            %                                                   33
            %                           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)


                                                Twelve Months Ended



                                                December 31,


                                       2017                 2018



        Shares
         outstanding as
         at January 1,           63,978,204           66,085,097


        Weighted
         average number
         of shares
         issued during
         the period               1,164,832              371,793


        Basic number of
         shares -Basic
         EPS basis               65,143,036           66,456,890

    ---

        Dilutive effect
         of share
         options,
         warrants,
         employee
         warrants -
         Treasury
         method                   2,708,935            1,206,014


        Diluted number
         of shares -
         Diluted EPS
         basis                   67,851,971           67,662,904

    ---



        Shares
         outstanding as
         of December
         31, before
         Treasury
         stocks                  66,085,097           67,708,203

    ---

        Treasury stock
         as of December
         31,                                        (3,459,119)


        Shares
         outstanding as
         of December
         31, after
         Treasury
         stocks                  66,085,097           64,249,084

    ---

        Total dilutive
         effect of
         share options,
         warrants,
         employee
         warrants                 7,591,493            8,259,272


        Fully diluted
         shares as of
         December 31,            73,676,590           72,508,356

    ---


                                                                                          
              
                CRITEO S.A.


                                                                          
              
         Supplemental Financial Information and Operating Metrics


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




                                        
     
           Q1  
     
           Q2   
     
              Q3    
         
                Q4     
              
                Q1     
       
           Q2     
     
           Q3     
      
           Q4             YoY              QoQ
                                                 2017           2017               2017                      2017                            2018                2018              2018               2018 Change          Change





                 Clients                       15,423         16,370             17,299                    18,118                          18,528              18,396            19,213             19,419              7%              1%




                 Revenue                      516,667        542,022            563,973                   674,031                         564,164             537,185           528,869            670,096            (1)%             27%



       Americas                              208,013        229,392            228,326                   324,696                         212,695             212,781           211,247            317,350            (2)%             50%



       EMEA                                  189,092        191,682            207,168                   221,019                         222,611             201,080           195,230            220,904          (0.1)%             13%



       APAC                                  119,562        120,948            128,479                   128,316                         128,858             123,324           122,392            131,842              3%              8%




                 TAC                        (306,693)     (322,200)         (329,576)                (397,087)                      (323,746)          (306,963)        (305,387)         (398,238)            0.3%              30%



       Americas                            (128,867)     (145,289)         (141,869)                (203,368)                      (131,521)          (125,502)        (126,406)         (196,168)            (4)%              55%



       EMEA                                (107,583)     (106,605)         (115,446)                (120,662)                      (119,893)          (112,577)        (111,131)         (128,053)              6%              15%



       APAC                                 (70,243)      (70,306)          (72,261)                 (73,057)                       (72,332)           (68,884)         (67,850)          (74,017)              1%               9%




                 Revenue ex-TAC               209,974        219,822            234,397                   276,944                         240,418             230,222           223,482            271,858            (2)%             22%



       Americas                               79,146         84,103             86,457                   121,328                          81,174              87,279            84,841            121,182          (0.1)%             43%



       EMEA                                   81,509         85,077             91,722                   100,357                         102,718              88,503            84,099             92,851            (7)%             10%



       APAC                                   49,319         50,642             56,218                    55,259                          56,526              54,440            54,542             57,825              5%            6.0%




                 Adjusted EBITDA               56,454         54,086             79,116                   119,928                          77,932              68,774            69,591            104,762           (13)%             51%




                 Cash flow from
                  operating activities         44,238         60,491             61,727                    79,002                          84,527              40,341            50,256             85,600              8%             70%




                 Capital expenditures          28,206         27,055             27,773                    25,476                          32,567              17,847            29,656             45,408             78%             53%




                 Capital expenditures /
                  Revenue                          5%            5%                5%                       4%                             6%                 3%               6%                7%             75%              17%




                 Net cash position            303,813        308,185            357,983                   414,111                         483,874             480,285           458,690            364,426           (12)%           (21)%




                 Headcount                      2,582          2,690              2,712                     2,764                           2,675               2,678             2,737              2,744            (1)%            0.3%




                 Days Sales Outstanding
                  (days -end of month)             56             57                 56                        57                              60                  61                60                 58            N.A.            N.A.

    ---

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SOURCE Criteo S.A.