UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

for the quarterly period ended ~~September 30, 2023~~March 31, 2024


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

for the transition period from _________ to _________

Commission file number: 001-36153

Criteo S.A.

(Exact name of registrant as specified in its charter)


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

32 Rue Blanche	Paris	France	75009
(Address of principal executive offices)			(Zip Code)

+33 1 75 85 09 39

(Registrant’s telephone number, including area code)

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

American Depositary Shares, each representing one Ordinary Share,
nominal value €0.025 per share

CRTO

Nasdaq Global Select Market

Ordinary Shares, nominal value €0.025 per share

Nasdaq Global Select Market

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

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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


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

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

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

As of ~~October 31, 2023~~,April 30, 2024, the registrant had ~~56,420,382~~56,687,497 ordinary shares, ~~nominal~~nominal value €0.025 per share, outstanding.

TABLE OF CONTENTS


PART I	FINANCIAL INFORMATION	2
Item 1	Unaudited Financial Statements as of ~~September~~ ~~30,2023~~March 31, 2024	2
	Condensed Consolidated Statements of Financial Position (Unaudited)	3
	Condensed Consolidated Statements of Income (Unaudited)	4
	Condensed Consolidated Statements of Comprehensive Income (Unaudited)	5
	Condensed Consolidated Statements of Shareholder's Equity (Unaudited)	6
	Condensed Consolidated Statements of Cash Flows (Unaudited)	87
	Notes to Condensed Consolidated Financial Statements (Unaudited)	98
Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	2829
Item 3	Quantitative and Qualitative Disclosures About Market Risk	4544
Item 4	Controls and Procedures	45
PART II	OTHER INFORMATION	46
~~PART II~~	~~OTHER INFORMATION~~	47
Item 1	Legal Proceedings	4746
Item 1A	Risk Factors	4746
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds ~~and Issuer Purchases of Equity Securities~~	58
Item 5	Other Information	58
Item 6	Exhibits	4948
Signatures		50

General

Except where the context otherwise requires, all references in this Quarterly Report on Form 10-Q ("Form 10-Q") to the "Company," "Criteo," "we," "us," "our" or similar words or phrases are to Criteo S.A. and its subsidiaries, taken together. In this Form 10-Q, references to "$" and "US$" are to United States dollars. Our unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles ~~generally accepted~~ in the United States of America, or ~~"U.S. GAAP.~~"GAAP."

Trademarks

“Criteo,” the Criteo logo and other trademarks or service marks of Criteo appearing in this Form 10-Q are the property of Criteo. Trade names, trademarks and service marks of other companies appearing in this Form 10-Q are the property of their respective holders.

Special Note Regarding Forward-Looking Statements

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

•~~the ongoing effect of inflation and rising interest rates in the U.S., including the macroeconomic effects, on our business, operations, cash flow and financial results;~~

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

•our ability to predict and adapt to changes in widely adopted industry platforms and other new technologies, including without limitation the proposed changes to and enhancements of the Chrome browser announced by Google;

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

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

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

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

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

•~~the effects of increased competition in our market;~~

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

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

•~~our ability to enhance our brand;~~

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

•~~our ability to effectively scale our technology platform;~~

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

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

•~~failures in our systems or infrastructure.~~

You should ~~also~~ refer to Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, ~~2022,~~2023, and to our subsequent quarterly reports on Form 10-Q for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. As a result of these factors, we cannot assure you that the forward-looking statements in this Form 10-Q will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame or at all. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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

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

PART I

Item 1. Financial Statements

CRITEO S.A.

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED)
September 30, 2023 December 31, 2022
(in thousands)
Assets
Current assets:
    Cash and cash equivalents 5 $ 194,857 $ 348,200
Trade receivables, net of allowances of $ 49.4 million and $ 47.8 million at September 30, 2023 and December 31, 2022, respectively 6 624,562 708,949
    Income taxes 14 29,916 23,609
    Other taxes 87,465 78,274
    Other current assets 7 42,052 51,866
    Restricted cash - current 5 75,000 25,000
    Marketable securities - current portion 5 21,091 25,098
    Total current assets 1,074,943 1,260,996
Property, plant and equipment, net 134,241 131,207
Intangible assets, net 174,029 175,983
Goodwill 2 518,655 515,140
Right of use assets - operating lease 9 112,178 102,176
Restricted cash - non-current 5 — 75,000
Marketable securities - non-current portion 5 15,891 —
Non-current financial assets 4,977 5,928
Other non-current assets 49,719 50,818
Deferred tax assets 56,010 31,646
    Total non-current assets 1,065,700 1,087,898
Total assets $ 2,140,643 $ 2,348,894
Liabilities and shareholders' equity
Current liabilities:
    Trade payables $ 668,550 $ 742,918
    Contingencies - current portion 16 1,608 65,759
    Income taxes 14 1,633 13,037
    Financial liabilities - current portion 5 672 219
    Lease liability - operating - current portion 9 35,296 31,003
    Other taxes 59,584 58,031
    Employee - related payables 100,483 85,569
    Other current liabilities 8 93,115 83,457
    Total current liabilities 960,941 1,079,993
Deferred tax liabilities 3,427 3,463
Defined benefit plans 10 4,034 3,708
Financial liabilities - non-current portion 5 74 74
Lease liability - operating - non-current portion 9 83,004 77,536
Contingencies - non-current portion 16 32,625 33,788
Other non-current liabilities 8 21,688 69,226
    Total non-current liabilities 144,852 187,795
Total liabilities 1,105,793 1,267,788
Commitments and contingencies
Shareholders' equity:
Common shares, €0.025 par value, 63,350,663 and 63,248,728 shares authorized, issued and outstanding at September 30, 2023 and December 31, 2022, respectively. 2,082 2,079
Treasury stock,7,094,574 and 5,985,104 shares at cost as of September 30, 2023 and December 31, 2022, respectively. (212,094) (174,293)
Additional paid-in capital 811,381 734,492
Accumulated other comprehensive loss (100,482) (91,890)
Retained earnings 504,346 577,653
Equity-attributable to shareholders of Criteo S.A. 1,005,233 1,048,041
Non-controlling interests 29,617 33,065
Total equity 1,034,850 1,081,106
Total equity and liabilities $ 2,140,643 $ 2,348,894


	Notes	March 31, 2024		December 31, 2023
		(in thousands)
Assets
Current assets:
Cash and cash equivalents	3	$	266,862	$	336,341
Trade receivables, net of allowances of $43.1 million and $43.3 million at March 31, 2024 and December 31, 2023, respectively.	4	610,676		775,589
Income taxes	12	1,912		2,065
Other taxes		142,630		109,306
Other current assets	5	50,131		48,291
Restricted cash - current	3	75,000		75,000
Marketable securities - current portion	3	11,226		5,970
Total current assets		1,158,437		1,352,562
Property, plant and equipment, net		116,798		126,494
Intangible assets, net		175,259		180,888
Goodwill		521,198		524,197
Right of use assets - operating lease	7	106,765		112,487

Marketable securities - non-current portion	3	10,811		16,575
Non-current financial assets		5,372		5,294
Other non-current assets	5	60,221		60,742
Deferred tax assets		51,389		52,680
Total non-current assets		1,047,813		1,079,357
Total assets		$	2,206,250	$	2,431,919

Liabilities and shareholders' equity
Current liabilities:
Trade payables		$	629,634	$	838,522
Contingencies - current portion	14	1,387		1,467
Income taxes	12	14,693		17,213
Financial liabilities - current portion	3	4,946		3,389
Lease liability - operating - current portion	7	31,848		35,398
Other taxes		92,768		66,659
Employee - related payables		123,293		113,287
Other current liabilities	6	96,410		104,552
Total current liabilities		994,979		1,180,487
Deferred tax liabilities		3,167		1,083
Defined benefit plans	8	4,357		4,123
Financial liabilities - non-current portion	3	76		77
Lease liability - operating - non-current portion	7	80,059		83,051
Contingencies - non-current portion	14	32,625		32,625
Other non-current liabilities	6	18,388		19,082
Total non-current liabilities		138,672		140,041
Total liabilities		1,133,651		1,320,528
Commitments and contingencies
Shareholders' equity:
Common shares, €0.025 par value, 61,181,001 and 61,165,663 shares authorized, issued and outstanding at March 31, 2024 and December 31, 2023, respectively.		2,024		2,023
Treasury stock, 6,617,119 and 5,400,572 shares at cost as of March 31, 2024 and December 31, 2023, respectively.		(204,363)		(161,788)
Additional paid-in capital		797,492		769,240
Accumulated other comprehensive loss		(96,763)		(85,326)
Retained earnings		543,092		555,456
Equity-attributable to shareholders of Criteo S.A.		1,041,482		1,079,605
Non-controlling interests		31,117		31,786
Total equity		1,072,599		1,111,391
Total equity and liabilities		$	2,206,250	$	2,431,919

The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.

CRITEO S.A.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


							Three Months Ended
							Three Months Ended
							Three Months Ended
	Notes														Notes				March 31, 2024			March 31, 2023
			(in thousands, except share per data)													(in thousands, except share per data)
					Three Months Ended				Nine Months Ended
		Notes			September 30, 2023		September 30, 2022		September 30, 2023		September 30, 2022
				(in thousands, except share per data)

Revenue
Revenue
Revenue	Revenue	11			$	469,193	$	446,921	$	1,383,143	$	1,452,578

Cost of revenue:	Cost of revenue:
Cost of revenue:
Cost of revenue:
Traffic acquisition costs
Traffic acquisition costs
Traffic acquisition costs	Traffic acquisition costs				(223,798)		(233,543)		(676,913)		(807,758)
Other cost of revenue	Other cost of revenue				(40,268)		(33,771)		(119,812)		(96,214)

Gross profit	Gross profit				205,127		179,607		586,418		548,606
Gross profit
Gross profit

Operating expenses:	Operating expenses:
Operating expenses:
Operating expenses:
Research and development expenses
Research and development expenses
Research and development expenses	Research and development expenses				(62,522)		(42,725)		(193,887)		(118,248)
Sales and operations expenses	Sales and operations expenses				(94,572)		(90,051)		(308,325)		(278,363)
General and administrative expenses	General and administrative expenses				(36,599)		(42,353)		(95,306)		(176,361)
Total operating expenses	Total operating expenses				(193,693)		(175,129)		(597,518)		(572,972)
Income (loss) from operations	Income (loss) from operations				11,434		4,478		(11,100)		(24,366)
Financial and Other income (expense)		13			(2,967)		3,485		2,008		23,927
Financial and Other income
Income (loss) before taxes	Income (loss) before taxes				8,467		7,963		(9,092)		(439)
Provision for income tax (expense) benefit	Provision for income tax (expense) benefit	14			(1,832)		(1,442)		1,685		(4,735)
Net Income (loss)	Net Income (loss)				$	6,635	$	6,521	$	(7,407)	$	(5,174)

Net income (loss) available to shareholders of Criteo S.A.	Net income (loss) available to shareholders of Criteo S.A.				$	6,927	$	6,579	$	(7,758)	$	(6,448)
Net income (loss) available to shareholders of Criteo S.A.
Net income (loss) available to shareholders of Criteo S.A.
Net income (loss) available to non-controlling interests	Net income (loss) available to non-controlling interests				$	(292)	$	(58)	$	351	$	1,274

Weighted average shares outstanding used in computing per share amounts:	Weighted average shares outstanding used in computing per share amounts:
Weighted average shares outstanding used in computing per share amounts:
Weighted average shares outstanding used in computing per share amounts:
Basic
Basic
Basic	Basic	15			56,297,666		60,318,114		56,173,218		60,431,597		13				55,149,622			56,256,082
Diluted	Diluted	15			60,172,953		63,235,811		56,173,218		60,431,597		Diluted	13				59,332,882			56,256,082

Net income (loss) allocated to shareholders per share:	Net income (loss) allocated to shareholders per share:
Net income (loss) allocated to shareholders per share:
Net income (loss) allocated to shareholders per share:
Basic
Basic
Basic	Basic	15			$	0.12	$	0.11	$	(0.14)	$	(0.11)
Diluted	Diluted	15			$	0.12	$	0.10	$	(0.14)	$	(0.11)

The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.

CRITEO S.A.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE OPERATIONS (UNAUDITED)


		Three Months Ended					Nine Months Ended
		September 30, 2023		September 30, 2022			September 30, 2023		September 30, 2022
		(in thousands)
				Three Months Ended
				Three Months Ended
				Three Months Ended
						March 31, 2024					March 31, 2024		March 31, 2023
					(in thousands)							(in thousands)

Net income (loss)	Net income (loss)	$	6,635	$	6,521		$	(7,407)	$	(5,174)
Foreign currency translation differences, net of taxes		(10,458)		(30,896)			(12,593)		(101,624)
Net income (loss)
Net income (loss)
Foreign currency translation adjustments, net of taxes
Actuarial gains (losses) on employee benefits, net of taxes	Actuarial gains (losses) on employee benefits, net of taxes	426		409			283		2,944
Other comprehensive loss		$	(10,032)	$	(30,487)		$	(12,310)	$	(98,680)
Other comprehensive income (loss)
Total comprehensive loss	Total comprehensive loss	$	(3,397)	$	(23,966)		$	(19,717)	$	(103,854)
Attributable to shareholders of Criteo S.A.	Attributable to shareholders of Criteo S.A.	$	(2,198)	$	(22,142)		$	(16,295)	$	(97,806)
Attributable to non-controlling interests	Attributable to non-controlling interests	$	(1,199)	$	(1,824)		$	(3,422)	$	(6,048)

The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.

CRITEO S.A.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED)


	Share capital
	Share capital
	Share capital
	Common shares
	Common shares
	Common shares
	(in thousands, except share amounts )
	(in thousands, except share amounts )
	(in thousands, except share amounts )
Balance at December 31, 2022
Balance at December 31, 2022
Balance at December 31, 2022
Net income (loss)
Net income (loss)
Net income (loss)
Other comprehensive income (loss)
Other comprehensive income (loss)
Other comprehensive income (loss)
Issuance of ordinary shares
Issuance of ordinary shares
Issuance of ordinary shares
Change in treasury stocks(*)
Change in treasury stocks(*)
Change in treasury stocks(*)
Share-Based Compensation
Share-Based Compensation
Share-Based Compensation
Other changes in equity
Other changes in equity
Other changes in equity
Balance at March 31, 2023
Balance at March 31, 2023
Balance at March 31, 2023

	Share capital		Treasury Stock		Additional paid-in capital	Accumulated Other Comprehensive Income (Loss)	Retained Earnings	Equity - attributable to shareholders of Criteo S.A.	Non controlling interest	Total equity
	Common shares		Shares
	(in thousands, except share amounts )
Balance at December 31, 2021	65,883,347	2,149	(5,207,873)	(131,560)	731,248	(40,294)	601,588	1,163,131	35,189	1,198,320
Net income (loss)	—						20,587		691	21,278
Other comprehensive income (loss)	—					(16,207)	—	(16,207)	(1,925)	(18,132)
Issuance of ordinary shares	22,047	1	—		319	—		320	—	320
Change in treasury stocks(*)	—		(119,771)	(5,770)	—		(2,534)	(8,304)	—	(8,304)
Share-Based Compensation	—				8,948	—		8,948	93	9,041
Other changes in equity	—
Balance at March 31, 2022	65,905,394	2,150	(5,327,644)	(137,330)	740,515	(56,501)	619,641	1,168,475	34,048	1,202,523
Net income (loss)	—						(33,613)		641	(32,972)
Other comprehensive income (loss)	—					(46,430)	—	(46,430)	(3,631)	(50,061)
Issuance of ordinary shares	(111,362)	—			110	—		110	—	110
Change in treasury stocks(*)	—	(3)	62,251	(11,179)	(1,342)	—	(8,509)	(21,033)	—	(21,033)
Share-Based Compensation	—				11,452	—		11,452	97	11,549
Other changes in equity	—				39	—	33	72	—	72
Balance at June 30, 2022	65,794,032	2,147	(5,265,393)	(148,509)	750,774	(102,931)	577,552	1,079,033	31,155	1,110,188
Net income (loss)	—						6,579		(58)	6,521
Other comprehensive income (loss)	—					(28,720)	—	(28,720)	(1,767)	(30,487)
Issuance of ordinary shares	(808,644)	1	—					1	—	1
Change in treasury stocks(*)	—	(23)	215,984	(4,380)	(10,530)	—	(14,913)	(29,846)	—	(29,846)
Share-Based Compensation	—				20,422	—		20,422	101	20,523
Other changes in equity	—
Balance at September 30, 2022	64,985,388	2,125	(5,049,409)	(152,889)	760,666	(131,651)	569,218	1,047,469	29,431	1,076,900

(*) On February 3,5, 2022, Criteo's board of directors authorized an extension of the share repurchase program to up to $280.0 million of the Company's outstanding American Depositary Shares. The change in treasury stocks is comprised of 2,195,411 shares repurchased at an average price of $26.7 offset by 1,401,489 treasury shares used for RSUs vesting.

Share capital Treasury Stock Additional paid-in capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Equity - attributable to shareholders of Criteo S.A. Non controlling interest Total equity
Common shares Shares
(in thousands, except share amounts )
Balance at December 31, 2022 63,248,728 $2,079 (5,985,104) $(174,293) $734,492 $(91,890) $577,653 $1,048,041 $33,065 $1,081,106
Net income (loss) — — — — — — (11,809) (11,809) (262) (12,071)
Other comprehensive income (loss) — — — — — 6,475 — 6,475 (296) 6,179
Issuance of ordinary shares 67,968 2 — — 1,295 — — 1,297 — 1,297
Change in treasury stocks(*)
— — (1,338,049) (37,107) — — (13,922) (51,029) — (51,029)
Share-Based Compensation — — — — 24,610 — — 24,610 97 24,707
Other changes in equity — — — — — — — — — —
Balance at March 31, 2023 63,316,696 $2,081 (7,323,153) $(211,400) $760,397 $(85,415) $551,922 $1,017,585 $32,604 $1,050,189
Net income (loss) — — — — — — (2,876) (2,876) 905 (1,971)
Other comprehensive income (loss) — — — — — (5,887) — (5,887) (2,570) (8,457)
Issuance of ordinary shares 20,757 — — — 399 — — 399 — 399
Change in treasury stocks(*)
— — (89,425) (2,646) — — (21,189) (23,835) — (23,835)
Share-Based Compensation — — — — 26,878 — — 26,878 (165) 26,713
Other changes in equity — — — — — (26) — (26) — (26)
Balance at June 30, 2023 63,337,453 $2,081 (7,412,578) $(214,046) $787,674 $(91,328) $527,857 $1,012,238 $30,774 $1,043,012
Net income (loss) — — — — — — 6,927 6,927 (292) 6,635
Other comprehensive income (loss) — — — — — (9,125) — (9,125) (907) (10,032)
Issuance of ordinary shares — 1 — — 251 — — 252 — 252
Change in treasury stocks(*)
13,210 — 318,004 1,952 — — (30,440) (28,488) — (28,488)
Share-Based Compensation — — — — 23,461 — — 23,461 44 23,505
Other changes in equity — — — — (5) (29) — (34) — (34)
Balance at September 30, 2023 63,350,663 $2,082 (7,094,574) $(212,094) $811,381 $(100,482) $504,344 $1,005,231 $29,619 $1,034,850

~~(*)~~ ~~On December 7, 2022, Criteo's board of directors authorized an extension of the share repurchase~~ program to up to $480.0 million of the Company's outstanding American Depositary Shares. The change in treasury stocks is comprised of ~~3,404,891~~1,731,634 shares repurchased at an average price of ~~$31.2~~$29.9 offset by ~~1,288,939~~393,585 treasury shares used for RSUs vesting and by 1,006,482 treasury shares used for LUSs vesting.


	Share capital		Treasury Stock		Additional paid-in capital	Accumulated Other Comprehensive Income (Loss)	Retained Earnings	Equity - attributable to shareholders of Criteo S.A.	Non controlling interest	Total equity
	Common shares		Shares
	(in thousands, except share amounts )
Balance at December 31, 2023	61,165,663	$2,023	(5,400,572)	$(161,788)	$769,240	$(85,326)	$555,456	$1,079,605	$31,786	$1,111,391
Net income (loss)	—	—	—	—	—	—	7,244	7,244	1,322	8,566
Other comprehensive income (loss)	—	—	—	—	—	(11,437)	—	(11,437)	(2,046)	(13,483)
Issuance of ordinary shares	15,338	1	—	—	394	—	—	395	—	395
Change in treasury stocks(*)	—	—	(1,216,547)	(42,575)	—	—	(19,568)	(62,143)	—	(62,143)
Share-Based Compensation	—	—	—	—	27,858	—	—	27,858	55	27,913
Other changes in equity	—	—	—	—	—	—	(40)	(40)	—	(40)
Balance at March 31, 2024	61,181,001	$2,024	(6,617,119)	$(204,363)	$797,492	$(96,763)	$543,092	$1,041,482	$31,117	$1,072,599

(*) On February 1, 2024, Criteo's board of directors authorized an extension of the share repurchase program to up to $630.0 million of the Company's outstanding American Depositary Shares. The change in treasury stocks is comprised of 1,996,797 shares repurchased at an average price of $29.7 offset by 405,250 treasury shares used for RSUs vesting and by 375,000 treasury shares used for LUSs vesting.

The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.

CRITEO S.A.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


			Three Months Ended							Three Months Ended
			March 31, 2024					March 31, 2024			March 31, 2023
	(in thousands)								(in thousands)
Net income (loss)
Non-cash and non-operating items
- Amortization and provisions

				Nine Months Ended
- Equity awards compensation expense (1)
				September 30, 2023		September 30, 2022
- Equity awards compensation expense (1)
		(in thousands)
Net Loss				$	(7,407)	$	(5,174)
Non-cash and non-operating items				42,706		122,043
- Amortization and provisions				56,288		134,650
- Payment for contingent liability on regulatory matters				(43,334)		—

- Equity awards compensation expense (1)
- Net (gain) or loss on disposal of non-current assets	- Net (gain) or loss on disposal of non-current assets			(8,903)		(361)
- Equity awards compensation expense (1)				76,353		42,594
- Interest accrued and non-cash financial income and expenses				—		(2,244)
- Change in uncertain tax position
- Net change in fair value of Earn-out
- Change in deferred taxes	- Change in deferred taxes			(24,742)		(16,051)
- Change in income taxes	- Change in income taxes			(18,007)		(12,899)
- Other (2)				5,051		(23,646)
- Other
Changes in working capital related to operating activities	Changes in working capital related to operating activities			27,607		13,661
- (Increase) / Decrease in trade receivables	- (Increase) / Decrease in trade receivables			78,890		75,399
- Increase / (Decrease) in trade payables	- Increase / (Decrease) in trade payables			(71,190)		(19,526)
- (Increase) / Decrease in other current assets	- (Increase) / Decrease in other current assets			1,968		(23,224)
- Increase/ (Decrease) in other current liabilities	- Increase/ (Decrease) in other current liabilities			17,926		(20,178)
- Change in operating lease liabilities and right of use assets	- Change in operating lease liabilities and right of use assets			13		1,190

Cash from operating activities	Cash from operating activities			62,906		130,530
Cash from operating activities
Cash from operating activities
Acquisition of intangible assets, property, plant and equipment	Acquisition of intangible assets, property, plant and equipment			(77,838)		(48,955)
Change in accounts payable related to intangible assets, property, plant and equipment	Change in accounts payable related to intangible assets, property, plant and equipment			(16,749)		7,632
Payment for business, net of cash acquired	Payment for business, net of cash acquired			(6,957)		(135,453)
Proceeds from disposition of investments	Proceeds from disposition of investments			9,625		—

Change in other non-current financial assets	Change in other non-current financial assets			(12,280)		43,052
Change in other non-current financial assets
Change in other non-current financial assets
Cash (used for) from investing activities	Cash (used for) from investing activities			(104,199)		(133,724)
Proceeds from borrowings under line-of-credit agreement				—		78,513
Repayment of borrowings				—		(78,513)

Proceeds from exercise of stock options

Proceeds from exercise of stock options

Proceeds from exercise of stock options	Proceeds from exercise of stock options			1,948		617
Repurchase of treasury stocks	Repurchase of treasury stocks			(103,354)		(59,162)
Change in other financial liabilities				—		107

Cash payment for contingent consideration	Cash payment for contingent consideration			(22,025)		—
Other (2)				(1,427)		22,242
Cash payment for contingent consideration
Cash payment for contingent consideration
Change in other financing activities
Cash used for financing activities	Cash used for financing activities			(124,858)		(36,196)
Effect of exchange rates changes on cash and cash equivalents	Effect of exchange rates changes on cash and cash equivalents			(12,192)		(68,813)
Net increase (decrease) in cash and cash equivalents				(178,343)		(108,203)
Net cash and cash equivalents at beginning of period				448,200		515,526
Net decrease in cash and cash equivalents and restricted cash
Net cash and cash equivalents and restricted cash at beginning of period
Net cash and cash equivalents and restricted cash at end of period	Net cash and cash equivalents and restricted cash at end of period			$	269,857	$	407,323

Supplemental disclosures of cash flow information	Supplemental disclosures of cash flow information
Supplemental disclosures of cash flow information
Supplemental disclosures of cash flow information
Cash paid for taxes, net of refunds
Cash paid for taxes, net of refunds
Cash paid for taxes, net of refunds	Cash paid for taxes, net of refunds			(41,377)		(33,685)
Cash paid for interest	Cash paid for interest			(1,055)		(959)

(1) Of which ~~$74.9~~$26.8 million and ~~$41.1~~$24.7 million of equity awards compensation expense consisted of share-based compensation expense according to ASC 718 ~~Compensation~~Compensation - stock compensation for the ~~nine~~three months ended ~~September 30, 2023~~March 31, 2024 and ~~2022,~~2023, respectively.
~~(2)~~ ~~Primarily consists of realized gains in FX hedges for the nine months ended September 30, 2022.~~

The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.

CRITEO S.A.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Criteo S.A. was initially incorporated as a société par actions simplifiée, or S.A.S., under the laws of the French Republic on November 3, 2005, for a period of 99 years and subsequently converted to a société anonyme, or S.A.

We are a global technology company that enables marketers and media owners to drive better commerce outcomes through the world’s leading Commerce Media Platform. We bring richer experiences to every consumer by supporting a fair and open internet that enables discovery, innovation, and choice — powered by trusted and impactful advertising from the world’s marketers and media owners.

We are leading the way of commerce media — a new approach to advertising that combines commerce data and machine learning to target consumers throughout their shopping journey and help marketers and media owners drive commerce outcomes (sales, leads, advertising revenue).

Our strategy is to help marketers and media owners activate 1st-party, privacy-safe data and drive better commerce outcomes through our Commerce Media Platform, which includes a suite of products:

•that offer marketers (brands, retailers, and agencies) the ability to easily reach consumers anywhere throughout their shopping journey and measure their advertising campaigns

•that offer media owners (publishers and retailers) the ability to monetize their advertising and promotions inventory for commerce anywhere where consumers spend their time

•sitting on top of a dataset and technology that power our entire offering.

In these notes, Criteo S.A. is referred to as the "Parent" company and together with its subsidiaries, collectively, as "Criteo," the "Company," the "Group," or "we".

Note 1. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements ~~included herein~~ (the "Unaudited Condensed Consolidated Financial Statements") have been prepared by Criteo in accordance with generally accepted accounting principles in the United States of America ("GAAP") and pursuant to the applicable rules and regulations of the Securities and Exchange Commission ("SEC")., including regarding interim financial reporting. Certain information and ~~footnote~~ disclosures normally included in financial statements prepared in accordance with ~~accounting principles generally accepted in the United States of America ("U.S. GAAP")~~GAAP have been condensed or omitted pursuant to such rules and regulations. ~~However, the Company believes that the disclosures are adequate to make the information presented not misleading. These~~As such, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, ~~2022,~~2023, filed with the SEC on February ~~24, 2023.~~ 23, 2024.

The unaudited condensed consolidated financial statements included herein reflect all ~~adjustments (consisting of~~ normal recurring ~~adjustments) which~~adjustments that are, in the opinion of management, necessary to state fairly the results for the interim periods presented. The results of operations for the interim periods presented are not necessarily indicative of the operating results to be expected for any subsequent interim period or for the fiscal ~~year.~~year ending December 31, 2024.

~~Conformity with U.S. GAAP~~Use of Estimates

The preparation of our Consolidated Financial Statements requires the use of estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, ~~revenue~~ and ~~expenses in~~disclosures of contingent assets and liabilities at the ~~condensed~~date of the consolidated financial statements and ~~accompanying notes.~~the reported amount of revenue and expenses during the period. We base our estimates and ~~judgments~~assumptions on historical ~~information~~experience and ~~on various~~ other ~~assumptions~~factors that we believe ~~are~~to be reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates. ~~U.S. GAAP requires us to make estimates and judgments~~Estimates in ~~several areas, including,~~our financial statements include, but are not limited ~~to:~~to, (1) gross vsversus net assessment in revenue recognition (2) ~~allowances for credit losses, (3)~~ income taxes, ~~(4) assumptions used in valuing acquired assets and assumed liabilities in business combinations, (5)~~(3) assumptions used in the valuation of ~~goodwill,~~long-lived assets including intangible assets, and ~~leases, (6) assumptions used in the valuation model to determine the fair value of share-based compensation plan, and (7)~~goodwill, (4) assumptions surrounding the recognition and valuation of contingent liabilities and losses.

Significant Accounting Policies

Reportable Segments

Beginning with the first quarter of 2024, the Company has changed its segment reporting structure to two reportable segments: Retail Media and Performance Media, which combines our former Marketing Solutions and Iponweb segments, to align with a change in how the Chief Operating Decision Maker (CODM), our Chief Executive Officer (CEO), allocates resources and assesses performance.

As such, prior period segment results and related disclosures have been conformed to reflect the Company’s current reportable segments. This change in accounting policy did not impact our results of operations, financial position, or cash flows. Refer to Note 2 for further discussion.

Goodwill Interim Impairment Evaluation

The Company's goodwill balance was $521.2 million and $524.2 million at March 31, 2024 and December 31, 2023, respectively. We assess goodwill for impairment at least annually during the fourth quarter and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. As noted above, during the first quarter 2024, the Company made a change to its operating and reportable segments from three to two segments: Retail Media and Performance Media. As a result of this change, we reassessed our reporting units for the evaluation of goodwill. Prior to this change, consistent with the determination that we had three operating/reportable segment, we determined that we had three reporting units for goodwill assessment purposes. Our reassessment during the first quarter of 2024 determined that, consistent with the determination that we had two operating/ reportable segments, we also have two reporting units for goodwill assessment purposes: Retail Media and Performance Media.

As a result of this change in reporting units, effective January 1, 2024, we estimated the fair value of our new reporting units and, based on an assessment of the relative fair values of our new reporting units after the change, we determined that the goodwill held by the Iponweb reportable unit was now allocated to the Performance Media reporting unit. This determination was largely based on the fact that the operations of the previous Iponweb operating segment/ reporting unit are significantly integrated with the Performance Media operating segment / reportable unit. The change in reporting units was also considered a triggering event indicating a test for goodwill impairment was required as of January 1, 2024 before and after the change in reporting units. The Company performed those impairment tests, which did not result in the identification of an impairment loss as of January 1, 2024.

Goodwill allocated to the two reportable segments and the changes in the carrying amount for the quarter-ended March 31, 2024 were as follows:


		Retail Media	Performance Media	Total
	(in thousands)
Balance at January 1, 2024		149,680	374,517	524,197
Acquisitions		—	—	—
Disposals		—	—	—
Currency translation adjustment		(759)	(2,240)	(2,999)
Impairments		—	—	—
Balance at March 31, 2024		148,921	372,277	521,198

There have been no other significant changes to our ~~significant~~ accounting policies described in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2022.~~

~~Accounting Pronouncements Adopted in 2023~~2023.

NoRecently Issued Accounting Pronouncements

There have been no recently issued accounting standards ~~were~~ adopted ~~in 2023~~during the period which had a material impact on the Company's financial statements.

~~Recent Accounting Pronouncements~~

~~Accounting~~There are no recently issued accounting standards that ~~have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date~~ are ~~not~~ expected to have a material impact on ~~the Company’s Consolidated Financial Statements upon adoption.~~

our results of operations, financial condition, or cash flows.

~~Note 2. Business acquisitions~~

~~Iponweb~~

On August 1, 2022 (the "Acquisition Date"), the Company, Iponweb Holding Limited, Exezars Limited (a subsidiary of Iponweb Holding Limited and collectively with Iponweb Holding Limited, the “Sellers”), Mr. Ljubisa Bogunovic, in his capacity as trustee of the “IW General Management Trust” and Mr. Boris Mouzykantskii, founder and Chief Executive Officer of Iponweb Holding Limited (the “Founder”) entered into an amended and restated Framework Purchase Agreement (the “FPA”), amending and restating the previously disclosed framework purchase agreement, dated December 22, 2021, which provided for the acquisition of the business of Iponweb Holding Limited (the "Iponweb business"), a market-leading AdTech company with world-class media trading capabilities, by the Company (the “Iponweb Acquisition”).

This business combination is composed of an asset purchase of Iponweb intellectual property and other intangible rights and a share purchase of 100% of the share capital and voting rights of nine Iponweb operational legal entities.

The purchase price, as per ASC 805, was $290.2 million for the Iponweb business, out of which $61.2 million represents the fair value of the contingent consideration. This contingent consideration is payable in cash to the Sellers in an amount up to $100 million, conditioned upon the achievement of certain net revenue targets by the Iponweb business for the 2022 and 2023 fiscal years.

~~The Company transferred Treasury shares with a fair value of $70.2 million to Iponweb's Sellers, subject to lock-up conditions.~~ ~~As these shares are subject to a lock-up period that expires in three installments on each of the first~~ ~~three~~ ~~anniversaries of the Iponweb Acquisition, unless the Founder's employment agreement is terminated under certain circumstances during the pendency of such lock-up period,~~ the $70.2 million fair value was not included in the purchase price consideration above and will be accounted for separately from the business combination as a stock compensation expense. See Note 12 for further discussion.

~~The transaction was accounted for as a business acquisition. The purchase price allocation has been completed and resulted in recognition of $187.6 million of goodwill.~~

Acquisition related costs of $12.6 million were recorded within general and administrative expenses on the consolidated statements of comprehensive income for the twelve months ended December 31, 2022. In the period ending September 30, 2023, we did not record any acquisition related costs.

~~The Company's consolidated statements of operations for the nine months ended September 30, 2023 include Iponweb's revenues of $87.8 million and pretax income (loss) of $9.1 million.~~

~~Brandcrush~~

On February 28, 2023, we completed the acquisition of all of the outstanding shares of Brandcrush Inc. ("Brandcrush"). The purchase price for the acquisition of shares was $7.1 million. The acquisition was financed by available cash resources. The transaction has been accounted for as a business combination under the acquisition method of accounting. A preliminary valuation of the fair value of Brandcrush’s assets acquired was performed as of February 28, 2023, resulting in the identification of technology of $3.5 million. Provisional goodwill amounted to $5.0 million, subject to post-closing purchase price adjustments. Once this valuation analysis is finalized, the estimate of the fair value of the assets acquired and liabilities assumed may be adjusted. The Company will finalize these amounts no later than one year from the acquisition date. In addition, acquisition costs amounting to $0.7 million were fully expensed as incurred.

~~Note 3. Restructuring~~

As part of our ongoing transformation, the Company incurred restructuring costs of $2.0 million and $21.9 million for the three and nine months ended September 30, 2023, respectively. The following table summarizes restructuring activities as of September 30, 2023 included in other current liabilities on the balance sheet:


	~~Salaries and other benefits~~

~~Restructuring liability as of January 1, 2023~~	$	—
~~Restructuring charge~~	~~21,934~~
~~Amounts paid~~	~~(11,826)~~
~~Restructuring liability as of September 30, 2023~~	$	~~10,108~~

For the three and nine months ended September 30, 2023, $0.1 million, and $3.5 million, respectively, was included in Research and Development expenses, $2.1 million and $4.8 million, respectively, was included in General and Administrative expenses and $(0.2) million and $13.6 million, respectively, was included in Sales and Operations expenses.

Note 4.2. Segment information

~~Reportable segments~~

~~Criteo is a global technology company driving superior commerce outcomes for marketers and media owners through the world’s leading Commerce Media Platform.~~

The Company reports segment information based on the ~~"management"~~management approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of the Company's reportable segments. ~~The~~Beginning with the first quarter of 2024, the Company changed its segment reporting structure and reports its results of operations through the following ~~three~~two segments: ~~Marketing Solutions,~~ Retail Media and ~~Iponweb.~~

–~~Marketing Solutions: This segment allows commerce companies to address multiple marketing goals by engaging their consumers with personalized ads across the web, mobile and offline store environments.~~Performance Media.

–Retail Media: This segment ~~allows~~encompasses revenue generated from brands, agencies and retailers ~~to generate~~for the purchase and sale of retail media digital advertising ~~revenues from consumer brands, and/or to drive sales for themselves, by monetizing their data~~inventory and audiences, ~~through personalized ads, either on their own digital property or on the open Internet, that address multiple marketing goals.~~and services.

–~~Iponweb:~~Performance Media: This segment ~~specializes in building real-time advertising technology~~encompasses commerce activation, monetization, and ~~trading infrastructure, delivering advanced media buying, selling, and packaging capabilities for media owners, agencies, performance advertisers, and 3rd-party ad tech platforms.~~services.

~~Segment operating results,~~The Company's CODM allocates resources to and assesses the performance of each segment using information about Contribution ~~ex-TAC,~~excluding Traffic Acquisition Costs (Contribution ex-TAC), which is ~~Criteo's~~our segment profitability measure and reflects our gross profit plus other costs of revenue. The Company's ~~chief operating decision maker, or~~ CODM does not review any other financial information for our ~~three segments, other than Contribution ex-TAC, at the reportable segment level.~~two segments.

The following table shows revenue by reportable segment:


		Three Months Ended						Nine Months Ended
		September 30, 2023		September 30, 2022				September 30, 2023		September 30, 2022
		(in thousands)
Marketing Solutions		$	385,762	387,288				$	1,162,943	1,291,599
						Three Months Ended
						Three Months Ended
						Three Months Ended
							March 31, 2024						March 31, 2024	March 31, 2023
					(in thousands)							(in thousands)
Retail Media	Retail Media	49,813		41,170				132,424		142,516
Iponweb		33,618		18,463				87,776		18,463
Performance Media
Total Revenue	Total Revenue	$	469,193	$	446,921			$	1,383,143	$	1,452,578

The following table shows Contribution ex-TAC by reportable segment and its reconciliation to the Company’s Consolidated Statements of Operation:


						Three Months Ended
						Three Months Ended
						Three Months Ended
							March 31, 2024
							March 31, 2024
							March 31, 2024
						(in thousands)
						(in thousands)
						(in thousands)
Contribution ex-TAC
Contribution ex-TAC
Contribution ex-TAC
Retail Media
Retail Media
Retail Media
Performance Media
Performance Media
Performance Media
							253,888
							253,888
							253,888
		Three Months Ended					Nine Months Ended
Other costs of sales
		September 30, 2023		September 30, 2022			September 30, 2023		September 30, 2022
		(in thousands)
Contribution ex-TAC
Marketing Solutions		$	163,341	$	158,022		$	489,148	$	522,079
Retail Media		48,436		36,893			129,306		104,278
Iponweb		33,618		18,463			87,776		18,463
		$	245,395	$	213,378		$	706,230	$	644,820
Other costs of sales

Other costs of sales	Other costs of sales	(40,268)		(33,771)			(119,812)		(96,214)
Gross profit	Gross profit	$	205,127	$	179,607		$	586,418	$	548,606
Gross profit
Gross profit
Operating expenses
Operating expenses
Operating expenses	Operating expenses
Research and development expenses	Research and development expenses	(62,522)		(42,725)			(193,887)		(118,248)
Research and development expenses
Research and development expenses
Sales and operations expenses
Sales and operations expenses
Sales and operations expenses	Sales and operations expenses	(94,572)		(90,051)			(308,325)		(278,363)
General and administrative expenses	General and administrative expenses	(36,599)		(42,353)			(95,306)		(176,361)
General and administrative expenses
General and administrative expenses
Total Operating expenses
Total Operating expenses
Total Operating expenses	Total Operating expenses	(193,693)		(175,129)			(597,518)		(572,972)

Income (loss) from operations	Income (loss) from operations	$	11,434	$	4,478		$	(11,100)	$	(24,366)

Income (loss) from operations

Income (loss) from operations
Financial and Other Income (Expense)
Financial and Other Income (Expense)
Financial and Other Income (Expense)	Financial and Other Income (Expense)	(2,967)		3,485			2,008		23,927
Income (loss) before tax	Income (loss) before tax	$	8,467	$	7,963		$	(9,092)	$	(439)
Income (loss) before tax
Income (loss) before tax

1312

Note ~~5. Cash, Cash Equivalents, Marketable Securities and Restricted Cash~~3. Financial Instruments

Fair Value Measurements

September 30, 2023 December 31, 2022
Cash and Cash Equivalent Marketable Securities Cash and Cash Equivalent Marketable Securities
(in thousands)
Cash 194,857 $ — 282,293 $ —
Level 2
Term deposits and notes — 36,982 65,907 25,098
Total $ 194,857 $ 36,982 $ 348,200 $ 25,098

We classify our cash, cash equivalents and marketable debt securities within Level 1 or Level 2 because we use quoted market prices or pricing models with observable inputs to determine their fair value. Our term deposits are comprised primarily of interest-bearing term deposits and mutual funds. Interest-bearing and term bank deposits are considered ~~level~~Level 2 financial instruments as they are measured using valuation techniques based on observable market data.Term deposits are considered a level 2 financial instrument as they are measured using valuation techniques based on observable market data.


	March 31, 2024				December 31, 2023
	Cash and Cash Equivalent		Marketable Securities		Cash and Cash Equivalent		Marketable Securities
	(in thousands)
Level 1
Cash and cash equivalents	$	212,326	$	—	$	285,518	$	—
Level 2
Term deposits and notes	$	54,536	$	22,037	$	50,823	$	22,545
Total	$	266,862	$	22,037	$	336,341	$	22,545

The fair value of term deposits approximates their carrying amount given the nature of the investments, its maturities and expected future cash flows.

Marketable Securities

The following table presents for each reporting period, the breakdown of the fair value of marketable securities:

March 31, 2024

(in thousands)

September 30, 2023

December 31, 2022

Securities Held-to-maturity

(in thousands)

Securities Held-to-maturity

Term Deposits

36,982

25,098

Term Deposits

Total

36,982

25,098

Total

The gross unrealized gains on our marketable securities were not material as of ~~September 30, 2023.~~

~~Term deposits are considered a level 2 financial instrument as they are measured using valuation techniques based on observable market data.~~March 31, 2024.

The following table classifies our marketable debt securities by contractual maturities:

Held-to-maturity

~~Available-for-sale~~

March 31, 2024

~~September 30, 2023~~

(in thousands)

Due in one year

~~21,091~~11,226

—

Due in one to five years

~~15,891~~10,811

—

Total

~~36,982~~22,037

—

Restricted Cash

As ~~part~~ of March 31, 2024, the ~~Iponweb Acquisition~~Company has restricted cash of $75.0 million in ~~August 2022, we had deposited $100.0 million of cash into~~ an escrow account containing withdrawal conditions. The cash secures the Company's ~~potential~~ payment of Iponweb Acquisition contingent consideration to the Sellers, which is conditioned upon the achievement of certain revenue targets by the Iponweb business for the ~~2022 and~~ 2023 fiscal ~~years. We have paid the contingent consideration of $22.0 million for the 2022 fiscal year in the quarter ended March 31, 2023.~~

September 30, 2023 December 31, 2022
(in thousands)
Restricted cash – current $ 75,000 $ 25,000
Restricted cash – non-current $ — $ 75,000
Total $ 75,000 $ 100,000
year.

Note 6.4. Trade Receivables

The following table shows the breakdown in trade receivables net book value for the presented periods:


	March 31, 2024					March 31, 2024	December 31, 2023
		September 30, 2023		December 31, 2022

		(in thousands)
		(in thousands)
		(in thousands)
		(in thousands)
Trade accounts receivables	Trade accounts receivables	$	673,977	$	756,741
(Less) Allowance for credit losses	(Less) Allowance for credit losses	(49,415)		(47,792)
Net book value at end of period	Net book value at end of period	$	624,562	$	708,949

~~At September 30, 2023 our largest receivable balance from an individual~~As of March 31, 2024 no customer ~~was 10% of our gross accounts receivable. No other customers~~ individually exceeded 10% of our gross accounts receivables.

Note 7.5. Other Current and Non-Current Assets

The following table shows the breakdown in other current assets net book value for the presented periods:


	March 31, 2024					March 31, 2024	December 31, 2023
		September 30, 2023		December 31, 2022

		(in thousands)
		(in thousands)
		(in thousands)
		(in thousands)
Prepayments to suppliers	Prepayments to suppliers	$	5,109	$	12,421
Other debtors	Other debtors	5,860		6,768
Prepaid expenses	Prepaid expenses	29,929		24,549
Other current assets	Other current assets	656		8,128
Derivative instruments		498		—

Net book value at end of period	Net book value at end of period	$	42,052	$	51,866
Net book value at end of period
Net book value at end of period

Prepaid expenses mainly consist of amounts related to SaaS arrangements.

Other non-current assets of $60.2 million are primarily comprised of the indemnification asset of $48.7 million recorded against certain tax liabilities related to the purchase agreement for the Iponweb Acquisition.

Note 8.6. Other Current and Non-Current Liabilities

Other current liabilities are presented in the following table:


	March 31, 2024					March 31, 2024	December 31, 2023
		September 30, 2023		December 31, 2022

		(in thousands)
		(in thousands)
		(in thousands)
		(in thousands)
Customer prepayments	Customer prepayments	$	15,584	$	16,334
Rebates	Rebates	18,004		17,671
Accounts payable relating to capital expenditures	Accounts payable relating to capital expenditures	7,976		25,414
Other creditors	Other creditors	4,374		2,398

Deferred revenue
Earn out liability – current	Earn out liability – current	47,177		21,640
Total current liabilities	Total current liabilities	$	93,115	$	83,457

~~Other non-current liabilities are presented in the following table:~~

September 30, 2023 December 31, 2022
(in thousands)
Earn out liability – non-current $ — $ 44,696
Uncertain tax positions 18,131 17,980
Other 3,557 6,550
Total non-current liabilities $ 21,688 $ 69,226

~~Earn~~The earn out liability

~~As part of~~ is related to the Iponweb Acquisition, whereas the Sellers are entitled to contingent consideration, ~~of a maximum of $100.0 million,~~ which is conditioned upon the achievement of certain revenue targets by the Iponweb business for the ~~2022 and~~ 2023 fiscal ~~years.~~year. The related ~~earn out~~earn-out liability is valued and discounted using management's best estimate of the consideration that is expected to be paid induring 2024. ~~The contingent consideration for fiscal year 2022 of $22.0 million has been paid in the quarter ended March 31, 2023.~~

~~Uncertain tax positions~~

Other non-current liabilities ~~also~~are presented in the following table:


	March 31, 2024		December 31, 2023

	(in thousands)

Uncertain tax positions	17,014		16,785
Other	1,374		2,297
Total non-current liabilities	$	18,388	$	19,082

Other non-current liabilities include ~~$18.1~~$17.0 million related to uncertain tax positions as of ~~September 30, 2023.~~March 31, 2024. These uncertain tax positions are primarily related to the Iponweb Acquisition.

Note 9.7. Leases

The components of lease expense are as follows:

Three Months Ended September 30, 2023 September 30, 2022
Offices Data Centers Total Offices Data Centers Total
(in thousands)
Lease expense $ 3,419 $ 5,644 $ 9,063 $ 2,362 $ 4,806 $ 7,168
Short term lease expense 200 13 213 149 — 149
Variable lease expense 289 14 303 107 91 198
Sublease income (277) — (277) (47) — (47)
Total operating lease expense $ 3,631 $ 5,671 $ 9,302 $ 2,571 $ 4,897 $ 7,468

Nine Months Ended September 30, 2023 September 30, 2022
Offices Data Centers Total Offices Data Centers Total
(in thousands)
Lease expense $ 10,548 $ 16,844 $ 27,392 $ 11,114 $ 15,042 $ 26,156
Short term lease expense 489 42 531 504 5 509
Variable lease expense 493 75 568 182 182 364
Sublease income (692) — (692) (482) — (482)
Total operating lease expense $ 10,838 $ 16,961 $ 27,799 $ 11,318 $ 15,229 $ 26,547

~~As of September 30, 2023, we have additional operating leases, that have not yet commenced which will result in additional operating lease liabilities and right of use assets:~~

~~Offices~~

~~Data Centers~~

~~(in thousands)~~

~~Additional operating lease liabilities~~

—

~~6,930~~

~~Additional right of use assets~~

—

~~6,930~~

~~These operating leases will commence during the fiscal years ending December 31, 2023, 2024 and 2025, respectively.~~


Three Months Ended	March 31, 2024						March 31, 2023
	Offices		Data Centers		Total		Offices		Data Centers		Total
	(in thousands)
Lease expense	$	3,617	$	6,245	$	9,862	$	3,704	$	5,576	$	9,280
Short term lease expense	313		—		313		142		9		151
Variable lease expense	331		28		359		89		4		93
Sublease income	(422)		—		(422)		(229)		—		(229)
Total operating lease expense	$	3,839	$	6,273	$	10,112	$	3,706	$	5,589	$	9,295

Note ~~10.~~8. Employee Benefits

Defined Benefit Plans

According to ~~the~~ French law and the Syntec Collective Agreement, French employees are entitled to compensation paid on retirement.

The following table summarizes the changes in the projected benefit obligation:


	Projected benefit obligation
	(in thousands)
Projected benefit obligation present value at January 1, ~~2022~~2023	$	~~5,531~~3,708
Service cost	~~1,756~~707
Interest cost	73161
Curtailment	(306)
Actuarial losses (gains)	~~(3,311)~~(290)
Currency translation adjustment	~~(341)~~143
Projected benefit obligation present value at December 31, ~~2022~~2023	$	~~3,708~~4,123
Service cost	~~532~~172
Interest cost	~~120~~40

Actuarial losses (gains)	~~(283)~~94
Currency translation adjustment	~~(43)~~(72)
Projected benefit obligation present value at ~~September 30, 2023~~March 31, 2024	$	~~4,034~~4,357

The Company does not hold any plan assets for any of the periods presented.

The main assumptions used for the purposes of the actuarial valuations are listed below:

Nine Months Ended

Year Ended

September 30, 2023

December 31, 2022

Three Months Ended

Year Ended

March 31, 2024

December 31, 2023

Discount rate (Corp AA)

4.55%

4.25%

Discount rate (Corp AA)

3.8%

3.9%

Expected rate of salary increase

7.0%

Expected rate of social charges

48%

Expected rate of social charges

48.0%

Expected staff turnover

0% - 17.8%

Expected staff turnover

Company age-based table

Estimated retirement age

Progressive table

Estimated retirement age

65 years old

Life table

TH-TF 2000-2002 shifted

Life table

TH-TF 2000-2002 shifted

Defined Contribution Plans

The total expense represents contributions payable to these plans by us at specified rates.

In some countries, the Group’s employees are eligible for pension payments and similar financial benefits. The Group provides these benefits via defined contribution plans. Under defined contribution plans, the Group has no obligation other than to pay the agreed contributions, with the corresponding expense charged to income for the year. The main contributions relate to France, the United States (for 401k plans), and the United Kingdom.

Three Months Ended Nine Months Ended
September 30,
2023 September 30,
2022 September 30,
2023 September 30,
2022
(in thousands)
Defined contributions plans included in personnel expenses $ (4,694) $ (3,590) $ (14,308) $ (13,726)


	Three Months Ended
		March 31, 2024		March 31, 2023
	(in thousands)
Defined contributions plans included in personnel expenses		$	(4,226)	$	(4,078)

Note 9. Revenue

~~Note 11. Revenue~~

~~Disaggregation of revenue~~

The following table presents our disaggregated revenues by segment:

For the Three Months Ended Marketing Solutions Retail Media Iponweb Total
(in thousands)
September 30, 2023 $ 385,762 $ 49,813 $ 33,618 $ 469,193
September 30, 2022 $ 387,288 $ 41,170 $ 18,463 $ 446,921

For the Nine Months Ended Marketing Solutions Retail Media Iponweb Total
(in thousands)
September 30, 2023 $ 1,162,943 $ 132,424 $ 87,776 $ 1,383,143
September 30, 2022 $ 1,291,599 $ 142,516 $ 18,463 $ 1,452,578


Three Months Ended	Retail Media		Performance Media		Total
			(in thousands)
March 31, 2024	$	50,872	$	399,183	$	450,055
March 31, 2023	$	38,021	$	406,995	$	445,016

Note ~~12.~~10. Share-Based Compensation

Equity awards Compensation Expense

Equity awards compensation expense recorded in the consolidated statements of operations was as follows:

Nine Months Ended

2023

2022

(in thousands)

Three Months Ended

2024

(in thousands)

Research and Development

(44,438)

(21,166)

Sales and Operations

(15,240)

(9,695)

Sales and Operations

General and Administrative

(16,675)

(11,733)

Total equity awards compensation expense

(76,353)

(42,594)

Total equity awards compensation expense

Tax benefit from equity awards compensation expense

6,084

4,409

Tax benefit from equity awards compensation expense

Total equity awards compensation expense, net of tax effect

During the three months ended March 31, 2024, the Company settled $13.1 million of equity instruments granted under share-based arrangements.

The breakdown of the equity award compensation expense by instrument type was as follows:

Nine Months Ended
2023 2022
(in thousands)
Share options (80) (47)
Lock-up shares (28,326) (7,088)
Restricted stock units / Performance stock units (46,519) (33,976)
Non-employee warrants (1,428) (1,483)
Total equity awards compensation expense (76,353) (42,594)
Tax benefit from equity awards compensation expense 6,084 4,409


	Three Months Ended
	2024		2023
	(in thousands)
Share options	—		(38)
Lock-up shares	(9,613)		(10,591)
Restricted stock units / Performance stock units	(17,179)		(14,079)
Non-employee warrants	(500)		(460)
Total equity awards compensation expense	(27,292)		(25,168)
Tax benefit from equity awards compensation expense	2,428		1,700
Total equity awards compensation expense, net of tax effect	$	(24,864)	$	(23,468)

A detailed description of each instrument type is provided below.

Share Options

Stock options granted under the Company’s stock incentive plans generally vest over four years, subject to the holder’s continued service through the vesting date and expire no later than 10 years from the date of grant.

In the following tables, exercise prices, grant date share fair values and fair value per equity instruments are provided in euros, as the Company is incorporated in France and the euro is the currency used for the grants.

Options Outstanding

Number of Shares Underlying Outstanding Options

Weighted-Average Exercise Price

Weighted-Average Remaining Contractual Term (Years)

Aggregate Intrinsic Value

Options Outstanding

Number of Shares Underlying Outstanding Options

Weighted-Average Exercise Price

Weighted-Average Remaining Contractual Term (Years)

Aggregate Intrinsic Value

Outstanding as of December 31, 2022

372,329

Outstanding as of December 31, 2023

Options granted

—

Options exercised

(41,417)

Options exercised

Options forfeited

(3,973)

Options canceled

—

Options canceled

Options expired

(1,861)

Outstanding as of September 30, 2023

325,078

€

20.88

4.37

€

11.46

Options expired

Outstanding as of March 31, 2024

298,330

Vested and exercisable as of September 30, 2023

301,611

Vested and exercisable as of March 31, 2024

The aggregate intrinsic value represents the difference between the exercise price of the options and the fair market value of common stock on the date of exercise. No new stock options were granted in the period ending ~~September 30, 2023.~~March 31, 2024. As of ~~September 30, 2023,~~March 31, 2024, there was no remaining unrecognized stock-based compensation ~~$0.01 million~~ related to unvested stock ~~options will be fully recognized as of December 31, 2023.~~options.

Lock up shares

On August 1, 2022, 2,960,243 Treasury shares were transferred to the Founder (referred to as Lock Up Shares or "LUS"~~, see Note 2)~~), as partial consideration for the Iponweb Acquisition. ~~As these~~These shares are subject to a lock-up period that expires in three installments on each of the first three anniversaries of the Iponweb Acquisition, unless the vesting schedule changes or the Founder's employment agreement is terminated under certain circumstances during the pendency of such lock-up ~~period, they~~period. These shares are considered as equity settled share-based payments under ASC 718 and are accounted over the three-year ~~vesting~~lock-up period. The share based compensation expense is included in Research and Development expenses on the Consolidated Statement of Income. The shares were valued based on the volume weighted average price of one ADS traded on Nasdaq during the twenty (20) trading days immediately preceding July 28, 2022.

Weighted-Average Grant date Fair Value Per Share

Outstanding as of December 31, 2023

Weighted-Average Grant date Fair Value Per Share

Outstanding as of December 31, 2022

Outstanding as of December 31, 2023

Granted

—

Vested

(1,006,482)

—

Forfeited

—

Outstanding as of September 30, 2023

1,953,761

€

23.94

Outstanding as of March 31, 2024

~~At September 30, 2023,~~

During the three months ended March 31, 2024, the vesting resulted in the recognition of share-based compensation expense of $5.1 million.

As of March 31, 2024, the Company had unrecognized stock-based compensation relating to restricted stock of approximately ~~$22.4~~$11.3 million, which is expected to be recognized over a period from ~~October 2023~~April 1, 2024 to August 1, 2025.

Restricted Stock Units /and Performance Stock Units

On March 1, 2024, the Company granted new equity under our current equity compensation plans, which was comprised of restricted stock units (“RSU”), and performance-based RSU awards consisting of total shareholder return (“TSR”) and performance vesting conditions (“PSU”) to the Company’s senior executives.

Restricted Stock Units

Restricted stock ~~awards~~units generally vest over four years, subject to the holder’s continued service and/or certain performance conditions through the vesting date.

In the following tables, exercise prices, grant date share fair values and fair value per equity instruments are in euros, as the Company is incorporated in France and the euro is the currency used for the grants.


	Shares (RSU)	Weighted-Average Grant date Fair Value Per Share


Outstanding as of December 31, 2023	5,293,263	—
Granted	382,418	—
Vested	(294,276)	—
Forfeited	(60,033)	—
Outstanding as of March 31, 2024	5,321,372	€	27.01

The RSUs are subject to a vesting period of four years, over which the expense is recognized on a straight-line basis. A total of 382,418 shares have been granted under this plan, with a grant-date fair value of €29.88.

Shares (RSU) Weighted-Average Grant date Fair Value Per Share
Outstanding as of December 31, 2022 5,349,955 —
Granted 1,575,851 —
Vested (1,116,711) —
Forfeited (340,383) —
Outstanding as of September 30, 2023 5,468,712 € 26.2

~~At September 30, 2023,~~As of March 31, 2024, the Company had unrecognized stock-based compensation relating to restricted stock of approximately ~~$77.1~~$65.9 million, which is expected to be recognized over a weighted-average period of ~~3.10~~3.06 years.

Shares (PSU) Weighted-Average Grant date Fair Value Per Share
Outstanding as of December 31, 2022 522,467 —
Granted 356,402 —
Vested (173,092) —
Forfeited — —
Outstanding as of September 30, 2023 705,777 € 27.94
Performance Stock Units

~~At September 30, 2023,~~Performance stock units are subject to either a performance condition or a market condition.

Awards that are subject to a performance condition, are earned based on internal financial performance metrics measured by Contribution ex-TAC. A total of 536,452 shares have been granted at target under this plan with a vesting period of three years. The target shares are subject to a range of vesting from 0% to 200% based on the performance of internal financial metrics, for a maximum number of shares of 1,072,906. The grant-date fair value is determined based on the fair-value of the shares at the grant date, which is €29.88 per share for a total fair value of approximately $17.4 million, to be expensed on a straight-line basis over the respective vesting period. The number of shares granted, vesting and outstanding subject to performance conditions is as follows:


	Shares (PSU)	Weighted-Average Grant date Fair Value Per Share


Outstanding as of December 31, 2023	660,395	—
Granted	536,452	—
Performance share adjustment	64,152
Vested	(111,278)	—
Forfeited	—	—
Outstanding as of March 31, 2024	1,149,721	€	29.52

As of March 31, 2024, the Company had unrecognized stock-based compensation ~~relating~~related to ~~restricted~~performance stock units of approximately ~~$11.0~~$23.6 million, which is expected to be recognized over a weighted-average period of ~~3.12~~3.56 years.

Awards that are subject to a market condition are earned based on the Company’s total shareholder return relative to the Nasdaq Composite Index, and certain other vesting conditions. A total of 268,226 shares have been granted at target under this plan, to be earned in two equal tranches over a term of two and three years, respectively. The target shares are subject to a range of vesting from 0% to 200% for each tranche based on the TSR, for a maximum number of shares of 536,452. The grant-date fair value is approximately $13.7 million, to be expensed on a straight-line basis over the respective vesting period.

The grant-date fair value was determined based on a Monte-Carlo valuation model using the following key assumptions:


Expected volatility of the Company	42.73	%
Expected volatility of the benchmark	71.18	%
Risk-free rate	4.27	%
Expected dividend yield	—	%

The number of shares granted, vested and outstanding subject to market conditions is as follows:


	Shares (TSR)	Weighted-Average Grant date Fair Value Per Share


Outstanding as of December 31, 2023	—	—
Granted	268,226	—
Vested	—	—
Forfeited	—	—
Outstanding as of March 31, 2024	268,226	€	51.28

As of March 31, 2024, a total of $0.5 million expense has been recognized and the Company had unrecognized stock-based compensation related to performance stock units based of market conditions of $13.3 million, which is expected to be recognized over a period from April 1, 2024 to March 1, 2027.

Non-employee warrants

Non-employee warrants generally vest over four years, subject to the holder’s continued service through the vesting date.

Shares Weighted-Average Grant date Fair Value Per Share Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value
Outstanding as of December 31, 2022 302,775
Granted —
Exercised (58,318)
Canceled —
Expired —
Outstanding as of September 30, 2023 244,457 € 17.65 4.73 € 12.98
Vested and exercisable - September 30, 2023 237,852


	Shares	Weighted-Average Grant date Fair Value Per Share		Weighted-Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value


Outstanding as of December 31, 2023	244,457
Granted	—
Exercised	—
Canceled	—
Expired	—
Outstanding as of March 31, 2024	244,457	€	17.65	4.23	€	16.31

Vested and exercisable - March 31, 2024	244,457

The aggregate intrinsic value represents the difference between the exercise price of the non-employee warrants and the fair market value of common stock on the date of exercise.

No new stock non-employee warrants were granted in the period ending ~~September 30, 2023.~~March 31, 2024. As of ~~September 30, 2023 there is a small portion of~~March 31, 2024 all instruments ~~that are set to~~have fully ~~vest in 2023.~~vested.

Note ~~13.~~11. Financial and Other Income and Expenses

The condensed consolidated statements of income line item “Financial and Other ~~income (expense)”~~income” can be broken down as follows:


		Three Months Ended						Nine Months Ended
		September 30, 2023		September 30, 2022				September 30, 2023		September 30, 2022
		(in thousands)
						Three Months Ended
						Three Months Ended
						Three Months Ended
							March 31, 2024						March 31, 2024	March 31, 2023
					(in thousands)							(in thousands)
Financial income from cash equivalents	Financial income from cash equivalents	$	1,055	$	170			$	3,190	$	543
Interest and fees	Interest and fees	(437)		(422)				(1,500)		(1,391)

Foreign exchange gains (losses)	Foreign exchange gains (losses)	(1,731)		3,795				(4,683)		24,384

Foreign exchange gains (losses)

Foreign exchange gains (losses)
Discounting impact	Discounting impact	(1,593)		—				(3,692)		—
Other financial income (expense)		(261)		(58)				8,693		391
Total Financial and Other income (expense)		$	(2,967)	$	3,485			$	2,008	$	23,927
Other financial income
Total Financial and Other income

The ~~$2.0~~$1.2 million in financial and other income for the ~~nine~~three months ended ~~September 30, 2023,~~March 31, 2024, were mainly driven by ~~proceeds~~financial income from ~~disposal~~cash equivalents and a positive impact of ~~non consolidated investments~~foreign exchange, partially offset by the ~~recognition of a negative impact of foreign exchange and~~change in the accretion of the earn-out liability related to the Iponweb ~~acquisition.~~Acquisition.

~~At September 30, 2023,~~As of March 31, 2024, our exposure to foreign currency risk was centralized at Criteo S.A. and hedged using foreign currency swaps or forward purchases or sales of foreign currencies.

Note ~~14.~~12. Income Taxes

~~Breakdown of Income Taxes~~

The tax provision for interim periods is determined using an estimate of our annual effective tax rate (“AETR”), adjusted for discrete items arising in the period. To calculate our estimated AETR, we estimate our income before taxes and the related tax expense or benefit for the full fiscal year (total of expected current and deferred tax provisions), excluding the effect of significant unusual or infrequently occurring items or comprehensive income items not recognized in the statement of income. Each quarter, we update our estimate of the annual effective tax rate, and if our estimated annual tax rate does change, we make a cumulative adjustment in that quarter. Our quarterly tax provision, and our quarterly estimate of our annual effective tax rate, are subject to significant volatility due to several factors, including our ability to accurately predict our income (loss) before provision for income taxes in multiple ~~jurisdictions and the changes in foreign exchange rates.~~jurisdictions. Our effective tax rate in the future will depend on the portion of our profits earned within and outside of France.

~~On October 8,~~In December 2021, the Organization for Economic ~~Co-operation~~Cooperation and Development (OECD) announced the OECD/G20 Inclusive Framework on Base Erosion and Profit Shifting which agreed to a two-pillar solution to address tax challenges arising from digitalization of the economy. On December 20, 2021, the OECD released Pillar Two Model Rules defining the global minimum tax, which calls for the taxation of a minimum rate of 15% for multinational companies with consolidated revenue above €750 million. ~~Various foreign~~Numerous jurisdictions have enacted or are in the process of enacting legislation to adopt a minimum effective tax rate. ~~The OECD continues~~While the adoption of Pillar Two did not have a material impact on the first quarter of 2024, the Company will continue to ~~release~~assess the ongoing impact as additional guidance on the two-pillar solution with an implementation anticipated by 2024. We are currently evaluating the potential impact on future periods of the Pillar Two, pending legislative adoption by individual countries.becomes available.

The following table presents provision for income taxes:

Nine Months Ended
September 30, 2023 September 30, 2022
(in thousands)
Provision for income tax (expense) benefit $ 1,685 $ (4,735)


	Three Months Ended
	March 31, 2024		March 31, 2023
	(in thousands)
Provision for income tax (expense) benefit	$	(2,969)	$	4,595

For the ~~nine~~three months ended ~~September 30,~~March 31, 2024 and March 31, 2023, ~~and September 30, 2022,~~ provision for income tax (expense) benefit was ~~$1.7~~$(3.0) million and ~~$(4.7)~~$4.6 million, respectively. The ~~$1.7~~$(3.0) million ~~tax benefit~~expense was driven by ~~the loss~~profits from operations.

The ~~nine~~three months ended ~~September 30, 2023~~March 31, 2024 provision for income taxes mainly differs from the nominal standard French rate of 25.0% due to the application of a reduced income tax rate on the majority of the technology royalties income in France and nondeductible equity awards compensation ~~expense and reversal of loss of contingency on regulatory matters.~~expense.

Note ~~15.~~13. Earnings Per Share

Basic Earnings Per Share

We calculate basic earnings per share by dividing the net income or loss for the period attributable to shareholders of the Parent by the weighted average number of shares outstanding.


	Three Months Ended
		March 31, 2024		March 31, 2023
Net income (loss) attributable to shareholders of Criteo S.A.		$	7,244	$	(11,809)
Weighted average number of shares outstanding		55,149,622		56,256,082
Basic earnings per share		$	0.13	$	(0.21)

Diluted Earnings Per Share

We calculate diluted earnings per share by dividing the net income or loss attributable to shareholders of the Parent by the weighted average number of shares outstanding plus any potentially dilutive shares not yet issued from share-based compensation plans (refer to Note 10). For the ~~nine~~three months ended ~~September 30,~~March 31, 2023, ~~and September 30, 2022,~~the Company reported a net loss hence basic net loss isper share was the same as diluted net loss per share, as the inclusion of all potential shares of common stock outstanding would have been anti-dilutive.

For each period presented, a contract to issue a certain number of shares (i.e., share option, non-employee warrant, employee warrant ("BSPCE")) is assessed as potentially dilutive if it is “in the money” (i.e., the exercise or settlement price is lower than the average market price).


	Three Months Ended
		March 31, 2024		March 31, 2023
Net income (loss) attributable to shareholders of Criteo S.A.		$	7,244	$	(11,809)
Basic shares :
Weighted average number of shares outstanding of Criteo S.A.		55,149,622		56,256,082
Dilutive effect of :
Restricted share awards ("RSUs")		2,994,079		—
Lock-up shares ('LUSs")		1,041,412		—
Share options and BSPCE		96,763		—
Share warrants		51,006		—
Diluted shares :
Weighted average number of shares outstanding used to determine diluted earnings per share		59,332,882		56,256,082
Diluted earnings per share		$	0.12	$	(0.21)

The weighted average number of securities that were anti-dilutive for diluted EPS for the periods presented but which could potentially dilute EPS in the future are as follows:


	Three Months Ended
		March 31, 2024	March 31, 2023
Restricted share awards		641,556	497,821
Share options and BSPCE		—	—
Weighted average number of anti-dilutive securities excluded from diluted earnings per share		641,556	497,821

Three Months Ended Nine Months Ended
September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022
Net income (loss) attributable to shareholders of Criteo S.A. $ 6,927 $ 6,579 $ (7,758) $ (6,448)
Basic shares :
Weighted average number of shares outstanding of Criteo S.A. 56,297,666 60,318,114 56,173,218 60,431,597
Dilutive effect of :
Restricted share awards ("RSUs") 3,718,688 2,715,552 — —
Share options and BSPCE 103,221 111,342 — —
Share warrants 53,378 90,803 — —
Diluted shares :
Weighted average number of shares outstanding used to determine diluted earnings per share 60,172,953 63,235,811 56,173,218 60,431,597
Diluted earnings per share $ 0.12 $ 0.10 $ (0.14) $ (0.11)

Note ~~16.~~14. Commitments and contingencies

~~Contingencies~~

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

The amount of the provisions represents management’s latest estimate of the expected impact.

Legal and Regulatory matters

Following a complaint from Privacy International against a number of advertising technology companies with certain data protection authorities, including in France, France's Commission Nationale de l'Informatique et des Libertés (the "CNIL") opened a formal investigation in January 2020 against Criteo. ~~After closure of the procedure and a formal hearing, Criteo received notice that~~In June 2023, the CNIL issued ~~their~~its decision, ~~on June 21, 2023, in~~ which ~~the CNIL~~ retained alleged European Union's General Data Protection Regulation ("GDPR") violations but reduced the financial sanction against Criteo from the original ~~proposed~~ amount of €60 million ($6565.0 million) to €40 million ($4443.3 million). Criteo issued the required sanction payment during the third quarter of 2023. The decision relates to past matters and does not include any obligation for Criteo to change its current practices. Criteo ~~is currently appealing~~has appealed this decision before the French Council of State (Conseil ~~d’Etat.~~

d’Etat)
.

~~The €40 million ($43.3 million) penalty was applied against~~We are party to a claim (Doe v. GoodRx Holdings, Inc. et al. in the ~~previously accrued liability for loss contingency reflected in our financial statements~~U.S. District Court for the ~~period ended June 30, 2022, which amounted~~Northern District of California), alleging violations of various state and federal laws. We intend to ~~€60 million ($65 million). Criteo issued~~vigorously defend our position, but we are unable to predict the ~~required sanction payment during the third quarter of 2023.~~potential outcome.

Non income tax risks

We have recorded a $31.9 million provision related to certain non income tax items accounted for under "ASC 450 Contingencies". These risks were identified and recognized as part of the Iponweb Acquisition. We have recorded an indemnification asset in the full amount of the provision as the Company is indemnified against certain tax liabilities under the ~~FPA.~~Framework Purchase Agreement (FPA). The indemnification asset is recorded as part of "Other non current assets" on the consolidated statement of financial position.

Note ~~17.~~15. Breakdown of Revenue and Non-Current Assets by Geographical Areas

The Company operates in the following three geographical markets:

• Americas (North and South America);

• EMEA (Europe, Middle-East and Africa); and

• Asia-Pacific.

The following tables disclose our consolidated revenue for each geographical area for each of the reported periods. Revenue by geographical area is based on the location of advertisers’ campaigns or of the retailers.

For the Three Months Ended Americas EMEA Asia-Pacific Total
(in thousands)
September 30, 2023 $ 213,607 $ 164,890 $ 90,696 $ 469,193
September 30, 2022 $ 201,274 $ 150,915 $ 94,732 $ 446,921

For the Nine Months Ended Americas EMEA Asia-Pacific Total
(in thousands)
September 30, 2023 $ 606,650 $ 483,319 $ 293,174 $ 1,383,143
September 30, 2022 $ 609,461 $ 521,736 $ 321,381 $ 1,452,578


For the Three Months Ended	Americas		EMEA		Asia-Pacific		Total
	(in thousands)
March 31, 2024	$	198,365	$	162,842	$	88,848	$	450,055
March 31, 2023	$	188,288	$	160,214	$	96,514	$	445,016

Revenue generated in other significant countries where we operate is presented in the following table:


		Three Months Ended						Nine Months Ended
		September 30, 2023		September 30, 2022				September 30, 2023		September 30, 2022
		(in thousands)
						Three Months Ended
						Three Months Ended
						Three Months Ended
							March 31, 2024						March 31, 2024	March 31, 2023
					(in thousands)							(in thousands)

Americas	Americas
Americas
Americas
United States
United States
United States	United States	$	193,210	$	180,152			$	547,348	$	542,034
EMEA	EMEA
Germany
Germany
Germany	Germany	$	56,569	$	40,808			$	145,541	$	144,902
France	France	$	23,423	$	23,212			$	71,130	$	83,393
Asia-Pacific	Asia-Pacific
Japan	Japan	$	49,213	$	56,999			$	162,767	$	196,818
Japan
Japan

~~Other Information~~

For each reported period, non-current assets (corresponding to the net book value of tangible and intangible assets, excluding right of use assets related to lease agreements) are presented in the table below. The geographical information includes results from the locations of legal entities.

Americas EMEA Asia-Pacific Total
(in thousands)
September 30, 2023 $ 95,602 $ 196,649 $ 16,019 $ 308,270
December 31, 2022 $ 92,952 $ 193,007 $ 21,231�� $ 307,190



	Americas		EMEA		Asia-Pacific		Total
	(in thousands)

March 31, 2024	$	86,664	$	191,642	$	13,751	$	292,057
December 31, 2023	$	89,355	$	202,969	$	15,058	$	307,382

Note ~~18.~~16. Subsequent Events

The Company evaluated all subsequent events that occurred after ~~September 30, 2023~~March 31, 2024 through the date of issuance of the unaudited condensed consolidated financial statements and determined there are no significant events that require adjustments or disclosure.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, ~~2022,~~2023, filed with the Securities and Exchange Commission ("SEC"), on February ~~24, 2023.~~23, 2024. In addition to our historical condensed consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Quarterly Report on Form 10-Q, particularly in Part II, Item 1A, "Risk Factors."

To supplement our condensed consolidated financial statements, which are prepared and presented in accordance with generally accepted accounting principles in the United States of America ("~~U.S.~~ GAAP"), we present Contribution ex-TAC, and Adjusted EBITDA, which are non-GAAP financial measures. We define Contribution ex-TAC as a profitability measure akin to gross profit. It is calculated by deducting traffic acquisition costs from revenue and reconciled to gross profit through the exclusion of other costs of revenue. Contribution ex-TAC is presented in the section entitled "Contribution excluding Traffic Acquisition Costs", which includes a reconciliation to its most directly comparable ~~U.S.~~ GAAP financial measure, Gross Profit. We define Adjusted EBITDA as our consolidated earnings before financial income (expense), income taxes, depreciation and amortization, adjusted to eliminate the impact of equity awards compensation expense, pension service costs, certain restructuring, integration and transformation costs, certain acquisition costs and a loss contingency related to a regulatory matter. Adjusted EBITDA is presented in the section entitled "Adjusted EBITDA", which includes a reconciliation to its most directly comparable ~~U.S.~~ GAAP financial measure, Net Income. We also present revenues, traffic acquisition costs and Contribution ex-TAC on a constant currency basis; these measures exclude the impact of foreign currency fluctuations and are computed by applying the average exchange rates for the prior year to the current year figures. A reconciliation is provided in the section entitled "Constant Currency Reconciliation".

We believe these non-GAAP financial measures provide investors with useful supplemental information about the financial performance of our business, enable comparison of financial results between periods where certain items may vary independent of business performance, and allow for greater transparency with respect to key metrics used by management in operating our business. As required by the rules of the SEC, we provide reconciliations of the non-GAAP financial measures contained in this document to the most directly comparable measures under GAAP.

Overview

We ~~offer~~are a global technology company driving superior commerce outcomes for marketers and media owners through the ~~only unified platform that directly connects advertisers with retailers and publishers on the open internet.~~

~~With our~~world’s leading Commerce Media ~~platform, we maximize returns for advertisers by delivering impactful~~Platform. We operate in commerce media, the future of digital advertising, to the right consumer across the entire shopper journey. We also enable media owners to earn more revenue by enriching and activating their first-party data and inventory to advertisers. This includes powering the retail media ecosystem as we enable brands to reach shoppers with relevant ads near the digital point of sale on retailer and marketplace websites while enabling retailers to monetize their ad inventory and add a new, high margin revenue stream.

~~Our platform leverages~~leveraging commerce data ~~in a~~ ~~privacy-by-design~~ ~~way~~ and artificial intelligence ("AI") to connect ecommerce, digital marketing and media monetization to reach consumers throughout their shopping journey. Our vision is to bring richer experiences to every consumer by supporting a fair and open internet that enables discovery, innovation, and choice – powered by trusted and impactful advertising. We have accelerated and deeply transformed the Company from a single-product to a multi-solution platform provider, fast diversifying our solutions work seamlessly across digital devices (desktops, laptops, smartphones and tablets), commerce and advertising environments (browsers, apps, connected TV and physical retail stores), advertising channels and formats (display, including social and native, online video, connected TV and ads on retailers' properties).business into new solutions..

We ~~leverage pricing models consistent with industry standards that include cost-per click, cost-per-impression~~report our segment results as Retail and ~~cost-per-install, as well as volume-based fees for~~Performance Media:

•Retail Media encompasses revenue generated from brands, agencies and ~~large~~ retailers ~~using our Retail Media solutions, and, in certain cases, a set fee~~ for the ~~use~~purchase and sale of ~~our platform capabilities.~~retail media digital advertising inventory and audiences, and services.

•Performance Media segment encompasses commerce activation, monetization, and services.

~~We report our segment results as Marketing Solutions, Retail Media and Iponweb:~~

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

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

•~~Iponweb~~ specializes in building real-time advertising technology and trading infrastructure, delivering advanced media buying, selling, and packaging capabilities for media owners, agencies, performance advertisers, and 3rd-party ad tech platforms.

Current quarter financial highlights

For the three months ended ~~September 30, 2023,~~March 31, 2024, revenue grew by 5%1% to ~~$469.2~~$450.1 million, compared to the same period in the prior year, reflecting ~~the acquisition of Iponweb and~~ growth in Retail Media. At constant currency, revenue increased by 2%3%.

Gross profit for the three months ended ~~September 30, 2023~~March 31, 2024 increased by ~~14%~~20% to ~~$205.1~~$217.2 million, compared to the same period in the prior year, primarily due to revenue growth and lower traffic acquisition costs.

Contribution ex-TAC for the three months ended ~~September 30, 2023~~March 31, 2024 increased by 15% to ~~$245.4~~$253.9 million, compared to the same period in the prior year, driven by growth across ~~all~~both segments. At constant currency, Contribution ex-TAC increased by ~~13%~~17%.

Net income for the three months ended ~~September 30, 2023~~March 31, 2024 increased by 2%171% to ~~$6.6~~$8.6 million, compared to the same period in the prior year, primarily due to revenue growth.

Adjusted EBITDA for the three months ended ~~September 30, 2023~~March 31, 2024 increased by ~~36%~~83% to ~~$68.4~~$70.7 million, compared to the same period in the prior year, primarily due to higher Contribution ex-TAC over the period and ~~planned~~disciplined cost ~~reduction actions, partially offset by incremental costs following the acquisition of Iponweb.~~management.

Cash flow from operating activities was ~~$19.6~~$14.0 million for the three months ended ~~September 30, 2023,~~March 31, 2024, compared to ~~$41.6~~$42.0 million in the same period in the prior year, ~~primarily due to the payment for a contingent liability on regulatory matters.~~reflecting TAC payments in line with seasonality.

Trends, Opportunities and Challenges

We believe our performance and future success depend on several factors that present significant opportunities but also pose risks and challenges, including those referred to in Part I, Item 1A of our risk factor section of our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2022.~~2023.

Develop and Scale our Commerce Media Platform

Our future growth depends upon our ability to retain and scale our existing clients and increase the usage of our Commerce Media platform as well as adding new customers. We believe that we are in a leading position in the Commerce Media space as we have unique commerce data at scale, deep integrations with retailers, a large client base, differentiated technology and a R&D powerhouse. By unifying the Commerce Media ecosystem with a multi-retailer, multi-channel, multi-format approach and providing full funnel closed loop measurement to our clients, we believe we are well positioned to capture more ad budgets and market share.

Business and Macroeconomic Conditions

Global economic and geopolitical conditions have been increasingly volatile due to factors such as the conflicts in Ukraine and the Middle East, inflation, and high interest rates. The economic uncertainty resulting from these factors has negatively impacted advertising demand, consumer behavior, and to some extent, our performance.

These factors, among others, including the impact of persistent inflation, make it difficult for Criteo and our clients to accurately forecast and plan future business activities, and could cause the company's clients to reduce or delay their advertising spending or increase their cautiousness, which, in turn, could have an adverse impact on our business, financial condition and results of operations. We are monitoring these macroeconomic conditions closely and may continue to take actions in response to such conditions to the extent they adversely affect our business.

Seasonality

In the advertising industry, companies commonly experience seasonal fluctuations in revenue, as many marketers allocate the largest portion of their budgets to the third and fourth quarter of the calendar year in order to coincide with increased back-to-school and holiday purchasing. Historically, the fourth quarter has reflected our highest level of advertising activity for the year. We generally expect the subsequent first quarter to reflect lower activity levels, but this trend may be masked due to the growth of our business.

In addition, historical seasonality may not be predictive of future results given the potential for changes in advertising buying patterns and consumer activity due to the potential impacts of the evolving macroeconomic and geopolitical conditions discussed above.

We expect our revenue to continue to fluctuate based on seasonal factors that affect the advertising industry as a whole.

Privacy Trends and Government Regulations

We are subject to U.S. and international laws and regulations regarding privacy, data protection, digital advertising and the collection of user data. In addition, large Internet and technology companies such as Google and Apple are making their own decisions as to how to protect consumer privacy with measures resulting in signal loss, which impact the entire digital ecosystem. Google’s web browser, Chrome, announced plans to deprecate support for third-party cookies in ~~the second half of 2024,~~2025, which will follow a one-percent deprecation of third-party cookies for Chrome users globally that was implemented in the first quarter of 2024. These developments could cause instability in the advertising technology industry. We have developed a multi-pronged addressability strategy to enhance our resilience post third-party identifiers.

Results of Operations for the Periods Ended ~~September 30,~~March 31, 2024 and March 31, 2023 ~~and September 30, 2022~~ (Unaudited)

Revenue

Revenue breakdown by segment


		Three Months Ended						Nine Months Ended
		September 30, 2023		September 30, 2022		% change		September 30, 2023		September 30, 2022		% change
		(in thousands, except percentages)
				Three Months Ended
				Three Months Ended
				Three Months Ended
							March 31, 2024																March 31, 2024	March 31, 2023	% change
							(in thousands, except percentages)																		(in thousands, except percentages)
Revenue as reported	Revenue as reported	$	469,193	$	446,921	5%		$	1,383,143	$	1,452,578	(5)%	Revenue as reported		$	450,055		$	445,016		1%	1%
Conversion impact U.S. dollar/other currencies	Conversion impact U.S. dollar/other currencies	$	(13,666)	—				$	9,136	—
Revenue at constant currency	Revenue at constant currency	$	455,527	$	446,921	2%		$	1,392,279	$	1,452,578	(4)%
Revenue at constant currency
Revenue at constant currency															456,286			445,016			3%

Marketing Solutions revenue as reported		385,762		387,288		—%		1,162,943		1,291,599		(10)%
Conversion impact U.S. dollar/other currencies		(12,277)		—				9,838		—
Marketing Solutions revenue at constant currency		373,485		387,288		(4)%		1,172,781		1,291,599		(9)%

Retail Media revenue as reported
Retail Media revenue as reported
Retail Media revenue as reported	Retail Media revenue as reported	49,813		41,170		21%		132,424		142,516		(7)%		50,872		38,021	38,021		34%	34%
Conversion impact U.S. dollar/other currencies	Conversion impact U.S. dollar/other currencies	(845)		—				(158)		—
Retail Media revenue at constant currency	Retail Media revenue at constant currency	48,968		41,170		19%		132,266		142,516		(7)%
Retail Media revenue at constant currency
Retail Media revenue at constant currency															50,649			38,021			33%

Iponweb revenue as reported		33,618		18,463		82%		87,776		18,463		NM
Performance Media revenue as reported
Performance Media revenue as reported
Performance Media revenue as reported															399,183			406,995			(2)%
Conversion impact U.S. dollar/other currencies	Conversion impact U.S. dollar/other currencies	(544)		—				(544)		—
Iponweb revenue at constant currency		33,074		18,463		79%		87,232		18,463		NM
Performance Media revenue at constant currency
Performance Media revenue at constant currency
Performance Media revenue at constant currency															405,637			406,995			—%

Revenue for the three months ended ~~September 30, 2023~~March 31, 2024 increased 5%1%, or 2%3% on a constant currency basis, to ~~$455.5~~$456.3 million compared to the three months ended ~~September 30, 2022,~~March 31, 2023 reflecting ~~the acquisition of Iponweb and~~ growth in Retail Media.

In the ~~quarter, 92%~~three months ended March 31, 2024, 89% of revenue came from existing clients while 8%11% came from new client additions. ~~Our number of clients was down 3% year-over-year, predominantly small business clients.~~

Marketing Solutions revenue was flat, or decreased (4)% on a constant currency basis, to $373.5 million for the three months ended September 30, 2023, driven by soft retail trends, partially offset by continued strength in travel.

Retail Media revenue increased ~~21%~~34%, or ~~19%~~33% on a constant currency basis, to ~~$49.0~~$50.6 million for the three months ended September 30, 2023, reflecting continued strength in Retail Media onsite, in particular in the U.S. market, and growing network effects of onboarding brands and retailers to the platform. This was partially offset by the impact of recognizing revenue on a net basis for clients transitioning to the Company's platform. As a result of this transition to a full platform business, the growth of Retail Media revenue has been temporarily impacted. Reflecting the underlying economic performance, Retail Media's Contribution ex-TAC increased 31%, or 29% on a constant currency basis, for the three months ended September 30, 2023.

~~Iponweb revenue increased 82%, or 79% on constant currency basis, to $33.1 million for the three months ended September 30, 2023 following the closing of the acquisition on August 1, 2022.~~

Additionally, our $469.2 million of revenue for the three months ended September 30, 2023 was positively impacted by $13.7 million of currency fluctuations, particularly as a result of the depreciation of the Euro, Japanese Yen, British Pound, Turkish Lira, and the Brazilian Real compared to the U.S. dollar.

Revenue for the nine months ended September 30, 2023 decreased (5)%, or (4)% on a constant currency basis, to $1,392.3 million compared to the nine months ended September 30, 2022 reflecting the impact of recognizing revenue on a net basis for clients transitioning to the Company's platform in Retail Media.

~~In the nine months ended September 30, 2023, 91% of revenue came from existing clients while 9% came from new client additions.~~

Marketing Solutions revenue decreased (10)%, or (9)% on a constant currency basis, to $1,172.8 million for the nine months ended September 30, 2023, driven by anticipated signal loss impacts, the suspension of the Company's operations in Russia and soft retail trends, partially offset by continued strength in travel.

Retail Media revenue decreased (7)%, or (7)% on a constant currency basis, to $132.3 million for the nine months ended September 30, 2023, reflecting the impact of recognizing revenue on a net basis for clients transitioning to the Company's platform. As a result of this transition to a full platform business, the growth rate of Retail Media revenue has been temporarily impacted. Reflecting the underlying performance, Retail Media's Contribution ex-TAC increased 24%, or 24% on a constant currency basis, for the nine months ended September 30, 2023,March 31, 2024, driven by continued strength in Retail Media onsite, in particular in the U.S. market, and growing network effects of onboarding brands and retailers to the platform.

~~Iponweb~~Performance Media revenue ~~increased to $87.2 million~~decreased (2)%, or 0% on a constant currency basis, to $405.6 million for the ~~nine~~three months ended ~~September 30, 2023 following the closing of the acquisition on August 1, 2022.~~March 31, 2024, with improving trends across all verticals.

Additionally, our ~~$1,383.1~~$450.1 million of revenue for the ~~nine~~three months ended ~~September 30, 2023~~March 31, 2024 was negatively impacted by ~~$9.1~~$6.2 million of currency fluctuations, particularly as a result of the depreciation of the Euro, Japanese Yen, ~~British Pound, Turkish Lira,~~ and the Brazilian Real compared to the U.S. dollar.

Revenue breakdown by region


		Three Months Ended							Nine Months Ended
		September 30, 2023		September 30, 2022		% change			September 30, 2023		September 30, 2022		% change
		(in thousands, except percentages)
						Three Months Ended
						Three Months Ended
						Three Months Ended
								March 31, 2024																March 31, 2024		March 31, 2023	% change
							(in thousands, except percentages)																		(in thousands, except percentages)
Revenue as reported	Revenue as reported	$	469,193	$	446,921	5%			$	1,383,143	$	1,452,578	(5)%	Revenue as reported		$	450,055		$	445,016		1%	1%
Conversion impact U.S. dollar / other currencies	Conversion impact U.S. dollar / other currencies	$	(13,665)	$	—				$	9,136	$	—
Revenue at constant currency	Revenue at constant currency	$	455,528	$	446,921	2%			$	1,392,279	$	1,452,578	(4)%
Revenue at constant currency
Revenue at constant currency																456,286			445,016			3%
Americas	Americas
Revenue as reported
Revenue as reported
Revenue as reported	Revenue as reported	213,607		201,274		6%			606,650		609,461		0%		198,365		188,288	188,288		5%	5%
Conversion impact U.S. dollar / other currencies	Conversion impact U.S. dollar / other currencies	(6,757)		—					(8,315)		—
Revenue at constant currency	Revenue at constant currency	206,850		201,274		3%			598,335		609,461		(2)%
Revenue at constant currency
Revenue at constant currency																197,734			188,288			5%
EMEA	EMEA
Revenue as reported
Revenue as reported
Revenue as reported	Revenue as reported	164,890		150,915		9%			483,319		521,736		(7)%		162,842		160,214	160,214		2%	2%
Conversion impact U.S. dollar / other currencies	Conversion impact U.S. dollar / other currencies	(9,226)		—					(25)		—
Revenue at constant currency	Revenue at constant currency	155,664		150,915		3%			483,294		521,736		(7)%
Revenue at constant currency
Revenue at constant currency																162,527			160,214			1%
Asia-Pacific	Asia-Pacific
Revenue as reported
Revenue as reported
Revenue as reported	Revenue as reported	90,696		94,732		(4)%			293,174		321,381		(9)%		88,848		96,514	96,514		(8)%	(8)%
Conversion impact U.S. dollar / other currencies	Conversion impact U.S. dollar / other currencies	2,318		—					17,476		—
Revenue at constant currency	Revenue at constant currency	93,014		94,732		(2)%			310,650		321,381		(3)%
Revenue at constant currency
Revenue at constant currency																96,025			96,514			(1)%

Our revenue in the Americas region increased 6%5%, or 3%5% on a constant currency basis, to ~~$206.9~~$197.7 million for the three months ended ~~September 30, 2023~~March 31, 2024 compared to the three months ended ~~September 30, 2022.~~March 31, 2023. This primarily reflects continued strong performance of Retail Media as the platform continues to scale with large retailers and consumer brands and ~~continued strength in travel.~~

Our revenue in EMEA increased 9%, or 3% on a constant currency basis, to $155.7 million for the three months ended September 30, 2023 compared to the three months ended September 30, 2022. This primarily reflects continued traction in Retail Media.

Our revenue in the Asia-Pacific region decreased (4)%, or (2)% on a constant currency basis, to $93.0 million for the three months ended September 30, 2023 compared to the three months ended September 30, 2022, reflecting soft retail andstrong Classified trends in the region.

Our revenue in ~~the Americas region was flat,~~EMEA increased 2%, or ~~decreased (2)%~~1% on a constant currency basis, to ~~$598.3~~$162.5 million for the ~~nine~~three months ended ~~September 30, 2023~~March 31, 2024 compared to the ~~nine~~three months ended ~~September 30, 2022. This primarily reflects the impact of recognizing revenue on a net basis for~~March 31, 2023, reflecting continued traction in Retail Media ~~clients transitioning to the Company's platform, partially offset by continued strong performance of Retail Media as the platform continues to scale with large retailers and consumer brands~~ and continued strength in ~~travel.~~

Our revenue in EMEA decreased (7)%, or (7)% on a constant currency basis, to $483.3 million for the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022, reflecting soft retail trends across our markets. This also reflects the impact of recognizing revenue on a net basis for Retail Media clients transitioning to the Company's platform, partially offset by continued traction in Retail Media.Travel.

Our revenue in the Asia-Pacific region decreased ~~(9)~~(8)%, or ~~(3)~~(1)% on a constant currency basis, to ~~$310.7~~$96.0 million for the ~~nine~~three months ended ~~September 30, 2023~~March 31, 2024 compared to the ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2023, reflecting soft ~~retail~~Classified trends, partially offset by solid Retail and ~~Classified~~Travel trends in the region.

Cost of Revenue


	Three Months Ended
			March 31, 2024			March 31, 2023			% change
		(in thousands, except percentages)
Traffic acquisition costs			$	(196,167)		$	(224,398)		(13)%
Other cost of revenue			(36,665)			(39,109)			(6)%
Total cost of revenue			(232,832)			(263,507)			(12)%
% of revenue			52		%	59		%
Gross profit %			48		%	41		%

~~Cost of Revenue~~
Three Months Ended Nine Months Ended
September 30, 2023 September 30, 2022 %
change September 30,
2023 September 30,
2022 %
change
(in thousands, except percentages)
Traffic acquisition costs $ (223,798) $ (233,543) (4)% $ (676,913) $ (807,758) (16)%
Other cost of revenue $ (40,268) $ (33,771) 19% $ (119,812) $ (96,214) 25%
Total cost of revenue $ (264,066) $ (267,314) (1)% $ (796,725) $ (903,972) (12)%
% of revenue (56) % (60) % (58) % (62) %
Gross profit % 44 % 40 % 42 % 38 %


		Three Months Ended								Nine Months Ended
		September 30, 2023		September 30, 2022		% change	% change at Constant Currency			September 30, 2023		September 30, 2022		% change	% change at Constant Currency

		(in thousands, except percentages)
Marketing Solutions		$	(222,421)	$	(229,266)	(3)%	(7)%			$	(673,795)	$	(769,520)	(12)%
						Three Months Ended
						Three Months Ended
						Three Months Ended
									March 31, 2024															March 31, 2024	March 31, 2023		% change	% change at Constant Currency
								(in thousands, except percentages)																		(in thousands, except percentages)
Retail Media	Retail Media	$	(1,377)	$	(4,277)	(68)%	(70)%			$	(3,118)	$	(38,238)	(92)%		Retail Media	$	(703)	$	(669)	5%	5%	4%
Iponweb		$	—	$	—	—%				$	—	$	—	—%
Performance Media																Performance Media	(195,464)		(223,729)		(13)%		(12)%
Traffic Acquisition Costs	Traffic Acquisition Costs	$	(223,798)	$	(233,543)	(4)%	(8)%			$	(676,913)	$	(807,758)	(16)%		Traffic Acquisition Costs	(196,167)		(224,398)	(224,398)	(13)%	(13)%	(11)%

Cost of revenue for the three months ended ~~September 30, 2023~~March 31, 2024 decreased ~~$(3.2)~~$(30.7) million, or ~~(1)~~(12)%, compared to the three months ended ~~September 30, 2022.~~March 31, 2023. This decrease was primarily the result of a decrease of ~~$(9.7)~~$(28.2) million, or ~~(4)~~(13)% (or ~~(8)~~(11)% on a constant currency basis) in traffic acquisition costs driven by a lower average price partially offset by an increase in volume, and ~~an increase~~a decrease of ~~$6.5~~$(2.4) million, or ~~19%~~(6)% in other cost of revenue.

Traffic acquisition costs in ~~Marketing Solutions decreased~~Retail Media increased by ~~(3)%~~5% (or ~~(7)%~~4% at constant currency). This was driven by a (7)% decrease (or (10)% at constant currency) in the average cost per thousand impressions ("CPM") for inventory purchased, including lower CPMs for signal-limited environments where Criteo continues to perform, partially offset by a 4% increase in the number of impressions we purchased.

Traffic acquisition costs in ~~Retail~~Performance Media decreased by (68)% (or (70)% at constant currency), reflecting the technical and transitory impact related to the client migration to our platform because we recognize revenue on a net basis in all arrangements running on the platform.

~~As Iponweb reports revenues on a net basis, it has no traffic acquisition costs.~~

~~The increase in other cost of revenue included an increase in hosting costs of $4.5 million and other costs of sales of $2.3 million.~~

Cost of revenue for the nine months ended September 30, 2023 decreased $(107.2) million, or (12)%, compared to the nine months ended September 30, 2022. This decrease was primarily the result of a decrease of $(130.8) million, or (16)% (or (16)% on a constant currency basis) in traffic acquisition costs driven by a lower average price partially offset by an increase in volume, and an increase of $23.6 million, or 25% in other cost of revenue.

~~Traffic acquisition costs in Marketing Solutions decreased by (12)~~(13)% (or (12)% at constant currency). This was driven by a ~~(16)~~(8)% decrease (or ~~(16)~~(6)% at constant currency) in the average cost per thousand impressions ("CPM") for inventory purchased, including lower CPMs for signal-limited environments where Criteo continues to perform, and a ~~4% increase~~(6)% decrease in the number of impressions we ~~purchased, reflecting our expanding relationships with existing and new publisher partners, in particular through direct connections, to support client demand for advertising campaigns.~~

Traffic acquisition costs in Retail Media decreased by (92)% (or (92)% at constant currency), reflecting the technical and transitory impact related to the client migration to our platform because we recognize revenue on a net basis in all arrangements running on the platform.

~~As Iponweb reports revenues on a net basis, it has no traffic acquisition costs.~~purchased.

The ~~increase~~decrease in other cost of revenue included ~~an increase~~a decrease in depreciation of servers, offset by other hosting ~~costs of $23.3 million and other cost of sales of $0.3 million.~~costs.

Contribution excluding Traffic Acquisition Costs

We define Contribution excluding Traffic Acquisition Costs, "Contribution ex-TAC", as a profitability measure akin to gross profit. It is calculated by deducting traffic acquisition costs from revenue and reconciled to gross profit through the exclusion of other costs of revenue. Contribution ex-TAC is not a measure calculated in accordance with ~~U.S.~~ GAAP. We have included Contribution ex-TAC 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. In particular, we believe that this measure can provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Contribution ex-TAC provides useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors. Our use of Contribution ex-TAC 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 Contribution 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 Contribution ex-TAC alongside our other ~~U.S.~~ GAAP financial measures.

The below table provides a reconciliation of Contribution ex-TAC to gross profit:


						Three Months Ended
						Three Months Ended
						Three Months Ended
							March 31, 2024					March 31, 2024	March 31, 2023
		Three Months Ended						Nine Months Ended
		September 30, 2023		September 30, 2022				September 30, 2023		September 30, 2022

		(in thousands)
						(in thousands)
						(in thousands)
						(in thousands)
Gross Profit	Gross Profit	$	205,127	$	179,607			$	586,418	$	548,606
Other Cost of Revenue	Other Cost of Revenue	$	40,268	$	33,771			119,812		96,214
Contribution ex-TAC	Contribution ex-TAC	$	245,395	$	213,378			$	706,230	$	644,820

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

The following table sets forth our revenue and Contribution ex-TAC by segment:


						Three Months Ended
						Three Months Ended
						Three Months Ended
									March 31, 2024															March 31, 2024	March 31, 2023	% change	% change at Constant Currency
		Three Months Ended								Nine Months Ended
		September 30, 2023		September 30, 2022		% change	% change at Constant Currency			September 30, 2023		September 30, 2022		% change	% change at Constant Currency

		(amounts in thousands, except percentages)
								(amounts in thousands, except percentages)
								(amounts in thousands, except percentages)
								(amounts in thousands, except percentages)
								(amounts in thousands, except percentages)
								(amounts in thousands, except percentages)
								(amounts in thousands, except percentages)
								(amounts in thousands, except percentages)
								(amounts in thousands, except percentages)
								(amounts in thousands, except percentages)
								(amounts in thousands, except percentages)
								(amounts in thousands, except percentages)
								(amounts in thousands, except percentages)
								(amounts in thousands, except percentages)
								(amounts in thousands, except percentages)
								(amounts in thousands, except percentages)
								(amounts in thousands, except percentages)
								(amounts in thousands, except percentages)
								(amounts in thousands, except percentages)
Revenue	Revenue
Marketing Solutions		$	385,762	$	387,288	—%	(4)%			$	1,162,943	$	1,291,599	(10)%	(9)%
Retail Media	Retail Media	49,813		41,170		21%	19%			132,424		142,516		(7)%
Iponweb		33,618		18,463		82%	79%			87,776		18,463		375%	372%
Retail Media
Retail Media																	$	50,872	$	38,021	34%		33%
Performance Media																Performance Media	399,183		406,995		(2)%		—%
Total	Total	469,193		446,921		5%	2%			1,383,143		1,452,578		(5)%	(4)%	Total	450,055		445,016	445,016	1%	1%	3%

Contribution ex-TAC	Contribution ex-TAC
Marketing Solutions		163,341		158,022		3%	1%			489,148		522,079		(6)%	(5)%
Contribution ex-TAC
Contribution ex-TAC
Retail Media	Retail Media	48,436		36,893		31%	29%			129,306		104,278		24%
Iponweb		33,618		18,463		82%	79%			87,776		18,463		375%	372%
Retail Media
Retail Media																	$	50,169	$	37,352	34%
Performance Media																Performance Media	203,719		183,266		11%		13%
Total	Total	245,395		213,378		15%	13%			706,230		644,820		10%	11%	Total	253,888		220,618	220,618	15%	15%	17%

Contribution ex-TAC increased ~~$32.0~~$33.3 million, or 15% for the three months ended ~~September 30, 2023~~March 31, 2024 compared to the three months ended ~~September 30, 2022.~~March 31, 2023. The increase in Contribution ex-TAC was ~~primarily due to the~~driven by growth in ~~Retail Media and the contribution from Iponweb.~~both segments.

Contribution ex-TAC increased $61.4 million, or 10% for the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022. The increase in Contribution ex-TAC was primarily due to the growth in Retail Media and the contribution from Iponweb. This was partially offset by a decline in Marketing Solutions.

Constant Currency Reconciliation

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


								Three Months Ended
								Three Months Ended
								Three Months Ended
										March 31, 2024																		March 31, 2024		March 31, 2023	% change
									(amounts in thousands, except percentages)																				(amounts in thousands, except percentages)
		Three Months Ended																Nine Months Ended
		September 30, 2023			September 30, 2022			% change			September 30, 2023			September 30, 2022			% change
		(amounts in thousands, except percentages)

Gross Profit as reported
Gross Profit as reported
Gross Profit as reported	Gross Profit as reported	$	205,127		$	179,607		14%			$	586,418		$	548,606		7%		$	217,223		$	181,509		20%	20%

Other cost of revenue as reported	Other cost of revenue as reported	(40,268)			(33,771)			19%			(119,812)			(96,214)			25%
Other cost of revenue as reported
Other cost of revenue as reported																					(36,665)			(39,109)			(6)%

Contribution ex-TAC as reported	Contribution ex-TAC as reported	245,395			213,378			15%			706,230			644,820			10%
Contribution ex-TAC as reported
Contribution ex-TAC as reported																					253,888			220,618			15%
Conversion impact U.S. dollar/other currencies	Conversion impact U.S. dollar/other currencies	(4,858)			—						7,286			—
Contribution ex-TAC at constant currency
Contribution ex-TAC at constant currency
Contribution ex-TAC at constant currency	Contribution ex-TAC at constant currency	240,537			213,378			13%			713,516			644,820			11%		257,610			220,618	220,618		17%	17%
Contribution ex-TAC/Revenue as reported	Contribution ex-TAC/Revenue as reported	52		%	48		%				51		%	44		%

Traffic acquisition costs as reported	Traffic acquisition costs as reported	(223,798)			(233,543)			(4)%			(676,913)			(807,758)			(16)%

Traffic acquisition costs as reported

Traffic acquisition costs as reported																					(196,167)			(224,398)			(13)%
Conversion impact U.S. dollar/other currencies	Conversion impact U.S. dollar/other currencies	8,808			—						(1,850)			—
Traffic Acquisition Costs at constant currency
Traffic Acquisition Costs at constant currency
Traffic Acquisition Costs at constant currency	Traffic Acquisition Costs at constant currency	(214,990)			(233,543)			(8)%			(678,763)			(807,758)			(16)%		(198,676)			(224,398)	(224,398)		(11)%	(11)%

Revenue as reported	Revenue as reported	469,193			446,921			5%			1,383,143			1,452,578			(5)%
Revenue as reported
Revenue as reported																					450,055			445,016			1%
Conversion impact U.S. dollar/other currencies	Conversion impact U.S. dollar/other currencies	(13,665)			—						9,136			—
Revenue at constant currency
Revenue at constant currency
Revenue at constant currency	Revenue at constant currency	$	455,528		$	446,921		2%			$	1,392,279		$	1,452,578		(4)%		$	456,286		$	445,016		3%	3%

Research and Development Expenses


								Three Months Ended
								Three Months Ended
								Three Months Ended
										March 31, 2024															March 31, 2024	March 31, 2023	% change
		Three Months Ended									Nine Months Ended
		September 30, 2023			September 30, 2022			% change			September 30, 2023			September 30, 2022			% change

		(in thousands, except percentages)
									(in thousands, except percentages)
									(in thousands, except percentages)
									(in thousands, except percentages)
Research and development expenses	Research and development expenses	$	(62,522)		$	(42,725)		46%			$	(193,887)		$	(118,248)		64%	Research and development expenses	$	(66,858)	$	(63,590)	5%	5%
% of revenue	% of revenue	(13)		%	(10)		%				(14)		%	(8)		%

Research and development expenses for the three months ended ~~September 30, 2023,~~March 31, 2024, increased ~~$19.8~~$3.3 million or ~~46%~~5% compared to the three months ended ~~September 30, 2022. This increase mainly related to an increase in headcount-related expenses, and the amortization of Iponweb acquisition-related intangible assets.~~

~~Research and development expenses for the nine months ended September 30, 2023, increased $75.6 million or 64% compared to the nine months ended September 30, 2022.~~March 31, 2023. This increase mainly related to higher headcount-related costs ~~increase in share-based compensation expense~~ and depreciation and amortization costs.

Sales and Operations Expenses

Three Months Ended Nine Months Ended
September 30, 2023 September 30, 2022 %
change September 30, 2023 September 30, 2022 %
change
(in thousands, except percentages)
Sales and operations expenses $ (94,572) $ (90,051) 5% $ (308,325) $ (278,363) 11%
% of revenue (20) % (20) % (22) % (19) %


	Three Months Ended
			March 31, 2024			March 31, 2023			% change

		(in thousands, except percentages)
Sales and operations expenses			$	(92,842)		$	(101,242)		(8)%
% of revenue			(21)		%	(23)		%

Sales and operations expenses for the three months ended ~~September 30, 2023 increased $4.5~~March 31, 2024 decreased $(8.4) million or 5%(8)% compared to the three months ended ~~September 30, 2022.~~March 31, 2023. This ~~increase mainly related to an increase in headcount-related costs and share-based compensation expense partially offset by a decrease in marketing expense.~~

Sales and operations expenses for the nine months ended September 30, 2023 increased $30.0 million or 11% compared to the nine months ended September 30, 2022. This increase mainly related to an increase in headcount-related costs and share based compensation expense partially offset by a decrease in marketing expenses and depreciation and amortization expense.

~~General and Administrative Expenses~~

Three Months Ended Nine Months Ended
September 30, 2023 September 30, 2022 %
change September 30, 2023 September 30, 2022 %
change
(in thousands, except percentages)
General and administrative expenses $ (36,599) $ (42,353) (14)% $ (95,306) $ (176,361) (46)%
% of revenue (8) % (9) % (7) % (12) %

~~General and administrative expenses for the three months ended September 30, 2023, decreased $(5.8) million or (14)%, compared to the three months ended September 30, 2022. The~~ decrease mainly ~~relates~~related to a decrease in headcount-related costs, ~~and third-party services~~a decrease in bad debt expense partially offset by an increase in share based compensation expense.

General and Administrative Expenses


	Three Months Ended
			March 31, 2024			March 31, 2023			% change

		(in thousands, except percentages)
General and administrative expenses			$	(47,169)		$	(40,170)		17%
% of revenue			(10)		%	(9)		%

General and administrative expenses for the ~~nine~~three months ended ~~September 30, 2023, decreased $(81.1)~~March 31, 2024, increased $7.0 million or ~~(46)%~~17%, compared to the ~~nine~~three months ended ~~September 30, 2022.~~March 31, 2023. The ~~decrease~~increase mainly relates to the ~~partial release~~change in fair value of the ~~one time loss contingency on regulatory matters accounted for during~~earn-out liability related to the ~~nine months ended September 30, 2022 (see Note 16), partially offset by~~acquisition of the Iponweb business, and an increase in ~~people-related costs.~~share based compensation expense.

Financial and Other Income ~~/ (Expense)~~

Three Months Ended Nine Months Ended
September 30, 2023 September 30, 2022 %
change September 30, 2023 September 30, 2022 %
change
(in thousands, except percentages)
Financial and Other Income / (Expense) $ (2,967) $ 3,485 (185)% $ 2,008 $ 23,927 (92)%
% of revenue (1) % 1 % — % 2 %

Financial and Other income (expense) for the three months ended September 30, 2023, decreased by $(6.5) million or (185)% compared to 2022. The decrease is related to the one time foreign exchange gain in 2022 and the accretion of earn out liability related to the Iponweb acquisition, partially offset by income from cash equivalents.


	Three Months Ended
			March 31, 2024			March 31, 2023			% change

		(in thousands, except percentages)
Financial and Other Income			$	1,181		$	6,827		(83)%
% of revenue			—		%	2		%

Financial and Other income for the ~~nine~~three months ended ~~September 30, 2023,~~March 31, 2024, decreased by ~~$(21.9)~~$(5.6) million or ~~(92)~~(83)% compared to ~~2022.~~the three months ended March 31, 2023. The decrease is related to the ~~one time foreign exchange gain in 2022~~disposal of non consolidated investments during the three months ended March 31, 2023, and the accretion of ~~earn out~~the earn-out liability related to the Iponweb ~~acquisition,~~Acquisition, partially offset by ~~other income from~~ the ~~disposal of non consolidated investments~~positive change in foreign exchange gain and income from cash equivalents.

Provision for Income Taxes

Three Months Ended Nine Months Ended
September 30, 2023 September 30, 2022 %
change September 30, 2023 September 30, 2022 %
change
(in thousands, except percentages)
Provision for income tax (expense) benefit $ (1,832) $ (1,442) 27% $ 1,685 $ (4,735) (136)%


	Three Months Ended
		March 31, 2024		March 31, 2023		% change

		(in thousands, except percentages)
Provision for income tax (expense) benefit		$	(2,969)	$	4,595	(165)%

~~For~~

Provision for income tax expense for the three months ended ~~September 30, 2023, expense for income taxes was $(1.8) million. For~~March 31, 2024, decreased $7.6 million or (165)% compared to the three months ended ~~September 30, 2022,~~March 31, 2023. The decrease was driven by the income ~~tax expense was $(1.4) million.~~ from operations.

The ~~three months ended September 30, 2023~~ provision for income taxes mainly differs from the nominal standard French rate of 25.0% due to the application of a reduced income tax rate on the majority of the technology royalties income in France and ~~loss from operations,~~ nondeductible equity awards compensation ~~expense and reversal of loss of contingency on regulatory matters.~~

For the nine months ended September 30, 2023 benefit for income taxes was $1.7 million. For the nine months ended September 30, 2022, income tax expense was $(4.7) million. The $1.7 million benefit was driven by the loss from operations. The nine months ended September 30, 2023 provision for income taxes mainly differs from the nominal standard French rate of 25.0% due to the application of a reduced income tax rate on the majority of the technology royalties income in France and loss from operations, nondeductible equity awards compensation expense and reversal of loss of contingency on regulatory matters.

expense.

Adjusted EBITDA

We define Adjusted EBITDA as our consolidated earnings before financial income (expense), income taxes, depreciation and amortization, adjusted to eliminate the impact of equity awards compensation expense, pension service costs, certain restructuring, integration and transformation costs, and certain acquisition ~~costs and a loss contingency related to a regulatory matter.~~costs. 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, certain restructuring, integration and transformation costs, and certain acquisition costs ~~and a loss contingency related to a regulatory matter~~ 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.


		Three Months Ended						Nine Months Ended
		September 30, 2023		September 30, 2022				September 30, 2023		September 30, 2022
		(in thousands, except percentages)
						Three Months Ended
						Three Months Ended
						Three Months Ended
							March 31, 2024						March 31, 2024	March 31, 2023
					(in thousands, except percentages)							(in thousands, except percentages)
Net Income (loss)	Net Income (loss)	$	6,635	$	6,521			$	(7,407)	$	(5,174)
Adjustments:	Adjustments:
Financial (Income) expense
Financial (Income) expense
Financial (Income) expense	Financial (Income) expense	2,958		(3,526)				(1,692)		(23,480)
Provision for income taxes (benefit)	Provision for income taxes (benefit)	1,832		1,442				(1,685)		4,735
Equity awards compensation expense	Equity awards compensation expense	24,323		21,084				78,219		42,594

Pension service costs	Pension service costs	179		247				532		786

Pension service costs

Pension service costs

Depreciation and amortization expense

Depreciation and amortization expense

Depreciation and amortization expense	Depreciation and amortization expense	24,648		19,283				76,574		61,568

Acquisition-related costs	Acquisition-related costs	87		6,970				1,281		11,491

Net loss contingency on regulatory matters		(51)		(1,764)				(21,667)		63,920
Acquisition-related costs

Acquisition-related costs

Restructuring, integration and transformation costs

Restructuring, integration and transformation costs

Restructuring, integration and transformation costs	Restructuring, integration and transformation costs	7,833		(81)				38,998		6,554

Total net adjustments	Total net adjustments	61,809		43,655				170,560		168,168

Total net adjustments

Total net adjustments
Adjusted EBITDA	Adjusted EBITDA	$	68,444	$	50,176			$	163,153	$	162,994

The following table presents our Adjusted EBITDA on a comparative basis:

Three Months Ended Nine Months Ended
September 30, 2023 September 30, 2022 % change September 30, 2023 September 30, 2022 % change
(in thousands, except percentages)
Adjusted EBITDA $ 68,444 $ 50,176 36% $ 163,153 $ 162,994 0%


	Three Months Ended
			March 31, 2024		March 31, 2023		% change

		(in thousands, except percentages)
Adjusted EBITDA			$	70,679	$	38,723	83%

Adjusted EBITDA increased ~~$18.3~~$32.0 million, or ~~36%~~83% for the three months ended ~~September 30, 2023~~March 31, 2024 compared to the three months ended ~~September 30, 2022,~~ March 31, 2023, primarily due to higher Contribution ~~ex-TAC over the period and planned cost reduction actions, partially offset by incremental costs following the acquisition of Iponweb.~~

~~Adjusted EBITDA increased $0.2 million, or 0.1% for the nine months ended September 30, 2023 compared to the three months ended September 30, 2022,~~ ~~primarily due to higher Contribution ex-TAC over the period and planned cost reduction actions, offset by incremental costs following the acquisition of Iponweb~~.ex-TAC.

Liquidity and Capital Resources

Our cash and cash equivalents and restricted cash at ~~September 30, 2023~~March 31, 2024 were held for working capital and general corporate purposes, which could include acquisitions, and amounted to ~~$269.9~~$341.9 million as of ~~September 30, 2023.~~March 31, 2024. The ~~$(178.3)~~$(69.4) million decrease in cash and cash equivalents, and restricted cash compared ~~with~~to December 31, ~~2022~~2023, primarily resulted from a decrease of ~~$(104.2)~~$(13.9) million in cash used for investing activities and by ~~$(124.9)~~$(62.2) million in cash used for financing activities over the period, partially offset by an increase of ~~$62.9~~$14.0 million in cash ~~from~~provided by operating activities. Our policy is to invest any cash in excess of our immediate requirements in investments designed to preserve the principal balance and provide liquidity. Accordingly, our cash and cash equivalents are invested primarily in demand deposit accounts that are currently providing only a minimal return.

As disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2022,~~2023, on September 27, 2022, the Company entered into a new five year Revolving Credit Facility ~~(the~~(as amended, the "RCF") that allows immediate access to an additional €407.0 million ($~~431.2~~440.0 million) of liquidity, which, combined with our cash position, marketable securities and treasury shares as of ~~September 30, 2023,~~March 31, 2024, provides total liquidity above ~~$747~~$805.5 million. Overall, we believe that our current financial liquidity, combined with our expected cash-flow generation in ~~2023,~~2024, enables financial flexibility.

Share buy-back programs

In December 2021, we completed a ~~$100~~$100.0 million share repurchase program. In 2022, we completed an additional ~~$136~~$136.0 million share ~~repurchase.~~repurchase program, and in 2023, we completed an additional $125.0 million share repurchase program. For the ~~nine~~three months ended ~~September 30, 2023,~~March 31, 2024, we have ~~acquired $103.4~~repurchased $62.1 million of ~~shares through our on-going share repurchase program.~~shares.

All above programs have been implemented under our multi-year authorization granted by our Board of Directors. On ~~December 7, 2022,~~February 1, 2024, this authorization was extended to a total amount of ~~$480~~$630.0 million. Other than these repurchase programs, we intend to retain all available funds and any future earnings to fund our growth.

Off-Balance Sheet Arrangements

We do not have any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. In addition, we do not engage in trading activities involving non-exchange traded contracts. We therefore believe that we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in these relationships.

Operating and Capital Expenditure Requirements

For the ~~nine~~three months ended ~~September 30,~~March 31, 2024 and 2023, ~~and 2022,~~ our capital expenditures were ~~$94.6~~$13.2 million and ~~$41.3~~$33.2 million, respectively. During the ~~nine~~three months ended ~~September 30, 2023,~~March 31, 2024, these capital expenditures were mainly comprised of acquisition of data center and server equipment, and software development costs. We expect our capital expenditures to remain at around 5%9% of ~~revenue~~Contribution Ex-TAC for ~~2023,~~2024, as we plan to continue to build, reshape and maintain additional data center equipment capacity in all regions and we increase our investments to further develop our Commerce Media Platform.

We ~~believe~~currently anticipate that our ~~existing~~available funds and cash ~~balances~~flow from operations and financing activities will be sufficient to meet our ~~anticipated~~operational cash ~~requirements through~~needs and fund our share repurchase program for at least the next 12 ~~months.~~months and thereafter for the foreseeable future. We continuously evaluate our liquidity and capital resources, including our access to external capital, to ensure we can finance our future capital requirements.

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

If our cash and cash equivalents balances and cash flows from operating activities are insufficient to satisfy our liquidity requirements, we may need to raise additional funds through equity, equity-linked or debt financings to support our operations, and such financings may not be available to us on acceptable terms, or at all.

We may also need to raise additional funds in the event we determine in the future to effect one or more acquisitions of businesses, technologies, assets or products.

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

Historical Cash Flows

The following table sets forth our cash flows for the three month period ended ~~September 30, 2023~~March 31, 2024 and ~~September 30, 2022:~~March 31, 2023:

Nine Months Ended
September 30, 2023 September 30, 2022
(in thousands)
Cash (used for) from operating activities $ 62,906 $ 130,530
Cash (used for) from investing activities $ (104,199) $ (133,724)
Cash (used for) from financing activities $ (124,858) $ (36,196)


	Three Months Ended
	March 31, 2024		March 31, 2023

	(in thousands)
Cash (used for) from operating activities	$	14,017	$	41,964
Cash (used for) from investing activities	$	(13,899)	$	(36,102)
Cash (used for) from financing activities	$	(62,180)	$	(72,217)

Operating Activities

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

For the ~~nine~~three months ended ~~September 30, 2023~~,March 31, 2024, net cash provided by operating activities mostly consisted of net income adjusted for certain non-cash and non-operating items, such as amortization and provision expense of ~~$56.3~~$25.2 million, and equity awards compensation expense of ~~$76.4~~$27.3 million, partially offset by ~~$(43.3) million payment of a contingent liability for regulatory matters, and $27.6~~$(54.7) million of changes in working capital. The decrease in cash flows from operating activities during the ~~nine~~three months ended ~~September 30, 2023,~~March 31, 2024, compared to the same period in ~~2022,~~2023, was ~~primarily~~mainly due to ~~the payment of a contingent liability on regulatory matter~~s.higher trade payables.

Investing Activities

Our investing activities to date have consisted primarily of ~~the consideration paid to acquire the Iponweb business and~~ purchases of servers and other data-center ~~equipment.~~equipment, software development costs, and business acquisitions. For the ~~nine~~three months ended ~~September 30, 2023,~~March 31, 2024, net cash used for investing activities was ~~$(104.2)~~$(13.9) million and ~~primarily~~ consisted of a ~~$(94.6)~~$(13.2) million change ~~in capital expenditures~~ mainly ~~comprised of purchases of servers and other data-center equipment and~~due to capitalized software development costs, a ~~$(12.3)~~$(0.5) million release of holdback liability, and a $(0.1) million change from the maturity of investments in Marketable ~~Securities and a $(6.9) million payment for business acquisition, partially offset by $9.6 million proceeds from the sale of a non consolidated investment.~~

Securities.

The decrease in cash used in investing activities during the ~~nine~~three months ended ~~September 30, 2023,~~March 31, 2024, compared to the same period in ~~2022,~~2023, was mostly due to lower capital expenditures, and the non-repeat of proceeds from the sale of a non consolidated investment ~~and new investments in marketable securities.~~during the period ended March 31, 2023.

Financing Activities

For the ~~nine~~three months ended ~~September 30, 2023,~~March 31, 2024, net cash used for financing activities was ~~$(124.9)~~$(62.2) million, resulting mainly from a ~~$(103.4)~~$(62.1) million payment for ~~our share repurchase program, a $(22.0) million payout of the current portion of the earn-out liability resulting from the Iponweb Acquisition,~~shares repurchased, partially offset by ~~$1.9~~$0.4 million of proceeds from capital increase following the exercises of stock options. The ~~increase~~decrease in cash used for financing activities during the ~~nine~~three months ended ~~September 30, 2023,~~March 31, 2024, compared to the same period in ~~2022,~~2023, was mostly due to ~~our share repurchase program and~~ the one-time payout of ~~the current~~a portion of the earn-out liability resulting from the Iponweb Acquisition.

Critical Accounting Policies and Estimates

There have been no material changes to our critical accounting policies and estimates from the information provided in Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations," included in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2022.~~

2023.

Recently Issued Pronouncements

See "Recently Issued Accounting Standards" under Note 1, "Summary of Significant Accounting Policies," of the Notes to Unaudited Condensed Consolidated Financial Statements for a discussion of certain accounting standards that have been issued during ~~2023.~~2024.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market Risk

We are mainly exposed to foreign currency exchange rate fluctuations. There have been no material changes to our exposure to market risk during the ~~nine~~three months ended ~~September 30, 2023.~~March 31, 2024.

For a description of our foreign exchange risk, please see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - B. Liquidity and Capital Resources" in our Annual Report on Form 10-K for the year ended December 31, ~~2022.~~2023.

A hypothetical 10% increase or decrease of the Pound Sterling, the Euro, the Japanese yen or the Brazilian real against the U.S. dollar would have impacted the Condensed Consolidated Statements of Income as follows:

Three Months Ended

March 31, 2024

March 31, 2023

Nine Months Ended

September 30, 2023

September 30, 2022

(in thousands)

GBP/USD

+10%

-10%

+10%

-10%

GBP/USD

+10%

-10%

+10%

-10%

Net income (loss) impact

(244)

244

(331)

331

Three Months Ended

March 31, 2024

March 31, 2023

Nine Months Ended

September 30, 2023

September 30, 2022

(in thousands)

BRL/USD

+10%

-10%

+10%

-10%

BRL/USD

+10%

-10%

+10%

-10%

Net income (loss) impact

126

(126)

(37)

Three Months Ended

March 31, 2024

March 31, 2023

Nine Months Ended

September 30, 2023

September 30, 2022

(in thousands)

JPY/USD

+10%

-10%

+10%

-10%

JPY/USD

+10%

-10%

+10%

-10%

Net income (loss) impact

832

(832)

1,649

(1,649)

Nine Months Ended
September 30, 2023 September 30, 2022
(in thousands)
EUR/USD +10% -10% +10% -10%
Net income (loss) impact $ (3,636) $ 3,636 $ (1,968) $ 1,968


	Three Months Ended
	March 31, 2024				March 31, 2023

	(in thousands)
EUR/USD	+10%		-10%		+10%		-10%
Net income (loss) impact	$	1,089	$	(1,089)	$	(1,680)	$	1,680

Credit Risk and Trade receivables

For a description of our trade receivables, please see "Note 6.4. Trade Receivables" in the Notes to the Unaudited Condensed Consolidated Financial Statements.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Based on their evaluation as of ~~September 30, 2023,~~March 31, 2024, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were effective to provide reasonable assurance that (i) the information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and (ii) such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting identified in management's evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the period covered by this Quarterly Report on Form 10-Q that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitation on Effectiveness of Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Criteo have been detected. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies and procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.

PART II

Item 1. Legal Proceedings.

For a discussion of our legal proceedings, refer to Note ~~16.~~14. Commitments and contingencies.

Item 1A. Risk Factors.

You should carefully consider the risks described under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2022 and in our Quarterly Report on Form 10-Q for the quarter ended June 30,~~ 2023. These risks and uncertainties are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, also may become important factors that affect us. If any such risks materialize, our business, financial condition and results of operations could be materially harmed and the trading price of our American Depositary Shares could decline. These risks are not exclusive and additional risks and uncertainties that we are unaware of, or that we currently believe are not material, also may become important factors that affect us. ~~There~~The following risk factor is provided to update the risk factors previously disclosed under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 23, 2024. Except as presented below, there have been no material changes to the Risk Factors described in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2022 and in our Quarterly Report on Form 10-Q for the quarter ended June 30,~~ 2023.

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

Our ability to optimize the delivery of internet advertisements for our clients depends on our ability to successfully leverage data, including data that we collect from our clients, data we receive from our publisher partners and third parties, and data from our own operating history. Using cookies and non-cookie based mechanisms, such as hashed emails, hashed customer log-ins, mobile phone numbers or mobile advertising identifiers, we collect information about the interactions of users with our clients’ and publishers’ digital properties (including, for example, information about the placement of advertisements and users’ shopping or other interactions with our clients’ websites or advertisements). Our ability to successfully leverage such data depends on our continued ability to access and use such data, which could be restricted by a number of factors, including consumer choices, restrictions imposed by counterparties (such as clients, supply sources and publishers, who may also compete with us for advertising spend and inventory), web browser developers or other software developers, changes in technology, including changes in web browser technology, increased visibility of consent or “do not track” mechanisms or “ad-blocking” software, the emergence of new opt-out signals such as “Global Privacy Control” and “Global Privacy Platform”, and new developments in, or new interpretations of, laws, regulations and industry standards. These types of restrictions could materially impair the results of our operations.

Web browser developers, such as Apple, Mozilla Foundation, Microsoft or Google, have implemented or may implement changes in browser or device functionality that impair our ability to understand the preferences of consumers, including by limiting the use of third-party cookies or other tracking technologies or data indicating or predicting consumer preferences. Today, four major web browsers — Apple’s Safari, Mozilla’s Firefox, Microsoft’s Edge, and Samsung Internet Browser — block third-party cookies by default. Internet users can also delete cookies from their computers and mobile devices at any time. Google has announced plans to phase out support for third-party cookies in Chrome, with a one-percent deprecation of third-party cookies for Chrome users globally in the first half of 2024 and the entire phase out, initially planned for the second half of 2024, has since been delayed, and remains subject to the approval of the UK Competition and Market Authority who is ensuring that Google provides an acceptable advertising targeting solution to the market to replace third-party cookies, such as Google’s Privacy Sandbox initiative. Google’s Privacy Sandbox would limit improper tracking through third-party cookies and replace it with certain application programming interfaces (“APIs”) that would allow advertisers to receive aggregated data without using such third-party cookies. While we are one of the largest scaled partners in the Privacy Sandbox as it is being developed and tested, if the Privacy Sandbox is adopted, it could require us to make changes to how we collect information on consumer preferences. Google controls more than 60% of the browser market and has an even more dominant position in the digital advertising market. These web browser developers have significant resources at their disposal and command substantial market share, and any restrictions they impose could foreclose our ability to understand the preferences of a substantial number of consumers.

Although we are actively in the process of moving our business away from third-party cookies towards relying more on first-party data-based and other identifiers, if we are blocked from serving advertisements to a significant portion of internet users, our business could suffer and our results of operations could be harmed.

Similarly, Internet users are increasingly able to download free or paid “ad-blocking” software, including on mobile devices, which prevent third-party cookies from being stored on a user’s computer and block advertisements from being displayed to such user. In addition, Google has introduced ad blocking software in its Chrome browser that blocks certain ads based on quality standards established under a multi-stakeholder coalition. If such a feature inadvertently or mistakenly blocks ads that are not within the established blocking standards, or if such capabilities become widely adopted and the advertising technology industry does not collaboratively develop alternative technologies, our business could be harmed. The Interactive Advertising Bureau and Digital Advertising Alliance have also developed frameworks that allow users to opt out of the “sale” of their personal information under the CCPA, in ways that stop or severely limit the ability to show targeted ads.

In addition, search engines and other service providers that explicitly do not allow the tracking of data may be growing in popularity. If a significant number of web browser users switch to advertising-free services or platforms, our business could be materially impacted. Further, mobile devices allow users to opt out of the use of mobile device IDs for targeted advertising.

For in-app advertising, data regarding interactions between users and devices are tracked mostly through stable, pseudonymous mobile device identifiers that are built into the device operating system with privacy controls that allow users to express a preference with respect to data collection for advertising, including to disable the identifier. These identifiers and privacy controls are defined by the developers of the mobile platforms and could be changed by the mobile platforms in a way that may negatively impact our business. For example, Apple now requires user opt-in before permitting access to Apple’s unique identifier, or IDFA. This shift from enabling user opt-out to an opt-in requirement has had, and is likely to continue to have, a substantial impact on the mobile advertising ecosystem and could harm our growth in this channel.

User privacy features of other channels of programmatic advertising, such as Connected TV or over-the-top video, are still developing. Technical or policy changes, including regulation or industry self-regulation, could harm our growth in those channels.

The data we gather is important to the continued development and success of Criteo Shopper Graph, which is a key element of the Criteo Commerce Media Platform. If too few of our clients provide us with the permission to share their data or if our clients choose to stop sharing their data, or if regulatory or other factors inhibit or restrict us from maintaining the data collectives underlying Criteo Shopper Graph, the value of Criteo Shopper Graph could be materially diminished, which could impact the performance of our products and materially impact our business.

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

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

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

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

• interruptions, failures or defects in our data collection, mining, analysis and storage systems, including due to our reliance on external third-party providers for cloud computing services and data center hosting services, in a competitive market subject to close legal and regulatory scrutiny.

Any of the above-described limitations could also harm our business and adversely impact our future results of operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds ~~and Issuer Purchases of Equity Securities.~~

Purchases of Equity Securities by the issuer and Affiliated Purchasers

The following table provides certain information with respect to our purchases of our ADSs during the ~~third~~first fiscal quarter of ~~2023:~~2024:

Period
Total Number of Shares Purchased(1)
Average Price Paid per Share(2)
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1)
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs(1)
July 1 to 31, 2023 238,432 $ 33.59 238,432 $ 161,410,380
August 1 to 31, 2023 288,108 $ 28.43 288,108 152,765,607
September 1 to 30, 2023 408,774 $ 28.88 408,774 140,934,404
Total 935,314 935,314 —


Period	Total Number of Shares Purchased(1)	Average Price Paid per Share(2)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1)	Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs(1)
January 1 to 31, 2024	493,237	$	24.88	493,237	$	112,326,962
February 1 to 29, 2024	554,688	$	30.31	554,688	245,067,973
March 1 to 31, 2024	948,872	$	34.35	573,872	225,609,387
Total	1,996,797			1,621,797	—

(1) In ~~October 2021,~~February 2024, the board of directors approved an extension of the long-term share repurchase program of up to ~~$175~~$150 million of the Company's outstanding American Depositary Shares ~~and in December 2022, the board of directors further extended this long-term share repurchase program~~ to a total of ~~$480~~$630 million.

(2) Average price paid per share excludes any broker commissions paid.

Item 5. Other Information

Trading Plans

During the three months ended ~~September 30, 2023,~~March 31, 2024, no directors or Section 16 officers of the Company adopted or terminated any Rule 10b5-1 trading arrangement or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408 of Regulation S-K.

Item 6. ~~Exhibits.~~Exhibits

Exhibit Index

Incorporated by Reference

Exhibit

Description

Schedule/ Form

File
Number

Exhibit

File
Date

31.1#

Certificate of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended

31.2#

Certificate of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended

32.1*

Certificate of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended

101.INS

XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

XBRL Taxonomy Extension Labels Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File, formatted in Inline XBRL and contained in Exhibit 101.

# Filed herewith.

* Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		CRITEO S.A.
		(Registrant)

	By:	/s/ Sarah Glickman
Date: ~~November~~May 2, ~~2023~~2024	Name:	Sarah Glickman
	Title:	Chief Financial Officer
		(Principal financial officer and duly authorized signatory)


For the Nine Months Ended	Marketing Solutions		Retail Media		Iponweb		Total
	(in thousands)
September 30, 2023	$	1,162,943	$	132,424	$	87,776	$	1,383,143
September 30, 2022	$	1,291,599	$	142,516	$	18,463	$	1,452,578