NEW YORK, Nov. 1, 2017 /PRNewswire/ -- Criteo S.A. (NASDAQ: CRTO), the leading commerce marketing technology company, today announced financial results for the third quarter ended September 30, 2017.


    --  Revenue increased 33% (or 32% at constant currency(1)) to $564 million.
    --  Revenue excluding Traffic Acquisition Costs, or Revenue ex-TAC,(2) grew
        33% (or 32% at constant currency) to $234 million, or 42% of revenue.
    --  Adjusted EBITDA(2) grew 48% (or 45% at constant currency) to $79
        million, or 34% of Revenue ex-TAC.
    --  Cash flow from operating activities increased 41% to $62 million.
    --  Free Cash Flow(2) increased 43% to $34 million.
    --  Net Income increased 51% to $22 million.
    --  Adjusted Net Income per diluted share(2) increased 37% to $0.65.

"Criteo Commerce Marketing Ecosystem is seeing very positive acceptance from chief marketing officers worldwide," said Eric Eichmann, CEO. "Our open ecosystem approach brings large opportunities for us."

"Our solid Q3 results and increased profitability outlook for 2017 highlight the strengths of our business," said Benoit Fouilland, CFO. "We are confident in our position and growth prospects."

Operating Highlights


    --  The growth in same-client Revenue ex-TAC(3) remained strong with 14% at
        constant currency, the result of better technology and inventory access.
    --  We added a total of 930 net clients, ending the quarter with over 17,000
        commerce and brand clients, while maintaining a 90% client retention for
        the core product.
    --  Criteo Identity Graph continued to grow in scale and efficiency,
        providing as good or better CRM onboarding rates than the largest
        Internet players.
    --  Criteo Direct Bidder, our next generation header bidding technology, is
        now connected to 950 large publishers worldwide.
    --  We recently introduced two new products in beta version to the Criteo
        Commerce Marketing Ecosystem with very promising results: Criteo
        Audience Match and Criteo Customer Acquisition.

Revenue and Revenue ex-TAC

Revenue grew 33%, or 32% at constant currency, to $564 million (Q3 2016: $424 million).

Revenue ex-TAC grew 33%, or 32% at constant currency, to $234 million (Q3 2016: $177 million). This increase was primarily driven by continued innovation across existing and new products, a broader and improved access to publisher inventory and new clients of various sizes across regions and products.


    --  In the Americas, Revenue ex-TAC grew 36%, or 35% at constant currency,
        to $86 million and represented 37% of total Revenue ex-TAC.
    --  In EMEA, Revenue ex-TAC grew 29%, or 24% at constant currency, to $92
        million and represented 39% of total Revenue ex-TAC.
    --  In Asia-Pacific, Revenue ex-TAC grew 33%, or 40% at constant currency,
        to $56 million and represented 24% of total Revenue ex-TAC.

Revenue ex-TAC margin as a percentage of revenue was 42%, in line with expectations and the prior year.

Net Income and Adjusted Net Income

Net income increased 51% to $22 million (Q3 2016: $15 million). Net income available to shareholders of Criteo S.A. was $20 million, or $0.29 per share on a diluted basis (Q3 2016: $14 million, or $0.21 per share on a diluted basis). Net income in the period was impacted by the acquisition of HookLogic, which was completed in the fourth quarter 2016, including the one-time grant of equity awards in connection with the acquisition, the amortization of intangible assets identified as a result of the preliminary purchase price allocation, and increased financial expense related to the funding of 30% of the purchase price. Excluding non-cash accounting impacts from the HookLogic acquisition on equity awards compensation and amortization of intangible assets, net income increased 98% to $29 million.

Adjusted Net income, or net income adjusted to eliminate the impact of equity awards compensation expense, amortization of acquisition-related intangible assets, acquisition-related costs and deferred price consideration, restructuring costs and the tax impact of these adjustments, increased 42% to $44 million, or $0.65 per share on a diluted basis (Q3 2016: $31 million, or $0.48 per share on a diluted basis).

Adjusted EBITDA and Operating Expenses

Adjusted EBITDA grew 48%, or 45% at constant currency, to $79 million (Q3 2016: $54 million). This increase in Adjusted EBITDA was primarily driven by the strong Revenue ex-TAC performance across all regions, as well as continued operating leverage across the organization.

Adjusted EBITDA margin as a percentage of Revenue ex-TAC was 34% (Q3 2016: 30%).

Operating expenses increased 31% to $171 million (Q3 2016: $131 million). Operating expenses, excluding the impact of equity awards compensation expense, pension costs, restructuring costs, depreciation and amortization and acquisition-related costs and deferred price consideration, which we refer to as Non-GAAP Operating Expenses, increased 26% to $140 million (Q3 2016: $111 million). This increase is primarily related to the year-over-year growth in headcount in Research and Development (37%), Sales and Operations (18%) and General and Administrative (21%), as we continued to grow the organization.

Cash Flow and Cash Position

Cash flow from operating activities increased 41% to $62 million (Q3 2016: $44 million).

Free Cash Flow, defined as cash flow from operating activities less acquisition of intangible assets, property, plant and equipment and change in accounts payable related to intangible assets, property, plant and equipment, grew by 43% to $34 million (Q3 2016: $24 million).

Total cash and cash equivalents were $358 million as of September 30, 2017 (December 31, 2016: $270 million).

Business Outlook

Apples' Intelligent Tracking Prevention feature, or ITP, was released on mobile on September 19, 2017. We believe our solution for Safari users currently allows us to mitigate about half of the potential impact from ITP. In the third quarter, ITP had a minimal net negative impact on our Revenue ex-TAC of less than $1 million. Given our expectations of the roll out of Apple's iOS11 and our coverage of Safari users, we expect ITP to have a net negative impact on our Revenue ex-TAC in the fourth quarter of between 8% and 10% relative to our base case projections for the quarter. We will continue to improve and deploy our solution for Safari users over the coming quarters.

The following forward-looking statements reflect Criteo's expectations as of November 1, 2017.

Fourth Quarter 2017 Guidance:


    --  We expect Revenue ex-TAC to be between $260 million and $263 million.
    --  We expect Adjusted EBITDA to be between $106 million and $109 million.

Fiscal Year 2017 Guidance:


    --  We are adjusting our guidance to reflect the impact from ITP in the
        fourth quarter and now expect Revenue ex-TAC growth for fiscal year 2017
        to be between 26% and 27% at constant currency.
    --  We are increasing our guidance for Adjusted EBITDA margin improvement
        for fiscal 2017 to between 100 basis points and 120 basis points.

The above guidance for the fourth quarter and fiscal year ending December 31, 2017, assumes the following exchange rates for the fourth quarter for the main currencies impacting our business: a U.S. dollar-euro rate of 0.855, a U.S. dollar-Japanese Yen rate of 115, a U.S. dollar-British pound rate of 0.76 and a U.S. dollar-Brazilian real rate of 3.25.

The above guidance assumes no acquisitions are completed during the fourth quarter and fiscal year ending December 31, 2017.

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

Non-GAAP Financial Measures

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

Revenue ex-TAC is our revenue excluding Traffic Acquisition Costs ("TAC") generated over the applicable measurement period and Revenue ex-TAC by Region reflects our Revenue ex-TAC by our geographies. Revenue ex-TAC, Revenue ex-TAC by Region and Revenue ex-TAC margin are key measures used by our management and board of directors to evaluate our operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, we believe that the elimination of TAC from revenue can provide a useful measure for period-to-period comparisons of our business and across our geographies. Accordingly, we believe that Revenue ex-TAC, Revenue ex-TAC by Region and Revenue ex-TAC margin provide useful information to investors and the market generally in understanding and evaluating our operating results in the same manner as our management and board of directors.

Adjusted EBITDA is our consolidated earnings before financial income (expense), income taxes, depreciation and amortization, adjusted to eliminate the impact of equity awards compensation expense, pension service costs, restructuring costs, acquisition-related costs and deferred price consideration. Adjusted EBITDA and Adjusted EBITDA margin are key measures used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short? and long-term operational plans. In particular, we believe that by eliminating equity awards compensation expense, pension service costs, restructuring costs, acquisition-related costs and deferred price consideration, Adjusted EBITDA and Adjusted EBITDA margin can provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Adjusted EBITDA and Adjusted EBITDA margin provide useful information to investors and the market generally in understanding and evaluating our results of operations in the same manner as our management and board of directors.

Adjusted Net Income is our net income adjusted to eliminate the impact of equity awards compensation expense, amortization of acquisition-related intangible assets, acquisition-related costs and deferred price consideration, restructuring costs and the tax impact of these adjustments. Adjusted Net Income and Adjusted Net Income per diluted share are key measures used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, we believe that by eliminating equity awards compensation expense, amortization of acquisition-related intangible assets, acquisition-related costs and deferred price consideration, restructuring costs and the tax impact of these adjustments, Adjusted Net Income and Adjusted Net Income per diluted share can provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Adjusted Net Income and Adjusted Net Income per diluted share provide useful information to investors and the market generally in understanding and evaluating our results of operations in the same manner as our management and board of directors.

Free Cash Flow is defined as cash flow from operating activities less acquisition of intangible assets, property, plant and equipment and change in accounts payable related to intangible assets, property, plant and equipment. Free Cash Flow is a key measure used by our management and board of directors to evaluate the Company's ability to generate cash. Accordingly, we believe that Free Cash Flow permits a more complete and comprehensive analysis of our available cash flows.

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

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

Forward-Looking Statements Disclosure

This press release contains forward-looking statements, including projected financial results for the quarter ending September 30, 2017 and the fiscal year ending December 31, 2017, our expectations regarding our market opportunity and future growth prospects and other statements that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially. Factors that might cause or contribute to such differences include, but are not limited to: failure related to our technology and our ability to respond to changes in technology, uncertainty regarding our ability to access a consistent supply of internet display advertising inventory and expand access to such inventory, investments in new business opportunities and the timing of these investments, whether the projected benefits of acquisitions materialize as expected, uncertainty regarding international growth and expansion, the impact of competition, uncertainty regarding legislative, regulatory or self-regulatory developments regarding data privacy matters, failure to enhance our brand cost-effectively, recent growth rates not being indicative of future growth, our ability to manage growth, potential fluctuations in operating results, our ability to grow our base of clients, and the financial impact of maximizing Revenue ex-TAC, as well as risks related to future opportunities and plans, including the uncertainty of expected future financial performance and results and those risks detailed from time-to-time under the caption "Risk Factors" and elsewhere in the Company's SEC filings and reports, including the Company's Annual Report on Form 10-K filed with the SEC on March 1, 2017, as well as future filings and reports by the Company. Except as required by law, the Company undertakes no duty or obligation to update any forward-looking statements contained in this release as a result of new information, future events, changes in expectations or otherwise.

Conference Call Information

Criteo's earnings conference call will take place today, November 1, 2017, at 8:00 AM ET, 1:00 PM CET. The conference call will be webcast live on the Company's website http://ir.criteo.com and will be available for replay.



    Conference call details:

    --             U.S. callers:                                        +1 855 209 8212

    --             International callers:          +1 412 317 0788 or +33 1 76 74 05 02

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

About Criteo

Criteo (NASDAQ: CRTO) the leader in commerce marketing, is building the highest performing and open commerce marketing ecosystem to drive profits and sales for retailers and brands. More than 2,700 Criteo team members partner with over 17,000 customers and thousands of publishers across the globe to deliver performance at scale by connecting shoppers to the things they need and love. Designed for commerce, Criteo Commerce Marketing Ecosystem sees over $550 billion in annual commerce sales data.

For more information, please visit www.criteo.com.

(1 )Growth at constant currency excludes the impact of foreign currency fluctuations and is computed by applying the 2016 average exchange rates for the relevant period to 2017 figures.
(2 )Revenue ex-TAC, Adjusted EBITDA, Adjusted Net Income per diluted share and Free Cash Flow are not measures calculated in accordance with U.S. GAAP.
(3) Same-client Revenue ex-TAC is the Revenue ex-TAC generated by clients that were live with us in a given quarter and still live with us the same quarter in the following year.

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

Criteo Public Relations
Emma Ferns, Global PR director, e.ferns@criteo.com

Financial information to follow


                                                       CRITEO S.A.

                                      Consolidated Statement of Financial Position

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


                                                    December 31, 2016               September 30, 2017
                                                    -----------------               ------------------

    Assets

    Current assets:

    Cash and cash equivalents                                              $270,317                        $357,983

    Trade receivables, net of
     allowances                                               397,244                            373,922

    Income taxes                                                2,741                              5,295

    Other taxes                                                52,942                             46,095

    Other current assets                                       19,340                             26,945
                                                               ------                             ------

    Total current assets                                      742,584                            810,240
                                                              -------                            -------

    Property, plant and equipment,
     net                                                      108,581                            134,885

    Intangible assets, net                                    102,944                             99,714

    Goodwill                                                  209,418                            236,363

    Non-current financial assets                               17,029                             19,350

    Deferred tax assets                                        30,630                             57,642

        Total non-current assets                              468,602                            547,954
                                                              -------                            -------

    Total assets                                                         $1,211,186                      $1,358,194
                                                                         ==========                      ==========


    Liabilities and shareholders'
     equity

    Current liabilities:

    Trade payables                                                         $365,788                        $350,690

    Contingencies                                                 654                              1,553

    Income taxes                                               14,454                             16,341

    Financial liabilities -current
     portion                                                    7,969                              7,943

    Other taxes                                                44,831                             42,713

    Employee - related payables                                55,874                             59,661

    Other current liabilities                                  30,221                             26,802
                                                               ------                             ------

    Total current liabilities                                 519,791                            505,703
                                                              -------                            -------

    Deferred tax liabilities                                      686                             28,719

    Retirement benefit obligation                               3,221                              3,690

    Financial liabilities -non
     current portion                                           77,611                              2,525

    Other non-current liabilities                                   -                             4,290
                                                                  ---                             -----

        Total non-current liabilities                          81,518                             39,224
                                                               ------                             ------

    Total liabilities                                         601,309                            544,927
                                                              -------                            -------

    Commitments and contingencies

    Shareholders' equity:

    Common shares, EUR0.025 par
     value, 63,978,204 and 65,551,174
     shares authorized, issued and
     outstanding at December 31, 2016
     and September 30, 2017,
     respectively.                                              2,093                              2,137

    Additional paid-in capital                                488,277                            568,171

    Accumulated other comprehensive
     income (loss)                                           (88,593)                          (21,386)

    Retained earnings                                         198,355                            247,821

    Equity -attributable to
     shareholders of Criteo S.A.                              600,132                            796,743
                                                              -------                            -------

    Non-controlling interests                                   9,745                             16,524
                                                                -----

    Total equity                                              609,877                            813,267
                                                              -------                            -------

    Total equity and liabilities                                         $1,211,186                      $1,358,194
                                                                         ==========                      ==========


                                                                                                                              CRITEO S.A.

                                                                                                                    Consolidated Statement of Income

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

                                                                                                                              (unaudited)


                                                                   Three Months Ended                                                                Nine Months Ended
                                                                 ------------------                                                           -----------------

                                                                   September 30,                                                                September 30,

                                                                2016                  2017               YoY Change                                  2016                         2017         YoY Change
                                                                ----                  ----               ----------                                  ----                         ----         ----------


    Revenue                                                              $423,867                                      $563,973                                 33%                              $1,232,321              $1,622,661   32%


    Cost of revenue

    Traffic acquisition cost                               (247,310)                       (329,576)                                     33%                         (727,034)                  (958,469)       32%

    Other cost of revenue                                   (22,332)                        (29,951)                                     34%                          (60,950)                   (89,914)       48%


    Gross profit                                             154,225                          204,446                                      33%                           444,337                     574,278        29%
                                                             =======                          =======                                      ===                            =======                     =======        ===


    Operating expenses:

    Research and development expenses                       (30,701)                        (43,860)                                     43%                          (88,097)                  (126,992)       44%

    Sales and operations expenses                           (68,164)                        (95,184)                                     40%                         (201,862)                  (283,815)       41%

    General and administrative expenses                     (32,492)                        (32,389)                                       -   %                      (85,839)                   (96,143)       12%
                                                             -------                                                                                                    -------

    Total Operating expenses                               (131,357)                       (171,433)                                     31%                         (375,798)                  (506,950)       35%
                                                            --------                         --------                                      ---                           --------                    --------        ---

    Income from operations                                    22,868                           33,013                                      44%                            68,539                      67,328       (2)%
                                                              ------                           ------                                                                     ------                      ------

    Financial income (expense)                                 (570)                         (2,886)                                    406%                           (1,982)                    (7,313)      269%
                                                                ----                           ------                                                                     ------                      ------

    Income before taxes                                       22,298                           30,127                                      35%                            66,557                      60,015      (10)%
                                                              ------                           ------                                      ---                             ------                      ------       ----

    Provision for income taxes                               (7,574)                         (7,858)                                      4%                          (19,968)                   (15,724)     (21)%
                                                              ------                           ------                                                                    -------                     -------

    Net Income                                                            $14,724                                       $22,269                                 51%                                 $46,589                 $44,291  (5)%
                                                                          =======                                       =======                                 ===                                  =======                 =======   ===


    Net income available to shareholders of Criteo S.A                    $13,539                                       $19,774                                                        $42,869                 $38,185
                                                                          =======                                       =======                                                        =======                 =======

    Net income available to non-controlling interests                      $1,185                                        $2,495                                                         $3,720                  $6,106
                                                                           ======                                        ======                                                         ======                  ======


    Weighted average shares outstanding used in computing
     per share amounts:

    Basic                                                 63,628,351                       65,412,326                                                               63,163,922                  64,881,751

    Diluted                                               65,816,422                       68,200,343                                                               65,429,757                  67,876,791


    Net income allocated  to shareholders per share:

    Basic                                                                   $0.21                                         $0.30                                                          $0.68                   $0.59
                                                                            =====                                         =====                                                          =====                   =====

    Diluted                                                                 $0.21                                         $0.29                                                          $0.66                   $0.56
                                                                            =====                                         =====                                                          =====                   =====


                                                                                               CRITEO S.A.

                                                                                  Consolidated Statement of Cash Flows

                                                                                       (U.S. dollars in thousands)

                                                                                               (unaudited)


                                                                  Three Months Ended                                     Nine Months Ended
                                                                ------------------                                 -----------------

                                                                  September 30,                                      September 30,

                                                           2016                                2017                                  2016         2017
                                                           ----                                ----                                  ----         ----


    Net income                                                      $14,724                                          $22,269                  $46,589   $44,291
                                                                    -------                                          -------                  -------   -------

    Non-cash and non-operating items                     36,609                              61,995                                96,235      146,443
                                                         ------                              ------                                ------      -------

               - Amortization and provisions             16,030                              25,990                                45,555       72,681

               -Equity awards compensation expense (1)   13,965                              22,028                                30,030       51,887

               - Interest accrued and non-cash
                financial income and expense              (960)                               (25)                                  638            7

               - Change in deferred taxes               (3,121)                            (8,164)                              (7,545)    (20,569)

               - Income tax for the period               10,695                              16,022                                27,557       36,293

               - Other                                        -                              6,144                                     -       6,144
                                                                                             -----                                             -----

    Changes in working capital related to
     operating activities                                 4,576                            (12,372)                              (22,860)      13,418
                                                          -----                             -------                               -------       ------

               -(Increase)/decrease in trade
                receivables                             (2,160)                              (991)                              (4,528)      35,220

               -Increase/(decrease) in trade payables    11,218                             (5,031)                              (3,931)    (31,284)

               -(Increase)/decrease in other current
                assets                                  (2,856)                              4,001                              (18,633)       6,581

               -Increase/(decrease) in other current
                liabilities                             (1,626)                           (10,351)                                 4,232        2,901
                                                         ------                             -------                                 -----        -----

    Income taxes paid                                  (12,278)                           (10,165)                              (38,152)    (37,696)
                                                        -------                             -------                               -------      -------

    CASH FROM OPERATING ACTIVITIES                       43,631                              61,727                                81,812      166,456
                                                         ------                              ------                                ------      -------

    Acquisition of intangible assets,
     property, plant and equipment                     (15,792)                           (20,999)                              (54,970)    (74,275)

    Change in accounts payable related to
     intangible assets, property, plant and
     equipment                                          (4,115)                            (6,774)                                  570      (8,760)

    Payments for acquired business, net of
     cash acquired                                            -                                 73                               (5,074)       1,125

    Change in other non-current financial
     assets                                               (377)                              (157)                                  197        1,117
                                                           ----                                ----                                   ---        -----

    CASH USED FOR INVESTING ACTIVITIES                 (20,284)                           (27,857)                              (59,277)    (80,793)
                                                        -------                             -------                               -------      -------

    Issuance of long-term borrowings                        739                               2,220                                 3,798        3,674

    Repayment of borrowings                                  32                             (4,672)                              (5,416)    (83,893)

    Proceeds from capital increase                        1,600                               5,164                                17,182       29,619

    Change in other financial liabilities                  (25)                             15,082                       (2)       (196)      15,346
                                                            ---                              ------                                  ----       ------

    CASH FROM (USED FOR) FINANCING
     ACTIVITIES                                           2,346                              17,794                                15,368     (35,254)
                                                          -----                              ------                                ------      -------


    CHANGE IN NET CASH AND CASH EQUIVALENTS              25,693                              51,664                                37,903       50,409
                                                         ------                              ------                                ------       ------

    Net cash and cash equivalents at
     beginning of period                                377,407                             308,185                               353,537      270,317

    Effect of exchange rates changes on cash
     and cash equivalents                                 4,058                             (1,866)                      (2)      15,718       37,257
                                                          -----                              ------                                ------       ------

    Net cash and cash equivalents at end of
     period                                                        $407,158                                         $357,983                 $407,158  $357,983
                                                                   --------                                         --------                 --------  --------



    (1) Of which $13.1 million and $21.4
     million of equity awards
     compensation expense consisted of
     share-based compensation expense
     according to ASC 718 Compensation -
      stock compensation for the quarter
      ended September 30, 2016 and 2017,
     respectively, and $28.6 million and
     $50.7  million for the nine month
     period ended September 30, 2016 and
     2017, respectively.


    (2)  During the three months ended
     September 30, 2017, the Company
     reported the cash impact of the
     settlement of hedging derivatives
     in cash from (used for) financing
     activities in the unaudited
     consolidated statements of cash
     flows. This resulted in a movement
     of $6.0 million from the line
     "Effect of exchange rates changes
     on cash and cash equivalents" to
     "Change in other financial
     liabilities" for the quarter ended
     September 30, 2017.


                                                                           CRITEO S.A.

                                               Reconciliation of Cash from Operating Activities to Free Cash Flow

                                                                   (U.S. dollars in thousands)

                                                                           (unaudited)


                                         Three Months Ended                                         Nine Months Ended
                                       ------------------                                     -----------------

                                          September 30,                                         September 30,

                                   2016                               2017                                 2016             2017
                                   ----                               ----                                 ----             ----


    CASH FROM OPERATING
     ACTIVITIES                            $43,631                                         $61,727                      $81,812  $166,456
                                           -------                                         -------                      -------  --------

    Acquisition of intangible
     assets, property, plant
     and equipment             (15,792)                          (20,999)                             (54,970)        (74,275)

    Change in accounts payable
     related to intangible
     assets, property, plant
     and equipment              (4,115)                           (6,774)                                 570          (8,760)
                                 ------                             ------                                  ---           ------

    FREE CASH FLOW (1)                     $23,724                                         $33,954                      $27,412   $83,421
                                           -------                                         -------                      -------   -------



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


                                                                                                                CRITEO S.A.

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

                                                                                                        (U.S. dollars in thousands)

                                                                                                                (unaudited)


                                           Three Months Ended                                                           Nine Months Ended
                                       ------------------                                                       -----------------

                                         September 30,                                                            September 30,

               Region              2016                           2017        YoY                  YoY                    2016                2017                   YoY          YoY
                                                                         Change             Change at                                                         Change     Change at
                                                                                            Constant                                                                     Constant
                                                                                            Currency                                                                     Currency
                                                                                                                                                                           --------

    Revenue

               Americas                    $160,739                          $228,326                          42%                              41%                             $464,435         $665,731         43%     42%

               EMEA             157,921                          207,168                    31%                              26%                          471,226                 587,942    25%             27%

               Asia-Pacific     105,207                          128,479                    22%                              29%                          296,660                 368,988    24%             27%


               Total            423,867                          563,973                    33%                              32%                        1,232,321               1,622,661    32%             32%
                                                                                                    ===                            ===                                                           ===          ===


    Traffic acquisition costs

               Americas        (97,239)                       (141,869)                    46%                              45%                        (284,728)              (416,025)    46%             45%

               EMEA            (87,092)                       (115,446)                    33%                              27%                        (265,097)              (329,635)    24%             26%

               Asia-Pacific    (62,979)                        (72,261)                   15%                              21%                        (177,209)              (212,809)    20%             23%


               Total          (247,310)                       (329,576)                    33%                              33%                        (727,034)              (958,469)    32%             33%
                                                                                                    ===                            ===                                                           ===          ===


    Revenue ex-TAC (1)

               Americas          63,500                           86,457                    36%                              35%                          179,707                 249,706    39%             38%

               EMEA              70,829                           91,722                    29%                              24%                          206,129                 258,307    25%             27%

               Asia-Pacific      42,228                           56,218                    33%                              40%                          119,451                 156,179    31%             33%


               Total                       $176,557                          $234,397                          33%                              32%                             $505,287         $664,192         31%     32%
                                                                                                                         ===                              ===                                                         ===     ===



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


                                                                                   CRITEO S.A.

                                                                 Reconciliation of Adjusted EBITDA to Net Income

                                                                           (U.S. dollars in thousands)

                                                                                   (unaudited)


                                                      Three Months Ended                                    Nine Months Ended
                                                    ------------------                               -----------------

                                                       September 30,                                   September 30,
                                                                                                       -------------

                                                 2016                           2017                              2016             2017
                                                 ----                           ----                              ----             ----

    Net income                                           $14,724                                    $22,269                    $46,589   $44,291

    Adjustments:

    Financial (income) expense                    570                          2,886                             1,982            7,313
                                                  ---                          -----                             -----            -----

    Provision for income taxes                  7,574                          7,858                            19,968           15,724
                                                -----                          -----                            ------           ------

    Equity awards compensation
     expense                                   13,965                         22,028                            30,030           51,887
                                               ------                         ------                            ------           ------

                      Research and development  4,667                          6,361                             9,248           14,738

                          Sales and operations  5,143                          9,897                            11,021           23,009

                    General and administrative  4,155                          5,770                             9,761           14,140
                                                -----                          -----                             -----           ------

    Pension service costs                         132                            320                               392              910
                                                  ---                            ---                               ---              ---

                      Research and development     55                            161                               160              459

                          Sales and operations     38                             65                               107              184

                    General and administrative     39                             94                               125              267
                                                  ---                            ---                               ---              ---

    Depreciation and
     amortization expense                      14,771                         23,755                            40,588           66,232
                                               ------                         ------                            ------           ------

                               Cost of revenue 10,406                         14,320                            27,846           38,419

                      Research and development  1,640                          2,822                             5,105            8,857

                          Sales and operations  1,813                          5,102                             5,604           14,988

                    General and administrative    912                          1,511                             2,033            3,968
                                                  ---                          -----                             -----            -----

    Acquisition-related costs                   1,793                              -                            1,941                -
                                                -----                            ---                            -----              ---

                    General and administrative  1,793                              -                            1,941                -
                                                -----                            ---                            -----              ---

    Acquisition-related
     deferred price
     consideration                                  3                              -                               88                -
                                                  ---                            ---                              ---              ---

                      Research and development      3                              -                               88                -

    Restructuring                                   -                             -                                -           3,299
                                                  ---                           ---                              ---           -----

                               Cost of revenue      -                             -                                -           2,497

                          Sales and operations      -                             -                                -             690

                    General and administrative      -                             -                                -             112
                                                  ---                           ---                              ---             ---

    Total net adjustments                      38,808                         56,847                            94,989          145,365
                                               ------                         ------                            ------          -------

    Adjusted EBITDA(1)                                   $53,532                                    $79,116                   $141,578  $189,656
                                                         -------                                    -------                   --------  --------



    (1) We define Adjusted EBITDA as our
     consolidated earnings before
     financial income (expense), income
     taxes, depreciation and
     amortization, adjusted to eliminate
     the impact of equity awards
     compensation expense, pension
     service costs, restructuring costs,
     acquisition-related costs and
     deferred price consideration.
     Adjusted EBITDA is not a measure
     calculated in accordance with U.S.
     GAAP. We have included Adjusted
     EBITDA because it is a key measure
     used by our management and board of
     directors to understand and
     evaluate our core operating
     performance and trends, to prepare
     and approve our annual budget and
     to develop short-term and long-
     term operational plans. In
     particular, we believe that the
     elimination of equity awards
     compensation expense, pension
     service costs, restructuring costs,
     acquisition-related costs and
     deferred price consideration in
     calculating Adjusted EBITDA can
     provide a useful measure for
     period-to-period comparisons of
     our business. Accordingly, we
     believe that Adjusted EBITDA
     provides useful information to
     investors and others in
     understanding and evaluating our
     results of operations in the same
     manner as our management and board
     of directors. Our use of Adjusted
     EBITDA has limitations as an
     analytical tool, and you should not
     consider it in isolation or as a
     substitute for analysis of our
     financial results as reported under
     U.S. GAAP. Some of these
     limitations are: (a) although
     depreciation and amortization are
     non-cash charges, the assets being
     depreciated and amortized may have
     to be replaced in the future, and
     Adjusted EBITDA does not reflect
     cash capital expenditure
     requirements for such replacements
     or for new capital expenditure
     requirements; (b) Adjusted EBITDA
     does not reflect changes in, or
     cash requirements for, our working
     capital needs; (c) Adjusted EBITDA
     does not reflect the potentially
     dilutive impact of equity-based
     compensation; (d) Adjusted EBITDA
     does not reflect tax payments that
     may represent a reduction in cash
     available to us; and (e) other
     companies, including companies in
     our industry, may calculate
     Adjusted EBITDA or similarly titled
     measures differently, which reduces
     their usefulness as a comparative
     measure. Because of these and other
     limitations, you should consider
     Adjusted EBITDA alongside our U.S.
     GAAP financial results, including
     net income.


                                                                                               CRITEO S.A.

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

                                                                                       (U.S. dollars in thousands)

                                                                                               (unaudited)


                                                            Three Months Ended                                           Nine Months Ended
                                                           ------------------                                       -----------------

                                                              September 30,                                           September 30,

                                                      2016                                 2017                                   2016                2017
                                                      ----                                 ----                                   ----                ----


    Research and Development
     expenses                                                $(30,701)                                         $(43,860)                      $(88,097)    $(126,992)

                      Equity awards compensation
                                         expense     4,667                                6,361                                  9,248              14,738

                   Depreciation and Amortization
                                         expense     1,640                                2,822                                  5,105               8,857

                           Pension service costs        55                                  161                                    160                 459

                    Acquisition-related deferred
                             price consideration         3                                    -                                    88                   -
                                                       ---                                  ---                                   ---                 ---

    Non GAAP -Research and
     Development expenses                         (24,336)                            (34,516)                              (73,496)          (102,938)
                                                   -------                              -------                                -------            --------

    Sales and Operations expenses                 (68,164)                            (95,184)                             (201,862)           (283,815)

                      Equity awards compensation
                                         expense     5,143                                9,897                                 11,021              23,009

                   Depreciation and Amortization
                                         expense     1,813                                5,102                                  5,604              14,988

                           Pension service costs        38                                   65                                    107                 184

                                   Restructuring         -                                   -                                     -                690
                                                       ---                                 ---                                   ---                ---

    Non GAAP -Sales and
     Operations expenses                          (61,170)                            (80,120)                             (185,130)           (244,944)
                                                   -------                              -------                               --------            --------

    General and Administrative
     expenses                                     (32,492)                            (32,389)                              (85,839)           (96,143)

                      Equity awards compensation
                                         expense     4,155                                5,770                                  9,761              14,140

                   Depreciation and Amortization
                                         expense       912                                1,511                                  2,033               3,968

                           Pension service costs        39                                   94                                    125                 267

                       Acquisition related costs     1,793                                    -                                 1,941                   -

                                   Restructuring         -                                   -                                     -                112
                                                       ---                                 ---                                   ---                ---

    Non GAAP -General and
     Administrative expenses                      (25,593)                            (25,014)                              (71,979)           (77,656)
                                                   -------                              -------                                -------             -------

    Total Operating expenses                     (131,357)                           (171,433)                              (375,798)           (506,950)
                                                  --------                             --------                               --------            --------

                      Equity awards compensation
                                         expense    13,965                               22,028                                 30,030              51,887

                   Depreciation and Amortization
                                         expense     4,365                                9,435                                 12,742              27,813

                           Pension service costs       132                                  320                                    392                 910

                       Acquisition-related costs     1,793                                    -                                 1,941                   -

                    Acquisition-related deferred
                             price consideration         3                                    -                                    88                   -

                                   Restructuring         -                                   -                                     -                802
                                                       ---                                 ---                                   ---                ---

    Total Non GAAP Operating
     expenses (1)                                           $(111,099)                                        $(139,650)                     $(330,605)    $(425,538)
                                                             ---------                                          ---------                       ---------      ---------



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


                                                                                 CRITEO S.A.

                                                                   Detailed Information on Selected Items

                                                                         (U.S. dollars in thousands)

                                                                                 (unaudited)


                                                  Three Months Ended                           Nine Months Ended
                                                ------------------                       -----------------

                                                  September 30,                            September 30,

                                                 2016                          2017                             2016         2017
                                                 ----                          ----                             ----         ----

    Equity awards compensation
     expense

    Research and development                             $4,667                                    $6,361                 $9,248    $14,738

    Sales and operations                        5,143                         9,897                           11,021       23,009

    General and administrative                  4,155                         5,770                            9,761       14,140
                                                -----                         -----

                           Total equity awards
                          compensation expense 13,965                        22,028                           30,030       51,887
                                               ======                        ======                           ======       ======


    Pension service costs

    Research and development                       55                           161                              160          459

    Sales and operations                           38                            65                              107          184

    General and administrative                     39                            94                              125          267

                   Total pension service costs    132                           320                              392          910
                                                  ===                           ===                              ===          ===


    Depreciation and
     amortization expense

    Cost of revenue                            10,406                        14,320                           27,846       38,419

    Research and development                    1,640                         2,822                            5,105        8,857

    Sales and operations                        1,813                         5,102                            5,604       14,988

    General and administrative                    912                         1,511                            2,033        3,968

                        Total depreciation and
                          amortization expense 14,771                        23,755                           40,588       66,232
                                               ======                        ======                           ======       ======


    Acquisition-related costs

    General and administrative                  1,793                             -                           1,941            -

                     Total acquisition-related
                                         costs  1,793                             -                           1,941            -
                                                =====                           ===                           =====          ===


    Acquisition-related
     deferred price
     consideration

    Research and development                        3                             -                              88            -

                     Total acquisition-related
                                deferred price
                                 consideration      3                             -                              88            -
                                                  ===                           ===                             ===          ===


    Restructuring

    Cost of revenue                                 -                            -                               -       2,497

    Sales and operations                            -                            -                               -         690

    General and administrative                      -                            -                               -         112

                           Total restructuring      $         -                              $         -               $     -    $3,299
                                                  ===       ===                            ===       ===             ===   ===    ======


                                                                                        CRITEO S.A.

                                                                    Reconciliation of Adjusted Net Income to Net Income

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

                                                                                        (unaudited)


                                                       Three Months Ended                                         Nine Months Ended
                                                      ------------------                                      -----------------

                                                         September 30,                                          September 30,

                                                 2016                                 2017                                  2016           2017
                                                 ----                                 ----                                  ----           ----


    Net income                                           $14,724                                           $22,269                     $46,589   $44,291

    Adjustments:

    Equity awards compensation
     expense                                   13,965                               22,028                                30,030         51,887

    Amortization of acquisition-
     related intangible assets                    943                                4,428                                 3,145         13,879

    Acquisition-related costs                   1,793                                    -                                1,941              -

    Acquisition-related
     deferred price
     consideration                                  3                                    -                                   88              -

    Restructuring costs                             -                                   -                                    -         3,299

    Tax impact of the above
     adjustments                                (129)                             (4,309)                                (516)      (11,880)

    Total net adjustments                      16,575                               22,147                                34,688         57,185
                                                                                   ------                                ------         ------

    Adjusted net income(1)                               $31,299                                           $44,416                     $81,277  $101,476
                                                         =======                                           =======                     =======  ========


    Weighted average shares
     outstanding

                                   - Basic 63,628,351                           65,412,326                            63,163,922     64,881,751

                                 - Diluted 65,816,422                           68,200,343                            65,429,757     67,876,791


    Adjusted net income per
     share

                                   - Basic                 $0.49                                             $0.68                       $1.29     $1.56
                                                           =====                                             =====                       =====     =====

                                 - Diluted                 $0.48                                             $0.65                       $1.24     $1.50
                                                           =====                                             =====                       =====     =====



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


                                                                                                CRITEO S.A.

                                                                                      Constant Currency Reconciliation

                                                                                        (U.S. dollars in thousands)

                                                                                                (unaudited)


                                      Three Months Ended                                                              Nine Months Ended
                                     ------------------                                                         -----------------

                                        September 30,                                                             September 30,

                                2016                     2017                YoY                           2016                           2017              YoY
                                                                          Change                                                                          Change
                                ----                    ----             -------                         ----                          ----          -------


    Revenue as reported                $423,867                                  $563,973                             33%                                 $1,232,321            $1,622,661  32%

    Conversion impact U.S.
     dollar/other
     currencies                                      (2,509)                                                                             10,107

    Revenue at constant
     currency(1)             423,867                             561,464                            32%                       1,232,321                     1,632,768      32%
                             -------                             -------                            ---                        ---------                     ---------      ---


    Traffic acquisition
     costs as reported     (247,310)                          (329,576)                            33%                       (727,034)                    (958,469)     32%

    Conversion impact U.S.
     dollar/other
     currencies                                        1,299                                                                             (6,074)

    Traffic Acquisition
     Costs at constant
     currency(1)           (247,310)                          (328,277)                            33%                       (727,034)                    (964,543)     33%
                            --------                            --------                            ---                         --------                      --------      ---


    Revenue ex-TAC as
     reported(2)             176,557                             234,397                            33%                         505,287                       664,192      31%

    Conversion impact U.S.
     dollar/other
     currencies                                      (1,210)                                                                              4,033

    Revenue ex-TAC at
     constant currency(2)    176,557                             233,187                            32%                         505,287                       668,225      32%
                             -------                             -------                            ---                          -------                       -------      ---

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


    Other cost of revenue
     as reported            (22,332)                           (29,951)                           34%                        (60,950)                     (89,914)     48%

    Conversion impact U.S.
     dollar/other
     currencies                                        (146)                                                                              (973)

    Other cost of revenue
     at constant
     currency(1)            (22,332)                           (30,097)                           35%                        (60,950)                     (90,887)     49%
                             -------                             -------                            ---                          -------                       -------      ---


    Adjusted EBITDA(3)        53,532                              79,116                            48%                         141,578                       189,656      34%

    Conversion impact U.S.
     dollar/other
     currencies                                      (1,414)                                                                              1,189
                                                      ------                                                                             -----

    Adjusted EBITDA(3) at
     constant currency(1)               $53,532                                   $77,702                             45%                                   $141,578              $190,845  35%
                                        -------                                   -------                             ---                                    --------              --------  ---



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


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


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


                                        CRITEO S.A.

                                Information on Share Count

                                        (unaudited)


                                                    Nine Months Ended
                                                    -----------------

                                                    September 30,

                                                    2016                    2017
                                                    ----                    ----

    Shares outstanding as at
     January 1,                               62,470,881              63,978,204

    Weighted average number of
     shares issued during the
     period                                      693,041                 903,547

    Basic number of shares -Basic
     EPS basis                                63,163,922              64,881,751
    -----------------------------             ----------              ----------

    Dilutive effect of share
     options, warrants, employee
     warrants -Treasury method                 2,265,835               2,995,040

    Diluted number of shares -
     Diluted EPS basis                        65,429,757              67,876,791
    --------------------------                ==========              ==========


    Shares outstanding as of
     September 30,                            63,760,491              65,551,174
    ------------------------                  ----------              ----------

    Total dilutive effect of share
     options, warrants, employee
     warrants                                  8,165,801               8,194,498

    Fully diluted shares as of
     September 30,                            71,926,292              73,745,672
    --------------------------                ==========              ==========


                                                                                  CRITEO S.A.

                                                           Supplemental Financial Information and Operating Metrics

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

                                                                                  (unaudited)


                 Q4           Q1            Q2                Q3                             Q4                     Q1                Q2                 Q3                  YoY              QoQ
                         2015          2016           2016                  2016                            2016                 2017               2017                2017     Change           Change
                         ----          ----           ----                  ----                            ----                 ----               ----                ----     ------


    Clients            10,198        10,962         11,874                12,882                          14,468               15,423             16,370              17,299              34%             6%


    Revenue           397,018       401,253        407,201               423,867                         566,825              516,667            542,022             563,973              33%             4%

    Americas          170,133       147,174        156,522               160,739                         266,438              208,013            229,392             228,326              42%             -%

    EMEA              144,905       159,405        153,899               157,921                         189,298              189,092            191,682             207,168              31%             8%

    APAC               81,980        94,674         96,780               105,207                         111,089              119,562            120,948             128,479              22%             6%


    TAC             (237,056)    (238,755)     (240,969)            (247,310)                      (341,877)           (306,693)         (322,200)          (329,576)               33%               2%

    Americas        (104,646)     (90,929)      (96,560)             (97,239)                      (167,046)           (128,867)         (145,289)          (141,869)               46%             (2)%

    EMEA             (82,905)     (91,185)      (86,820)             (87,092)                      (108,567)           (107,583)         (106,605)          (115,446)               33%               8%

    APAC             (49,505)     (56,641)      (57,589)             (62,979)                       (66,264)            (70,243)          (70,306)           (72,261)               15%               3%


    Revenue ex-       159,962       162,498        166,232               176,557                         224,948              209,974            219,822             234,397              33%             7%
    TAC

    Americas           65,487        56,245         59,962                63,500                          99,391               79,146             84,103              86,457              36%             3%

    EMEA               62,000        68,220         67,079                70,829                          80,731               81,509             85,077              91,722              29%             8%

    APAC               32,475        38,033         39,191                42,228                          44,826               49,319             50,642              56,218              33%            11%


    Cash flow          66,706        18,907         19,274                43,631                          71,658               44,238             60,491              61,727              41%             2%
    from
    operating
    activities


    Capital            19,205        12,109         22,386                19,907                          22,981               28,206             27,055              27,773              40%             3%
    expenditures


    Net cash          353,537       386,110        377,407               407,158                         270,318              303,813            308,185             357,983            (12)%            16%
    position


    Days Sales                        56             57                    56                              53                   56                 57                  56
    Outstanding
    (days - end
    of month)(1)
    -----------



    (1) Due to the conversion from
     IFRS (euros) to U.S. GAAP
     (U.S. dollars), the Days Sales
     Outstanding for historic
     quarters has not been
     recalculated and is not
     available.

View original content:http://www.prnewswire.com/news-releases/criteo-reports-strong-results-for-the-third-quarter-2017-and-increases-adjusted-ebitda-margin-guidance-for-fiscal-year-2017-300546867.html

SOURCE Criteo S.A.