Press Releases

Criteo Reports Results For the Third Quarter 2018, Announces Acquisition of an Attractive App Advertising Solution, and Announces a $80M Share Repurchase Program

NEW YORK – October 31, 2018 – Criteo S.A. (NASDAQ: CRTO), the advertising platform for the open Internet,
today announced financial results for the third quarter ended September 30, 2018.

  • Revenue decreased 6%, or 4% at constant currency1, year-over-year to $529 million.
  • Revenue excluding Traffic Acquisition Costs, or Revenue ex-TAC2, decreased 5%, or 2% at constant
    currency, year-over-year to $223 million, or 42% of revenue.
  • Adjusted EBITDA2 decreased 12%, or 11% at constant currency, year-over-year to $70 million, or 31% of
    Revenue ex-TAC.
  • Cash flow from operating activities decreased 19% year-over-year to $50 million.
  • Free Cash Flow2 was $21 million.
  • Net income decreased 19% year-over-year to $18 million.
  • Adjusted net income per diluted share2 decreased 18% year-over-year to $0.53.

We have entered into a definitive agreement to acquire Manage, a company with an attractive app install
advertising solution.

Our Board of Directors has authorized a $80 million share repurchase program indicating our confidence
in our business.

“Our clients continue to place great value in our performance, scale and neutrality”, said JB Rudelle, CEO.
“We are building on this trust to expand our client relationships with new products and solutions”.

“We are on track with our transition to a multi-product company and the realignment of our sales organization”,
commented Benoit Fouilland, CFO. “This transformation will help bring even more value to our customers”.

Operating Highlights

  • We ended the quarter with over 19,000 commerce and brand clients, a 11% increase year-over-year, while
    maintaining client retention at close to 90% for our full-funnel products.
  • Revenue ex-TAC from our Customer Acquisition, Audience Match, Sponsored Products and Storetail
    products combined increased 82% year-over-year at constant currency, to over 7% of our total business.
  • Our in-app business grew 67% year-over-year on a Revenue ex-TAC basis.
  • Our header bidding technology is now connected to over 2,600 large publishers, compared to 2,300 at the
    end of Q2.
  • Same-client Revenue ex-TAC3 decreased 5% year-over-year at constant currency due to headwinds from
    limitations to reach users in Safari.
    _____________________________
    1 Growth at constant currency excludes the impact of foreign currency fluctuations and is computed by applying the 2017 average exchange rates for the relevant period to 2018 figures. 2 Revenue ex-TAC, Adjusted EBITDA, Adjusted net Income per diluted share and Free Cash Flow are not measures calculated in accordance with U.S. GAAP.
    3 Same-client Revenue ex-TAC is the Revenue ex-TAC generated by clients that were live with us in a given quarter and still live with us the same quarter in the following year.

Revenue and Revenue ex-TAC

Revenue decreased 6%, or 4% at constant currency, year-over-year to $529 million (Q3 2017: $564 million).
Revenue ex-TAC decreased 5%, or 2% at constant currency, year-over-year to $223 million (Q3 2017:
$234 million). This decrease was primarily due to significant headwinds from external factors, in particular in
our business with existing clients.

  • In the Americas, Revenue ex-TAC decreased 2%, or 0% at constant currency, year-over-year to $85 million and represented 38% of total Revenue ex-TAC.
  • In EMEA, Revenue ex-TAC decreased 8%, or 5% at constant currency, year-over-year to $84 million and
    represented 38% of total Revenue ex-TAC.
  • In Asia-Pacific, Revenue ex-TAC decreased 3%, or 2% at constant currency, year-over-year to $55 million
    and represented 24% of total Revenue ex-TAC.

Revenue ex-TAC margin as a percentage of revenue improved 70 basis points year-over-year to over 42%.

Net Income and Adjusted Net Income

Net income decreased 19% year-over-year to $18 million (Q3 2017: $22 million). Net income available to
shareholders of Criteo S.A. was $17 million, or $0.25 per share on a diluted basis (Q3 2017: $20 million, or
$0.29 per share on a diluted basis).

Adjusted net income, or net income adjusted to eliminate the impact of equity awards compensation expense,
amortization of acquisition-related intangible assets, acquisition-related costs and deferred price consideration,
restructuring costs and the tax impact of these adjustments, decreased 18% year-over-year to $36 million, or
$0.53 per share on a diluted basis (Q3 2017: $44 million, or $0.65 per share on a diluted basis).

Adjusted EBITDA and Operating Expenses

Adjusted EBITDA decreased 12%, or 11% at constant currency, to $70 million (Q3 2017: $79 million). This
decrease was primarily driven by the Revenue ex-TAC performance across regions.

Adjusted EBITDA margin as a percentage of Revenue ex-TAC was 31% (Q3 2017: 34%).

Operating expenses decreased 4% year-over-year to $165 million (Q3 2017: $171 million), reflecting a flat
headcount over the period and lower equity award compensation expense. Operating expenses, excluding the
impact of equity awards compensation expense, pension costs, restructuring costs, depreciation and
amortization and acquisition-related costs and deferred price consideration, which we refer to as Non-GAAP
Operating Expenses, decreased 2% year-over-year to $138 million (Q3 2017: $140 million).

Cash Flow and Cash Position

Cash flow from operating activities decreased 19% year-over-year to $50 million (Q3 2017: $62 million).

Free Cash Flow, defined as cash flow from operating activities less acquisition of intangible assets, property,
plant and equipment and change in accounts payable related to intangible assets, property, plant and equipment, decreased 39% year-over-year to $21 million (Q3 2017: $34 million).

Total cash and cash equivalents increased $45 million compared to the end of 2017 to $459 million.

Business Outlook

The following forward-looking statements reflect Criteo’s expectations as of October 31, 2018 and include
contributions from the acquisition of Manage.

Fourth Quarter 2018 Guidance:

  • We expect Revenue ex-TAC to be between $256 million and $262 million. This implies a constant-currency growth of -6% to -4%. Using the exchange rate assumptions underlying our guidance for the third quarter 2018, this would equate to between $261 million and $267 million.
  • We expect Adjusted EBITDA to be between $86 million and $92 million. Using the exchange rate
    assumptions underlying our guidance for the third quarter 2018, this would equate to between $88 million
    and $94 million.

Fiscal Year 2018 Guidance:

  • We continue to expect Revenue ex-TAC for fiscal year 2018 to grow between -1% and +1% at constant
    currency.
  • We continue to expect our Adjusted EBITDA margin for fiscal year 2018 to be between 30% and 32% of
    Revenue ex-TAC.

The above guidance for the quarter and the fiscal year ending December 31, 2018, assumes the following
average exchange rates over the quarter to December 31, 2018, for the main currencies impacting our business: a U.S. dollar-euro rate of 0.85, a U.S. dollar-Japanese Yen rate of 113, a U.S. dollar-British pound rate of 0.75 and a U.S. dollar-Brazilian real rate of 4.15.

The above guidance assumes no acquisitions are completed during the quarter and the fiscal year ending
December 31, 2018.

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.

Acquisition of Manage

Criteo has entered into a definitive agreement to acquire Manage, a Silicon Valley-based company with an
attractive app install advertising solution. Mobile apps are one of the biggest and fastest growing advertising
spend channels. The addition of Manage complements our already significant app business and further
strengthens our end-to-end advertising solution. With Manage, we gain key commercial talent and
technology to win in this growing space.

The transaction was closed on October 29, 2018.

Announcement of a $80 million Share Repurchase Program

Demonstrating the Company’s confidence in its ability to achieve its vision over the medium-term and to
return to growth while continuing to generate healthy Free Cash Flow, Criteo today announces that the
Board of Directors has authorized a share repurchase program of up to $80 million of the Company’s
outstanding American Depositary Shares.

This program relies upon the authorization provided by shareholders at the Company’s 2018 Annual
General Meeting, and as such the Company intends to use repurchased shares in connection with M&A
transactions. In addition, the Company may use repurchased shares to satisfy employee equity plan vesting
in lieu of issuing new shares.

The authorization is effective immediately and remains in effect until June 27, 2019. Under the terms of the
approved program, the stock purchases may be made from time to time on the NASDAQ Global Select
Market in compliance with applicable state and federal securities laws (including the requirements of
Securities and Exchange Commission (“SEC”) Rule 10b-18) and applicable provisions of French corporate
law. The timing and amounts of any purchases will be based on market conditions and other factors
including price, regulatory requirements and capital availability, as determined by Criteo’s management
team and within the limits set by the shareholders’ authorization. The program does not require the
purchase of any minimum number of shares and may be suspended, modified or discontinued at any time
without prior notice.

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, acquisitionrelated
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, 2018 and the fiscal year ending December 31, 2018, our expectations regarding our
market opportunity and future growth prospects and other statements that are not historical facts and
involve risks and uncertainties that could cause actual results to differ materially. Factors that might cause or
contribute to such differences include, but are not limited to: failure related to our technology and our ability
to respond to changes in technology, uncertainty regarding our ability to access a consistent supply of
internet display advertising inventory and expand access to such inventory, investments in new business
opportunities and the timing of these investments, whether the projected benefits of acquisitions materialize
as expected, uncertainty regarding international growth and expansion, the impact of competition,
uncertainty regarding legislative, regulatory or self-regulatory developments regarding data privacy matters
and the impact of efforts by other participants in our industry to comply therewith, failure to enhance our
brand cost-effectively, recent growth rates not being indicative of future growth, our ability to manage
growth, potential fluctuations in operating results, our ability to grow our base of clients, and the financial
impact of maximizing Revenue ex-TAC, as well as risks related to future opportunities and plans, including
the uncertainty of expected future financial performance and results and those risks detailed from time-totime
under the caption “Risk Factors” and elsewhere in the Company’s SEC filings and reports, including
the Company’s Annual Report on Form 10-K filed with the SEC on March 1, 2018, the Quarterly Report on
Form 10-Q for the quarter ended March 31, 2018, filed with the SEC on May 4, 2018, and the Quarterly
Report on Form 10-Q for the quarter ended June 30, 2018, filed with the SEC on August 2, the Quarterly
Report on Form 10-Q for the quarter ended September 30, 2018, that will be filed with the SEC, 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, October 31, 2018, 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.

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, VP Global Communications, e.ferns@criteo.com

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