Press Releases

Criteo Reports Results For the Fourth Quarter and Fiscal Year 2019

NEW YORK – February 11, 2020 – Criteo S.A. (NASDAQ: CRTO), the global technology company powering the
world’s marketers with trusted and impactful advertising, today announced financial results for the fourth quarter
and fiscal year ended December 31, 2019.

Q4 2019

Revenue decreased 3% year-over-year, or 2% at constant currency1, to $653 million.

  • Revenue excluding Traffic Acquisition Costs, or Revenue ex-TAC2, decreased 2% year-over-year, or 1%
    at constant currency, to $266 million, representing 41% of revenue.
  • Net income decreased 2% year-over-year to $41 million, representing 6% of revenue.
  • Adjusted EBITDA2 increased 5% to $109 million, representing 41% of Revenue ex-TAC.
  • Diluted EPS increased 14% to $0.65 and Adjusted diluted EPS2 increased 29% to $1.08.
  • Cash flow from operating activities was $59 million and Free Cash Flow2 was $42 million.
  • Our cash position was $419 million as of December 31, 2019, up $54 million year-over-year.

Fiscal Year 2019

  • Revenue declined 2% year-over-year, or increased 1% at constant currency1, to $2,262 million.
  • Revenue ex-TAC2 decreased 2% year-over-year, or increased 0.3% at constant currency, to $947 million,
    representing 42% of revenue.
  • Net income was $96 million, flat compared to the prior year, representing 4% of revenue.
  • Adjusted EBITDA2 was $299 million, or 32% of Revenue ex-TAC.
  • Diluted EPS increased 5% to $1.38 and Adjusted diluted EPS2 increased 7% to $2.67.
  • Cash flow from operating activities was $223 million and Free Cash Flow2 reached $125 million.

“Megan has already demonstrated her impactful leadership,” said JB Rudelle, Chairman. “She has the full
support of the Board and we’re all confident in her success in driving Criteo forward.”

“I am thrilled to lead Criteo into its next chapter,” said Megan Clarken, CEO. “We have unbelievable assets and
compelling opportunities. I’m confident in our strategic priorities and determined to deliver on them.”

“We’ve delivered on our margin and cash generation targets in a challenging year,” said Benoit Fouilland, CFO.
“We’re committed to maintaining solid profitability and cash flows to support the business in the long run.”

Q4 2019 Operating Highlights

  • New solutions, which include all solutions outside of retargeting, grew 44% year-over-year to 16% of total
    Revenue ex-TAC.
  • One quarter after beta launch, 800 clients were already live with our Consideration products priced on costper-impression (or CPM) basis.
  • 23% of our live clients purchased more than one Criteo product, up from 13% in Q4 last year.
  • We added 280 net new clients and maintained high client retention at 90% for all products.
  • Same-client Revenue ex-TAC3 decreased 3% year-over-year at constant currency, up from -4% in Q3.
  • Our direct header-bidding technology now connects to over 4,500 publishers across Web and App.
  • We launched Criteo Certified Partner Program (CCP) in our go-to-market for small midmarket clients.

Revenue and Revenue ex-TAC

Q4 2019

Revenue declined 3% year-over-year, or 2% at constant currency, to $653 million (Q4 2018: $670 million).
Revenue ex-TAC decreased 2% year-over-year, or 1% at constant currency, to $266 million (Q4 2018:
$272 million). This better-than-expected performance was driven by the decline in our business with existing
clients, despite continued adoption of our new solutions across our client base and a strong Holiday Season
across regions, partially offset by our growing business with new clients, in particular in the midmarket. Revenue
ex-TAC as a percentage of revenue, or Revenue ex-TAC margin, was 41% (Q4 2018: 41%).

  • In the Americas, Revenue declined 3% year-over-year, or 3% at constant currency, to $306 million and
    represented 47% of total Revenue. Revenue ex-TAC declined 3% year-over-year, or 3% at constant
    currency, to $117 million and represented 44% of total Revenue ex-TAC.
  • In EMEA, Revenue declined 2% year-over-year, and increased 1% at constant currency, to $217 million
    and represented 33% of total Revenue. Revenue ex-TAC declined 1% year-over-year, and increased 1%
    at constant currency, to $92 million and represented 34% of total Revenue ex-TAC.
  • In Asia-Pacific, Revenue declined 2% year-over-year, or 3% at constant currency, to $130 million and
    represented 20% of total Revenue. Revenue ex-TAC declined 1% year-over-year, or 2% at constant
    currency, to $57 million and represented 22% of total Revenue ex-TAC.

Fiscal Year 2019

Revenue decreased 2% year-over-year to $2,262 million (2018: $2,300 million), and increased 1% at constant
currency. Revenue ex-TAC decreased 2% year-over-year to $947 million (2018: $966 million), and increased
0.3% at constant currency. The performance at constant currency was primarily driven by our business with
new clients, in particular in the midmarket, offsetting a slight decline in our business with existing clients, in
particular with large customers, despite continued adoption of our new solutions across our client base. The
Revenue ex-TAC margin was 42% (2018: 42%).

  • In the Americas, Revenue was $952 million, flat year-over-year, or growing 0.3% at constant currency,
    and represented 42% of total Revenue. Revenue ex-TAC was $373 million, declining 0.4% year-overyear,
    or growing 0.2% at constant currency, and represented 39% of total Revenue ex-TAC.
  • In EMEA, Revenue declined 4% year-over-year to $806 million, or increased 1% at constant currency,
    and represented 36% of total Revenue. Revenue ex-TAC declined 4% year-over-year to $353 million, or
    grew 1% at constant currency, and represented 37% of total Revenue ex-TAC.
  • In Asia-Pacific, Revenue decreased 1% year-over-year, or 0.2% at constant currency, to $503 million and
    represented 22% of total Revenue. Revenue ex-TAC declined 1% year-over-year, or 1% at constant
    currency, to $221 million and represented 24% of total Revenue ex-TAC.

Net Income and Adjusted Net Income

Q4 2019

Net income decreased 2% year-over-year to $41 million (Q4 2018: $42 million). Net income margin as a
percentage of revenue was 6% (Q4 2018: 6%). Net income available to shareholders of Criteo S.A. increased
11% year-over-year to $42 million, or $0.65 per share on a diluted basis (Q4 2018: $38 million, or $0.57 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, increased 23% year-over-year to $70 million, or
$1.08 per share on a diluted basis (Q4 2018: $56 million, or $0.84 per share on a diluted basis).

Fiscal Year 2019

Net income was flat year-over-year at $96 million (2018: $96 million). Net income margin as a percentage of
revenue was 4% (2018: 4%). Net income available to shareholders of Criteo S.A. increased 2% year-over-year
to $91 million, or $1.38 per share on a diluted basis (2018: $89 million, or $1.31 per share on a diluted basis).
Adjusted Net Income increased 4% year-over-year to $175 million, or $2.67 per share on a diluted basis (2018:
$169 million, or $2.49 per share on a diluted basis).

Adjusted EBITDA and Operating Expenses

Q4 2019

Adjusted EBITDA increased 5% year-over-year, or 6% at constant currency, to $109 million (Q4 2018:
$105 million), largely driven by the positive impact of our disciplined expense management, offsetting the slight
Revenue ex-TAC decline over the period. Adjusted EBITDA as a percentage of Revenue ex-TAC, which we
refer to as Adjusted EBITDA margin, was 41% (Q4 2018: 39%), an approximately 300-basis point increase yearover-year at constant currency.

Operating expenses increased 3% to $176 million (Q4 2018: $171 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, decreased 7% to $138 million (Q4 2018: $149 million), demonstrating the positive impact
of our disciplined expense management.

Fiscal Year 2019

Adjusted EBITDA declined 7% year-over-year, or 3% at constant currency, to $299 million (2018: $321 million),
primarily driven by the Revenue ex-TAC performance over the period and despite a stronger focus on a more
disciplined expense management. Adjusted EBITDA as a percentage of Revenue ex-TAC was 32% (2018:
33%), an approximately 120-basis point decrease year-over-year at constant currency.
Operating expenses were flat year-over-year at $688 million (2018: $687 million). Non-GAAP Operating
Expenses declined 1% to 575 million (2018: $581 million), demonstrating our disciplined approach to expense
management throughout the year.

Cash Flow and Cash Position

Q4 2019

Cash flow from operating activities decreased 31% year-over-year to $59 million (Q4 2018: $86 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,
increased 4% year-over-year to $42 million (Q4 2018: $40 million), representing 38% of Adjusted EBITDA (Q4
2018: 38%).

Cash and cash equivalents increased $54 million year-over-year to $419 million.

Fiscal Year 2019

Cash flow from operating activities decreased 15% year-over-year to $223 million (2018: $261 million).
Free Cash Flow decreased 8% year-over-year to $125 million (2018: $135 million), representing 42% of Adjusted
EBITDA (2018: 42%).

Business Outlook

The following forward-looking statements reflect Criteo’s expectations as of February 11, 2020.
First quarter 2020 guidance:

  • We expect Revenue ex-TAC to be between $209 million and $212 million, implying constant-currency
    growth of approximately -10% to -9%.
  • We expect Adjusted EBITDA to be between $55 million and $58 million.

Fiscal year 2020 guidance:

  • We expect Revenue ex-TAC to decline by approximately 10% at constant currency.
  • We expect Adjusted EBITDA margin of approximately 30% of Revenue ex-TAC.

The above guidance for the first quarter and the fiscal year ending December 31, 2020, assumes the following
exchange rates for the main currencies impacting our business: a U.S. dollar-euro rate of 0.901, a U.S. dollar-
Japanese Yen rate of 110.0, a U.S. dollar-British pound rate of 0.775 and a U.S. dollar-Brazilian real rate of
4.050.

The above guidance assumes no acquisitions are completed during the first quarter and the fiscal year ending
December 31, 2020.

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. The variability of the above charges could
potentially have a significant 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 diluted EPS, 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.

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
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 diluted EPS
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 diluted EPS can provide useful measures
for period-to-period comparisons of our business. Accordingly, we believe that Adjusted Net Income and Adjusted
diluted EPS 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, Revenue ex-TAC for Retail
Media, 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 and
the fiscal year ending December 31, 2020, 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 innovate and 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, the impact of consumer resistance to the collection and sharing of data, our ability to access
data through third parties, 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, 2019, and
in subsequent Quarterly Reports on Form 10-Q as well as future filings and reports by the Company. Except
as required by law, the Company undertakes no duty or obligation to update any forward-looking statements
contained in this release as a result of new information, future events, changes in expectations or otherwise.

Conference Call Information

Criteo’s earnings conference call will take place today, February 11, 2020, at 8:00 AM ET, 2:00 PM CET. The
conference call will be webcast live on the Company’s website http://ir.criteo.com and will be available for replay.

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

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

About Criteo

Criteo (NASDAQ: CRTO) is the global technology company powering the world’s marketers with trusted and
impactful advertising. 2,800 Criteo team members partner with over 20,000 customers and thousands of
publishers around the globe to deliver effective advertising across all channels, by applying advanced machine
learning to unparalleled data sets. Criteo empowers companies of all sizes with the technology they need to
better know and serve their customers. For more information, please visit www.criteo.com.

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