UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended June 30, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from _________ to _________ | --- | --- | --- | --- | |--------------------------------------------------------------------------------------------|---------------- ...

Criteo S.A. (NASDAQ:CRTO) Q1 2021 Results Earnings Conference Call May 5, 2021 8:00 AM ET Company Participants Edouard Lassalle - SVP, Market Relations & Capital Markets Megan Clarken - Chief Executive Officer Todd Parsons - Chief Product Officer Sarah Glickman - Chief Financial Officer Geoffroy Martin - General Manager of our Growth Portfolio Conference Call Participants Tim Nollen - Macquarie Daniel Salmon - BMO Capital Markets Doug Anmuth - JPMorgan Matthew Thornton - Truist Securities Operator Good morn ...

| --- | --- | |-------|-------| | | | | | | Safe Harbor Statement This presentation contains "forward-looking" statements that are based on our management's beliefs and assumptions and on information currently available to management. Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, financing plans, projections, competitive position, industry environment, potential growth opportunities, potential market opportunities and the ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended March 31, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from _________ to _________ Commission file number: 001-36153 | --- | --- | --- | --- | |-------------------------------------------------------------------------- ...

PART I [Business](index=11&type=section&id=Item%201.%20Business) Criteo S.A. is a global digital advertising technology company providing marketing and monetization services through its AI-powered Commerce Media Platform, serving over **21,000 clients** Key Financial Results (2018-2020) | Metric | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | | **Revenue** | $2,072.6M | $2,261.5M | $2,300.3M | | **Revenue ex-TAC** | $825.0M | $946.6M | $966.0M | | **Net Income** | $74.7M | $96.0M | $95.9M | | **Adjusted EBITDA** | $251.0M | $299.0M | $321.1M | - Criteo is a global technology company focused on providing marketing and monetization services on the open Internet, powered by its Commerce Media Platform and AI technology[22](index=22&type=chunk) - The company served over **21,000 clients** as of December 31, 2020, with an average client retention rate of approximately **90%** over the last three years[23](index=23&type=chunk) - In 2020, Criteo collected data on over **$950 billion** in online sales transactions and delivered **1.6 trillion** targeted ads[23](index=23&type=chunk) [The Criteo Commerce Media Platform](index=13&type=section&id=The%20Criteo%20Commerce%20Media%20Platform) The Criteo Commerce Media Platform, powered by AI, integrates the Criteo Shopper Graph, AI Engine, and a vast publisher network to deliver comprehensive marketing and monetization solutions - The platform is comprised of the Criteo Shopper Graph, Criteo AI Engine, and Criteo Solutions (Marketing Solutions and Retail Media), all leveraging an extensive first-party media network[32](index=32&type=chunk) - Criteo Shopper Graph is one of the world's largest open datasets focused on shoppers, analyzing over **$950 billion** in online sales transactions in 2020 and covering approximately **2.5 billion** unique users globally[36](index=36&type=chunk)[37](index=37&type=chunk) - The Criteo AI Engine consists of multiple algorithms for audience creation, ad recommendation, creative optimization (DCO+), and predictive bidding to maximize consumer engagement and drive results for clients[41](index=41&type=chunk)[42](index=42&type=chunk)[43](index=43&type=chunk)[44](index=44&type=chunk) - Criteo's solutions are grouped into two families: Criteo Marketing Solutions for engaging consumers across the marketing funnel, and Criteo Retail Media for retailers to generate advertising revenue from consumer brands[53](index=53&type=chunk)[60](index=60&type=chunk) [Business & Growth Opportunities](index=28&type=section&id=Business%20%26%20Growth%20Opportunities) Criteo's growth strategy centers on strengthening core retargeting, expanding into new solutions like Retail Media, pursuing strategic partnerships, and driving operational excellence - The company's strategy includes strengthening the core retargeting business, expanding the product portfolio, exploring strategic partnerships/M&A, and driving operational excellence[89](index=89&type=chunk) - New solutions outside of retargeting accounted for close to **20%** of total business on a Revenue ex-TAC basis in fiscal year 2020, and are expected to grow to nearly **30%** in 2021[94](index=94&type=chunk) - Key growth areas for new solutions include Retail Media, brand awareness campaigns (including video and Connected TV), audience targeting, contextual advertising, and omnichannel capabilities[95](index=95&type=chunk)[96](index=96&type=chunk)[98](index=98&type=chunk)[99](index=99&type=chunk) - Criteo is actively pursuing partnerships, such as joining the Unified ID 2.0 initiative and integrating with Nielsen and Oracle Data Cloud, to enhance its platform capabilities[101](index=101&type=chunk) [Privacy, Data Protection and Content Control](index=39&type=section&id=Privacy%2C%20Data%20Protection%20and%20Content%20Control) Criteo's operations are heavily impacted by evolving global privacy and data protection laws like GDPR and CCPA/CPRA, necessitating strict compliance and active participation in industry self-regulatory initiatives - The business is subject to evolving privacy laws in the U.S. and Europe, including California's CCPA/CPRA and the EU's GDPR and E-Privacy Directive[123](index=123&type=chunk)[124](index=124&type=chunk)[126](index=126&type=chunk) - Recent guidance from the French data protection authority (CNIL) requires clear, affirmative user consent for cookies, with an equal ease to refuse as to accept, with a compliance deadline of March 2021[131](index=131&type=chunk) - Criteo actively participates in self-regulatory bodies like the Network Advertising Initiative and Digital Advertising Alliance and provides an "Ad Choices" link in its advertisements for user control[133](index=133&type=chunk)[135](index=135&type=chunk) [Risk Factors](index=21&type=section&id=Item%201A.%20Risk%20Factors) Criteo faces significant risks from rapid technological changes, intense competition, evolving data privacy regulations, browser changes impacting data collection, and the ongoing impact of global health crises on advertising spend - The business is negatively impacted by the COVID-19 pandemic, which has caused significant reductions in ad spend from clients, particularly in the Travel and Classifieds verticals[157](index=157&type=chunk)[158](index=158&type=chunk) - Regulatory developments like GDPR in the EU and CCPA/CPRA in California could adversely affect the ability to collect and use data, with potential for significant fines[182](index=182&type=chunk)[186](index=186&type=chunk)[189](index=189&type=chunk) - The ability to generate revenue is dependent on collecting data, which is being restricted by browser developers (e.g., Google phasing out third-party cookies in Chrome) and the rise of ad-blocking software[244](index=244&type=chunk)[245](index=245&type=chunk)[248](index=248&type=chunk) - The market is intensely competitive, with Criteo facing competition from large, well-established companies such as Amazon, Facebook, Google, and Microsoft[140](index=140&type=chunk)[164](index=164&type=chunk) [Properties](index=44&type=section&id=Item%202.%20Properties) Criteo's headquarters is in Paris, France, operating **29 global offices** and leasing **nine data centers** across the U.S., Europe, and Asia - The company's headquarters is in Paris, France, and it operates **29 offices** as of December 31, 2020[341](index=341&type=chunk) - Criteo leases space in **nine data centers** from third-party providers in the U.S., France, the Netherlands, Hong Kong, and Japan[110](index=110&type=chunk)[341](index=341&type=chunk) [Legal Proceedings](index=44&type=section&id=Item%203.%20Legal%20Proceedings) Criteo is not currently involved in any legal proceedings expected to materially adversely affect its business, financial condition, or results of operations - The company is not currently involved in any legal proceedings that would have a material adverse effect on its business[342](index=342&type=chunk) PART II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=45&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Criteo's ADSs are listed on Nasdaq under "CRTO", the company has never paid dividends, and completed two ADS repurchase programs totaling **$110 million** in 2020 - The company's ADSs have been listed on the Nasdaq Global Select Market under the symbol "CRTO" since October 30, 2013[346](index=346&type=chunk) - Criteo has never declared or paid cash dividends and does not anticipate doing so in the foreseeable future, intending to retain earnings to fund growth[351](index=351&type=chunk) - Two ADS repurchase programs were completed in 2020: an **$80 million** program (started July 2019, completed Feb 2020) and a **$30 million** program (started April 2020, completed July 2020)[353](index=353&type=chunk) [Selected Financial Data](index=50&type=section&id=Item%206.%20Selected%20Financial%20Data) This section provides a five-year summary of Criteo's key financial data, showing declining trends in revenue, net income, Revenue ex-TAC, and Adjusted EBITDA from 2018 to 2020, while the client base steadily increased Consolidated Statements of Income Data (2018-2020) | (in thousands) | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | | **Revenue** | $2,072,617 | $2,261,516 | $2,300,314 | | **Gross profit** | $688,018 | $829,036 | $834,236 | | **Income from operations** | $108,825 | $141,214 | $147,107 | | **Net income** | $74,689 | $95,969 | $95,879 | Consolidated Statements of Financial Position Data (as of Dec 31) | (in thousands) | 2020 | 2019 | | :--- | :--- | :--- | | **Cash and cash equivalents** | $488,011 | $418,763 | | **Total assets** | $1,853,410 | $1,790,384 | | **Total liabilities** | $700,723 | $752,396 | | **Total equity** | $1,152,687 | $1,037,988 | Other Financial and Operating Data (2018-2020) | (in thousands, except clients) | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | | **Number of clients** | 21,460 | 20,247 | 19,419 | | **Revenue ex-TAC** | $825,046 | $946,569 | $965,980 | | **Adjusted EBITDA** | $250,995 | $298,972 | $321,059 | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=56&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section details the **8%** revenue decrease in 2020, primarily due to COVID-19's **$262 million** impact, alongside reduced operating expenses, and highlights the company's strong liquidity and strategic focus on Revenue ex-TAC maximization and client base growth [Results of Operations](index=64&type=section&id=Results%20of%20Operations) In 2020, revenue decreased by **8%** to **$2.07 billion** due to COVID-19, while cost of revenue fell **3%** and operating expenses significantly decreased across R&D, Sales & Operations, and G&A, leading to declines in income from operations and net income - Revenue in 2020 decreased by **8%** (**8%** at constant currency) to **$2,072.6 million**, with an estimated net negative impact from COVID-19 of approximately **$262 million**[466](index=466&type=chunk)[467](index=467&type=chunk) - Cost of revenue decreased by **3%** in 2020, driven by a **5%** decrease in traffic acquisition costs due to a **13%** decrease in the average CPM for inventory purchased[480](index=480&type=chunk)[481](index=481&type=chunk) - Research and development expenses decreased by **23%** in 2020, mainly due to lower headcount-related costs following the cessation of R&D operations in Palo Alto[492](index=492&type=chunk) - Sales and operations expenses decreased by **12%** in 2020, related to reduced headcount costs, lower share-based compensation, and discretionary spending cuts, partially offset by an increased provision for credit losses[495](index=495&type=chunk) [Liquidity and Capital Resources](index=78&type=section&id=Liquidity%20and%20Capital%20Resources) Criteo maintained strong liquidity in 2020 with **$488.0 million** in cash and equivalents and **$960 million** in total financial liquidity, supported by **$185.4 million** in operating cash flow, while managing foreign currency risk and projecting capital expenditures around **3%** of revenue for 2021 - As of December 31, 2020, the company had **$488.0 million** in cash and cash equivalents and total financial liquidity of approximately **$960 million**, including marketable securities and its Revolving Credit Facility[555](index=555&type=chunk)[556](index=556&type=chunk) - Net cash provided by operating activities was **$185.4 million** in 2020, a decrease from **$222.8 million** in 2019[563](index=563&type=chunk)[565](index=565&type=chunk) - Capital expenditures were **$65.5 million** in 2020, down from **$97.9 million** in 2019, and are expected to be around **3%** of revenue in 2021[557](index=557&type=chunk) Foreign Currency Risk Sensitivity (Net Income Impact of 10% FX Change) | Currency Pair | 2020 Impact (in thousands) | | :--- | :--- | | GBP/USD | $116 | | BRL/USD | $(41) | | JPY/USD | $614 | | EUR/USD | $9,360 | [Trend Information](index=84&type=section&id=Trend%20Information) Key trends show a **4%** increase in clients to over **21,000** and a **90%** retention rate, despite **13%** and **16%** declines in Revenue ex-TAC and Adjusted EBITDA respectively in 2020, with a strategic focus on maximizing Revenue ex-TAC and maintaining a flat Adjusted EBITDA margin in 2021 - The number of clients increased by **4%** to over **21,000** at the end of 2020, with a continued focus on growing the client base across all regions and categories[592](index=592&type=chunk) - The client retention rate was approximately **90%** in 2020, 2019, and 2018, indicating a stable client base[593](index=593&type=chunk) - Adjusted EBITDA decreased by **16%** in 2020 to **$251.0 million**. The company anticipates a relatively flat Adjusted EBITDA margin as a percentage of Revenue ex-TAC for 2021 compared to 2020[591](index=591&type=chunk) - The business experiences seasonality, with advertising spend from retail clients typically highest in the fourth quarter, while travel clients increase spending in the first and third quarters[594](index=594&type=chunk) [Controls and Procedures](index=89&type=section&id=Item%209A.%20Controls%20and%20Procedures) As of December 31, 2020, Criteo's management concluded that both its disclosure controls and internal control over financial reporting were effective, as assessed under the COSO framework - Management, including the CEO and CFO, concluded that as of December 31, 2020, the company's disclosure controls and procedures were effective[606](index=606&type=chunk) - Management concluded that the company's internal control over financial reporting was effective as of December 31, 2020, based on the COSO framework[607](index=607&type=chunk) PART III [Directors, Executive Officers and Corporate Governance](index=91&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information on directors, executive officers, and corporate governance is incorporated by reference from the 2021 Annual Meeting of Shareholders proxy statement - Information regarding directors, executive officers, and corporate governance will be included in the definitive proxy statement for the 2021 Annual Meeting of Shareholders and is incorporated by reference[613](index=613&type=chunk) [Executive Compensation](index=91&type=section&id=Item%2011.%20Executive%20Compensation) Information regarding executive compensation is incorporated by reference from the 2021 Annual Meeting of Shareholders proxy statement - Information regarding executive compensation will be included in the definitive proxy statement for the 2021 Annual Meeting of Shareholders and is incorporated by reference[615](index=615&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=91&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information on security ownership of beneficial owners, management, and related stockholder matters is incorporated by reference from the 2021 Annual Meeting of Shareholders proxy statement - Information regarding security ownership will be included in the definitive proxy statement for the 2021 Annual Meeting of Shareholders and is incorporated by reference[616](index=616&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=91&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information on certain relationships, related transactions, and director independence is incorporated by reference from the 2021 Annual Meeting of Shareholders proxy statement - Information regarding certain relationships, related transactions, and director independence will be included in the definitive proxy statement for the 2021 Annual Meeting of Shareholders and is incorporated by reference[617](index=617&type=chunk) [Principal Accounting Fees and Services](index=91&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) Information regarding principal accounting fees and services is incorporated by reference from the 2021 Annual Meeting of Shareholders proxy statement - Information regarding principal accounting fees and services will be included in the definitive proxy statement for the 2021 Annual Meeting of Shareholders and is incorporated by reference[618](index=618&type=chunk) PART IV [Exhibits and Financial Statement Schedules](index=92&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists the consolidated financial statements and various exhibits filed as part of the Form 10-K, including key agreements and Sarbanes-Oxley Act certifications - The financial statements are listed in the Index to Consolidated Financial Statements on page F-1 and are filed as part of the Form 10-K[621](index=621&type=chunk)

Financial Data and Key Metrics Changes - Revenue grew 1% in Q4 to $661 million and was $2.1 billion in 2020, representing an 8% decline for the year [48] - Non-GAAP revenue ex-TAC was $253 million in Q4 and $825 million for 2020, or $25 million above expectations, with a 6% decline at constant currency versus Q4 2019 and a 13% decline for the year [49] - Q4 adjusted EBITDA was $103 million, resulting in a 41% margin, translating into $251 million for the year [49] - Free cash flow of $120 million represented a 48% conversion of adjusted EBITDA in 2020, the highest level since 2014 [49][63] Business Line Data and Key Metrics Changes - New solutions grew 38% in Q4 to 24% of total business, with Retail Media growing at 41% [54][55] - Retail Media already works with over 50% of the U.S. top 25 e-commerce retailers and over 50% of the top-20 European commerce retailers [27] - Revenue ex-TAC from new products represented about $150 million, close to 20% of the business, and grew close to 50% in 2020 [26] Market Data and Key Metrics Changes - The company processed about $900 billion a year in online sales, which is larger than Amazon [80] - The e-commerce landscape is predicted to grow to nearly $7 trillion by 2023, with the Open Internet accounting for about 38% of that total [80] Company Strategy and Development Direction - The company aims to transform into a Commerce Media Platform, focusing on e-commerce and leveraging first-party data [29][74] - The strategy includes expanding Retail Media and new solutions, targeting around 50% growth in 2021 [67] - The company is focused on strengthening its core business while exploring strategic game changers and driving tech and operational excellence [56][58] Management's Comments on Operating Environment and Future Outlook - Management expects low to mid-single-digit growth in revenue ex-TAC at constant currency for fiscal 2021, with an adjusted EBITDA margin above 30% [66] - The company anticipates incremental Identity and Privacy impacts of about $60 million in 2021 relative to the 2020 run rate [67] - Management is optimistic about the growth of new solutions and the overall e-commerce momentum [68] Other Important Information - The company closed 2020 with $530 million in cash and marketable securities, maintaining flexibility for capital allocation [64] - A new share buyback program of up to $100 million has been authorized by the Board [64] Q&A Session Summary Question: When does the company expect Travel spending to recover? - Management indicated that Travel spending is currently down 75% to 80% year-on-year, with hopes for recovery as the year progresses [79] Question: How does the company's Retail Media product differ from Amazon? - The company aims to be the Amazon advertising on the Open Internet, focusing on first-party data and a broader e-commerce scale, processing more online sales than Amazon [80][81] Question: What is the role of CTV in the company's revenue mix? - CTV is viewed as another channel, with a focus on e-commerce advertising, and while it currently does not carry much advertising, the company is preparing for future opportunities [85]

Investor Presentation February 10, 2021 Criteo Q4 & Full Year 2020 Earnings Safe Harbor Statement This presentation contains "forward-looking" statements that are based on our management's beliefs and assumptions and on information currently available to management. Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, financing plans, projections, competitive position, industry environment, potential growth opportunities, potent ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended September 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from _________ to _________ Commission file number: 001-36153 | --- | --- | --- | --- | |---------------------------------------------------------------------- ...

Criteo S.A. (NASDAQ:CRTO) Q3 2020 Earnings Conference Call October 28, 2020 8:00 AM ET Company Participants Edouard Lassalle - SVP, Market Relations & Capital Markets Megan Clarken - Chief Executive Officer Todd Parsons - Chief Product Officer Sarah Glickman - Chief Financial Officer Conference Call Participants Lloyd Walmsley - Deutsche Bank Richard Kramer - Arete Research Den Salmon - BMO Capital Markets Matthew Thornton - Truist Securities. Sarah Simon - Berenberg Operator Good morning and welcome to Cri ...

| --- | --- | --- | --- | |----------------------------------------|-------|-------|-------| | | | | | | | | | | | | | | | | Criteo Strategic Update | | | | | & Q3 2020 Earnings | | | | | Investor Presentation October 28, 2020 | | | | Safe harbor statement This presentation contains "forward-looking" statements that are based on our management's beliefs and assumptions and on information currently available to management. Forward-looking statements include information concerning our possible or assumed futu ...