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 _________

Commission file number: 001-36153

Criteo S.A.

(Exact name of registrant as specified in its charter)

France			Not Applicable
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)
32 Rue Blanche	Paris	France	75009
(Address of principal executive offices)			(Zip Code)

+33 1 40 40 22 90

(Registrant’s telephone number, including area code)

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

Title of each class		Trading Symbol(s)	Name of each exchange on which registered
American Depositary Shares, each representing one Ordinary Share, nominal value €0.025 per share		CRTO	Nasdaq Global Select Market
Ordinary Shares, nominal value €0.025 per share	*		Nasdaq Global Select Market	*

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

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

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

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

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

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

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

          As of July 30, 2021, the registrant had 61,005,559 ordinary shares, nominal value €0.025 per share, outstanding.

TABLE OF CONTENTS

PART I	FINANCIAL INFORMATION	2
Item 1	Unaudited Financial Statements as of June 30, 2021	2
	Condensed Consolidated Statements of Financial Position (Unaudited)	2
	Condensed Consolidated Statements of Income (Unaudited)	3
	Condensed Consolidated Statements of Comprehensive Income (Unaudited)	4
	Condensed Consolidated Statements of Shareholder's Equity (Unaudited)	5
	Condensed Consolidated Statements of Cash Flows (Unaudited)	6
	Notes to Condensed Consolidated Financial Statements (Unaudited)	7
Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3	Quantitative and Qualitative Disclosures About Market Risk	55
Item 4	Controls and Procedures	56
PART II	OTHER INFORMATION	57
Item 1	Legal Proceedings	57
Item 1A	Risk Factors	57
Item 6	Exhibits	58
Signatures		59

General

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

Trademarks

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

Special Note Regarding Forward-Looking Statements

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

•the ongoing effect of the novel coronavirus pandemic ("COVID-19"), including its macroeconomic effects, on our business, operations, and financial results, and the effect of governmental lockdowns, restrictions and new regulations on our operations and processes;

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

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

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

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

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

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

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

•the effects of increased competition in our market;

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

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

•our ability to enhance our brand;

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

•our ability to effectively scale our technology platform;

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

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

•failures in our systems or infrastructure.

    You should also refer to Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2020, and to Part II, Item 1A "Risk Factors" of this Form 10-Q, for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. As a result of these factors, we cannot assure you that the forward-looking statements in this Form 10-Q will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame or at all. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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

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

PART I

Item 1. Financial Statements

CRITEO S.A. CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED)

	Notes	June 30, 2021		December 31, 2020
		(in thousands)
Assets
Current assets:
Cash and cash equivalents	3	$	489,521	$	488,011
Trade receivables, net of allowances of $42.6 million and $39.9 million at June 30, 2021 and December 31, 2020, respectively	4	438,703		474,055
Income taxes		13,055		11,092
Other taxes		71,866		69,987
Other current assets	5	21,841		21,405
Marketable securities - current portion	3	53,471		—
Total current assets		1,088,457		1,064,550
Property, plant and equipment, net		161,971		189,505
Intangible assets, net		88,558		79,744
Goodwill		332,295		325,805
Right of use assets - operating lease	7	130,104		114,012
Marketable securities - non current portion	3	10,000		41,809
Non-current financial assets		14,766		18,109
Deferred tax assets		16,291		19,876
Total non-current assets		753,985		788,860
Total assets		$	1,842,442	$	1,853,410
Liabilities and shareholders' equity
Current liabilities:
Trade payables	3	$	341,047	$	367,025
Contingencies	14	1,945		2,250
Income taxes		3,105		2,626
Financial liabilities - current portion	3	3,219		2,889
Lease liability - operating - current portion	7	37,243		48,388
Other taxes		54,697		58,491
Employee - related payables		74,491		85,272
Other current liabilities	6	40,988		33,390
Total current liabilities		556,735		600,331
Deferred tax liabilities		4,176		5,297
Defined benefit plans	8	6,014		6,167
Financial liabilities - non-current portion	3	375		386
Lease liability - operating - non-current portion	7	103,888		83,007
Other non-current liabilities		13,185		5,535
Total non-current liabilities		127,638		100,392
Total liabilities		684,373		700,723
Commitments and contingencies
Shareholders' equity:
Common shares, €0.025 par value, 66,697,360 and 66,272,106 shares authorized, issued and outstanding at June 30, 2021, and December 31, 2020, respectively.		2,173		2,161
Treasury stock, 6,080,008 and 5,632,536 shares at cost as of June 30, 2021 and December 31, 2020, respectively.		(111,823)		(85,570)
Additional paid-in capital		720,762		693,164
Accumulated other comprehensive income (loss)		(7,438)		16,028
Retained earnings		519,893		491,359
Equity-attributable to shareholders of Criteo S.A.		1,123,567		1,117,142
Non-controlling interests		34,502		35,545
Total equity		1,158,069		1,152,687
Total equity and liabilities		$	1,842,442	$	1,853,410

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

2

CRITEO S.A.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

			Three Months Ended				Six Months Ended
	Notes		June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
		(in thousands, except share per data)
Revenue	9		$	551,311	$	437,614	$	1,092,388	$	940,990
Cost of revenue:
Traffic acquisition costs			(331,078)		(257,698)		(658,745)		(555,062)
Other cost of revenue			(37,364)		(33,914)		(72,076)		(67,720)
Gross profit			182,869		146,002		361,567		318,208
Operating expenses:
Research and development expenses			(41,915)		(31,247)		(73,612)		(68,762)
Sales and operations expenses			(80,751)		(75,781)		(160,105)		(160,755)
General and administrative expenses			(40,474)		(29,185)		(73,902)		(55,100)
Total operating expenses			(163,140)		(136,213)		(307,619)		(284,617)
Income from operations			19,729		9,789		53,948		33,591
Financial expense	11		(519)		(1,003)		(1,237)		(1,337)
Income before taxes			19,210		8,786		52,711		32,254
Provision for income taxes	12		(4,181)		(2,636)		(14,232)		(9,676)
Net income			$	15,029	$	6,150	$	38,479	$	22,578
Net income available to shareholders of Criteo S.A.			$	14,804	$	5,716	$	37,210	$	21,175
Net income available to non-controlling interests			$	225	$	434	$	1,269	$	1,403
Weighted average shares outstanding used in computing per share amounts:
Basic	13		$	60,663,301	$	61,415,467	$	60,702,780	$	61,553,875
Diluted	13		$	64,665,212	$	61,790,135	$	64,371,603	$	61,958,499
Net income allocated to shareholders per share:
Basic	13		0.24		0.09		0.61		0.34
Diluted	13		0.23		0.09		0.58		0.34

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

3

CRITEO S.A.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

	Three Months Ended				Six Months Ended
	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
	(in thousands)
Net income	$	15,029	$	6,150	$	38,479	$	22,578
Foreign currency translation differences, net of taxes	10,443		11,584		(26,540)		(4,348)
Actuarial (losses) gains on employee benefits, net of taxes	29		(1,357)		658		377
Other comprehensive income (loss)	$	10,472	$	10,227	$	(25,882)	$	(3,971)
Total comprehensive income	$	25,501	$	16,377	$	12,597	$	18,607
Attributable to shareholders of Criteo S.A.	$	25,191	$	15,702	$	13,745	$	16,983
Attributable to non-controlling interests	$	310	$	675	$	(1,148)	$	1,624

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

4

CRITEO S.A.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED)

	Share capital		Treasury Stock		Additional paid-in capital	Accumulated Other Comprehensive Income (Loss)	Retained Earnings	Equity - attributable to shareholders of Criteo S.A.	Non controlling interest	Total equity
	Common shares		Shares
	(in thousands, except share amounts )
Balance at December 31, 2019	66,197,181	$2,158	(3,903,673)	$(74,900)	$668,389	$(40,105)	$451,725	$1,007,267	$30,721	$1,037,988
Net income	—	—	—	—	—	—	15,459	15,459	969	16,428
Other comprehensive income (loss)	—	—	—	—	—	(14,178)	—	(14,178)	(20)	(14,198)
Issuance of ordinary shares	5,700	—	—	—	39	—	—	39	—	39
Change in treasury stocks	—	—	(629,977)	(4,934)	—	—	(13,305)	(18,239)	—	(18,239)
Share-Based Compensation	—	—	—	—	8,082	—	—	8,082	49	8,131
Other changes in equity	—	—	—	—	—	—	(3,399)	(3,399)	(142)	(3,541)
Balance at March 31, 2020	66,202,881	$2,158	(4,533,650)	$(79,834)	$676,510	$(54,283)	$450,480	$995,031	$31,577	$1,026,608
Net income	—	—	—	—	—	—	5,716	5,716	434	6,150
Other comprehensive income (loss)	—	—	—	—	—	9,986	—	9,986	241	10,227
Issuance of ordinary shares	2,000	—	—	—	13	—	—	13	—	13
Change in treasury stocks	—	—	(1,055,758)	(10,880)	—	—	(3,981)	(14,861)	—	(14,861)
Share-Based Compensation	—	—	—	—	6,765	—	—	6,765	39	6,804
Other changes in equity	—	—	—	—	—	—	32	32	24	56
Balance at June 30, 2020	66,204,881	$2,158	(5,589,408)	$(90,714)	$683,288	$(44,297)	$452,247	$1,002,682	$32,315	$1,034,997

	Share capital		Treasury Stock		Additional paid-in capital	Accumulated Other Comprehensive Income (Loss)	Retained Earnings	Equity - attributable to shareholders of Criteo S.A.	Non controlling interest	Total equity
	Common shares		Shares
	(in thousands, except share amounts )
Balance at December 31, 2020	66,272,106	$2,161	(5,632,536)	$(85,570)	$693,164	$16,027	$491,359	$1,117,142	$35,545	$1,152,687
Net income	—	—	—	—	—	—	22,406	22,406	1,044	23,450
Other comprehensive income (loss)	—	—	—	—	—	(33,852)	—	(33,852)	(2,502)	(36,354)
Issuance of ordinary shares	119,800	3	—	—	2,148	—	—	2,151	—	2,151
Change in treasury stocks(*)	—	—	34,935	(1,693)	—	—	(3,237)	(4,930)	—	(4,930)
Share-Based Compensation	—	—	—	—	6,710	—	—	6,710	50	6,760
Other changes in equity	—	—	—	—	—	—	—	—	—	—
Balance at March 31, 2021	66,391,906	$2,164	(5,597,601)	$(87,263)	$702,022	$(17,825)	$510,528	$1,109,626	$34,137	$1,143,763
Net income	—	—	—	—	—	—	14,804	14,804	225	15,029
Other comprehensive income (loss)	—	—	—	—	—	10,387	—	10,387	85	10,472
Issuance of ordinary shares	305,454	9	—	—	7,568	—	—	7,577	—	7,577
Change in treasury stocks	—	—	(482,407)	(24,560)	—	—	(5,439)	(29,999)	—	(29,999)
Share-Based Compensation	—	—	—	—	11,172	—	—	11,172	55	11,227
Other changes in equity	—	—	—	—	—	—	—	—	—	—
Balance at June 30, 2021	66,697,360	$2,173	(6,080,008)	$(111,823)	$720,762	$(7,438)	$519,893	$1,123,567	$34,502	$1,158,069

(*) On February 5, 2021, Criteo's Board of Directors authorized a share repurchase program of up to $100.0 million of the Company's outstanding American Depositary Shares. The change in treasury stocks is comprised of 943,492 shares repurchased at an average price of $37.3 offset by 496,020 treasury shares used for RSUs vesting.

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

5

CRITEO S.A.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

		Six Months Ended
		June 30, 2021		June 30, 2020
	(in thousands)
Net income		$	38,479	$	22,578
Non-cash and non-operating items		65,905		65,911
- Amortization and provisions		42,386		54,951
- Net gain or loss on disposal of non-current assets		3,959		2,143
- Equity awards compensation expense (1)		18,885		15,662
- Change in deferred taxes		2,305		(7,617)
- Change in income taxes		(1,655)		727
- Other		25		45
Changes in working capital related to operating activities		(662)		1,631
- (Increase) / Decrease in trade receivables		26,195		126,706
- Increase / (Decrease) in trade payables		(19,906)		(103,797)
- (Increase) / Decrease in other current assets		(5,187)		5,050
- Increase/ (Decrease) in other current liabilities		(1,069)		(26,448)
- Change in operating lease liabilities and right of use assets		(695)		120
Cash from operating activities		103,722		90,120
Acquisition of intangible assets, property, plant and equipment		(27,616)		(40,729)
Change in accounts payable related to intangible assets, property, plant and equipment		708		10,460
(Payment for) Disposal of a business, net of cash acquired (disposed)		(9,598)		—
Change in other non-current financial assets		(20,308)		(20,349)
Cash used for investing activities		(56,814)		(50,618)
Proceeds from borrowings under line-of-credit agreement		—		154,310
Repayment of borrowings		(1,272)		(169)
Proceeds from exercise of stock options		9,575		(16)
Repurchase of treasury stocks		(34,929)		(33,101)
Change in other financial liabilities		(748)		(927)
Cash (used for) from financing activities		(27,374)		120,097
Effect of exchange rates changes on cash and cash equivalents		(18,024)		(181)
Net increase (decrease) in cash and cash equivalents		1,510		159,418
Net cash and cash equivalents at beginning of period		488,011		418,763
Net cash and cash equivalents at end of period		$	489,521	$	578,181
Supplemental disclosures of cash flow information
Cash paid for taxes, net of refunds		(13,582)		(16,566)
Cash paid for interest		(736)		(666)

(1) Of which $11.2 million and $6.8 million of equity awards compensation expense consisted of share-based compensation expense according to ASC 718 Compensation - stock compensation for the quarter ended June 30, 2021 and 2020, respectively, and $18.0 million and $14.9 million for the six months ended June 30, 2021 and 2020, respectively.

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

6

CRITEO S.A.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

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

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

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

•that offer marketers (brands, retailers, and agencies) the ability to activate and measure their advertising campaigns

•that offer media owners (publishers and retailers) the ability to sell their advertising and promotions inventory

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

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

7

Note 1. Summary of Significant Accounting Policies

Basis of Presentation

The unaudited condensed consolidated financial statements included herein (the "Unaudited Condensed Consolidated Financial Statements") have been prepared by Criteo pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on February 26, 2021. The unaudited condensed consolidated financial statements included herein reflect all adjustments (consisting of normal, recurring adjustments) which are, in the opinion of management, necessary to state fairly the results for the interim periods presented. The results of operations for the interim periods presented are not necessarily indicative of the operating results to be expected for any subsequent interim period or for the fiscal year.

Conformity with U.S. GAAP requires the use of estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses in the condensed consolidated financial statements and accompanying notes. We base our estimates and judgments on historical information and on various other assumptions that we believe are reasonable under the circumstances. Our actual results may differ from these estimates. U.S. GAAP requires us to make estimates and judgments in several areas, including, but not limited to: (1) revenue recognition criteria, (2) allowances for credit losses, (3) research tax credits, (4) income taxes, including i) recognition of deferred tax assets arising from the subsidiaries projected taxable profit for future years, ii) evaluation of uncertain tax positions associated with our transfer pricing policy and iii) recognition of income tax position in respect with tax reforms recently enacted in countries we operate, (5) assumptions used in valuing acquired assets and assumed liabilities in business combinations, (6) assumptions used in the valuation of goodwill, intangible assets and right of use assets - operating lease, and (7) assumptions used in the valuation model to determine the fair value of share-based compensation plan.

The severity, magnitude, duration and after-effects of the COVID-19 pandemic on general economic conditions increase uncertainty associated with these estimates, in particular those related to allowance for credit losses, assumptions used in the valuation of goodwill and estimates relating to income taxes.

There have been no changes to our significant accounting policies described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, except for the update to our existing accounting policy described below:

Revenue Recognition

Principal vs Agent:

For certain customer arrangements, related to transactions using our Retail Media Platform, a new self-service solution providing transparency, measurement and control to our brand and retailer customers, we act as agent, because we (i) do not control the advertising inventory before it is transferred to our clients, (ii) do not have inventory risks because we do not purchase the inventory upfront and (iii) have limited discretion in establishing prices as we charge a platform fee based on a percentage of the digital advertising inventory purchased through the use of the platform. Therefore, based on these and other factors, we report the revenue earned and related costs incurred by the Retail Media Platform solution on a net basis.

Accounting Pronouncements Adopted in 2021

Effective January 1, 2021, we have adopted the Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12), which simplifies the accounting for income taxes. The adoption of this new standard did not have a material impact on our consolidated financial statements.

8

Effective January 1, 2021, we have adopted the Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") No. 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General. The purpose of this update is to modify disclosure requirements for Defined Benefit Plans. It removes requirements to disclose the amounts in accumulated other comprehensive income expected to be recognized as components of net periodic benefit cost over the next fiscal year among others. It adds disclosure requirements for the items such as an explanation of the reasons for significant gains and losses related to changes in the benefit obligation for the period. The adoption of this new standard did not have a material impact on our consolidated financial statements.

Recent Accounting Pronouncements

Accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s Consolidated Financial Statements upon adoption.

9

Note 2. Significant Events and Transactions of the Period

Restructuring

On February 1, 2021, the Company announced a plan to restructure its workforce across functions and regions to better align with the Company's evolution. We expect the plan will be completed by the end of 2021. The Company recorded $5.0 million of restructuring charges for severance related to this plan in the period ended June 30, 2021. For the six months ended June 30, 2021, $3.5 million was included in Sales and Operations expenses, $1.3 million was included in General and Administrative expenses and $0.1 million was included in Research and Development expenses.

The following table presents the breakdown of restructuring liability as of June 30, 2021, presented as part of employees related payables on the balance sheet:

	(in thousands)
Restructuring liability - January 1, 2021	$	510
Restructuring costs	4,971
Amount paid	(3,087)
Restructuring liability - June 30, 2021	2,394

Acquisition of Doobe In Site Inc. ("Mabaya")

On May 18, 2021, we completed the acquisition of all of the outstanding shares of Doobe In Site Inc. ("Mabaya"), a leading retail media technology company that powers sponsored products and retail media monetization for major ecommerce marketplaces globally. The total consideration paid was $9.9 million for the acquisition of shares. The acquisition was financed by available cash resources. The transaction has been accounted for as a business combination under the acquisition method of accounting. The purchase price allocation is in progress. A preliminary valuation of the fair value of Mabaya's assets acquired and liabilities assumed has been performed as of June 30, 2021, resulting in the identification of technology of $8.0 million, a $5.1 million employee related payable and a $2.5 million liability relating to a redemption fee payable to a governmental agency. Provisional goodwill amounted to $8.5 million, subject to post-closing purchase price adjustments. Once this valuation analysis is finalized, the estimate of the fair value of the assets acquired and liabilities assumed may be adjusted. The Company will finalize these amounts no later than one year from the acquisition date. In addition, acquisition costs amounting to $0.4 million were fully expensed as incurred.

10

Note 3. Financial Instruments

Financial assets

The maximum exposure to credit risk at the end of each reported period is represented by the carrying amount of financial assets and summarized in the following table:

	June 30, 2021		December 31, 2020
	(in thousands)
Trade receivables, net of allowances	438,703		474,055
Other taxes	71,866		69,987
Other current assets	21,841		21,405
Non-current financial assets	14,766		18,109
Marketable Securities	63,471		41,809
Total	$	610,647	$	625,365

For our financial assets, other than trade receivables, net of allowances, the fair value approximates the carrying amount, given the nature of the financial assets and the maturity of the expected cash flows.

Financial Liabilities

	June 30, 2021		December 31, 2020
	(in thousands)
Trade payables	$	341,047	$	367,025
Other taxes	54,697		58,491
Employee-related payables	74,491		85,272
Other current liabilities	40,988		33,390
Financial liabilities	3,594		3,275
Total	$	514,817	$	547,453

The fair value of financial liabilities approximates the carrying amount, given the nature of the financial liabilities and the maturity of the expected cash outflows.

Fair Value Measurements     

We measure the fair value of our cash equivalents and marketable securities, which include interest-bearing bank deposits, as level 2 measurements because they are valued using observable market data.

Financial assets or liabilities include derivative financial instruments used to manage our exposure to the risk of exchange rate fluctuations. These instruments are considered level 2 financial instruments as they are measured using valuation techniques based on observable market data.

11

Derivative Financial Instruments

Derivatives consist of foreign currency forward contracts that we use to hedge intercompany transactions and other monetary assets or liabilities denominated in currencies other than the local currency of a subsidiary. We recognize gains and losses on these contracts in financial income (expense), and their position on the balance sheet is based on their fair value at the end of each respective period. These instruments are considered level 2 financial instruments as they are measured using valuation techniques based on observable market data.

	June 30, 2021		December 31, 2020
	(in thousands)
Derivative Liabilities:
Included in financial liabilities - current portion	$	81	$	925

The fair value of derivative financial instruments approximates the notional amount, given the nature of the derivative financial instruments and the maturity of the expected cash flows.

Cash and Cash Equivalents

The following table presents for each reporting period, the breakdown of cash and cash equivalents:

	June 30, 2021		December 31, 2020
	(in thousands)
Cash equivalents	$	165,937	$	162,457
Cash on hand	323,584		325,554
Total cash and cash equivalents	$	489,521	$	488,011

Cash equivalents are investments in interest–bearing bank deposits which meet ASC 230—Statement of Cash flows criteria: short-term, highly liquid investments, for which the risks of changes in value are considered to be insignificant. Interest-bearing bank deposits are considered level 2 financial instruments as they are measured using valuation techniques based on observable market data.

For our cash and cash equivalents, the fair value approximates the carrying amount, given the nature of the cash and cash equivalents and the maturity of the expected cash flows.

12

Marketable Securities

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

	June 30, 2021		December 31, 2020
	(in thousands)
Securities Available-for-sale
Term Deposits	$	23,768	$	24,538
Securities Held-to-maturity
Term Deposits	$	39,703	$	17,271
Total	$	63,471	$	41,809

The gross unrealized gains on our marketable securities were not material as of June 30, 2021.

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

The following table classifies our marketable securities by contractual maturities:

	Held-to-maturity		Available-for-sale
	June 30, 2021
	(in thousands)
Due in one year	$	29,703	$	23,768
Due in one to five years	$	10,000	$	—
Total	$	39,703	$	23,768

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Note 4. Trade Receivables

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

	June 30, 2021		December 31, 2020
	(in thousands)
Trade accounts receivables	$	481,296	$	513,954
(Less) Allowance for credit losses	(42,593)		(39,899)
Net book value at end of period	$	438,703	$	474,055

Changes in allowance for credit accounts are summarized below:

	2021		2020
	(in thousands)
Balance at January 1	$	(39,899)	$	(16,068)
Allowance for credit losses through retained earnings (*)	—		(3,483)
Allowance for credit losses	(6,617)		(21,040)
Reversal of provision	3,469		6,974
Currency translation adjustment	454		323
Balance at June 30	$	(42,593)	$	(33,294)

(*) On January 1, 2020, we adopted ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost issued by the Financial Accounting Standards Board (FASB). ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model which requires the use of forward-looking information to calculate credit loss estimates. This results in earlier recognition of credit losses. We adopted ASU 2016-13 effective January 1, 2020 with the cumulative effect of adoption recorded as an adjustment to retained earnings.

We write off accounts receivable balances once the receivables are no longer deemed collectible. During the six month period ended June 30, 2021, and June 30, 2020, the Company recovered $1.7 million, and $2.3 million, respectively, previously written off, and accounted for as a reversal of provision.

As of June 30, 2021 and December 31, 2020 no customer accounted for 10% or more of trade receivables.

14

Note 5. Other Current Assets

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

	June 30, 2021		December 31, 2020
	(in thousands)
Prepayments to suppliers	$	6,040	$	5,613
Other debtors	4,746		5,991
Prepaid expenses	11,055		9,801
Net book value at end of period	$	21,841	$	21,405

Prepaid expenses mainly consist of costs related to SaaS arrangements.

15

Note 6. Other Current Liabilities

Other current liabilities are presented in the following table:

	June 30, 2021		December 31, 2020
	(in thousands)
Clients' prepayments	$	14,054	$	12,234
Credit notes	18,368		14,433
Accounts payable relating to capital expenditures	4,936		4,721
Other creditors	2,832		1,918
Deferred revenue	798		84
Total	$	40,988	$	33,390

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Note 7. Leases

The components of lease expense are as follows:

	Three Months Ended
	June 30, 2021						June 30, 2020
	Offices		Data Centers		Total		Offices		Data Centers		Total
	(in thousands)
Lease expense	$	6,874	$	6,460	$	13,334	$	7,487	$	6,784	$	14,271
Short term lease expense	125		7		132		(69)		(56)		(125)
Variable lease expense	100		129		229		4		(428)		(424)
Sublease income	(288)		—		(288)		26		—		26
Total operating lease expense	$	6,811	$	6,596	$	13,407	$	7,448	$	6,300	$	13,748

	Six Months Ended
	June 30, 2021						June 30, 2020
	Offices		Data Centers		Total		Offices		Data Centers		Total
	(in thousands)
Lease expense	$	13,417	$	12,858	$	26,275	$	13,801	$	13,320	$	27,121
Short term lease expense	201		14		215		217		—		217
Variable lease expense	244		202		446		13		88		101
Sublease income	(476)		—		(476)		(176)		—		(176)
Total operating lease expense	$	13,386	$	13,074	$	26,460	$	13,855	$	13,408	$	27,263

As of June 30, 2021, we have no additional operating leases, that have not yet commenced which will result in additional operating lease liabilities and right of use assets.

17

Note 8. Employee Benefits

Defined Benefit Plans

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

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

	Projected benefit obligation
	(in thousands)
Projected benefit obligation present value at January 1, 2020	$	8,485
Service cost	2,232
Interest cost	95
Actuarial losses (gains)	(5,214)
Currency translation adjustment	569
Projected benefit obligation present value at December 31, 2020	$	6,167
Service cost	675
Interest cost	25
Actuarial losses (gains)	(658)
Currency translation adjustment	(195)
Projected benefit obligation present value at June 30, 2021	$	6,014

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

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

	Six months ended	Year ended
	June 30, 2021	December 31, 2020
Discount rate (Corp AA)	1.25%	0.85%
Expected rate of salary increase	5%	5%
Expected rate of social charges	49% - 50%	49% - 50%
Expected staff turnover	—% - 17.8%	—% - 17.8%
Estimated retirement age	Progressive table	Progressive table
Life table	TH-TF 2000-2002 shifted	TH-TF 2000-2002 shifted

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Defined Contribution Plans

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

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

	Three Months Ended				Six Months Ended
	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
	(in thousands)
Defined contributions plans included in personnel expenses	$	(3,447)	$	(4,442)	$	(9,000)	$	(7,872)

Note 9. Revenue

Disaggregation of revenue

The following table presents our disaggregated revenues:

	Marketing Solutions		Retail Media		Total
For the three months ended	(in thousands)
June 30, 2021	$	487,465	$	63,846	$	551,311
June 30, 2020	$	381,270	$	56,344	$	437,614

	Marketing Solutions		Retail Media		Total
For the six months ended	(in thousands)
June 30, 2021	$	970,655	$	121,733	$	1,092,388
June 30, 2020	$	851,043	$	89,947	$	940,990

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Note 10. Share-Based Compensation

The board of directors has been authorized by the general meeting of the shareholders to grant employee warrants (Bons de Souscription de Parts de Créateur d’Entreprise or "BSPCEs"), share options (Options de Souscription d'Actions or "OSAs"), restricted share units ("RSUs") and non-employee warrants (Bons de Souscription d'Actions or "BSAs").

During the six months ended June 30, 2021, there were four grants of RSUs under the Employee Share Option Plan 13 as defined in Note 19 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020.

On February 25, 2021, 96,450 RSUs were granted to Criteo employees subject to continued employment and 235,850 RSUs and 235,848 PSUs were granted to members of the management subject to continued employment.

On April 29, 2021, 758,979 RSUs were granted to Criteo employees subject to continued employment.

On June 14, 2021, 858,511 RSUs were granted to Criteo employees subject to continued employment and 14,421 PSUs were granted to members of the management subject to continued employment.

On June 24, 2021, 56,500 RSUs were granted to Criteo employees subject to continued employment.

There have been no changes in the vesting and method of valuation of the BSPCEs, OSAs, RSUs, or BSAs from what was disclosed in Note 19 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on February 26, 2021.

Change in number of outstanding BSPCE / OSA / RSU / BSA

	OSA/BSPCE	RSU/PSU	BSA	Total
Balance at January 1, 2021	2,102,158	4,954,091	343,775	7,400,024
Granted	—	2,256,559	—	2,256,559
Exercised (OSA/BSPCE/BSA)	(425,254)	—	—	(425,254)
Vested (RSU)	—	(471,172)	—	(471,172)
Forfeited	(16,362)	(305,114)	—	(321,476)
Expired	—	—	—	—
Balance at June 30, 2021	1,660,542	6,434,364	343,775	8,438,681

Breakdown of the Closing Balance

	OSA/BSPCE		RSU	BSA
Number outstanding	1,660,542		6,434,364	343,775
Weighted-average exercise price	€	23.84	NA	€	15.12
Number vested	1,264,490		—	343,775
Weighted-average exercise price	€	26.91	NA	€	15.12
Weighted-average remaining contractual life of options outstanding, in years	5.19		NA	6.29

20

Reconciliation with the Unaudited Consolidated Statements of Income

	Three Months Ended
	June 30, 2021								June 30, 2020
	(in thousands)
	R&D		S&O		G&A		Total		R&D		S&O		G&A		Total
RSUs	$	(4,218)	$	(3,559)	$	(3,183)	$	(10,960)	$	(2,068)	$	(1,516)	$	(2,586)	$	(6,170)
Share options / BSPCE	—		(77)		(189)		(266)		—		(56)		(579)		(635)
Total share-based compensation	(4,218)		(3,636)		(3,372)		(11,226)		(2,068)		(1,572)		(3,165)		(6,805)
BSAs	—		—		(444)		(444)		—		—		(355)		(355)
Total equity awards compensation expense	$	(4,218)	$	(3,636)	$	(3,816)	$	(11,670)	$	(2,068)	$	(1,572)	$	(3,520)	$	(7,160)

	Six Months Ended
	June 30, 2021								June 30, 2020
	(in thousands)
	R&D		S&O		G&A		Total		R&D		S&O		G&A		Total
RSUs	$	(6,714)	$	(5,208)	$	(5,471)	$	(17,393)	$	(4,438)	$	(5,135)	$	(4,573)	$	(14,146)
Share options / BSPCE	—		(182)		(411)		(593)		—		(55)		(734)		(789)
Total share-based compensation	(6,714)		(5,390)		(5,882)		(17,986)		(4,438)		(5,190)		(5,307)		(14,935)
BSAs	—		—		(899)		(899)		—		—		(727)		(727)
Total equity awards compensation expense	$	(6,714)	$	(5,390)	$	(6,781)	$	(18,885)	$	(4,438)	$	(5,190)	$	(6,034)	$	(15,662)

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Note 11. Financial Income and Expenses

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

	Three Months Ended
	June 30, 2021		June 30, 2020
	(in thousands)
Financial income from cash equivalents	$	198	$	61
Interest and fees	(506)		(811)
Interest on debt	(464)		(638)
Fees	(42)		(173)
Foreign exchange gain (loss)	(521)		(235)
Other financial expense	310		(18)
Total financial expense	$	(519)	$	(1,003)

	Six Months Ended
	June 30, 2021		June 30, 2020
	(in thousands)
Financial income from cash equivalents	$	326	$	443
Interest and fees	(1,046)		(1,243)
Interest on debt	(881)		(1,018)
Fees	(165)		(225)
Foreign exchange gain (loss)	(1,319)		(496)
Other financial expense	802		(41)
Total financial expense	$	(1,237)	$	(1,337)

The $0.5 million and the $1.2 million financial expenses for the three and six month periods ended June 30, 2021 respectively, were driven by the up-front fees amortization, the non-utilization costs, the financial expense relating to our available Revolving Credit Facility (RCF) financing and the recognition of a negative impact of foreign exchange reevaluations net of related hedging. At June 30, 2021, our exposure to foreign currency risk was centralized at Criteo S.A. and hedged using foreign currency swaps or forward purchases or sales of foreign currencies.

22

Note 12. Income Taxes

Breakdown of Income Taxes

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

The condensed consolidated statements of income line item “Provision for income taxes” can be broken down as follows:

	Six Months Ended
	June 30, 2021		June 30, 2020
	(in thousands)
Current income tax	$	(11,927)	$	(17,293)
Net change in deferred taxes	(2,305)		7,617
Provision for income taxes	$	(14,232)	$	(9,676)

For the six months ended June 30, 2021 and June 30, 2020, we used an annual estimated tax rate of 27% and 30%, respectively, to calculate the provision for income taxes. The effective tax rate was 27% and 30% for the six months ended June 30, 2021 and 2020, respectively.

Current tax assets and liabilities

The total amount of current tax assets and liabilities consists mainly of prepayments of income taxes and credits of Criteo S.A, Criteo Corp., and Criteo GmbH and Criteo K.K.

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Note 13. Earnings Per Share

Basic Earnings Per Share

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

	Three Months Ended				Six Months Ended
	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
Net income attributable to shareholders of Criteo S.A.	$	14,804	$	5,716	$	37,210	$	21,175
Weighted average number of shares outstanding	60,663,301		61,415,467		60,702,780		61,553,875
Basic earnings per share	$	0.24	$	0.09	$	0.61	$	0.34

Diluted Earnings Per Share

We calculate diluted earnings per share by dividing the net income attributable to shareholders of the Parent by the weighted average number of shares outstanding plus any potentially dilutive shares not yet issued from share-based compensation plans (see Note 10). There were no other potentially dilutive instruments outstanding as of June 30, 2020 and June 30, 2021. Consequently, all potential dilutive effects from shares are considered.

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

	Three Months Ended				Six Months Ended
	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
Net income attributable to shareholders of Criteo S.A.	$	14,804	$	5,716	$	37,210	$	21,175
Weighted average number of shares outstanding of Criteo S.A.	60,663,301		61,415,467		60,702,780		61,553,875
Dilutive effect of :
Restricted share awards ("RSUs")	3,384,757		247,062		3,178,570		255,685
Share options and BSPCE	495,536		119,516		395,803		136,651
Share warrants	121,618		8,090		94,450		12,288
Weighted average number of shares outstanding used to determine diluted earnings per share	64,665,212		61,790,135		64,371,603		61,958,499
Diluted earnings per share	$	0.23	$	0.09	$	0.58	$	0.34

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

	Three Months Ended		Six Months Ended
	June 30, 2021	June 30, 2020	June 30, 2021	June 30, 2020
Restricted share awards	858,511	4,183,514	595,406	3,212,368
Share options and BSPCE	—	140,513	—	70,257
Weighted average number of anti-dilutive securities excluded from diluted earnings per share	858,511	4,324,027	595,406	3,282,625

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Note 14. Commitments and contingencies

Commitments

Revolving Credit Facilities "RCF", Credit Line Facilities and Bank Overdrafts     

We are party to an RCF with a syndicate of banks which allows us to draw up to €350.0 million ($415.9 million).

We are also party to short-term credit lines and overdraft facilities with HSBC plc, BNP Paribas and LCL with an authorization to draw up to a maximum of €21.5 million ($25.6 million) in the aggregate under the short-term credit lines and overdraft facilities. As of June 30, 2021, we had not drawn on any of these facilities. Any loans or overdrafts under these short-term facilities bear interest based on the one month EURIBOR rate or three month EURIBOR rate. As these facilities are exclusively short-term credit and overdraft facilities, our banks have the ability to terminate such facilities on short notice.

Contingencies

Changes in provisions during the presented periods are summarized below:

	Provision for employee-related litigation		Other provisions		Total
	(in thousands)
Balance at January 1, 2021	$	1,179	$	1,071	$	2,250
Increase	417		—		417
Provision used	(247)		—		(247)
Provision released not used*	(400)		—		(400)
Currency translation adjustments	(41)		(34)		(75)
Balance at June 30, 2021	$	908	$	1,037	$	1,945
- of which current	908		1,037		1,945

*Due to changes in management's best estimates of future cash outflows

The amount of the provisions represents management’s best estimate of the future outflow.

Regulatory matters

As indicated in our Annual Report on Form- 10-K for the year ended December 31, 2020, in November 2018, Privacy International filed a complaint with certain data protection authorities, including France's Commission Nationale de l'Informatique et des Libertés ("CNIL"), against Criteo and a number of other similarly situated advertising technology companies, arguing that certain of these companies' practices do not comply with the European Union's General Data Protection Regulation ("GDPR"). In January 2020, CNIL opened a formal investigation into Criteo in response to this complaint, which is still ongoing as per CNIL’s notification to Criteo dated June 23, 2021, which notified the Company of the appointment of an investigator (rapporteur). There can be no assurance that actions by the Company will not be required as a result of the investigation. However, at the current phase of the investigation, due to the absence of any specific grievance or sanction and the lack of any legal grounds therefor, we consider this to be an unasserted claim for which an unfavorable outcome is only reasonably possible, and the amount of the potential loss cannot be reasonably estimated in accordance with "ASC 450 Contingencies”, therefore, we have not accrued a loss contingency.

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

The Company operates in the following three geographical markets:

•    Americas (North and South America);

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

•    Asia-Pacific.

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

	Americas		EMEA		Asia-Pacific		Total
For the three months ended:	(in thousands)
June 30, 2021	$	221,227	$	209,303	$	120,781	$	551,311
June 30, 2020	$	185,674	$	159,621	$	92,319	$	437,614

Revenue generated in France, the country of incorporation of the Parent, amounted to $39.1 million and $27.3 million for the three months ended June 30, 2021 and 2020, respectively.

	Americas		EMEA		Asia-Pacific		Total
For the six months ended:	(in thousands)
June 30, 2021	$	425,127	$	421,399	$	245,862	$	1,092,388
June 30, 2020	$	377,419	$	349,735	$	213,836	$	940,990

Revenue generated in France amounted to $76.8 million and $59.3 million for the six month ended June 30, 2021 and June 30, 2020, respectively.

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

	Three Months Ended				Six Months Ended
	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
	(in thousands)
Americas
United States	$	196,579	$	169,879	$	380,663	$	342,906
EMEA
Germany	$	53,051	$	39,621	$	106,647	$	90,239
United Kingdom	$	22,112	$	20,857	$	45,404	$	41,677
Asia-Pacific
Japan	$	74,791	$	67,782	$	159,003	$	152,419

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Other Information

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

					Of which						Of which
	Holding		Americas		United States		EMEA		Asia-Pacific		Japan		Total
(in thousands)
June 30, 2021	$	122,066	$	83,474	$	82,738	$	15,486	$	29,503	$	19,376	$	250,529
December 31, 2020	$	135,516	$	93,389	$	93,030	$	8,746	$	31,598	$	20,532	$	269,249

Note 16. Related Parties

There were no significant related-party transactions during the period nor any change in the nature of the transactions as described in Note 24 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

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Note 17. Subsequent Events

The Company evaluated all subsequent events that occurred after June 30, 2021 through the date of issuance of the unaudited condensed consolidated financial statements and determined there are no significant events that require adjustments or disclosure.

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

The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Securities and Exchange Commission, or "SEC", on February 26, 2021.

Critical Accounting Policies and Estimates

There have been no material changes to our critical accounting policies and estimates from the information provided in Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations," included in our Annual Report filed on Form 10-K for the year ended December 31, 2020.

Recently Issued Pronouncements

See "Recently Issued Accounting Standards" under Note 1, "Summary of Significant Accounting Policies," of the Notes to Unaudited Condensed Consolidated Financial Statements for a discussion of certain accounting standards that have been issued during 2021.

Use of Non-GAAP Financial Measures

This Form 10-Q includes the following financial measures defined as non-GAAP financial measures by the SEC: Revenue ex-TAC, Adjusted EBITDA and Adjusted Net Income. 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 core 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 core business and across our core 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 related and transformation costs and, acquisition-related costs. Adjusted EBITDA 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- and long-term operational plans. In particular, we believe that by eliminating equity awards compensation expense, pension service costs, restructuring related and transformation costs and, acquisition-related costs, Adjusted EBITDA can provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Adjusted EBITDA provides 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.

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Adjusted Net Income is our net income adjusted to eliminate the impact of equity awards compensation expense, amortization of acquisition-related intangible assets, restructuring related and transformation costs and,, acquisition-related 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, restructuring related and transformation costs and, acquisition-related 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.

Please refer to the supplemental financial tables provided for a reconciliation of Revenue ex-TAC to revenue, Adjusted EBITDA to net income, and Adjusted Net Income to net income in each case, the most comparable U.S. GAAP measurement. Our use of non-GAAP financial measures 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: (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, Adjusted EBITDA, Adjusted Net Income, 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.

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Condensed Consolidated Statements of Income Data (Unaudited):

		Three Months Ended				Six Months Ended
		June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
	(in thousands, except share and per share data)
Revenue		$	551,311	$	437,614	$	1,092,388	$	940,990
Cost of revenue (1)
Traffic acquisition costs		(331,078)		(257,698)		(658,745)		(555,062)
Other cost of revenue		(37,364)		(33,914)		(72,076)		(67,720)
Gross profit		182,869		146,002		361,567		318,208
Operating expenses
Research and development expenses (1)		(41,915)		(31,247)		(73,612)		(68,762)
Sales and operations expenses (1)		(80,751)		(75,781)		(160,105)		(160,755)
General and administrative expenses (1)		(40,474)		(29,185)		(73,902)		(55,100)
Total operating expenses		(163,140)		(136,213)		(307,619)		(284,617)
Income from operations		19,729		9,789		53,948		33,591
Financial expense		(519)		(1,003)		(1,237)		(1,337)
Income before taxes		19,210		8,786		52,711		32,254
Provision for income taxes		(4,181)		(2,636)		(14,232)		(9,676)
Net income		$	15,029	$	6,150	$	38,479	$	22,578
Net income available to shareholders of Criteo S.A.		$	14,804	$	5,716	$	37,210	$	21,175
Net income allocated to shareholders per share:
Basic		$	0.24	$	0.09	$	0.61	$	0.34
Diluted		$	0.23	$	0.09	$	0.58	$	0.34
Weighted average shares outstanding used in computing per share amounts:
Basic		60,663,301		61,415,467		60,702,780		61,553,875
Diluted		64,665,212		61,790,135		64,371,603		61,958,499

(1)Cost of revenue and operating expenses include equity awards compensation expense, pension service costs, depreciation and amortization expense, restructuring related and transformation costs and, acquisition-related costs:

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Detailed Information on Selected Items (unaudited):

		Three Months Ended				Six Months Ended
		June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
	(in thousands)
Equity awards compensation expense
Research and development expenses		$	4,218	$	2,068	$	6,714	$	4,438
Sales and operations expenses		3,636		1,572		6,005		5,190
General and administrative expenses		3,815		3,519		6,832		6,034
Total equity awards compensation expense		$	11,669	$	7,159	$	19,551	$	15,662
Pension service costs
Research and development expenses		175		269		350		538
Sales and operations expenses		53		95		106		190
General and administrative expenses		109		175		219		349
Total pension service costs (a)		$	337	$	539	$	675	$	1,077
Depreciation and amortization expense
Cost of revenue		15,744		13,098		30,988		25,869
Research and development expenses (b)		2,207		1,658		3,960		7,308
Sales and operations expenses (c)		3,702		4,221		7,656		8,561
General and administrative expenses		838		1,231		1,741		2,608
Total depreciation and amortization expense		$	22,491	$	20,208	$	44,345	$	44,346
Acquisition-related costs
General and administrative expenses		3,047		—		3,047		—
Total acquisition-related costs		$	3,047	$	—	$	3,047	$	—
Restructuring related and transformation costs
Research and development expenses		4,831		513		6,267		1,508
Sales and operations expenses		1,551		415		8,918		1,436
General and administrative expenses		3,614		288		6,447		481
Total Restructuring related and transformation costs (1)		$	9,996	$	1,216	$	21,632	$	3,425

(a) Effective January 1, 2012, actuarial gains and losses are recognized in other comprehensive income.

(b) Includes acquisition-related amortization of intangible assets of $0.7 million and $0.7 million for the three months ended June 30, 2021 and 2020, respectively and $1.5 million and $5.4 million for the six months ended June 2021 and, 2020, respectively.

(c) Includes acquisition-related amortization of intangible assets of $2.2 million and $2.2 million for the three months ended June 30, 2021 and 2020, respectively and $4.4 million and $4.3 million for the six months ended June 30, 2021 and 2020, respectively.

(1) For the three months ended and six months ended June 30, 2021, and June 30, 2020, the Company recognized restructuring-related and transformation charges following its new organizational structure implemented to support its multi-product platform strategy and office right sizing policy:

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	Three Months Ended				Six Months Ended
	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
	(in thousands)
(Gain) from forfeitures of share-based compensation awards	—		—		(666)		—
Facilities related costs	9,721		807		16,337		1,794
Payroll related (gain) costs	(181)		409		4,971		1,631
Consulting costs related to transformation	456		—		990		—
Total restructuring related and transformation costs	$	9,996	$	1,216	$	21,632	$	3,425

For the three months ended June 30, 2021 and June 30, 2020, respectively, the cash outflows related to restructuring related and transformation costs were $10.3 million, and $2.1 million respectively, and were mainly comprised of payroll costs and broker and termination penalties related to real-estate facilities and other consulting fees.

Consolidated Statements of Financial Position Data (unaudited):

	June 30, 2021		December 31, 2020
	(in thousands)
Cash and cash equivalents	$	489,521	$	488,011
Total assets	1,842,442		1,853,410
Trade receivables, net of credit losses	438,703		474,055
Total financial liabilities	3,594		3,275
Total liabilities	684,373		700,723
Total equity	$	1,158,069	$	1,152,687

Other Financial and Operating Data (unaudited):

		Three Months Ended				Six Months Ended
		June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
	(in thousands, except client data)
Number of clients		21,332		20,359		21,332		20,359
Revenue ex-TAC (3)		$	220,233	$	179,916	$	433,643	$	385,928
Adjusted Net Income (4)		$	40,856	$	16,707	$	84,008	$	48,735
Adjusted EBITDA (5)		$	67,269	$	38,911	$	143,198	$	98,101

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(3) We define Revenue ex-TAC (Traffic Acquisition Costs) as our revenue excluding traffic acquisition costs, or TAC, generated over the applicable measurement period. Revenue ex-TAC is not a measure calculated in accordance with U.S. GAAP. We have included Revenue ex-TAC in this Form 10-Q 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 TAC from revenue can provide a useful measure for period-to-period comparisons of our core business. Accordingly, we believe that Revenue ex-TAC provides useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors. Our use of Revenue ex-TAC 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) 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 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 alongside our other U.S. GAAP financial results, including revenue. The following table presents a reconciliation of Revenue ex-TAC to revenue, the most directly comparable U.S. GAAP measure, for each of the periods indicated:

		Three Months Ended				Six Months Ended
		June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
	(in thousands)
Revenue		$	551,311	$	437,614	$	1,092,388	$	940,990
Adjustment:
Traffic acquisition costs		(331,078)		(257,698)		(658,745)		(555,062)
Revenue ex-TAC		$	220,233	$	179,916	$	433,643	$	385,928

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(4) 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 related and transformation costs and, acquisition-related costs, 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 in this Form 10-Q 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, restructuring related and transformation costs and, acquisition-related 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 core 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 financial results, including net income. The following table presents a reconciliation of Adjusted Net Income to net income, the most directly comparable U.S. GAAP measure, for each of the periods indicated:

	Three Months Ended				Six Months Ended
	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
	(in thousands)
Net income	$	15,029	$	6,150	$	38,479	$	22,578
Adjustments:
Equity awards compensation expense	11,669		7,159		19,551		15,662
Amortization of acquisition-related intangible assets	2,936		2,847		5,871		9,695
Acquisition-related costs	3,047		—		3,047		—
Restructuring related and transformation costs	9,996		1,216		21,632		3,425
Tax impact of the above adjustments	(1,821)		(665)		(4,572)		(2,625)
Adjusted Net Income	$	40,856	$	16,707	$	84,008	$	48,735

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(5) 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 related and transformation costs and, acquisition-related costs. Adjusted EBITDA is not a measure calculated in accordance with U.S. GAAP. We have included Adjusted EBITDA in this Form 10-Q 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 and long-term operational plans. In particular, we believe that the elimination of equity awards compensation expense, pension service costs, restructuring related and transformation costs and, acquisition-related costs in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons of our core 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 other U.S. GAAP financial results, including net income. The following table presents a reconciliation of Adjusted EBITDA to net income, the most directly comparable U.S. GAAP measure, for each of the periods indicated:

	Three Months Ended				Six Months Ended
	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
	(in thousands)
Net income	$	15,029	$	6,150	$	38,479	$	22,578
Adjustments:
Financial expense	519		1,003		1,237		1,337
Provision for income taxes	4,181		2,636		14,232		9,676
Equity awards compensation expense	11,669		7,159		19,551		15,662
Pension service costs	337		539		675		1,077
Depreciation and amortization expense	22,491		20,208		44,345		44,346
Acquisition-related costs	3,047		—		3,047		—
Restructuring related and transformation costs	9,996		1,216		21,632		3,425
Total net adjustments	52,240		32,761		104,719		75,523
Adjusted EBITDA	$	67,269	$	38,911	$	143,198	$	98,101

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Results of Operations for the Periods Ended June 30, 2021 and June 30, 2020 (Unaudited)

Revenue breakdown by region

Three months ended June 30, 2021 compared to the three months ended June 30, 2020

	Three Months Ended
	June 30, 2021		June 30, 2020		2021 vs 2020
	(in thousands)
Revenue as reported	$	551,311	$	437,614	26	%
Conversion impact U.S. dollar/other currencies	$	(18,569)
Revenue at constant currency (1)	532,742		437,614		22	%
Americas
Revenue as reported	221,227		185,674		19	%
Conversion impact U.S. dollar/other currencies	$	(612)
Revenue at constant currency (1)	220,615		185,674		19	%
EMEA
Revenue as reported	209,303		159,621		31	%
Conversion impact U.S. dollar/other currencies	$	(16,098)
Revenue at constant currency (1)	193,205		159,621		21	%
Asia-Pacific
Revenue as reported	120,781		92,319		31	%
Conversion impact U.S. dollar/other currencies	$	(1,859)
Revenue at constant currency(1)	$	118,922	$	92,319	29	%

Revenue breakdown by solution

Three months ended June 30, 2021 compared to the three months ended June 30, 2020

	Three Months Ended
	June 30, 2021		June 30, 2020		2021 vs 2020
	(in thousands)
Revenue as reported	$	551,311	$	437,614	26	%
Conversion impact U.S. dollar/other currencies	$	(18,569)
Revenue at constant currency (1)	$	532,742	$	437,614	22	%
Marketing Solutions as reported	$	487,465	$	381,270	28	%
Conversion impact U.S. dollar/other currencies	$	(16,846)
Marketing Solutions at constant currency (1)	470,619		381,270		23	%
Retail Media as reported (2)	63,846		56,344		13	%
Conversion impact U.S. dollar/other currencies	$	(1,722)
Retail Media at constant currency (1)	62,124		56,344		10	%

(1) Revenue at constant currency excludes the impact of foreign currency fluctuations and is computed by applying the 2020 average exchange rates for the relevant period to 2021 figures. We have included revenue at constant currency in this Form 10-Q 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.

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(2) Criteo operates as one operating segment. From January 1,2021 we have disaggregated revenues between Marketing Solutions and Retail Media. A strategic building block of Criteo’s Commerce Media Platform, the Retail Media Platform, introduced in June 2020, is a self-service solution providing transparency, measurement and control to brands and retailers. In all arrangements running on this platform, Criteo recognizes revenue on a net basis, whereas revenue from arrangements running on legacy Retail Media solutions are accounted for on a gross basis. Over time, we expect most clients using Criteo’s legacy Retail Media solutions to transition to this platform. As new clients onboard and existing clients transition to the Retail Media Platform, Revenue may decline but Revenue ex-TAC margin will increase. Revenue ex-TAC will not be impacted by this transition.

While we clearly benefited from digital marketing tailwinds in the second quarter 2021, Revenue for the three months ended June 30, 2021 increased 26% or (22% on a constant currency basis, as defined in footnote 1 directly above) to $551.3 million compared to the three months ended June 30, 2020.

In the quarter, 72% of the year-over-year revenue increase was driven by the higher contribution from our existing clients while 28% came from new client additions. We added 973 net new clients year-over-year across regions, while revenue from existing clients increased by 22% at constant currency over the period.

Marketing Solutions revenue increased 28% (or 23% on a constant currency basis), to $487.5 million for the three months ended June 30, 2021, driven by strong performance of Retail across retargeting and audience targeting.

Retail Media revenue increased 13% (or 10% on a constant currency basis), to $63.8 million for the three months ended June 30, 2021, driven by strong traction with our preferred deals offering in EMEA and good execution around Prime Day in North America. Criteo's Retail Media Platform accounts for a fast-growing share of Retail Media revenue and its revenue is accounted for on a net basis. In the prior year period, a larger share of revenue was still accounted for on a gross basis, and as a result of this transition to a full Retail Media Platform business, the growth of Retail Media revenue is temporarily impacted. Reflecting the underlying economic performance, Retail Media's Revenue ex-TAC increased 53% (or 49% on a constant currency basis) in the second quarter 2021.

Our revenue in the Americas region increased 19% (or 19% on a constant currency basis), including 16% in the U.S., to $221.2 million for the three months ended June 30, 2021 compared to the three months ended June 30, 2020, driven by positive Retail trends across retargeting, audience targeting and Retail Media momentum with large retailers and brands.

Our revenue in EMEA increased 31% (or 21% on a constant currency basis), to $209.3 million for the three months ended June 30, 2021 compared to the three months ended June 30, 2020, driven by strong business in Retail and solid traction in Retail Media, offsetting continued weakness in Travel because of the COVID-19 pandemic.

Our revenue in the Asia-Pacific region increased 31% (or 29% on a constant currency basis), to $120.8 million for the three months ended June 30, 2021 compared to the three months ended June 30, 2020, driven by the return to growth of our Retail business in Japan and Korea, improving Classifieds trends, offset by a still soft Travel business.

Additionally, our $551.3 million of revenue for the three months ended June 30, 2021 was positively impacted by $(18.6) million of currency fluctuations, particularly as a result of the depreciation of the Turkish Lira, Swedish Krona, Russian Ruble, and the Brazilian real, partially offset by the appreciation of the Euro and the South Korean Won, compared to the U.S. dollar.

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Six months ended June 30, 2021 compared to the six months ended June 30, 2020

Revenue breakdown by region

	Six Months Ended
	June 30, 2021		June 30, 2020		2021 vs 2020
	(in thousands)
Revenue as reported	$	1,092,388	$	940,990	16	%
Conversion impact U.S. dollar/other currencies	$	(35,316)
Revenue at constant currency (1)	1,057,072		940,990		12	%
Americas
Revenue as reported	425,127		377,419		13	%
Conversion impact U.S. dollar/other currencies	$	1,694
Revenue at constant currency (1)	426,821		377,419		13	%
EMEA
Revenue as reported	421,399		349,735		20	%
Conversion impact U.S. dollar/other currencies	$	(30,318)
Revenue at constant currency (1)	391,081		349,735		12	%
Asia-Pacific
Revenue as reported	245,862		213,836		15	%
Conversion impact U.S. dollar/other currencies	$	(6,692)
Revenue at constant currency(1)	$	239,170	$	213,836	12	%

Revenue breakdown by solution

Six months ended June 30, 2021 compared to the six months ended June 30, 2020

	Six Months Ended
	June 30, 2021		June 30, 2020		2021 vs 2020
	(in thousands)
Revenue as reported	$	1,092,388	$	940,990	16	%
Conversion impact U.S. dollar/other currencies	$	(35,316)
Revenue at constant currency (1)	$	1,057,072	$	940,990	12	%
Marketing Solutions as reported	$	970,655	$	851,043	14	%
Conversion impact U.S. dollar/other currencies	$	(32,500)
Marketing Solutions at constant currency (1)	938,155		851,043		10	%
Retail Media as reported (2)	121,733		89,947		35	%
Conversion impact U.S. dollar/other currencies	$	(2,816)
Retail Media at constant currency (1)	118,917		89,947		32	%

(1) Revenue at constant currency excludes the impact of foreign currency fluctuations and is computed by applying the 2020 average exchange rates for the relevant period to 2021 figures. We have included revenue at constant currency in this Form 10-Q 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.

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(2) Criteo operates as one operating segment. From January 1,2021 we have disaggregated revenues between Marketing Solutions and Retail Media. A strategic building block of Criteo’s Commerce Media Platform, the Retail Media Platform, introduced in June 2020, is a self-service solution providing transparency, measurement and control to brands and retailers. In all arrangements running on this platform, Criteo recognizes revenue on a net basis, whereas revenue from arrangements running on legacy Retail Media solutions are accounted for on a gross basis. Over time, we expect most clients using Criteo’s legacy Retail Media solutions to transition to this platform. As new clients onboard and existing clients transition to the Retail Media Platform, Revenue may decline but Revenue ex-TAC margin will increase. Revenue ex-TAC will not be impacted by this transition.

Revenue for the six months ended June 30, 2021 increased 16% (or 12% on a constant currency basis, as defined in footnote 1 directly above) to $1,092.4 million, compared to the six months ended June 30, 2020.

In the first half of 2021, 81% of the year-over-year increase in revenue was driven by the higher contribution from our existing clients while 19% came from new client additions. We added 973 net new clients year-over-year across regions.

Marketing Solutions revenue increased 14% (or 10% on a constant currency basis) to $970.7 million for the six months ended June 30, 2021, as increased spend from Retail clients, both on our retargeting and audience targeting solutions, was partially offset by the negative impact from continued lower spend from Travel clients.

Retail Media revenue increased 35% (or 32% on a constant currency basis) to $121.7 million for the six months ended June 30, 2021, driven by strong performance with large retailers across the U.S. and EMEA. Criteo's Retail Media Platform accounts for a fast-growing share of Retail Media revenue and its revenue is accounted for on a net basis. In the prior year period, a larger share of revenue was still accounted for on a gross basis, and as a result of this transition to a full Retail Media Platform business, the growth of Retail Media revenue is temporarily impacted. Reflecting the underlying economic performance, Retail Media's Revenue ex-TAC increased 78% (or 74% on a constant currency basis) in the first half 2021.

Our revenue in the Americas region increased 13% (or 13% on a constant currency basis), including 11% in the U.S., to $425.1 million for the six months ended June 30, 2021 compared to the six months ended June 30, 2020, driven by positive Retail trends, in particular with large customers across our retargeting and audience targeting solutions, and continued strong performance of Retail Media, in particular with consumer brands and existing retailers.

Our revenue in EMEA increased 20% (or 12% on a constant currency basis) to $421.4 million for the six months ended June 30, 2021 compared to the six months ended June 30, 2020, driven by positive Retail trends, in particular with large customers across our retargeting and new solutions, with continued strong performance of Retail Media.

Our revenue in the Asia-Pacific region increased 15% (or 12% on a constant currency basis) to $245.9 million for the six months ended June 30, 2021 compared to the six months ended June 30, 2020, mainly driven by the recovery of Retail accounts in the region.

Additionally, our $1,092.4 million of revenue for the six months ended June 30, 2021 was positively impacted by $(35.3) of currency fluctuations, particularly as a result of the depreciation of the Turkish Lira, Swedish Krona, Russian Ruble, and the Brazilian real, partially offset by the appreciation of the Euro and the South Korean Won, compared to the U.S. dollar.

40

Cost of Revenue

Three months ended June 30, 2021 compared to the three months ended June 30, 2020

	Three Months Ended						% change
	June 30, 2021			June 30, 2020			2021 vs 2020
	(in thousands, except percentages)
Traffic acquisition costs*	$	(331,078)		$	(257,698)		28%
Other cost of revenue	$	(37,364)		$	(33,914)		10%
Total Cost of Revenue	$	(368,442)		$	(291,612)		26%
% of revenue	(67)		%	(67)		%
Gross profit %	33		%	33		%

*Traffic acquisition costs breakdown by solution:

	Three Months Ended				% change
	June 30, 2021		June 30, 2020		2021 vs 2020
	(in thousands, except percentages)
Marketing Solutions	$	(294,132)	$	(218,990)	34%
Retail Media (1)	$	(36,946)	$	(38,708)	(5)%
Traffic Acquisition Costs	$	(331,078)	$	(257,698)	28%

(1) Criteo operates as one operating segment. From January 1,2021 we have disaggregated revenues between Marketing Solutions and Retail Media. A strategic building block of Criteo’s Commerce Media Platform, the Retail Media Platform, introduced in June 2020, is a self-service solution providing transparency, measurement and control to brands and retailers. In all arrangements running on this platform, Criteo recognizes revenue on a net basis, whereas revenue from arrangements running on legacy Retail Media solutions are accounted for on a gross basis. Over time, we expect most clients using Criteo’s legacy Retail Media solutions to transition to this platform. As new clients onboard and existing clients transition to the Retail Media Platform, Revenue may decline but Revenue ex-TAC margin will increase. Revenue ex-TAC will not be impacted by this transition.

Cost of revenue for the three months ended June 30, 2021 increased $76.8 million, or 26%, compared to the three months ended June 30, 2020. This increase was primarily the result of an increase of $73.4 million, or 28% (or 24% on a constant currency basis) in traffic acquisition costs, and an increase of $3.5 million, or 10% (or 9% on a constant currency basis) in other cost of revenue.

Traffic acquisition costs in Marketing Solutions increased by 34%. This was driven by a 25% increase (or 21% at constant currency) in the average cost per thousand impressions ("CPM") for inventory purchased, primarily caused by the year-over-year recovery in the digital advertising market compared with the trough of the pandemic-related recession and our preferred relationships with media owners, and a 7% increase in the number of impressions we purchased, reflecting our expanding relationships with existing and new publisher partners, in particular through direct connections, to support client demand for advertising campaigns.

Traffic acquisition costs in Retail Media decreased by (5)%, despite a 6% increase in the number of impressions we purchased. Because we recognize revenue on a net basis in all arrangements running on the Retail Media platform, we expect our Traffic acquisition costs for Retail Media to decrease over time as our clients are transitioned to the Criteo Retail Media Platform.

The increase in other cost of revenue included a $(2.6) million increase in allocated depreciation and amortization expense following the acquisitions of servers and other equipment used in our data centers and a $(2.8) million increase in other costs of sales mainly due to the digital tax, offset by a $1.9 million decrease in hosting costs.

We consider Revenue ex-TAC as a key measure of our business activity. Our strategy focuses on maximizing the growth of our Revenue ex-TAC on an absolute basis over maximizing our near-term gross margin.

41

We believe this focus builds sustainable long-term value for our business by fortifying a number of our competitive strengths, including access to advertising inventory, breadth and depth of data and continuous improvement of the Criteo Engine’s performance, allowing it to deliver more relevant advertisements at scale. As a part of this focus, we continue to invest in building relationships with direct publishers and pursuing access to leading advertising exchanges.

Our performance-based business model provides us with significant control over our level of Revenue ex-TAC margin, which we seek to optimize in order to maximize Revenue ex-TAC growth on an absolute basis in accordance with our strategic focus.

Six months ended June 30, 2021 compared to the six months ended June 30, 2020

	Six Months Ended						% change
	June 30, 2021			June 30, 2020			2021 vs 2020
	(in thousands, except percentages)
Traffic acquisition costs*	$	(658,745)		$	(555,062)		19%
Other cost of revenue	$	(72,076)		$	(67,720)		6%
Total Cost of Revenue	$	(730,821)		$	(622,782)		17%
% of revenue	(67)		%	(66)		%
Gross profit %	33		%	34		%

*Traffic acquisition costs breakdown by solution:

	Six Months Ended				% change
	June 30, 2021		June 30, 2020		2021 vs 2020
	(in thousands, except percentages)
Marketing Solutions	$	(585,005)	$	(492,047)	19%
Retail Media (1)	$	(73,740)	$	(63,015)	17%
Traffic Acquisition Costs	$	(658,745)	$	(555,062)	19%

(1) Criteo operates as one operating segment. From January 1,2021 we have disaggregated revenues between Marketing Solutions and Retail Media. A strategic building block of Criteo’s Commerce Media Platform, the Retail Media Platform, introduced in June 2020, is a self-service solution providing transparency, measurement and control to brands and retailers. In all arrangements running on this platform, Criteo recognizes revenue on a net basis, whereas revenue from arrangements running on legacy Retail Media solutions are accounted for on a gross basis. Over time, we expect most clients using Criteo’s legacy Retail Media solutions to transition to this platform. As new clients onboard and existing clients transition to the Retail Media Platform, Revenue may decline but Revenue ex-TAC margin will increase. Revenue ex-TAC will not be impacted by

Cost of revenue for the six months ended June 30, 2021 increased $108.0 million, or 17%, compared to the six months ended June 30, 2020. This increase was primarily the result of an increase of $103.7 million, or 19% (or 15% on a constant currency basis) in traffic acquisition costs and an increase of $4.4 million, or 6% (or 5% on a constant currency basis) in other cost of revenue.

Traffic acquisition costs in Marketing Solutions increased by 19%, driven by a 8% increase (or 5% at constant currency) in the average CPM for inventory purchased, primarily caused by the year-over-year recovery in the digital advertising market compared with the trough of the pandemic-related recession and our preferred relationships with media owners, as well as a 10% increase in the number of impressions we purchased, reflecting our expanding relationships with existing and new publisher partners, in particular through direct connections, to support client demand for advertising campaigns.

Traffic acquisition costs in Retail Media increased by 17%, driven by a 6% increase in the number of impressions we purchased.

42

The increase in other cost of revenue included a $(5.1) million increase in allocated depreciation and amortization expense following the acquisitions of servers and other equipments used in our data centers and a $(2.5) million increase in other costs, including the provision for digital taxes offset by a $3.2 million decrease in Hosting Costs.

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

Our performance-based business model provides us with significant control over our level of Revenue ex-TAC margin, which we seek to optimize in order to maximize Revenue ex-TAC growth on an absolute basis in accordance with our strategic focus.

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Revenue, Traffic Acquisition Costs and Revenue ex-TAC by Region

The following table sets forth our revenue, traffic acquisition costs and Revenue ex-TAC by geographic region, including the Americas (North and South America), Europe, Middle East and Africa, or EMEA, and Asia-Pacific.

	Three Months Ended						Six Months Ended
Region	June 30, 2021		June 30, 2020		Year over Year Change		June 30, 2021		June 30, 2020		Year over Year Change
Revenue	(amounts in thousands, except percentages)
Americas	$	221,227	$	185,674	19	%	$	425,127	$	377,419	13	%
EMEA	209,303		159,621		31	%	421,399		349,735		20	%
Asia-Pacific	120,781		92,319		31	%	245,862		213,836		15	%
Total	551,311		437,614		26	%	1,092,388		940,990		16	%
Traffic Acquisition Costs
Americas	(134,332)		(115,317)		16	%	(261,960)		(235,339)		11	%
EMEA	(124,747)		(90,153)		38	%	(251,395)		(198,550)		27	%
Asia-Pacific	(71,999)		(52,228)		38	%	(145,390)		(121,173)		20	%
Total	(331,078)		(257,698)		28	%	(658,745)		(555,062)		19	%
Revenue ex-TAC (1)
Americas	86,895		70,357		24	%	163,167		142,080		15	%
EMEA	84,556		69,468		22	%	170,004		151,185		12	%
Asia-Pacific	48,782		40,091		22	%	100,472		92,663		8	%
Total	$	220,233	$	179,916	22	%	$	433,643	$	385,928	12	%

(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 in this Form 10-Q because they are key measures used by our management and board of directors to evaluate operating performance and generate future operating plans. 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 core business. Accordingly, we believe that Revenue ex-TAC and Revenue, Traffic Acquisition Costs and Revenue ex-TAC by Region 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 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 by region to revenue by region. Please also refer to footnote 3 to the Other Financial and Operating Data table in "Item 2—Management's Discussion and Analysis" of this Form 10-Q for a reconciliation of revenue ex-TAC to revenue, the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.

44

Constant Currency Reconciliation

Information in this Form 10-Q with respect to results presented on a constant currency basis was calculated by applying the 2020 average exchange rates for the relevant period to 2021 figures. We have included information with respect to our results presented 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. Below is a table which reconciles the actual results presented in this section with the results presented on a constant currency basis:  

	Three Months Ended								Six Months Ended
	June 30, 2021			June 30, 2020			YoY Change		June 30, 2021			June 30, 2020			YoY Change
	(amounts in thousands, except percentages)
Revenue as reported	$	551,311		$	437,614		26	%	$	1,092,388		$	940,990		16	%
Conversion impact U.S. dollar/other currencies	(18,569)			—					(35,316)			—
Revenue at constant currency	$	532,742		$	437,614		22	%	$	1,057,072		$	940,990		12	%
Traffic acquisition costs as reported	$	(331,078)		$	(257,698)		28	%	$	(658,745)		$	(555,062)		19	%
Conversion impact U.S. dollar/other currencies	$	11,283		—					$	21,600		—
Traffic Acquisition Costs at constant currency	$	(319,795)		$	(257,698)		24	%	$	(637,145)		$	(555,062)		15	%
Revenue ex-TAC as reported	$	220,233		$	179,916		22	%	$	433,643		$	385,928		12	%
Conversion impact U.S. dollar/other currencies	$	(7,285)		—					$	(13,715)		—
Revenue ex-TAC at constant currency	$	212,948		$	179,916		18	%	$	419,928		$	385,928		9	%
Revenue ex-TAC/Revenue as reported	40		%	41		%			40		%	41		%
Other cost of revenue as reported	$	(37,364)		$	(33,914)		10	%	$	(72,076)		$	(67,720)		6	%
Conversion impact U.S. dollar/other currencies	559			—					881			—
Other cost of revenue at constant currency	$	(36,805)		$	(33,914)		9	%	$	(71,195)		$	(67,720)		5	%
Adjusted EBITDA as reported	$	67,269		$	38,911		73	%	$	143,198		$	98,101		46	%
Conversion impact U.S. dollar/other currencies	(4,433)			—					(9,024)			—
Adjusted EBITDA at constant currency	$	62,836		$	38,911		61	%	$	134,174		$	98,101		37	%

45

Research and Development Expenses

Three months ended June 30, 2021 compared to the three months ended June 30, 2020

	Three Months Ended						% change
	June 30, 2021			June 30, 2020			2021 vs 2020
	(in thousands, except percentages)
Research and development expenses	$	(41,915)		$	(31,247)		34%
% of revenue	(8)		%	(7)		%

Six months ended June 30, 2021 compared to the six months ended June 30, 2020

	Six Months Ended						% change
	June 30, 2021			June 30, 2020			2021 vs 2020
	(in thousands, except percentages)
Research and development expenses	$	(73,612)		$	(68,762)		7%
% of revenue	(7)		%	(7)		%

Research and development expenses for the three months ended and the six months ended June 30, 2021, respectively, increased $10.7 million and $4.9 million or 34% and 7%, compared to the three months ended and the six months ended June 30, 2020. This increase mainly relates to the negative impact of our increasing stock price on social charges related to people costs, a higher share-based compensation expense as well as increased rent and facilities costs.

46

Sales and Operations Expenses

Three months ended June 30, 2021 compared to the three months ended June 30, 2020

	Three Months Ended						% change
	June 30, 2021			June 30, 2020			2021 vs 2020
	(in thousands, except percentages)
Sales and operations expenses	$	(80,751)		$	(75,781)		7%
% of revenue	(15)		%	(17)		%

Sales and operations expenses for the three months ended June 30, 2021 increased $5.0 million or 7% compared to the three months ended June 30, 2020. This increase mainly related to a reversal of a provision due to a change in management estimates which lowered the comparable basis in 2020, a higher share-based compensation expense and the negative impact of our increasing stock price on social charges, offset by a decrease of net bad debt expense.

Six months ended June 30, 2021 compared to the six months ended June 30, 2020

	Six Months Ended						% change
	June 30, 2021			June 30, 2020			2021 vs 2020
	(in thousands, except percentages)
Sales and operations expenses	$	(160,105)		$	(160,755)		(0.4)%
% of revenue	(15)		%	(17)		%

Sales and operations expenses for the six months ended June 30, 2021, decreased $(0.7) million or (0.4)%, compared to the six months ended June 30, 2020. This decrease was mainly driven by lower net bad debt expense, lower depreciation and amortization costs and, lower rent and facilities costs due to the right-sizing of our real estate footprint, partially offset by a reversal of a provision due to a change in management estimates in 2020 which lowered the comparable basis.

47

General and Administrative Expenses

Three months ended June 30, 2021 compared to the three months ended June 30, 2020

	Three Months Ended						% change
	June 30, 2021			June 30, 2020			2021 vs 2020
	(in thousands, except percentages)
General and administrative expenses	$	(40,474)		$	(29,185)		39%
% of revenue	(7)		%	(7)		%

Six months ended June 30, 2021 compared to the six months ended June 30, 2020

	Six Months Ended						% change
	June 30, 2021			June 30, 2020			2021 vs 2020
	(in thousands, except percentages)
General and administrative expenses	$	(73,902)		$	(55,100)		34%
% of revenue	(7)		%	(6)		%

General and administrative expenses for the three months ended and the six months ended June 30, 2021, respectively, increased $11.3 million and $18.8 million or 39% and 34%, compared to the three months ended and the six months ended June 30, 2020. This increase was mainly related to an increase in third-party services as part of our on-going transformation program and, and an increase in headcount related costs including the negative impact of our increasing stock price on social charges.

48

Financial Expense

Three months ended June 30, 2021 compared to the three months ended June 30, 2020

	Three Months Ended						% change
	June 30, 2021			June 30, 2020			2021 vs 2020
	(in thousands, except percentages)
Financial expense	$	(519)		$	(1,003)		(48)%
% of revenue	(0.1)		%	(0.2)		%

Six months ended June 30, 2021 compared to the six months ended June 30, 2020

	Six Months Ended						% change
	June 30, 2021			June 30, 2020			2021 vs 2020
	(in thousands, except percentages)
Financial expense	$	(1,237)		$	(1,337)		(7)%
% of revenue	(0.1)		%	(0.1)		%

Financial expense for the three months ended and the six months ended June 30, 2021, decreased by $(0.5) million and $(0.1) million or (48)% and (7)%, respectively, compared to the three months ended and the six months ended period June 30, 2020. The $0.5 million and $1.2 million financial expense for the three months ended and six months ended June 30, 2021, respectively, was driven by the up-front fees amortization, the non-utilization costs and the financial expense relating to our available Revolving Credit Facility (RCF) financing and the negative impact of foreign exchange reevaluations net of related hedging. At June 30, 2021, our exposure to foreign currency risk was centralized at Criteo S.A. and hedged using foreign currency swaps or forward purchases or sales of foreign currencies.

49

Provision for Income Taxes

Three months ended June 30, 2021 compared to the three months ended June 30, 2020

	Three Months Ended						% change
	June 30, 2021			June 30, 2020			2021 vs 2020
	(in thousands, except percentages)
Provision for income taxes	$	(4,181)		$	(2,636)		59%
% of revenue	(1)		%	(1)		%
Effective tax rate	22		%	30		%

Six months ended June 30, 2021 compared to the six months ended June 30, 2020

	Six Months Ended						% change
	June 30, 2021			June 30, 2020			2021 vs 2020
	(in thousands, except percentages)
Provision for income taxes	$	(14,232)		$	(9,676)		47%
% of revenue	(1)		%	(1)		%
Effective tax rate	27		%	30		%

For the six months ended June 30, 2021 and June 30, 2020, we used an annual estimated tax rate of 27% and 30%, respectively, to calculate the provision for income taxes. The effective tax rate was 27% and 30% for the six months ended June 30, 2021 and 2020, respectively.

50

Net Income

Three months ended June 30, 2021 compared to the three months ended June 30, 2020

	Three Months Ended					% change
	June 30, 2021			June 30, 2020		2021 vs 2020
	(in thousands, except percentages)
Net income	$	15,029		6,150		144%
% of revenue	3		%	1	%

Net income for the three months ended June 30, 2021, increased $8.9 million, or 144%, compared to the three months ended June 30, 2020. This increase was the result of the factors discussed above, in particular, a $9.9 million increase in income from operations partially offset by a $0.5 million decrease in financial expense and a $(1.5) million increase in provision for income taxes compared to the three months ended June 30, 2020.

Six months ended June 30, 2021 compared to the six months ended June 30, 2020

	Six Months Ended					% change
	June 30, 2021			June 30, 2020		2021 vs 2020
	(in thousands, except percentages)
Net income	$	38,479		22,578		70%
% of revenue	4		%	2	%

Net income for the six months ended June 30, 2021, increased $15.9 million, or 70%, compared to the six months ended June 30, 2020. This increase was the result of the factors discussed above, in particular, a $20.4 million increase in income from operations partially offset by a $0.1 million decrease in financial expense and a $(4.6) million increase in provision for income taxes compared to the six months ended June 30, 2020.

51

Liquidity and Capital Resources

Our principal sources of liquidity are our cash and cash equivalents and cash generated from operating activities. We have never declared or paid any cash dividends on our ordinary shares. We do not anticipate paying cash dividends on our equity securities in the foreseeable future. In 2018, we completed an $80 million share repurchase program. In July 2019, the Board of Directors authorized a new share repurchase program of up to $80 million of the Company’s outstanding American Depositary Shares, which we completed in February 2020. In April 2020, the Board of Directors authorized a new share repurchase program of up to $30 million of the Company's outstanding American Depositary Shares, which we completed in July 2020. In February 2021, the Board of Directors approved a new, long-term share repurchase program of up to $100 million of the Company's outstanding American Depositary Shares, for which the duration is estimated to be until November, 2021. Other than these repurchase programs, we intend to retain all available funds from any future earnings to fund our growth. As discussed in Note 14 to the unaudited condensed consolidated financial statements in Item 1 to this Form 10-Q, we are party to several loan agreements and revolving credit facilities with third-party financial institutions.

Our cash and cash equivalents are invested primarily in demand deposit accounts that currently provide only a minimal return. Our cash and cash equivalents at June 30, 2021 were held for working capital and general corporate purposes, which could include acquisitions, and amounted to $489.5 million as of June 30, 2021. The $1.5 million increase in cash and cash equivalents compared with December 31, 2020 primarily resulted from $103.7 million in cash from operating activities, partially offset by $(56.8) million in cash used for investing activities and $(27.4) million in cash used for financing activities over the period. The cash used for financing activities was mainly related to $(34.9) million in cash used for the share repurchase programs, offset by a $9.6 million in proceeds from a capital increase following the exercises of stock options. In addition, the increase in cash includes an $(18.0) million negative impact of changes in foreign exchange rates on our cash position over the period. We do not enter into investments for trading or speculative purposes. Our policy is to invest any cash in excess of our immediate requirements in investments designed to preserve the principal balance and provide liquidity. Accordingly, our cash and cash equivalents are invested primarily in demand deposit accounts that are currently providing only a minimal return.

Furthermore, the Company has immediate access to an additional €350 million from the Revolving Credit Facility, which, combined with our cash position, marketable securities and treasury shares as of June 30, 2021, provides total liquidity in excess of $1.0 billion. Overall, we believe that our current financial liquidity, combined with our expected cash-flow generation in 2021, enables financial flexibility.

Operating and Capital Expenditure Requirements

For the six months ended June 30, 2021 and 2020, our capital expenditures were $26.9 million and $30.3 million, respectively. During the six months ended June 30, 2021, these capital expenditures were primarily related to the acquisition of data center and server equipment, and IT systems. We expect our capital expenditures to remain at, or slightly above, 3% of revenue for 2021, as we plan to continue to build and maintain additional data center equipment capacity in all regions and significantly increase our redundancy capacity to strengthen our infrastructure.

We believe our existing cash balances will be sufficient to meet our anticipated cash requirements through at least the next 12 months.  

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

If our cash and cash equivalents balances and cash flows from operating activities are insufficient to satisfy our liquidity requirements, we may need to raise additional funds through equity, equity-linked or debt financings to support our operations, and such financings may not be available to us on acceptable terms, or at all. We may also need to raise additional funds in the event we determine in the future to effect one or more acquisitions of businesses, technologies, assets or products.

52

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

Off-Balance Sheet Arrangements

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

53

Historical Cash Flows

The following table sets forth our cash flows for the six month period ended June 30, 2021 and June 30, 2020:

	Six Months Ended
	June 30, 2021		June 30, 2020
	(in thousands)
Cash from operating activities	$	103,722	$	90,120
Cash used for investing activities	$	(56,814)	$	(50,618)
Cash (used for) from financing activities	$	(27,374)	$	120,097

Operating Activities

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

For the six months ended June 30, 2021, net cash provided by operating activities was $103.7 million and consisted of net income of $38.5 million, $65.9 million in adjustments for certain non-cash and non-operating items and changes in working capital of $(0.7) million. Adjustments for certain non-operating items primarily consisted of depreciation and amortization expense of $42.4 million, equity awards compensation expense of $18.9 million, $4.0 million on disposal of non-current assets and $2.3 million changes in deferred tax assets, partially offset by a $(1.7)million change in income taxes. The $(0.7) million decrease in cash used for changes in working capital primarily consisted of a $26.2 million decrease in trade receivables, partially offset by a $(5.2) million increase in other current assets including prepaid expenses and value-added tax ("VAT") receivables, a $(0.7) million change in lease liabilities and right of use assets, a $(19.9) million decrease in trade payables, and a $(1.1) million decrease in other current liabilities such as payroll and payroll related expenses and VAT payables and change in fair value of derivatives.

Investing Activities

Our investing activities to date have consisted primarily of purchases of servers and other data-center equipment. For the six months ended June 30, 2021, net cash used for investing activities was $56.8 million and primarily consisted of $26.9 million in capital expenditures, mainly comprised of purchases of servers and other data-center equipment and capitalized costs, a $20.3 million change in other non-current financial assets resulting from the investments in Marketable Securities and a $9.6 million payment net of cash acquired for the Mabaya acquisition.

Financing Activities

For the six months ended June 30, 2021, net cash used for financing activities was $27.4 million, resulting mainly from a $34.9 million payment for our share repurchase program, a $0.7 million change in other financial liabilities and a $1.3 million repayment of borrowings partially offset by $9.6 million of proceeds from capital increase following the exercises of stock options.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Market Risk

We are mainly exposed to foreign currency exchange rate fluctuations. There have been no material changes to our exposure to market risk during the six months ended June 30, 2021.

For a description of our foreign exchange risk, please see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - B. Liquidity and Capital Resources" in our Annual Report on Form 10-K for the year ended December 31, 2020.

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

	Six Months Ended
	June 30, 2021				June 30, 2020
	(in thousands)
GBP/USD	+10%		-10%		+10%		-10%
Net income impact	$	(193)	$	193	$	(108)	$	108

	Six Months Ended
	June 30, 2021				June 30, 2020
	(in thousands)
BRL/USD	+10%		-10%		+10%		-10%
Net income impact	$	97	$	(97)	$	(31)	$	31

	Six Months Ended
	June 30, 2021				June 30, 2020
	(in thousands)
JPY/USD	+10%		-10%		+10%		-10%
Net income impact	$	246	$	(246)	$	287	$	(287)

	Six Months Ended
	June 30, 2021				June 30, 2020
	(in thousands)
EUR/USD	+10%		-10%		+10%		-10%
Net income impact	$	4,811	$	(4,811)	$	4,885	$	(4,885)

Credit Risk and Trade receivables

For a description of our credit risk and trade receivables, please see "Note 3. Financial instruments" and "Note 4. Trade Receivables" in the Notes to the Consolidated Financial Statements.

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Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Based on their evaluation as of June 30, 2021, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were effective to provide reasonable assurance that (i) the information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and (ii) such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

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

We have not experienced any material impact to our internal controls over financial reporting despite the fact that most of our employees are working remotely due to the COVID-19 pandemic. We are continually monitoring and assessing the COVID-19 situation on our internal controls to minimize the impact on their design and operating effectiveness.

Limitation on Effectiveness of Controls and Procedures

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

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PART II

Item 1.    Legal Proceedings.

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

Item 1A. Risk Factors.

You should carefully consider the risks described under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020 and in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2021. These risks and uncertainties are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, also may become important factors that affect us. If any such risks materialize, our business, financial condition and results of operations could be materially harmed and the trading price of our American Depositary Shares could decline. These risks are not exclusive and additional risks and uncertainties that we are unaware of, or that we currently believe are not material, also may become important factors that affect us. There have been no material changes to the Risk Factors described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2021.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Purchases of Equity Securities by the issuer and Affiliated Purchasers

The following table provides certain information with respect to our purchases of our ADSs during the second fiscal quarter of 2021:

Period	Total Number of Shares Purchased(1)	Average Price Paid per Share(2)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1)	Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs(1)
April 1 to 30, 2021	310,494	$	36.99	310,494	$	83,582,141.50
May 1 to 31, 2021	295,552	$	37.26	295,552	$	72,566,730.44
June 1 to 30, 2021	187,486	$	39.97	187,486	$	65,070,860.08
Total	793,532	$	38.07	793,532	—

(1) On February 5, 2021, Criteo's Board of Directors authorized a share repurchase program of up to $100.0 million of the Company's outstanding American Depositary Shares. The Company intends to use repurchased shares to satisfy employee equity plan vesting in lieu of issuing new shares, and potentially in connection with M&A transactions. The repurchase program commenced in March 2021 and will in the duration is estimated to be until November 2021.

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

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Item 6. Exhibits.

Exhibit Index

		Incorporated by Reference
Exhibit	Description	Schedule/ Form	File Number	Exhibit	File Date
31.1#	Certificate of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended
31.2#	Certificate of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended
32.1*	Certificate of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended
101.INS	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File, formatted in Inline XBRL and contained in Exhibit 101.

#    Filed herewith.

*    Furnished herewith.

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SIGNATURES

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

		CRITEO S.A.
		(Registrant)
	By:	/s/ Sarah Glickman
Date: August 4, 2021	Name:	Sarah Glickman
	Title:	Chief Financial Officer
		(Principal financial officer and duly authorized signatory)

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