SEC Form 10-Q filed by Criteo S.A.

10/30/24 9:05:24 AM ET

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crto-20240930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

for the quarterly period ended September 30, 2024


☐			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 75 85 09 39

(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 October 25, 2024, the registrant had 55,182,166 ordinary shares, nominal value €0.025 per share, outstanding.

TABLE OF CONTENTS


PART I	FINANCIAL INFORMATION	2
Item 1	Unaudited Financial Statements as of September 30, 2024	2
	Condensed Consolidated Statements of Financial Position (Unaudited)	3
	Condensed Consolidated Statements of Income (Unaudited)	4
	Condensed Consolidated Statements of Comprehensive Income (Unaudited)	5
	Condensed Consolidated Statements of Shareholder's Equity (Unaudited)	6
	Condensed Consolidated Statements of Cash Flows (Unaudited)	8
	Notes to Condensed Consolidated Financial Statements (Unaudited)	9
Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3	Quantitative and Qualitative Disclosures About Market Risk	43
Item 4	Controls and Procedures	44
PART II	OTHER INFORMATION	45
Item 1	Legal Proceedings	45
Item 1A	Risk Factors	45
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	58
Item 5	Other Information	58
Item 6	Exhibits	46
Signatures		48

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 generally accepted accounting principles in the United States of America, or "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,” "objective," “plan,” “potential,” “predict,” "project," "seek," “should,” "will," "would," or the negative of these and similar expressions identify forward-looking statements.

You should refer to Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2023, and to our subsequent quarterly reports on 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 statements.

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	September 30, 2024		December 31, 2023
		(in thousands)
Assets
Current assets:
Cash and cash equivalents	3	$	208,740	$	336,341
Trade receivables, net of allowances of $35.1 million and $43.3 million at September 30, 2024 and December 31, 2023, respectively.	4	646,283		775,589
Income taxes	12	9,785		2,065
Other taxes		132,370		109,306
Other current assets	5	44,879		48,291
Restricted cash	3	75,250		75,000
Marketable securities - current portion	3	23,010		5,970
Total current assets		1,140,317		1,352,562
Property, plant and equipment, net		116,866		126,494
Intangible assets, net		170,359		180,888
Goodwill		526,569		524,197
Right of use assets - operating lease	7	110,350		112,487

Marketable securities - non-current portion	3	5,598		16,575
Non-current financial assets		4,957		5,294
Other non-current assets	5	62,216		60,742
Deferred tax assets		71,128		52,680
Total non-current assets		1,068,043		1,079,357
Total assets		$	2,208,360	$	2,431,919

Liabilities and shareholders' equity
Current liabilities:
Trade payables		$	629,997	$	838,522
Contingencies - current portion	14	1,604		1,467
Income taxes	12	15,490		17,213
Financial liabilities - current portion	3	4,753		3,389
Lease liability - operating - current portion	7	26,159		35,398
Other taxes		83,401		66,659
Employee - related payables		104,095		113,287
Other current liabilities	6	109,118		104,552
Total current liabilities		974,617		1,180,487
Deferred tax liabilities		3,182		1,083
Defined benefit plans	8	4,938		4,123
Financial liabilities - non-current portion	3	320		77
Lease liability - operating - non-current portion	7	87,321		83,051
Contingencies - non-current portion	14	31,939		32,625
Other non-current liabilities	6	20,536		19,082
Total non-current liabilities		148,236		140,041
Total liabilities		$	1,122,853	$	1,320,528
Commitments and contingencies
Shareholders' equity:
Common shares, €0.025 par value, 59,180,216 and 61,165,663 shares authorized, issued and outstanding at September 30, 2024 and December 31, 2023, respectively.		$	1,970	$	2,023
Treasury stock, 4,399,179 and 5,400,572 shares at cost as of September 30, 2024 and December 31, 2023, respectively.		(152,997)		(161,788)
Additional paid-in capital		728,707		769,240
Accumulated other comprehensive loss		(83,345)		(85,326)
Retained earnings		557,072		555,456
Equity-attributable to shareholders of Criteo S.A.		1,051,407		1,079,605
Non-controlling interests		34,100		31,786
Total equity		1,085,507		1,111,391
Total equity and liabilities		$	2,208,360	$	2,431,919

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

CRITEO S.A.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


			Three Months Ended				Nine Months Ended
	Notes		September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
		(in thousands, except per share data)

Revenue	9		$	458,892	$	469,193	$	1,380,254	$	1,383,143

Cost of revenue:
Traffic acquisition costs			(192,789)		(223,798)		(593,170)		(676,913)
Other cost of revenue			(34,171)		(40,268)		(105,084)		(119,812)

Gross profit			231,932		205,127		682,000		586,418

Operating expenses:
Research and development expenses			(85,285)		(62,522)		(211,782)		(193,887)
Sales and operations expenses			(90,823)		(94,572)		(278,734)		(308,325)
General and administrative expenses			(46,222)		(36,599)		(134,590)		(95,306)
Total operating expenses			(222,330)		(193,693)		(625,106)		(597,518)
Income (loss) from operations			9,602		11,434		56,894		(11,100)
Financial and Other income (loss)	11		(8)		(2,967)		889		2,008
Income (loss) before taxes			9,594		8,467		57,783		(9,092)
Provision for income tax (expense) benefit	12		(3,450)		(1,832)		(15,014)		1,685
Net Income (loss)			$	6,144	$	6,635	$	42,769	$	(7,407)

Net income (loss) available to shareholders of Criteo S.A.			$	6,245	$	6,927	$	40,476	$	(7,758)
Net income (loss) available to non-controlling interests			$	(101)	$	(292)	$	2,293	$	351

Weighted average shares outstanding used in computing per share amounts:
Basic	13		54,695,112		56,297,666		54,840,650		56,173,218
Diluted	13		58,430,133		60,172,953		58,909,952		56,173,218

Net income (loss) allocated to shareholders per share:
Basic	13		$	0.11	$	0.12	$	0.74	$	(0.14)
Diluted	13		$	0.11	$	0.12	$	0.69	$	(0.14)

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

CRITEO S.A.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE OPERATIONS (UNAUDITED)


	Three Months Ended				Nine Months Ended
	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
	(in thousands)

Net income (loss)	$	6,144	$	6,635	$	42,769	$	(7,407)
Foreign currency translation adjustments, net of taxes	24,531		(10,458)		1,953		(12,593)
Actuarial gains (losses) on employee benefits, net of taxes	(284)		426		(107)		283
Other comprehensive income (loss)	$	24,247	$	(10,032)	$	1,846	$	(12,310)
Total comprehensive income (loss)	$	30,391	$	(3,397)	$	44,615	$	(19,717)
Attributable to shareholders of Criteo S.A.	$	26,750	$	(2,198)	$	42,458	$	(16,295)
Attributable to non-controlling interests	$	3,641	$	(1,199)	$	2,157	$	(3,422)

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

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, 2022	63,248,728	$2,079	(5,985,104)	$(174,293)	$734,492	$(91,890)	$577,653	$1,048,041	$33,065	$1,081,106
Net income (loss)	—	—	—	—	—	—	(11,809)	(11,809)	(262)	(12,071)
Other comprehensive income (loss)	—	—	—	—	—	6,475	—	6,475	(296)	6,179
Issuance of ordinary shares	67,968	2	—	—	1,295	—	—	1,297	—	1,297
Change in treasury stocks(*)	—	—	(1,338,049)	(37,107)	—	—	(13,922)	(51,029)	—	(51,029)
Share-Based Compensation	—	—	—	—	24,610	—	—	24,610	97	24,707
Other changes in equity	—	—	—	—	—	—	—	—	—	—
Balance at March 31, 2023	63,316,696	$2,081	(7,323,153)	$(211,400)	$760,397	$(85,415)	$551,922	$1,017,585	$32,604	$1,050,189
Net income (loss)	—	—	—	—	—	—	(2,876)	(2,876)	905	(1,971)
Other comprehensive loss	—	—	—	—	—	(5,887)	—	(5,887)	(2,570)	(8,457)
Issuance of ordinary shares	20,757	—	—	—	399	—	—	399	—	399
Change in treasury stocks(*)	—	—	(89,425)	(2,646)	—	—	(21,189)	(23,835)	—	(23,835)
Share-Based Compensation	—	—	—	—	26,878	—	—	26,878	(165)	26,713
Other changes in equity	—	—	—	—	—	(26)	—	(26)	—	(26)
Balance at June 30, 2023	63,337,453	$2,081	(7,412,578)	$(214,046)	$787,674	$(91,328)	$527,857	$1,012,238	$30,774	$1,043,012
Net income (loss)	—	—	—	—	—	—	6,927	6,927	(292)	6,635
Other comprehensive loss	—	—	—	—	—	(9,125)	—	(9,125)	(907)	(10,032)
Issuance of ordinary shares	—	1	—	—	251	—	—	252	—	252
Change in treasury stocks(*)	13,210	—	318,004	1,952	—	—	(30,440)	(28,488)	—	(28,488)
Share-Based Compensation	—	—	—	—	23,461	—	—	23,461	44	23,505
Other changes in equity	—	—	—	—	(5)	(29)	—	(34)	—	(34)
Balance at September 30, 2023	63,350,663	$2,082	(7,094,574)	$(212,094)	$811,381	$(100,482)	$504,344	$1,005,231	$29,619	$1,034,850

(*) On December 7, 2022, Criteo's board of directors authorized an extension of the share repurchase program to up to $480.0 million of the Company's outstanding American Depositary Shares. The change in treasury stocks is comprised of 3,404,891 shares repurchased at a weighted average price of $30.4 offset by 1,288,939 treasury shares used for RSUs vesting and by 1,006,482 treasury shares used for LUSs vesting.


	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, 2023	61,165,663	$2,023	(5,400,572)	$(161,788)	$769,240	$(85,326)	$555,456	$1,079,605	$31,786	$1,111,391
Net income	—	—	—	—	—	—	7,244	7,244	1,322	8,566
Other comprehensive loss	—	—	—	—	—	(11,437)	—	(11,437)	(2,046)	(13,483)
Issuance of ordinary shares	15,338	1	—	—	394	—	—	395	—	395
Change in treasury stocks(*)	—	—	(1,216,547)	(42,575)	—	—	(19,568)	(62,143)	—	(62,143)
Share-Based Compensation	—	—	—	—	27,858	—	—	27,858	55	27,913
Other changes in equity	—	—	—	—	—	—	(40)	(40)	—	(40)
Balance at March 31, 2024	61,181,001	$2,024	(6,617,119)	$(204,363)	$797,492	$(96,763)	$543,092	$1,041,482	$31,117	$1,072,599
Net income	—	—	—	—	—	—	26,987	26,987	1,072	28,059
Other comprehensive loss	—	—	—	—	—	(7,085)	—	(7,085)	(1,833)	(8,918)
Issuance of ordinary shares	32,485	—	—	—	812	—	—	812	—	812
Change in treasury stocks(*)	(2,150,000)	(57)	2,155,602	50,109	(57,871)	—	(32,533)	(40,352)	—	(40,352)
Share-Based Compensation	—	—	—	—	21,248	—	—	21,248	47	21,295
Other changes in equity	—	—	—	—	—	—	(305)	(305)	—	(305)
Balance at June 30, 2024	59,063,486	$1,967	(4,461,517)	$(154,254)	$761,681	$(103,848)	$537,241	$1,042,787	$30,403	$1,073,190
Net income (loss)	—	—	—	—	—	—	6,245	6,245	(101)	6,144
Other comprehensive income	—	—	—	—	—	20,503	—	20,503	3,744	24,247
Issuance of ordinary shares	116,730	3	—	—	3,223	—	—	3,226	—	3,226
Change in treasury stocks(*)	—	—	62,338	1,257	(70,774)	—	14,521	(54,996)	—	(54,996)
Share-Based Compensation	—	—	—	—	34,577	—	—	34,577	57	34,634
Other changes in equity	—	—	—	—	—	—	(935)	(935)	(3)	(938)
Balance at September 30, 2024	59,180,216	$1,970	(4,399,179)	$(152,997)	$728,707	$(83,345)	$557,072	$1,051,407	$34,100	$1,085,507

(*) On February 1, 2024, Criteo's board of directors authorized an extension of the share repurchase program to up to $630.0 million of the Company's outstanding American Depositary Shares. The change in treasury stocks is comprised of 4,297,334 shares repurchased at a weighted average price of $36.6 offset by 1,796,847 treasury shares used for RSUs vesting, by 1,351,880 treasury shares used for LUSs vesting and by 2,150,000 treasury shares cancelled.

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

CRITEO S.A.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


		Nine Months Ended
		September 30, 2024		September 30, 2023
	(in thousands)
Net income (loss)		$	42,769	$	(7,407)
Non-cash and non-operating items		136,013		42,706
- Amortization and provisions		67,134		56,288
- Payment for contingent liability on regulatory matters		—		(43,334)

- Equity awards compensation expense		82,193		76,353
- Net (gain) or loss on disposal of non-current assets		924		(8,903)
- Change in uncertain tax position		1,764		(314)
- Net change in fair value of earn-out		3,202		1,499
- Change in deferred taxes		(16,370)		(24,742)
- Change in income taxes		(9,321)		(18,007)

- Other		6,487		3,866
Changes in working capital related to operating activities		(90,075)		27,607
- (Increase) / Decrease in trade receivables		138,595		78,890
- Increase / (Decrease) in trade payables		(210,863)		(71,190)
- (Increase) / Decrease in other current assets		(16,430)		1,968
- Increase/ (Decrease) in other current liabilities		1,452		17,926
- Change in operating lease liabilities and right of use assets		(2,829)		13

Cash from operating activities		88,707		62,906
Acquisition of intangible assets, property, plant and equipment		(56,364)		(77,838)
Change in accounts payable related to intangible assets, property, plant and equipment		3,122		(16,749)
Payment for business, net of cash acquired		(527)		(6,957)
Proceeds from disposition of investments		—		9,625

Change in other non-current financial assets		(5,197)		(12,280)
Cash used for investing activities		(58,966)		(104,199)


Proceeds from exercise of stock options		4,433		1,948
Repurchase of treasury stocks		(157,492)		(103,354)

Cash payment for contingent consideration		—		(22,025)
Change in other financing activities		(1,296)		(1,427)
Cash used for financing activities		(154,355)		(124,858)
Effect of exchange rates changes on cash and cash equivalents		(2,737)		(12,192)
Net decrease in cash and cash equivalents and restricted cash		(127,351)		(178,343)
Net cash and cash equivalents and restricted cash at beginning of period		411,341		448,200
Net cash and cash equivalents and restricted cash at end of period		$	283,990	$	269,857

Supplemental disclosures of cash flow information
Cash paid for taxes, net of refunds		(36,099)		(41,377)
Cash paid for interest		(1,032)		(1,055)

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

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 in 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).

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

•that offer marketers (brands, retailers, and agencies) the ability to easily reach consumers anywhere throughout their shopping journey and measure their advertising campaigns

•that offer media owners (publishers and retailers) the ability to monetize their advertising and promotions inventory for commerce anywhere where consumers spend their time

•that are underpinned by our advanced AI engine, analyzing large sets of commerce data in real-time to drive hyper personalization and budget efficiency.

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".

Note 1. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements (the "Unaudited Condensed Consolidated Financial Statements") have been prepared by Criteo in accordance with generally accepted accounting principles in the United States of America ("GAAP") and pursuant to the applicable rules and regulations of the Securities and Exchange Commission ("SEC"), including regarding interim financial reporting. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, 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, 2023, filed with the SEC on February 23, 2024.

The unaudited condensed consolidated financial statements included herein reflect all normal recurring adjustments that 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 ending December 31, 2024.

Use of Estimates

The preparation of our Consolidated Financial Statements requires the use of estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of revenue and expenses during the period. We base our estimates and assumptions on historical experience and other factors that we believe to be reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates. Estimates in our financial statements include, but are not limited to, (1) gross versus net assessment in revenue recognition (2) income taxes, (3) assumptions used in the valuation of long-lived assets including intangible assets, and goodwill, (4) assumptions surrounding the recognition and valuation of contingent liabilities and losses.

Significant Accounting Policies

Reportable Segments

Beginning with the first quarter of 2024, the Company has changed its segment reporting structure to two reportable segments: Retail Media and Performance Media, which combines our former Marketing Solutions and Iponweb segments, to align with a change in how the Chief Operating Decision Maker (CODM), our Chief Executive Officer (CEO), allocates resources and assesses performance.

As such, prior period segment results and related disclosures have been conformed to reflect the Company’s current reportable segments. This change in accounting policy did not impact our results of operations, financial position, or cash flows. Refer to Note 2 for further discussion.

Goodwill Interim Impairment Evaluation

The Company's goodwill balance was $526.6 million and $524.2 million at September 30, 2024 and December 31, 2023, respectively. We assess goodwill for impairment at least annually during the fourth quarter and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. As noted above, during the first quarter 2024, the Company made a change to its operating and reportable segments from three to two segments: Retail Media and Performance Media. As a result of this change, we reassessed our reporting units for the evaluation of goodwill. Prior to this change, consistent with the determination that we had three operating/reportable segment, we determined that we had three reporting units for goodwill assessment purposes. Our reassessment during the first quarter of 2024 determined that, consistent with the determination that we had two operating/ reportable segments, we also have two reporting units for goodwill assessment purposes: Retail Media and Performance Media.

As a result of this change in reporting units, effective January 1, 2024, we estimated the fair value of our new reporting units and, based on an assessment of the relative fair values of our new reporting units after the change, we determined that the goodwill held by the Iponweb reportable unit was now allocated to the Performance Media reporting unit. This determination was largely based on the fact that the operations of the previous Iponweb operating segment/ reporting unit are significantly integrated with the Performance Media operating segment / reportable unit. The change in reporting units was also considered a triggering event indicating a test for goodwill impairment was required as of January 1, 2024 before and after the change in reporting units. The Company performed those impairment tests, which did not result in the identification of an impairment loss as of January 1, 2024.

Goodwill allocated to the two reportable segments and the changes in the carrying amount for the quarter-ended September 30, 2024 were as follows:


	Retail Media		Performance Media		Total

Balance at January 1, 2024	$	149,680	$	374,517	$	524,197
Acquisitions	—		—		—
Disposals	—		—		—
Currency translation adjustment	429		1,943		2,372
Impairments	—		—		—
Balance at September 30, 2024	$	150,109	$	376,460	$	526,569

There have been no other significant changes to our accounting policies described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Recently Issued Accounting Pronouncements

There have been no recently issued accounting standards adopted during the period which had a material impact on the Company's financial statements.

There are no recently issued accounting standards that are expected to have a material impact on our results of operations, financial condition, or cash flows.

Note 2. Segment information

The Company reports segment information based on the management approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of the Company's reportable segments. Beginning with the first quarter of 2024, the Company changed its segment reporting structure and reports its results of operations through the following two segments: Retail Media and Performance Media.

–Retail Media: This segment encompasses revenue generated from brands, agencies and retailers for the purchase and sale of retail media digital advertising inventory and audiences, and services.

–Performance Media: This segment encompasses commerce activation, monetization, and services.

The Company's CODM allocates resources to and assesses the performance of each segment using information about Contribution excluding Traffic Acquisition Costs (Contribution ex-TAC), which is our segment profitability measure and reflects our gross profit plus other costs of revenue. The Company's CODM does not review any other financial information for our two segments, on a regular basis.

The following table shows revenue by reportable segment:


	Three Months Ended				Nine Months Ended
	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
	(in thousands)
Retail Media	$	60,765	$	49,813	$	166,414	$	132,424
Performance Media	398,127		419,380		1,213,840		1,250,719
Total Revenue	$	458,892	$	469,193	$	1,380,254	$	1,383,143

The following table shows Contribution ex-TAC by reportable segment and its reconciliation to the Company’s Consolidated Statements of Operation:


	Three Months Ended				Nine Months Ended
	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
	(in thousands)
Contribution ex-TAC
Retail Media	$	59,583	$	48,436	$	163,618	$	129,306
Performance Media	206,520		196,959		623,466		576,924
	$	266,103	$	245,395	$	787,084	$	706,230

Other costs of sales	(34,171)		(40,268)		(105,084)		(119,812)
Gross profit	$	231,932	$	205,127	$	682,000	$	586,418
Operating expenses
Research and development expenses	(85,285)		(62,522)		(211,782)		(193,887)
Sales and operations expenses	(90,823)		(94,572)		(278,734)		(308,325)
General and administrative expenses	(46,222)		(36,599)		(134,590)		(95,306)
Total Operating expenses	$	(222,330)	$	(193,693)	$	(625,106)	$	(597,518)

Income (loss) from operations	$	9,602	$	11,434	$	56,894	$	(11,100)
Financial and Other Income (Expense)	(8)		(2,967)		889		2,008
Income (loss) before tax	$	9,594	$	8,467	$	57,783	$	(9,092)

Note 3. Financial Instruments

Fair Value Measurements

We classify our cash, cash equivalents and marketable debt securities within Level 1 or Level 2 because we use quoted market prices or pricing models with observable inputs to determine their fair value. Our term deposits are comprised primarily of interest-bearing term deposits and mutual funds. Interest-bearing and term bank deposits are considered Level 2 financial instruments as they are measured using valuation techniques based on observable market data. Term deposits are considered a level 2 financial instrument as they are measured using valuation techniques based on observable market data.


	September 30, 2024				December 31, 2023
	Cash and Cash Equivalent		Marketable Securities		Cash and Cash Equivalent		Marketable Securities
	(in thousands)
Level 1
Cash and cash equivalents	$	180,321	$	—	$	285,518	$	—
Level 2
Term deposits and notes	28,419		28,608		50,823		22,545
Total	$	208,740	$	28,608	$	336,341	$	22,545

The fair value of term deposits approximates their carrying amount given the nature of the investments, its maturities and expected future cash flows.

Marketable Securities

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


	September 30, 2024		December 31, 2023

	(in thousands)


Securities Held-to-maturity
Term Deposits	28,608		22,545
Total	$	28,608	$	22,545

The gross unrealized gains on our marketable securities were not material as of September 30, 2024.

The following table classifies our marketable debt securities by contractual maturities:


	Held-to-maturity
	September 30, 2024

	(in thousands)
Due in one year	$	23,010
Due in one to five years	5,598
Total	$	28,608

Restricted Cash

As of September 30, 2024, the Company has restricted cash of $75 million in an escrow account containing withdrawal conditions. The cash secures the Company's payment of Iponweb Acquisition contingent consideration to the Sellers, which is conditioned upon the achievement of certain revenue targets by the Iponweb business for the 2023 fiscal year, as discussed further in Note 6..

Note 4. Trade Receivables

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


	September 30, 2024		December 31, 2023

	(in thousands)
Trade accounts receivables	$	681,350	$	818,937
(Less) Allowance for credit losses	(35,067)		(43,348)
Net book value at end of period	$	646,283	$	775,589

As of September 30, 2024 no customer individually exceeded 10% of our gross accounts receivables.

Note 5. Other Current and Non-Current Assets

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


	September 30, 2024		December 31, 2023

	(in thousands)
Prepayments to suppliers	$	5,828	$	7,499
Other debtors	9,439		7,279
Prepaid expenses	29,612		32,858
Other current assets	—		655

Net book value at end of period	$	44,879	$	48,291

Prepaid expenses mainly consist of amounts related to SaaS arrangements largely for internal ERP systems

Other non-current assets of $62.2 million are primarily comprised of the indemnification asset of $49.1 million recorded against certain tax liabilities related to the purchase agreement for the Iponweb Acquisition.

Note 6. Other Current and Non-Current Liabilities

Other current liabilities are presented in the following table:


	September 30, 2024		December 31, 2023

	(in thousands)
Earn out liability - current	$	54,640	$	49,647
Rebates	28,408		23,315
Deferred revenue and other customer prepayments	15,981		25,925
Accounts payable relating to capital expenditures	5,799		3,346
Other creditors	4,290		2,319
Total current liabilities	$	109,118	$	104,552

The earn out liability is related to the Iponweb Acquisition, whereas the Sellers are entitled to contingent consideration, which is conditioned upon the achievement of certain revenue targets by the Iponweb business for the 2023 fiscal year. The related earn-out liability is valued and discounted using management's best estimate of the consideration that is expected to be paid in the fourth quarter of 2024.

Other non-current liabilities are presented in the following table:


	September 30, 2024		December 31, 2023

	(in thousands)

Uncertain tax positions	$	19,055	$	16,785
Other	$	1,481	$	2,297
Total non-current liabilities	$	20,536	$	19,082

The uncertain tax positions are primarily related to the Iponweb Acquisition.

Note 7. Leases

The components of lease expense are as follows:


Three Months Ended	September 30, 2024						September 30, 2023
	Offices		Data Centers		Total		Offices		Data Centers		Total
	(in thousands)
Lease expense	$	3,624	$	6,786	$	10,410	$	3,419	$	5,644	$	9,063
Short term lease expense	287		—		287		200		13		213
Variable lease expense	431		65		496		289		14		303
Sublease income	(343)		—		(343)		(277)		—		(277)
Total operating lease expense	$	3,999	$	6,851	$	10,850	$	3,631	$	5,671	$	9,302


Nine Months Ended	September 30, 2024						September 30, 2023
	Offices		Data Centers		Total		Offices		Data Centers		Total
	(in thousands)
Lease expense	$	10,839	$	19,642	$	30,481	$	10,548	$	16,844	$	27,392
Short term lease expense	914		—		914		489		42		531
Variable lease expense	1,102		122		1,224		493		75		568
Sublease income	(1,152)		—		(1,152)		(692)		—		(692)
Total operating lease expense	$	11,703	$	19,764	$	31,467	$	10,838	$	16,961	$	27,799

Note 8. Employee Benefits

Defined Benefit Plans

According to 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, 2023	$	3,708
Service cost	707
Interest cost	161
Curtailment	(306)
Actuarial losses (gains)	(290)
Currency translation adjustment	143
Projected benefit obligation present value at December 31, 2023	$	4,123
Service cost	518
Interest cost	119

Actuarial losses (gains)	101
Currency translation adjustment	77
Projected benefit obligation present value at September 30, 2024	$	4,938

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:


	Nine Months Ended	Year Ended
	September 30, 2024	December 31, 2023
Discount rate (Corp AA)	3.8%	3.9%
Expected rate of salary increase	7.0%	7.0%
Expected rate of social charges	48.0%	48.0%
Expected staff turnover	Company age-based table	Company age-based table
Estimated retirement age	65 years old	65 years old
Life table	TH-TF 2000-2002 shifted	TH-TF 2000-2002 shifted

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 relate to France, the United States (for 401k plans), and the United Kingdom.


	Three Months Ended				Nine Months Ended
	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
	(in thousands)
Defined contributions plans included in personnel expenses	$	(4,684)	$	(4,694)	$	(14,974)	$	(14,308)

Note 9. Revenue

The following table presents our disaggregated revenues by segment:


Three Months Ended	Retail Media		Performance Media		Total
			(in thousands)
September 30, 2024	$	60,765	$	398,127	$	458,892
September 30, 2023	$	49,813	$	419,380	$	469,193


Nine Months Ended	Retail Media		Performance Media		Total
			(in thousands)
September 30, 2024	$	166,414	$	1,213,840	$	1,380,254
September 30, 2023	$	132,424	$	1,250,719	$	1,383,143

Note 10. Share-Based Compensation

Equity awards Compensation Expense

Equity awards compensation expense recorded in the consolidated statements of operations was as follows:


	Nine Months Ended
	September 30, 2024		September 30, 2023
	(in thousands)
Research and Development	$	(44,461)	$	(44,438)
Sales and Operations	(15,703)		(15,240)
General and Administrative	(22,029)		(16,675)
Total equity awards compensation expense (1)	$	(82,193)	$	(76,353)
Tax benefit from equity awards compensation expense	7,920		6,084
Total equity awards compensation expense, net of tax effect	$	(74,273)	$	(70,269)

(1) The nine months ended September 30, 2024 are presented net of $2.9 million capitalized stock-based compensation relating to internally developed software.

The breakdown of the equity award compensation expense by instrument type was as follows:


	Nine Months Ended
	September 30, 2024		September 30, 2023
	(in thousands)
Share options	$	(46)	$	(80)
Lock-up shares	(29,790)		(28,326)
Restricted stock units / Performance stock units	(51,058)		(46,519)
Non-employee warrants	(1,299)		(1,428)
Total equity awards compensation expense (1)	$	(82,193)	$	(76,353)
Tax benefit from equity awards compensation expense	7,920		6,084
Total equity awards compensation expense, net of tax effect	$	(74,273)	$	(70,269)

(1) Presented net of $2.9 million capitalized stock-based compensation relating to internally developed software.

A detailed description of each instrument type is provided below.

Share Options

Stock options granted under the Company’s stock incentive plans generally vest over four years, subject to the holder’s continued service through the vesting date and expire no later than 10 years from the date of grant.

In the following tables, exercise prices, grant date share fair values and fair value per equity instruments are provided in euros, as the Company is incorporated in France and the euro is the currency used for the grants.


	Options Outstanding
	Number of Shares Underlying Outstanding Options	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value

Outstanding as of December 31, 2023	319,238
Options granted	—
Options exercised	(79,993)
Options forfeited	(9,439)
Options canceled	—
Options expired	(6,320)
Outstanding as of September 30, 2024	223,486

Vested and exercisable as of September 30, 2024	223,486	€	18.72	4.62	€	17.94

The aggregate intrinsic value represents the difference between the exercise price of the options and the fair market value of common stock on the date of exercise. No new stock options were granted in the period ending September 30, 2024. As of September 30, 2024, there was no remaining unrecognized stock-based compensation related to unvested stock options.

Lock up shares

On August 1, 2022, 2,960,243 treasury shares were transferred to the Founder (referred to as Lock Up Shares or "LUS"), as partial consideration for the Iponweb Acquisition. These shares are subject to a lock-up period that expires in three installments on each of the first three anniversaries of the Iponweb Acquisition, unless the vesting schedule changes or the Founder's employment agreement is terminated under certain circumstances during the duration of such lock-up period. These shares are considered as share-based compensation under ASC 718 and are accounted over the three-year lock-up period. The share based compensation expense is included in Research and Development expenses on the Consolidated Statement of Income. The shares were valued based on the volume weighted average price of one ADS traded on Nasdaq during the twenty (20) trading days immediately preceding July 28, 2022.


	Shares	Weighted-Average Grant date Fair Value Per Share


Outstanding as of December 31, 2023	1,953,761	—
Granted	—	—
Vested	(1,351,880)	—
Forfeited	—	—
Outstanding as of September 30, 2024	601,881	$	23.73

During the three-month period ended September 30, 2024, the Company repurchased 640,000 shares, upon the expiration of the lock-up for approximately $30.0 million, as part of our share buy-back program. The shares were repurchased at fair market value based on the Nasdaq closing price. This resulted in additional share-based compensation expense of $13.3 million in the Consolidated Statement of Income.

As of September 30, 2024, the Company had unrecognized stock-based compensation relating to these lock up share awards of approximately $4.4 million, which is expected to be recognized over a period from October 1, 2024 to August 1, 2025.

Restricted Stock Units and Performance Stock Units

During the nine months ended September 30, 2024, the Company granted new equity under our current equity compensation plans, which was comprised of restricted stock units (“RSU”), and performance-based RSU awards consisting of total shareholder return (“TSR”) and performance vesting conditions (“PSU”) to the Company’s senior executives.

Restricted Stock Units

Restricted stock units generally vest over four years, subject to the holder’s continued service and/or certain performance conditions through the vesting date. In the following tables, exercise prices, grant date share fair values and fair value per equity instruments are in euros, as the Company is incorporated in France and the euro is the currency used for the grants.


	Shares (RSU)	Weighted-Average Grant date Fair Value Per Share


Outstanding as of December 31, 2023	5,293,263	—
Granted	1,492,022	—
Vested	(1,595,513)	—
Forfeited	(294,566)	—
Outstanding as of September 30, 2024	4,895,206	€	30.86

The RSUs are subject to a vesting period of four years, over which the expense is recognized on a straight-line basis. A total of 1,492,022 shares have been granted under this plan, with a weighted-average grant-date fair value of €30.86.

As of September 30, 2024, the Company had unrecognized stock-based compensation relating to restricted stock of approximately $89.6 million, which is expected to be recognized over a weighted-average period of 3.3 years.

Performance Stock Units

Performance stock units are subject to either a performance condition or a market condition.

Awards that are subject to a performance condition, are earned based on internal financial performance metrics measured by Contribution ex-TAC. A total of 568,081 shares have been granted at target under two plans with a vesting period of three years. The target shares are subject to a range of vesting from 0% to 200% based on the performance of internal financial metrics, for a maximum number of shares of 1,136,162. The grant-date fair value is determined based on the fair-value of the shares at the grant date. The weighted average grant-date fair value of those plans is €30.54 per share for a total fair value of approximately $18.9 million, to be expensed on a straight-line basis over the respective vesting period. The number of shares granted, vesting and outstanding subject to performance conditions is as follows:


	Shares (PSU)	Weighted-Average Grant date Fair Value Per Share


Outstanding as of December 31, 2023	660,395	—
Granted	568,081	—
Performance share adjustment	64,152
Vested	(202,637)	—
Forfeited	—	—
Outstanding as of September 30, 2024	1,089,991	€	30.54

As of September 30, 2024, the Company had unrecognized stock-based compensation related to performance stock units of approximately $19.5 million, which is expected to be recognized over a weighted-average period of 3.2 years.

Awards that are subject to a market condition are earned based on the Company’s total shareholder return relative to the Nasdaq Composite Index, and certain other vesting conditions. A total of 268,226 shares have been granted at target under this plan, to be earned in two equal tranches over a term of two and three years, respectively. The target shares are subject to a range of vesting from 0% to 200% for each tranche based on the TSR, for a maximum number of shares of 536,452. The grant-date fair value is approximately $13.7 million, to be expensed on a straight-line basis over the respective vesting period.

The grant-date fair value was determined based on a Monte-Carlo valuation model using the following key assumptions:


Expected volatility of the Company	42.73	%
Expected volatility of the benchmark	71.18	%
Risk-free rate	4.27	%
Expected dividend yield	—	%

The number of shares granted, vested and outstanding subject to market conditions is as follows:


	Shares (TSR)	Weighted-Average Grant date Fair Value Per Share


Outstanding as of December 31, 2023	—	—
Granted	268,226	—
Vested	—	—
Forfeited	—	—
Outstanding as of September 30, 2024	268,226	€	47.42

As of September 30, 2024, a total of $3.4 million expense has been recognized and the Company had unrecognized stock-based compensation related to performance stock units based of market conditions of $10.5 million, which is expected to be recognized over a period from October 1, 2024 to March 1, 2027.

Non-employee warrants

Non-employee warrants generally vest over four years, subject to the holder’s continued service through the vesting date.


	Shares	Weighted-Average Grant date Fair Value Per Share		Weighted-Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value


Outstanding as of December 31, 2023	244,457
Granted	—
Exercised	(84,560)
Canceled	—
Expired	—
Outstanding as of September 30, 2024	159,897	€	16.59	3.80	€	20.11

Vested and exercisable - September 30, 2024	159,897

The aggregate intrinsic value represents the difference between the exercise price of the non-employee warrants and the fair market value of common stock on the date of exercise.

No new stock non-employee warrants were granted in the period ending September 30, 2024. As of September 30, 2024 all instruments have fully vested.

Note 11. Financial and Other Income and Expenses

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


	Three Months Ended				Nine Months Ended
	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
	(in thousands)
Financial income from cash equivalents	$	1,432	$	1,055	$	5,261	$	3,190
Interest and fees	(505)		(437)		(1,337)		(1,500)
Foreign exchange losses	(901)		(1,731)		(1,459)		(4,683)
Discounting impact	(8)		(1,593)		(1,774)		(3,692)
Other financial income	(26)		(261)		198		8,693
Total Financial and Other Income (Expense)	$	(8)	$	(2,967)	$	889	$	2,008

The $0.9 million in financial and other income for the nine months ended September 30, 2024, were mainly driven by financial income from cash equivalents, partially offset by a negative impact of foreign exchange losses and the change in the accretion of the earn-out liability related to the Iponweb Acquisition.

As of September 30, 2024, 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.

Note 12. 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. Our effective tax rate in the future will depend on the portion of our profits earned within and outside of France.

In December 2021, the Organization for Economic Cooperation and Development (OECD) released Pillar Two Model Rules defining the global minimum tax, which calls for the taxation of a minimum rate of 15% for multinational companies with consolidated revenue above €750 million. Numerous jurisdictions have enacted or are in the process of enacting legislation to adopt a minimum effective tax rate. While the adoption of Pillar Two did not have a material impact on the nine months ended September 30, 2024, the Company will continue to assess the ongoing impact as additional guidance becomes available.

The following table presents provision for income taxes:


	Nine Months Ended
	September 30, 2024		September 30, 2023
	(in thousands)
Provision for income tax (expense) benefit	$	(15,014)	$	1,685

For the nine months ended September 30, 2024, the provision for income taxes differs from the nominal standard French rate of 25.0% primarily due to the application the reduced income tax rate on the majority of the technology royalties income in France and nondeductible equity awards compensation expense.

Note 13. Earnings Per Share

Basic Earnings (Loss) Per Share

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


	Three Months Ended				Nine Months Ended
	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
Net income (loss) attributable to shareholders of Criteo S.A.	$	6,245	$	6,927	$	40,476	$	(7,758)
Weighted average number of shares outstanding	54,695,112		56,297,666		54,840,650		56,173,218
Basic earnings (loss) per share	$	0.11	$	0.12	$	0.74	$	(0.14)

Diluted Earnings (Loss) Per Share

We calculate diluted earnings (loss) per share by dividing the net income or loss 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 (refer to Note 10). For the nine months ended September 30, 2023, the Company reported a net loss hence basic net loss per share was the same as diluted net loss per share, as the inclusion of all potential shares of common stock outstanding would have been anti-dilutive.

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


	Three Months Ended				Nine Months Ended
	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
Net income (loss) attributable to shareholders of Criteo S.A.	$	6,245	$	6,927	$	40,476	$	(7,758)
Basic shares :
Weighted average number of shares outstanding of Criteo S.A.	54,695,112		56,297,666		54,840,650		56,173,218
Dilutive effect of :
Restricted share awards ("RSUs")	3,080,895		3,718,688		2,947,233		—
Lock-up shares ('LUSs")	472,956		967,941		949,255		—
Share options and BSPCE	121,177		103,221		112,102		—
Share warrants	59,993		53,378		60,712		—
Diluted shares :
Weighted average number of shares outstanding used to determine diluted earnings per share	58,430,133		60,172,953		58,909,952		56,173,218
Diluted earnings (loss) per share	$	0.11	$	0.12	$	0.69	$	(0.14)

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:


	Nine Months Ended
	September 30, 2024	September 30, 2023
Restricted share awards	303,261	165,940
Share options and BSPCE	—	—
Weighted average number of anti-dilutive securities excluded from diluted earnings per share	303,261	165,940

Note 14. Commitments and contingencies

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, results of operations, financial condition 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.

The amount of the provisions represents management’s latest estimate of the expected impact.

Legal and Regulatory matters

Following a complaint from Privacy International against a number of advertising technology companies with certain data protection authorities, including in France, France's Commission Nationale de l'Informatique et des Libertés (the "CNIL") opened a formal investigation in January 2020 against Criteo. In June 2023, the CNIL issued its decision, which retained alleged European Union's General Data Protection Regulation ("GDPR") violations but reduced the financial sanction against Criteo from the original amount of €60 million ($64.2 million) to €40 million ($42.8 million). Criteo issued the required sanction payment during the third quarter of 2023. The decision relates to past matters and does not include any obligation for Criteo to change its current practices. Criteo has appealed this decision before the French Council of State (Conseil d’Etat).

We are party to a claim (Doe v. GoodRx Holdings, Inc. et al. in the U.S. District Court for the Northern District of California), alleging violations of various state and federal laws. We intend to vigorously defend our position, but we are unable to predict the potential outcome at this time.

Non-income tax risks

We have recorded a $31.9 million provision related to certain non-income tax items accounted for as a contingency under ASC 450. These risks were identified and recognized as part of the Iponweb Acquisition. We have recorded an indemnification asset in the full amount of the provision as the Company is indemnified against certain tax liabilities under the Framework Purchase Agreement (FPA). The indemnification asset is recorded as part of "Other non current assets" on the consolidated statement of financial position.

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 or of the retailers.


Three Months Ended	Americas		EMEA		Asia-Pacific		Total
	(in thousands)
September 30, 2024	$	206,816	$	161,745	$	90,331	$	458,892
September 30, 2023	$	219,667	$	158,756	$	90,770	$	469,193


Nine Months Ended	Americas		EMEA		Asia-Pacific		Total
	(in thousands)
September 30, 2024	$	617,555	$	493,083	$	269,616	$	1,380,254
September 30, 2023	$	616,418	$	482,939	$	283,786	$	1,383,143

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


	Three Months Ended				Nine Months Ended
	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
	(in thousands)

Americas
United States	$	185,864	$	199,270	$	553,867	$	557,116
EMEA
Germany	$	48,128	$	46,391	$	146,881	$	140,592
France	$	20,888	$	23,423	$	64,836	$	71,130
Asia-Pacific
Japan	$	49,763	$	49,213	$	151,760	$	162,767

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.


	Americas		EMEA		Asia-Pacific		Total
	(in thousands)

September 30, 2024	$	74,080	$	199,948	$	13,197	$	287,225
December 31, 2023	$	89,355	$	202,969	$	15,058	$	307,382

Note 16. Subsequent Events

The Company evaluated all subsequent events that occurred after September 30, 2024 through the date of issuance of the unaudited condensed consolidated financial statements and determined there are no significant events that require adjustments or disclosure.

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

The following discussion and analysis of our financial condition and results of operations 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, 2023, filed with the Securities and Exchange Commission ("SEC"), on February 23, 2024. In addition to our historical condensed consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Quarterly Report on Form 10-Q, particularly in Part II, Item 1A, "Risk Factors."

To supplement our condensed consolidated financial statements, which are prepared and presented in accordance with generally accepted accounting principles in the United States of America ("GAAP"), we present Contribution ex-TAC, and Adjusted EBITDA, which are non-GAAP financial measures. We define Contribution ex-TAC as a profitability measure akin to gross profit. It is calculated by deducting traffic acquisition costs from revenue and reconciled to gross profit through the exclusion of other costs of revenue. Contribution ex-TAC is presented in the section entitled "Contribution excluding Traffic Acquisition Costs", which includes a reconciliation to its most directly comparable GAAP financial measure, Gross Profit. 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, certain restructuring, integration and transformation costs, certain acquisition costs and a loss contingency related to a regulatory matter. Adjusted EBITDA is presented in the section entitled "Adjusted EBITDA", which includes a reconciliation to its most directly comparable GAAP financial measure, Net Income. We also present revenues, traffic acquisition costs and Contribution ex-TAC on a constant currency basis; these measures exclude the impact of foreign currency fluctuations and are computed by applying the average exchange rates for the prior year to the current year figures. A reconciliation is provided in the section entitled "Constant Currency Reconciliation".

We believe these non-GAAP financial measures provide investors with useful supplemental information about the financial performance of our business, enable comparison of financial results between periods where certain items may vary independent of business performance, and allow for greater transparency with respect to key metrics used by management in operating our business. As required by the rules of the SEC, we provide reconciliations of the non-GAAP financial measures contained in this document to the most directly comparable measures under GAAP.

Overview

We are a global technology company driving superior commerce outcomes for marketers and media owners through the world’s leading Commerce Media Platform. We operate in commerce media, the future of digital advertising, leveraging commerce data and artificial intelligence ("AI") to connect ecommerce, digital marketing and media monetization to reach consumers throughout their shopping journey. Our vision is to 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. We have accelerated and deeply transformed the Company from a single-product to a multi-solution platform provider, fast diversifying our business into new solutions..

We report our segment results as Retail and Performance Media:

•Retail Media encompasses revenue generated from brands, agencies and retailers for the purchase and sale of retail media digital advertising inventory and audiences, and services.

•Performance Media segment encompasses commerce activation, monetization, and services.

Current quarter financial highlights

For the three months ended September 30, 2024, revenue decreased by (2)% to $458.9 million, compared to the same period in the prior year, primarily driven by lower Performance Media, partially offset by growth in Retail Media. At constant currency, revenue decreased by (2)%.

Gross profit for the three months ended September 30, 2024 increased by 13% to $231.9 million, compared to the same period in the prior year, mainly due to lower traffic acquisition costs, partially offset by lower revenue.

Contribution ex-TAC for the three months ended September 30, 2024 increased by 8% to $266.1 million, compared to the same period in the prior year, driven by growth across both segments. At constant currency, Contribution ex-TAC increased by 9%.

Net income for the three months ended September 30, 2024 decreased to $6.1 million, primarily due an increase of operating expenses, partially offset by an increase in gross profit.

Adjusted EBITDA for the three months ended September 30, 2024 increased by 20% to $82.0 million, compared to the same period in the prior year, primarily due to higher Contribution ex-TAC, partially offset by an increase in operating expenses.

Cash flow from operating activities was $57.5 million for the three months ended September 30, 2024, compared to $19.6 million in the same period in the prior year, as a result of the positive trends in our income from operations.

Trends, Opportunities and Challenges

We believe our performance and future success depend on several factors that present significant opportunities but also pose risks and challenges, including those referred to in Part I, Item 1A of our risk factor section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and in our subsequent quarterly reports on Form 10-Q.

Develop and Scale our Commerce Media Platform

Our future growth depends upon our ability to retain and scale our existing clients and increase the usage of our Commerce Media platform as well as adding new customers. We believe that we are in a leading position in the Commerce Media space as we have unique commerce data at scale, deep integrations with retailers, a large client base, differentiated technology and a R&D powerhouse. By unifying the Commerce Media ecosystem with a multi-retailer, multi-channel, multi-format approach and providing full funnel closed loop measurement to our clients, we believe we are well positioned to capture more ad budgets and market share.

Business and Macroeconomic Conditions

Global economic and geopolitical conditions have been volatile due to factors such as the conflicts in Ukraine and the Middle East, inflation, and fluctuating interest rates. The economic uncertainty resulting from these factors may negatively impact advertising demand, consumer behavior, and to some extent, our performance.

These factors, among others, including the impact of persistent inflation, make it difficult for Criteo and our clients to accurately forecast and plan future business activities, and could cause the company's clients to reduce or delay their advertising spending or increase their cautiousness, which, in turn, could have an adverse impact on our business, financial condition and results of operations. We are monitoring these macroeconomic conditions closely and may continue to take actions in response to such conditions to the extent they adversely affect our business.

Seasonality

In the advertising industry, companies commonly experience seasonal fluctuations in revenue, as many marketers allocate the largest portion of their budgets to the third and fourth quarter of the calendar year in order to coincide with increased back-to-school and holiday purchasing. Historically, the fourth quarter has reflected our highest level of advertising activity for the year. We generally expect the subsequent first quarter to reflect lower activity levels.

In addition, historical seasonality may not be predictive of future results given the potential for changes in advertising buying patterns and consumer activity due to the potential impacts of the evolving macroeconomic and geopolitical conditions discussed above.

We expect our revenue to continue to fluctuate based on seasonal factors that affect the advertising industry as a whole.

Privacy Trends and Government Regulations

We are subject to U.S. and international laws and regulations regarding privacy, data protection, digital advertising and the collection of user data. In addition, large Internet and technology companies such as Google and Apple are making their own decisions as to how to protect consumer privacy with measures resulting in signal loss, which impact the entire digital ecosystem. While Google has recently announced that it will not pursue its original plan to fully phase out third-party cookies in Chrome, Google has proposed an updated approach that allows users to make an informed choice across web browsing that can be adjusted at any time. This proposal remains subject to consultation with the UK Competition and Market Authority, the Information Commissioner's Office and other global regulators. These developments could cause instability in the advertising technology industry. We have developed a multi-pronged addressability strategy to provide scalability and runtime interoperability of privacy-safe solutions for a more open, unified and efficient ecosystem.

Results of Operations for the Periods Ended September 30, 2024 and September 30, 2023 (Unaudited)

Revenue

Revenue breakdown by segment


	Three Months Ended					Nine Months Ended
	September 30, 2024		September 30, 2023		% change	September 30, 2024		September 30, 2023		% change
	(in thousands, except percentages)
Revenue as reported	458,892		469,193		(2)%	1,380,254		1,383,143		—%
Conversion impact U.S. dollar/other currencies	1,698					18,110
Revenue at constant currency	$	460,590	$	469,193	(2)%	1,398,364		1,383,143		1%

Retail Media revenue as reported	60,765		49,813		22%	166,414		132,424		26%
Conversion impact U.S. dollar/other currencies	98					(60)
Retail Media revenue at constant currency	$	60,863	$	49,813	22%	$	166,354	$	132,424	26%

Performance Media revenue as reported	398,127		419,380		(5)%	1,213,840		1,250,719		(3)%
Conversion impact U.S. dollar/other currencies	1,601					18,171
Performance Media revenue at constant currency	$	399,728	$	419,380	(5)%	$	1,232,011	$	1,250,719	(1.5)%

Revenue for the three months ended September 30, 2024 decreased (2)%, or (2)% on a constant currency basis, to $460.6 million compared to the three months ended September 30, 2023 reflecting lower Performance Media, partially offset by growth in Retail Media.

In the three months ended September 30, 2024, 92% of revenue came from existing clients while 8% came from new client additions.

Retail Media revenue increased 22%, or 22% on a constant currency basis, to $60.9 million for the three months ended September 30, 2024, driven by continued strength in Retail Media onsite, in particular in the U.S. market, and growing network effects of onboarding brands and retailers to the platform.

Performance Media revenue decreased (5)%, or decreased (5)% on a constant currency basis, to $399.7 million for the three months ended September 30, 2024, driven by lower spend in our media trading marketplace, soft retail trends, partially offset by continued strength in travel and classifieds.

Additionally, our $458.9 million of revenue for the three months ended September 30, 2024 was negatively impacted by $1.7 million of currency fluctuations.

Revenue for the nine months ended September 30, 2024 decreased (0.2)%, or 1% on a constant currency basis, to $1,398.4 million compared to the nine months ended September 30, 2023 reflecting growth in Retail Media and Performance Media.

In the nine months ended September 30, 2024, 92% of revenue came from existing clients while 8% came from new client additions.

Retail Media revenue increased 26%, or 26% on a constant currency basis, to $166.4 million for the nine months ended September 30, 2024, driven by continued strength in Retail Media onsite, in particular in the U.S. market, and growing network effects of onboarding brands and retailers to the platform.

Performance Media revenue decreased (3)%, or decreased (1.5)% on a constant currency basis, to $1,232.0 million

for the nine months ended September 30, 2024, driven by lower spend in our media trading marketplace, soft retail trends, partially offset by continued strength in travel and classifieds.

Additionally, our $1,380.3 million of revenue for the nine months ended September 30, 2024 was negatively impacted by $18.1 million of currency fluctuations, particularly as a result of the depreciation of the Euro, the Japanese Yen, the Brazilian Real, and the Korean Won compared to the U.S. dollar.

Revenue breakdown by region


	Three Months Ended					Nine Months Ended
	September 30, 2024		September 30, 2023		% change	September 30, 2024		September 30, 2023		% change
	(in thousands, except percentages)
Revenue as reported	458,892		469,193		(2)%	1,380,254		1,383,143		—%
Conversion impact U.S. dollar / other currencies	1,698		—			18,110		—
Revenue at constant currency	$	460,590	$	469,193	(2)%	$	1,398,364	$	1,383,143	1%
Americas
Revenue as reported	206,816		219,667		(6)%	617,555		616,418		0%
Conversion impact U.S. dollar / other currencies	1,497		—			1,301		—
Revenue at constant currency	$	208,313	$	219,667	(5)%	$	618,856	$	616,418	—%
EMEA
Revenue as reported	161,745		158,756		2%	493,083		482,939		2%
Conversion impact U.S. dollar / other currencies	(1,789)		—			205		—
Revenue at constant currency	$	159,956	$	158,756	1%	$	493,288	$	482,939	2%
Asia-Pacific
Revenue as reported	90,331		90,770		—%	269,616		283,786		(5)%
Conversion impact U.S. dollar / other currencies	1,990		—			16,604		—
Revenue at constant currency	$	92,321	$	90,770	2%	$	286,220	$	283,786	0.9%

Our revenue in the Americas region decreased (6)%, or (5)% on a constant currency basis, to $208.3 million for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. This primarily reflects lower lower spend in our media trading marketplace and supply and soft Retail trends, partially offset by continued strength in Travel and Classifieds in Performance Media, as well as continued strong performance of Retail Media as the platform continues to scale with large retailers and consumer brands.

Our revenue in EMEA increased 2%, or 1% on a constant currency basis, to $160.0 million for the three months ended September 30, 2024 compared to the three months ended September 30, 2023, reflecting continued traction in Retail Media and continued strength in Travel and Classifieds, partially offset by lower revenues in France.

Our revenue in the Asia-Pacific region decreased (0.5)%, or increased 2% on a constant currency basis, to $92.3 million for the three months ended September 30, 2024 compared to the three months ended September 30, 2023, reflecting improved trends in Classified and solid trends in Travel and Retail in the region.

Our revenue in the Americas region increased 0.2%, or 0.4% on a constant currency basis, to $618.9 million for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. This primarily reflects continued strong performance of Retail Media as the platform continues to scale with large retailers and consumer brands and strong Classified trends in the region.

Our revenue in EMEA increased 2%, or 2% on a constant currency basis, to $493.3 million for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023, reflecting continued traction in Retail Media and continued strength in Travel, partially offset by lower revenues in France.

Our revenue in the Asia-Pacific region decreased (5)%, or increased 1% on a constant currency basis, to $286.2 million for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023, reflecting solid Retail and Travel trends, partially offset by soft trends in Classified in the region.

Cost of Revenue


	Three Months Ended							Nine Months Ended
	September 30, 2024			September 30, 2023			% change	September 30, 2024			September 30, 2023			% change
	(in thousands, except percentages)
Traffic acquisition costs	192,789			223,798			(14)%	593,170			676,913			(12)%
Other cost of revenue	34,171			40,268			(15)%	105,084			119,812			(12)%
Total cost of revenue	$	226,960		$	264,066		(14)%	$	698,254		$	796,725		(12)%
% of revenue	49		%	56		%		51		%	58		%
Gross profit %	51		%	44		%		49		%	42		%


	Three Months Ended						Nine Months Ended
	September 30, 2024		September 30, 2023		% change	% change at Constant Currency	September 30, 2024		September 30, 2023		% change	% change at Constant Currency
	(in thousands, except percentages)
Retail Media	1,182		1,377		(14)%	(14)%	2,796		3,118		(10)%	(10)%
Performance Media	191,607		222,421		(14)%	(13)%	590,374		673,795		(12)%	(11)%
Traffic Acquisition Costs	$	192,789	$	223,798	(14)%	(13)%	$	593,170	$	676,913	(12)%	(11)%

Cost of revenue for the three months ended September 30, 2024 decreased $(37.1) million, or (14)%, compared to the three months ended September 30, 2023. This decrease was primarily the result of a decrease of $(31.0) million, or (14)% (or (13)% on a constant currency basis) in traffic acquisition costs driven by a lower average price partially offset by an increase in volume, and a decrease of $(6.1) million, or (15)% in other cost of revenue.

Traffic acquisition costs in Retail Media decreased by (14)%, or (14)% at constant currency, compared to the three months ended September 30, 2023.

Traffic acquisition costs in Performance Media decreased by (14)%, or (13)% at constant currency, compared to the three months ended September 30, 2023. This was driven by a (20)% decrease (or (20)% at constant currency) in the average cost per thousand impressions ("CPM") for inventory purchased, including lower CPMs for signal-limited environments where Criteo continues to perform, and an 8% increase in the number of impressions we purchased.

The decrease in other cost of revenue included a decrease in depreciation of servers, offset by other hosting costs.

Cost of revenue for the nine months ended September 30, 2024 decreased $(98.5) million, or (12)%, compared to the nine months ended September 30, 2023. This decrease was primarily the result of a decrease of $(83.7) million, or (12)% (or (11)% on a constant currency basis) in traffic acquisition costs driven by a lower average price partially offset by an increase in volume, and a decrease of $(14.7) million, or (12)% in other cost of revenue.

Traffic acquisition costs in Retail Media decreased by (10)%, or (10)% at constant currency, compared to the nine months ended September 30, 2023.

Traffic acquisition costs in Performance Media decreased by (12)%, or (11)% at constant currency, compared to the nine months ended September 30, 2023. This was driven by a (17)% decrease (or (15)% at constant currency) in the average cost per thousand impressions ("CPM") for inventory purchased, including lower CPMs for signal-limited environments where Criteo continues to perform, and a 5% increase in the number of impressions we purchased.

The decrease in other cost of revenue included a decrease in depreciation of servers, offset by other hosting costs.

Contribution excluding Traffic Acquisition Costs

We define Contribution excluding Traffic Acquisition Costs, "Contribution ex-TAC", as a profitability measure akin to gross profit. It is calculated by deducting traffic acquisition costs from revenue and reconciled to gross profit through the exclusion of other costs of revenue. Contribution ex-TAC is not a measure calculated in accordance with GAAP. We have included Contribution ex-TAC 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. In particular, we believe that this measure can provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Contribution 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 Contribution ex-TAC 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 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 Contribution 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 Contribution ex-TAC alongside our other GAAP financial measures.

The below table provides a reconciliation of Contribution ex-TAC to gross profit:


	Three Months Ended				Nine Months Ended
	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023

	(in thousands)
Gross Profit	$	231,932	$	205,127	$	682,000	$	586,418
Other Cost of Revenue	34,171		40,268		105,084		119,812
Contribution ex-TAC	$	266,103	$	245,395	$	787,084	$	706,230

We consider Contribution ex-TAC as a key measure of our business activity. Our strategy focuses on maximizing our Contribution 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 our Criteo AI Engine’s performance, allowing it to deliver more relevant advertisements at scale. As part of this focus, we continue to invest in building preferred relationships with direct publishers and pursue access to leading advertising exchanges.

The following table sets forth our revenue and Contribution ex-TAC by segment:


	Three Months Ended						Nine Months Ended
	September 30, 2024		September 30, 2023		% change	% change at Constant Currency	September 30, 2024		September 30, 2023		% change	% change at Constant Currency

	(amounts in thousands, except percentages)
Revenue
Retail Media	$	60,765	$	49,813	22%	22%	$	166,414	$	132,424	26%	26%
Performance Media	398,127		419,380		(5)%	(5)%	1,213,840		1,250,719		(3)%	(1.5)%
Total	$	458,892	$	469,193	(2)%	(2)%	$	1,380,254	$	1,383,143	—%	1%

Contribution ex-TAC
Retail Media	$	59,583	$	48,436	23%	23%	$	163,618	$	129,306	27%	26%
Performance Media	206,520		196,959		5%	5%	623,466		576,924		8%	10%
Total	$	266,103	$	245,395	8%	9%	$	787,084	$	706,230	11%	13%

Contribution ex-TAC increased $20.7 million, or 8% for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. The increase in Contribution ex-TAC was driven by growth in both segments.

Contribution ex-TAC increased $80.9 million, or 11% for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The increase in Contribution ex-TAC was driven by growth in both segments.

Constant Currency Reconciliation

Information in this Form 10-Q with respect to results presented on a constant currency basis was calculated by applying prior period average exchange rates to current period results. 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							Nine Months Ended
	September 30, 2024			September 30, 2023			% change	September 30, 2024			September 30, 2023			% change
	(amounts in thousands, except percentages)

Gross Profit as reported	$	231,932		$	205,127		13%	$	682,000		$	586,418		16%

Other cost of revenue as reported	34,171			40,268			(15)%	105,084			119,812			(12)%

Contribution ex-TAC as reported	266,103			245,395			8%	787,084			706,230			11%
Conversion impact U.S. dollar/other currencies	534			—				9,858			—
Contribution ex-TAC at constant currency	266,637			245,395			9%	796,942			706,230			13%
Contribution ex-TAC/Revenue as reported	58		%	52		%		57		%	51		%

Traffic acquisition costs as reported	192,789			223,798			(14)%	593,170			676,913			(12)%
Conversion impact U.S. dollar/other currencies	1,164			—				8,253			—
Traffic Acquisition Costs at constant currency	193,953			223,798			(13)%	601,423			676,913			(11)%

Revenue as reported	458,892			469,193			(2)%	1,380,254			1,383,143			—%
Conversion impact U.S. dollar/other currencies	1,698			—				18,110			—
Revenue at constant currency	$	460,590		$	469,193		(2)%	$	1,398,364		$	1,383,143		1%

Research and Development Expenses


	Three Months Ended							Nine Months Ended
	September 30, 2024			September 30, 2023			% change	September 30, 2024			September 30, 2023			% change

	(in thousands, except percentages)
Research and development expenses	$	85,285		$	62,522		36%	$	211,782		$	193,887		9%
% of revenue	19		%	13		%		15		%	14		%

Research and development expenses for the three months ended September 30, 2024, increased $22.8 million or 36% compared to the three months ended September 30, 2023. This increase was related to an increase in share-based compensation expense related to the Iponweb lock-up shares (see Note 10), an increase in amortization, and impairment of certain intangible assets.

Research and development expenses for the nine months ended September 30, 2024, increased $17.9 million or 9% compared to the nine months ended September 30, 2023. This increase was mainly related to an increase in amortization, impairment of certain intangible assets, and headcount-related costs.

Sales and Operations Expenses


	Three Months Ended							Nine Months Ended
	September 30, 2024			September 30, 2023			% change	September 30, 2024			September 30, 2023			% change

	(in thousands, except percentages)
Sales and operations expenses	$	90,823		$	94,572		(4)%	$	278,734		$	308,325		(10)%
% of revenue	20		%	20		%		20		%	22		%

Sales and operations expenses for the three months ended September 30, 2024 decreased $(3.7) million or (4)% compared to the three months ended September 30, 2023. This decrease was mainly related to a decrease in headcount-related costs and a decrease in bad debt expense partially offset by third-party services and marketing costs.

Sales and operations expenses for the nine months ended September 30, 2024 decreased $(29.6) million or (10)% compared to the nine months ended September 30, 2023. This decrease was mainly related to a decrease in headcount-related costs, a decrease in bad debt expense partially offset by an increase in marketing costs.

General and Administrative Expenses


	Three Months Ended							Nine Months Ended
	September 30, 2024			September 30, 2023			% change	September 30, 2024			September 30, 2023			% change

	(in thousands, except percentages)
General and administrative expenses	$	46,222		$	36,599		26%	$	134,590		$	95,306		41%
% of revenue	10		%	8		%		10		%	7		%

General and administrative expenses for the three months ended September 30, 2024, increased $9.6 million or 26%, compared to the three months ended September 30, 2023. The increase primarily related to third party services and an increase in share-based compensation.

General and administrative expenses for the nine months ended September 30, 2024, increased $39.3 million or 41%, compared to the nine months ended September 30, 2023. The increase was mainly related to the partial reversal of the loss contingency on regulatory matters in 2023 and an increase to third-party services.

Financial and Other Income


	Three Months Ended							Nine Months Ended
	September 30, 2024			September 30, 2023			% change	September 30, 2024			September 30, 2023			% change

	(in thousands, except percentages)
Financial and Other Income (Expense)	$	(8)		$	(2,967)		(100)%	$	889		$	2,008		(56)%
% of revenue	0		%	(1)		%		0		%	0		%

Financial and Other Expenses for the three months ended September 30, 2024, decreased by $3.0 million or 100% compared to the three months ended September 30, 2023. The decrease was mainly related to financial income from cash and cash equivalents, a positive change in foreign exchange loss, and the accretion of the earn-out liability related to the Iponweb Acquisition.

Financial and Other Income for the nine months ended September 30, 2024, decreased by $(1.1) million or (56)% compared to the nine months ended September 30, 2023. The decrease was due to the disposal of non consolidated investments during the three months ended March 31, 2023, partially offset by income from cash equivalents, the accretion of the earn-out liability related to the Iponweb Acquisition, and income from cash equivalents.

As of September 30, 2024, 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.

Provision for Income Taxes


	Three Months Ended					Nine Months Ended
	September 30, 2024		September 30, 2023		% change	September 30, 2024		September 30, 2023		% change

	(in thousands, except percentages)
Provision for income tax (expense) benefit	$	(3,450)	$	(1,832)	88%	$	(15,014)	$	1,685	(991)%

Provision for income tax expense for the three months ended September 30, 2024, increased $1.6 million or 88% compared to the three months ended September 30, 2023. The increase of the income tax provision was driven by higher Contribution ex-Tac.

Provision for income tax expense for the nine months ended September 30, 2024, increased $16.7 million or (991)% compared to the nine months ended September 30, 2023. The increase was driven by higher Contribution ex-TAC.

The provision for income taxes differs from the nominal standard French rate of 25.0% primarily due to the application of the reduced income tax rate on the majority of the technology royalties income in France and nondeductible equity awards compensation expense.

Adjusted EBITDA

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, certain restructuring, integration and transformation costs, and certain acquisition costs. Adjusted EBITDA is not a measure calculated in accordance with GAAP. We have included Adjusted EBITDA because it is a key measure used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short-term and long-term operational plans. In particular, we believe that the elimination of equity awards compensation expense, pension service costs, certain restructuring, integration and transformation costs, and certain acquisition costs in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons of our business. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors. Our use of Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under 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 GAAP financial results, including net income.


	Three Months Ended				Nine Months Ended
	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
	(in thousands, except percentages)
Net Income (loss)	$	6,144	$	6,635	$	42,769	$	(7,407)
Adjustments:
Financial (Income) expense	8		2,958		(889)		(1,692)
Provision for income taxes (benefit)	3,450		1,832		15,014		(1,685)
Equity awards compensation expense	34,863		24,323		84,032		78,219
Pension service costs	174		179		518		532
Depreciation and amortization expense	25,684		24,648		75,679		76,574
Acquisition-related costs	1,961		86		1,961		1,281

Net loss contingency on regulatory matters	—		(51)		—		(21,667)
Restructuring, integration and transformation costs	9,717		7,833		27,026		38,998
Total net adjustments	75,857		61,808		203,341		170,560
Adjusted EBITDA	$	82,001	$	68,443	$	246,110	$	163,153

The following table presents our Adjusted EBITDA on a comparative basis:


	Three Months Ended					Nine Months Ended
	September 30, 2024		September 30, 2023		% change	September 30, 2024		September 30, 2023		% change

	(in thousands, except percentages)
Adjusted EBITDA	$	82,001	$	68,443	20%	$	246,110	$	163,153	51%

Adjusted EBITDA increased $13.6 million, or 20%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023, primarily due to higher Contribution ex-TAC partially offset by an increase in operating expenses.

Adjusted EBITDA increased $83.0 million, or 51%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023, primarily due to higher Contribution ex-TAC.

Liquidity and Capital Resources

Our cash and cash equivalents and restricted cash at September 30, 2024 were held for working capital and general corporate purposes, which could include acquisitions, and amounted to $284.0 million as of September 30, 2024. The $(127.4) million decrease in cash and cash equivalents, and restricted cash compared to December 31, 2023, primarily resulted from a decrease of $(154.4) million in cash used for financing activities, a decrease of $(59.0) million in cash used for investing activities partially offset by an increase of $88.7 million in cash provided by operating activities over the period. 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.

As disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, on September 27, 2022, the Company entered into a new five year Revolving Credit Facility (as amended, the "RCF") that allows immediate access to an additional €407.0 million ($455.7 million) of liquidity, which, combined with our cash position, marketable securities and treasury shares as of September 30, 2024, provides total liquidity above $710.8 million. Overall, we believe that our current financial liquidity, combined with our expected cash-flow generation in 2024, enables financial flexibility.

Share buy-back programs

In December 2021, we completed a $100.0 million share repurchase program. In 2022, we completed an additional $136.0 million share repurchase program, and in 2023, we completed an additional $125.0 million share repurchase program. For the nine months ended September 30, 2024, we have repurchased $157.5 million of shares.

All above programs have been implemented under our multi-year authorization granted by our Board of Directors. On February 1, 2024, this authorization was extended to a total amount of $630.0 million. Other than these repurchase programs, we intend to retain all available funds and any future earnings to fund our growth.

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.

Operating and Capital Expenditure Requirements

For the nine months ended September 30, 2024 and 2023, our capital expenditures were $(53.2) million and $(94.6) million, respectively. During the nine months ended September 30, 2024, these capital expenditures were mainly comprised of acquisitions of data centers, server equipment, and software development costs. We expect our capital expenditures to remain at around 7% of Contribution ex-TAC for 2024, as we plan to continue to build, reshape and maintain additional data center equipment capacity in all regions and we increase our investments to further develop our Commerce Media Platform.

We currently anticipate that our available funds and cash flow from operations and financing activities will be sufficient to meet our operational cash needs and fund our share repurchase program for at least the next 12 months, and thereafter for the foreseeable future. We continuously evaluate our liquidity and capital resources, including our access to external capital, to ensure we can finance our future capital requirements.

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.

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.

Historical Cash Flows

The following table sets forth our cash flows for the three month period ended September 30, 2024 and September 30, 2023:


	Nine Months Ended
	September 30, 2024		September 30, 2023

	(in thousands)
Cash (used for) from operating activities	$	88,707	$	62,906
Cash (used for) from investing activities	$	(58,966)	$	(104,199)
Cash (used for) from financing activities	$	(154,355)	$	(124,858)

Operating Activities

Cash from operating activities was driven by the increased performance of our operations, primarily due to higher Contribution ex-TAC partially offset by an increase in operating expenses. Cash flow from operating activities has typically been generated from 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 nine months ended September 30, 2024, net cash provided by operating activities mostly consisted of net income adjusted for certain non-cash and non-operating items, such as amortization and provision expense of $67.1 million, and equity awards compensation expense of $82.2 million, partially offset by $(90.1) million of changes in working capital. The increase in cash flow from operating activities during the nine months ended September 30, 2024, compared to the same period in 2023, was mainly due to higher net income.

Investing Activities

Our investing activities to date consisted primarily of purchases of servers and other data-center equipment, software development costs, and business acquisitions. For the nine months ended September 30, 2024, net cash used for investing activities was $(59.0) million, primarily driven by purchases of data-center and capitalized software development costs of $(53.2) million, and a $(5.2) million change from the maturity of investments in Marketable Securities.

Cash used for investing activities decreased during the nine months ended September 30, 2024, compared to the same period in 2023, due to lower capital expenditures for our data centers compared to the previous period, and due to proceeds from the sale of a non consolidated investment during the three months ended March 31, 2023.

Financing Activities

For the nine months ended September 30, 2024, net cash used for financing activities was $(154.4) million, due to the repurchasing of shares of $(157.5) million. The increase in cash used for financing activities during the nine months ended September 30, 2024, compared to the same period in 2023, was mostly due to an increase in the amount of shares repurchased.

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 on Form 10-K for the fiscal year ended December 31, 2023.

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 2024.

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 nine months ended September 30, 2024.

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 fiscal year ended December 31, 2023.

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:


	Nine Months Ended
	September 30, 2024				September 30, 2023

	(in thousands)
GBP/USD	+10%		-10%		+10%		-10%
Net income (loss) impact	$	383	$	(383)	$	(244)	$	244


	Nine Months Ended
	September 30, 2024				September 30, 2023

	(in thousands)
BRL/USD	+10%		-10%		+10%		-10%
Net income (loss) impact	$	217	$	(217)	$	126	$	(126)


	Nine Months Ended
	September 30, 2024				September 30, 2023

	(in thousands)
JPY/USD	+10%		-10%		+10%		-10%
Net income (loss) impact	$	2,966	$	(2,966)	$	832	$	(832)


	Nine Months Ended
	September 30, 2024				September 30, 2023

	(in thousands)
EUR/USD	+10%		-10%		+10%		-10%
Net income (loss) impact	$	1,959	$	(1,959)	$	(3,636)	$	3,636

Credit Risk and Trade receivables

For a description of our trade receivables, please see "Note 4. Trade Receivables" in the Notes to the Unaudited Condensed Consolidated Financial Statements.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Based on their evaluation as of September 30, 2024, 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.

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 or fraud may occur and may not be detected.

PART II

Item 1. Legal Proceedings.

For a discussion of our legal proceedings, refer to Note 14. Commitments and contingencies.

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, 2023 and in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2024. 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, 2023 and in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2024.

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 third fiscal quarter of 2024:


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)
July 1 to 31, 2024	263,641	$	41.03	263,641	$	155,484,463
August 1 to 31, 2024	859,838	$	47.03	859,838	$	115,049,219
September 1 to 30, 2024	83,945	$	44.56	83,945	$	111,307,372
Total	1,207,424			1,207,424

(1) In February 2024, the board of directors approved an extension of the long-term share repurchase program of up to $150 million of the Company's outstanding American Depositary Shares to a total of $630 million.

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

Item 5. Other Information

Trading Plans

On September 13, 2024, Ryan Damon, the Company's Chief Legal and Transformation Officer, adopted a trading plan to sell up to 51,211 shares of Company stock between December 12, 2024 and May 30, 2025. Mr. Damon's trading plan is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and the Company's policies regarding insider transactions.

On August 8, 2024, Brian Gleason, the Company's Chief Revenue Officer and President, Retail Media, adopted a trading plan to sell up to 54,720 shares of Company stock between November 8, 2024 and August 8, 2025. Mr. Gleason's trading plan is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and the Company's policies regarding insider transactions.

During the three months ended September 30, 2024, no other directors or Section 16 officers of the Company adopted or terminated any Rule 10b5-1 trading arrangement or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408 of Regulation S-K.

Item 6. Exhibits

Exhibit Index

Incorporated by Reference

Exhibit

Description

Schedule/ Form

File
Number

Exhibit

File
Date

10.1

Amended and Restated Executive Employment Agreement , between Criteo Corp. and Brian Gleason, effective as of July 1, 2024

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.

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: October 30, 2024	Name:	Sarah Glickman
	Title:	Chief Financial Officer
		(Principal financial officer and duly authorized signatory)

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10/29/2024	$70.00	Overweight	Wells Fargo
8/6/2024	$43.00 → $58.00	Neutral → Buy	DA Davidson
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2/8/2024	$28.00 → $41.00	Equal Weight → Overweight	Wells Fargo
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Financials

$CRTO
Leadership Updates

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Large Ownership Changes