Criteo - 10-Q quarterly report FY2017 Q3

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)



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

for the quarterly period ended September 30, 2017



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

for the transition period from _________ to _________

Commission file number: 001-36153

Criteo S.A.

(Exact name of registrant as specified in its charter)



France		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

32, rue Blanche, Paris-France		75009
(Address of principal executive offices)		(Zip Code)

+33 1 40 40 22 90

(Registrant’s telephone number, including area code)

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 day Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting 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	x	Accelerated Filer	¨
Non-accelerated Filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	¨
		Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has not elected 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 Exchange Act). Yes ¨ No x

As of October 31, 2017, the registrant had 65,993,182 ordinary shares, nominal value €0.025 per share, outstanding.

TABLE OF CONTENTS

General

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

Trademarks

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

Special Note Regarding Forward-Looking Statements

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


•	the ability of the Criteo Engine to accurately predict engagement by a user;


•	our ability to predict and adapt to changes in widely adopted industry platforms and other new technologies;


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


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


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


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


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


•	the effects of increased competition in our market;


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


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


•	our ability to enhance our brand;


•	our ability to enter new marketing channels and to effectively scale our technology platform in new industry verticals;


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


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


•	failures in our systems or infrastructure.

You should refer to Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2016, and to Part II, Item 1A "Risk Factors" of this Form 10-Q, for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. As a result of these factors, we cannot assure you that the forward-looking statements in this Form 10-Q will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame or at all. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

You should read this Form 10-Q and the documents that we reference in this Form 10-Q and have filed as exhibits to this Form 10-Q completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary 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	December 31, 2016			September 30, 2017

		(in thousands)
Assets
Current assets:
Cash and cash equivalents	3	$	270,317		357,983
Trade receivables, net of allowances	4	397,244			373,922
Income taxes		2,741			5,295
Other taxes		52,942			46,095
Other current assets	5	19,340			26,945
Total current assets		742,584			810,240
Property, plant and equipment, net		108,581			134,885
Intangible assets, net	6	102,944			99,714
Goodwill	7	209,418			236,363
Non-current financial assets	3	17,029			19,350
Deferred tax assets		30,630			57,642
Total non-current assets		468,602			547,954
Total assets		$	1,211,186		$	1,358,194
Liabilities and shareholders' equity
Current liabilities:
Trade payables		$	365,788		$	350,690
Contingencies	14	654			1,553
Income taxes		14,454			16,341
Financial liabilities - current portion	9	7,969			7,943
Other taxes		44,831			42,713
Employee - related payables		55,874			59,661
Other current liabilities	8	30,221			26,802
Total current liabilities		519,791			505,703
Deferred tax liabilities		686			28,719
Retirement benefit obligation		3,221			3,690
Financial liabilities - non current portion	9	77,611			2,525
Other non-current liabilities		—			4,290
Total non-current liabilities		81,518			39,224
Total liabilities		601,309			544,927
Commitments and contingencies
Shareholders' equity:
Common shares, €0.025 par value, 63,978,204 and 65,551,174 shares authorized, issued and outstanding at December 31, 2016 and September 30, 2017, respectively.		2,093			2,137
Additional paid-in capital		488,277			568,171
Accumulated other comprehensive (loss)		(88,593		)	(21,386		)
Retained earnings		198,355			247,821
Equity-attributable to shareholders of Criteo S.A.		600,132			796,743
Non-controlling interests		9,745			16,524
Total equity		609,877			813,267
Total equity and liabilities		$	1,211,186		$	1,358,194

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

CRITEO S.A.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)



			Three Months Ended						Nine Months Ended
	Notes		September 30, 2016			September 30, 2017			September 30, 2016			September 30, 2017
		(in thousands, except share per data)

Revenue			$	423,867		$	563,973		$	1,232,321		$	1,622,661

Cost of revenue:
Traffic acquisition costs			(247,310		)	(329,576		)	(727,034		)	(958,469		)
Other cost of revenue			(22,332		)	(29,951		)	(60,950		)	(89,914		)

Gross profit			154,225			204,446			444,337			574,278

Operating expenses:
Research and development expenses			(30,701		)	(43,860		)	(88,097		)	(126,992		)
Sales and operations expenses			(68,164		)	(95,184		)	(201,862		)	(283,815		)
General and administrative expenses			(32,492		)	(32,389		)	(85,839		)	(96,143		)
Total operating expenses			(131,357		)	(171,433		)	(375,798		)	(506,950		)
Income from operations			22,868			33,013			68,539			67,328
Financial (expense)	11		(570		)	(2,886		)	(1,982		)	(7,313		)
Income before taxes			22,298			30,127			66,557			60,015
Provision for income taxes	12		(7,574		)	(7,858		)	(19,968		)	(15,724		)
Net income			$	14,724		$	22,269		$	46,589		$	44,291

Net income available to shareholders of Criteo S.A.			$	13,539		$	19,774		$	42,869		$	38,185
Net income available to non-controlling interests			$	1,185		$	2,495		$	3,720		$	6,106

Net income allocated to shareholders of Criteo S.A. per share:
Basic	13		$	0.21		$	0.30		$	0.68		$	0.59
Diluted	13		$	0.21		$	0.29		$	0.66		$	0.56

Weighted average shares outstanding used in computing per share amounts:
Basic	13		63,628,351			65,412,326			63,163,922			64,881,751
Diluted	13		65,816,422			68,200,343			65,429,757			67,876,791

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

CRITEO S.A.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)



	Three Months Ended						Nine Months Ended
	September 30, 2016			September 30, 2017			September 30, 2016			September 30, 2017
	(in thousands)

Net income	$	14,724		$	22,269		$	46,589		$	44,291
Foreign currency translation differences, net of taxes	2,649			20,972			12,677			66,826
Foreign currency translation differences	2,649			20,972			12,677			66,826
Income tax effect	—			—			—			—
Actuarial (losses) gains on employee benefits, net of taxes	(73		)	155			(282		)	745
Actuarial losses on employee benefits	(90		)	184			(341		)	882
Income tax effect	17			(29		)	59			(137		)
Comprehensive income (loss)	$	17,300		$	43,396		$	58,984		$	111,862
Attributable to shareholders of Criteo S.A.	$	15,991		$	41,002		$	54,113		$	105,391
Attributable to non-controlling interests	$	1,309		$	2,394		$	4,871		$	6,471

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

CRITEO S.A.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)



	Three Months Ended							Nine Months Ended
	September 30, 2016			September 30, 2017				September 30, 2016			September 30, 2017
	(in thousands)
Net income	$	14,724		$	22,269			$	46,589		$	44,291
Non-cash and non-operating items	36,609			61,995				96,235			146,443
- Amortization and provisions	16,030			25,990				45,555			72,681
- Equity awards compensation expense ⁽¹⁾	13,965			22,028				30,030			51,887
- Interest accrued and non-cash financial income and expenses	(960		)	(25		)		638			7
- Change in deferred taxes	(3,121		)	(8,164		)		(7,545		)	(20,569		)
- Income tax for the period	10,695			16,022				27,557			36,293
- Other	—			6,144				—			6,144
Changes in working capital related to operating activities	4,576			(12,372		)		(22,860		)	13,418
- (Increase)/decrease in trade receivables	(2,160		)	(991		)		(4,528		)	35,220
- Increase/(decrease) in trade payables	11,218			(5,031		)		(3,931		)	(31,284		)
- (Increase)/decrease in other current assets	(2,856		)	4,001				(18,633		)	6,581
- Increase/(decrease) in other current liabilities	(1,626		)	(10,351		)		4,232			2,901
Income taxes paid	(12,278		)	(10,165		)		(38,152		)	(37,696		)
CASH FROM OPERATING ACTIVITIES	43,631			61,727				81,812			166,456
Acquisition of intangible assets, property, plant and equipment	(15,792		)	(20,999		)		(54,970		)	(74,275		)
Change in accounts payable related to intangible assets, property, plant and equipment	(4,115		)	(6,774		)		570			(8,760		)
Payments for acquired business, net of cash acquired	—			73				(5,074		)	1,125
Change in other non-current financial assets	(377		)	(157		)		197			1,117
CASH USED FOR INVESTING ACTIVITIES	(20,284		)	(27,857		)		(59,277		)	(80,793		)
Issuance of long-term borrowings	739			2,220				3,798			3,674
Repayment of borrowings	32			(4,672		)		(5,416		)	(83,893		)
Proceeds from capital increase	1,600			5,164				17,182			29,619
Change in other financial liabilities	(25		)	15,082			²	(196		)	15,346
CASH FROM (USED FOR) FINANCING ACTIVITIES	2,346			17,794				15,368			(35,254		)

CHANGE IN NET CASH AND CASH EQUIVALENTS	25,693			51,664				37,903			50,409
Net cash and cash equivalents at beginning of period	377,407			308,185				353,537			270,317
Effect of exchange rates changes on cash and cash equivalents	4,058			(1,866		)	²	15,718			37,257
Net cash and cash equivalents at end of period	$	407,158		$	357,983			$	407,158		$	357,983

⁽¹⁾ Of which $13.1 million and $21.4 million of equity awards compensation expense consisted of share-based compensation expense according to ASC 718 Compensation - stock compensation for the quarter ended September 30, 2016 and 2017, respectively, and $28.6 million and $50.7 million of equity awards compensation expense consisted of share-based compensation expense according to ASC 718 Compensation - stock compensation for the nine month period ended September 30, 2016 and 2017, respectively.

⁽²⁾During the three months ended September 30, 2017, the Company reported the cash impact of the settlement of hedging derivatives in cash from (used for) financing activities in the unaudited consolidated statements of cash flows. This resulted in a $9.0 million reclassification from the line "Effect of exchange rates changes on cash and cash equivalents" to "Change in other financial liabilities" and a $6.0 million movement on the line "Change in other financial liabilities" for the quarter ended September 30, 2017.

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. is a global technology company specialized in digital performance marketing. We strive to deliver post-click sales to our advertiser clients at scale and according to the client's targeted return on investment. 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". The Company uses its proprietary predictive software algorithms coupled with its deep insights into expressed consumer intent and purchasing habits to price and deliver highly relevant and personalized performance advertisements to consumers in real time.

Note 1. Summary of Significant Accounting Policies

Basis of Presentation

The unaudited condensed consolidated financial statements included herein have been prepared by Criteo S.A. pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's Annual Report filed on Form 10-K for the year ended December 31, 2016, filed with the SEC on March 1, 2017. The unaudited condensed consolidated financial statements included herein reflect all adjustments (consisting of normal, recurring adjustments) which are, in the opinion of management, necessary to state fairly the results for the interim periods presented. The results of operations for the interim periods presented are not necessarily indicative of the operating results to be expected for any subsequent interim period or for the fiscal year.

Conformity with U.S. GAAP requires the use of estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses in the condensed consolidated financial statements and accompanying notes. We base our estimates and judgments on historical information and on various other assumptions that we believe are reasonable under the circumstances. Our actual results may differ from these estimates. U.S. GAAP requires us to make estimates and judgments in several areas, including, but not limited to: (1) the recognition of revenue and particularly the determination as to whether revenue should be reported on a gross or a net basis; (2) the evaluation of our trade receivables and the recognition of a valuation allowance for doubtful accounts; (3) the recognition and measurement of goodwill and intangible assets and particularly costs capitalized in relation to our customized internal-use software; (4) the measurement of share-based compensation and (5) the tax provision determination and particularly the estimate of our annual effective tax rate based on applicable tax rates.

There have been no changes to our significant accounting policies described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 that have had a material impact on our unaudited condensed consolidated financial statements and related notes.

Accounting Pronouncements adopted in 2017

From January 1, 2017, we adopted ASU 2016-09, Compensation-Stock Compensation (Topic 718): Improvement to Employee Share-based Payment Accounting issued by the Financial Accounting Standards Board (FASB), which among other items, simplifies certain aspects of the accounting for share-based payment transactions to employees. The new standard particularly requires excess tax benefits and tax deficiencies to be recorded in the statements of income as a component of the provision for income taxes when stock awards vest or are settled. The effective date is January 1, 2017. Upon adoption, a cumulative effect of $10.0 million of this change has been recognized through retained earnings. The adoption of the standard also resulted in a current year tax expense of $1.4 million which previously would have been recognized in the current period in additional paid-in capital.

Accounting Pronouncements not yet adopted

In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805) ("ASU 2017-01") the purpose of which is to change the definition of a business to assist entities in evaluating when a set of transferred assets and activities is a business. This update will be effective for annual periods beginning after December 15, 2017, including interim periods within those periods. The adoption of ASU 2017-01 is not expected to have a material impact on our financial position or results of operations.

In January 2017, the FASB issued ASU 2017-04 Goodwill and Other (Topic 350). ASU 2017-04 simplifies the subsequent measurement of goodwill and reduces the cost and complexity of evaluating goodwill for impairment. It eliminates the need for entities to calculate the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. Under this amendment, an entity will perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge is recognized for the amount by which the carrying value exceeds the reporting unit's fair value. This update will be effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. The adoption of ASU 2017-04 is not expected to have a material impact on our financial position or results of operations.

In March 2017, FASB issued ASU 2017-07 Compensation-Retirements Benefits (Topic 715). ASU 2017-07 requires that an employer disaggregate the service cost component from the other components of net benefit cost. The amendments also provide explicit guidance on how to present the service cost component and the other components of net benefit cost in the income statement and allow only the service cost component of net benefit cost to be eligible for capitalization. The amendments in ASU 2017-07 improve the consistency, transparency, and usefulness of financial information to users that have communicated that the service cost component generally is analyzed differently from the other components of net benefit cost. This update will be effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. The amendments in ASU 2017-07 should be applied retrospectively for the presentation of the service cost component and the other components of net periodic pension cost and net periodic post-retirement benefit cost in the income statement and prospectively, on and after the effective date, for the capitalization of the service cost component of net periodic pension cost and net periodic post-retirement benefit in assets. We intend to adopt the standard on the effective date of January 1, 2018. The adoption of ASU 2017-07 is not expected to have a material impact on our financial position or results of operations.

In May 2017, the FASB issued ASU 2017-09 Compensation - Stock Compensation (Topic 718). ASU 2017-09 was issued to provide clarity and reduce diversity in practice and complexity when applying the guidance in Topic 718 to a change in terms or conditions of a share based payment award. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award changes as a result of the change in terms or conditions. The amendments are effective for annual periods and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted and should be applied prospectively to an award modified on or after the adoption date. To date, Criteo has not yet had any modifications of its share-based awards. We intend to adopt the standard on the effective date of January 1, 2018. The adoption of ASU 2017-09 is not expected to have a material impact on our financial position or results of operations.

In August 2017, the FASB issued ASU 2017-12 Derivatives and Hedging (Topic 815), Targeted Improvements to Accounting for Hedging Activities. ASU 2017-12 was issued with the objective of improving the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in it’s financial statements as well as to simply the application of hedge accounting guidance in current GAAP. The amendments in this update are effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU 2017-12 on its consolidated financial statements.

Note 2. Significant Events and Transactions of the Period

Restructuring of our China Operations

In May 2017, the Company announced it would no longer continue to serve the domestic market in China and would refocus its China operations entirely on the export business. As such, we have recorded $3.3 million in restructuring charges for the nine months ended September 30, 2017, as follows:



	Nine Months Ended
	September 30, 2017
	(in thousands)
Severance costs	$	802
Facility Exit Costs	2,265
Other	232
Total restructuring costs	$	3,299

For the three months ended September 30, 2017, no additional restructuring costs have been recorded in the period.

For the nine months ended September 30, 2017, $2.5 million was included in Other Cost of Revenue, $0.7 million in Sales and Operations expenses, and $0.1 million was included in General and Administrative expenses.

The following table summarizes restructuring activities as of September 30, 2017 included in other current liabilities on the balance sheet:



	Nine Months Ended
	September 30, 2017
	(in thousands)
Restructuring liability - January 1, 2017	$	—
Restructuring charges	3,299
Amounts paid	$	(1,200	)
Other	(231		)
Restructuring liability - September 30, 2017	$	1,868

Repayment of the amount drawn on the Group Revolving Credit Facility agreement

As of December 31, 2016, $75.0 million was drawn on the Multicurrency Revolving Facility Agreement relating to the acquisition of HookLogic. This amount was re-paid in full during the second quarter of 2017 resulting in a nil balance as of September 30, 2017.

Note 3. Financial Instruments

Credit Risk

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



	December 31, 2016		September 30, 2017

Cash and cash equivalents	$	270,317	$	357,983
Trade receivables, net of allowance	397,244		373,922
Other taxes	52,942		46,095
Other current assets	19,340		26,945
Non-current financial assets	17,029		19,350
Total	$	756,872	$	824,295

As of December 31, 2016 and September 30, 2017, no customer accounted for 10% or more of trade receivables.

We perform ongoing credit evaluations of our customers and do not require collateral. We maintain an allowance for estimated credit losses. During the twelve-month period ended December 31, 2016 and the nine-month period ended September 30, 2017, our allowance for doubtful accounts increased by $5.4 million and $5.1 million, respectively.

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

Fair Value Measurements

We measure the fair value of our cash equivalents, which include money market funds and interest bearing deposits, as level 1 and level 2 measurements because they are valued using quoted market prices and observable market data, respectively.

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

Trade Receivables

Credit risk is defined as an unexpected loss in cash and earnings if the client is unable to pay its obligations in due time. We perform internal ongoing credit risk evaluations of our clients. When a possible risk exposure is identified, we require prepayments.

For each period presented, the aging of trade receivables and allowances for potential losses is as follows:



	December 31, 2016									September 30, 2017
	Gross value		%		Allowance			%		Gross value		%		Allowance			%
	(in thousands)				(in thousands)					(in thousands)				(in thousands)

Not yet due	$	265,600	65.0	%	$	—		—	%	$	318,476	81.6	%	$	(8	)	—	%
0 - 30 days	92,163		22.5	%	(49		)	0.4	%	11,370		2.9	%	—			—	%
31 - 60 days	19,747		4.8	%	(182		)	1.6	%	20,100		5.1	%	(534		)	3.2	%
61 - 90 days	6,055		1.5	%	(191		)	1.6	%	8,136		2.1	%	(100		)	0.6	%
> 90 days	25,277		6.2	%	(11,176		)	96.4	%	32,560		8.3	%	(16,078		)	96.2	%
Total	$	408,842	100.0	%	$	(11,598	)	100.0	%	$	390,642	100.0	%	$	(16,720	)	100.0	%

Financial Liabilities



	December 31, 2016
	Carrying Value		Fair value

	(in thousands)
Trade payables	$	365,788	$	365,788
Other taxes	44,831		44,831
Employee-related payables	55,874		55,874
Other current liabilities	30,221		30,221
Financial liabilities	85,580		85,580
Total	$	582,294	$	582,294



	September 30, 2017
	Carrying Value		Fair value

	(in thousands)
Trade payables	$	350,690	$	350,690
Other taxes	42,713		42,713
Employee-related payables	59,661		59,661
Other current liabilities	26,802		26,802
Financial liabilities	10,468		10,468
Total	$	490,334	$	490,334

Derivative Financial Instruments

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



	December 31, 2016
	Carrying Value		Fair value

	(in thousands)
Derivative Assets:
Included in other current assets	$	—	$	—

Derivative Liabilities:
Included in financial liabilities - current portion	$	1,968	$	1,968



	September 30, 2017
	Carrying Value		Fair value

	(in thousands)
Derivative Assets:
Included in other current assets	$	—	$	—

Derivative Liabilities:
Included in financial liabilities - current portion	$	2,106	$	2,106

Cash and Cash Equivalents

Cash and cash equivalents include investments in money market funds and interest–bearing bank deposits which meet ASC 230—Statement of Cash flows criteria: short-term, highly liquid investments, for which the risks of changes in value are considered to be insignificant. Money market funds are considered level 1 financial instruments as they are valued using quoted market prices. Interest-bearing bank deposits are considered level 2 financial instruments as they are measured using valuation techniques based on observable market data.



	December 31, 2016
	Carrying Value		Fair value

	(in thousands)
Cash	$	31,688	$	31,688
Money market funds	88,091		88,091
Interest-bearing bank deposits	150,538		150,538
Total cash and cash equivalents	$	270,317	$	270,317



	September 30, 2017
	Carrying Value		Fair value

	(in thousands)
Cash	$	243,895	$	243,895
Money market funds	—		—
Interest-bearing bank deposits	114,088		114,088
Total cash and cash equivalents	$	357,983	$	357,983

Note 4. Trade Receivables

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



	December 31, 2016			September 30, 2017

	(in thousands)
Trade accounts receivables	$	408,842		$	390,642
(Less) Allowance for doubtful accounts	(11,598		)	(16,720		)
Net book value at end of period	$	397,244		$	373,922

Changes in allowance for doubtful accounts are summarized below:



	2016			2017

	(in thousands)
Balance at January 1	$	(6,264	)	$	(11,598	)
Allowance for doubtful accounts	(7,733		)	(7,849		)
Reversal of provision	2,760			3,378
Currency translation adjustment	(10		)	(651		)
Balance at September 30	$	(11,247	)	$	(16,720	)

The change in allowance for doubtful accounts during the first nine months of 2017 related mainly to increased business with categories of clients associated with a higher credit risk.

Note 5. Other Current Assets

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



	December 31, 2016		September 30, 2017

	(in thousands)
Prepayments to suppliers	$	2,439	$	6,056
Other debtors	3,263		4,491
Prepaid expenses	13,638		16,398
Gross book value at end of period	19,340		26,945
Net book value at end of period	$	19,340	$	26,945

Prepaid expenses mainly consist of office rentals.

Note 6. Intangible assets

The changes in intangible assets since December 31, 2016 mainly relate to purchase accounting adjustments to technology and customer relationships following the finalization of the Monsieur Drive (acquired on May 31, 2016) purchase price allocation as well as the preliminary purchase price allocation for HookLogic (acquired on November 9, 2016) in which technology and customer relationships were identified as intangible assets. A change in this preliminary valuation may also impact the income tax related accounts. The amounts shown below may change in the near term as management continues to assess the fair value of acquired assets and liabilities within the twelve-month purchase price allocation period.



	December 31, 2016			September 30, 2017

	Useful Lives (Years)	Amounts recognized as of Acquisition Date (in millions)		Useful Lives (Years)	Amounts recognized as of Acquisition Date (in millions)
Technology	3-5 years	$	34.1	3-5 years	$	30.3
Customer relationships	5-9 years	65.5		5-9 years	84.5
Total identifiable intangible assets acquired		$	99.6		$	114.8

In addition, no triggering events have occurred during the period which would indicate impairment in the balance of intangible assets.

The estimated amortization expense related to intangible assets for the next five years and thereafter is as follows:



	Software		Technology and customer relationships		Total
From October 1 to December 31, 2017	$	1,883	$	3,961	$	5,844
2018	6,546		15,678		22,224
2019	3,960		13,972		17,932
2020	1,577		8,628		10,205
2021	430		8,628		9,058
Thereafter	715		33,736		34,451
Total	$	15,111	$	84,603	$	99,714

Note 7. Goodwill



	Goodwill
	(in thousands)
Balance at January 1, 2017	$	209,418
Additions to goodwill	23,738
Currency translation adjustment	3,207
Balance at September 30, 2017	$	236,363

Changes in goodwill since December 31, 2016 relate to purchase accounting adjustments to intangible assets regarding HookLogic, further to the preliminary purchase price allocation as well as the finalization of the Monsieur Drive purchase price allocation (note 6).

In addition, no triggering events have occurred during the period which would indicate impairment in the balance of goodwill.

Note 8. Other Current Liabilities

Other current liabilities are presented in the following table:



	December 31, 2016		September 30, 2017

	(in thousands)
Clients' prepayments	$	9,176	$	17,407
Accounts payable relating to capital expenditures	15,484		7,198
Other creditors	2,440		1,749
Deferred revenue	3,121		448
Total	$	30,221	$	26,802

Note 9. Financial Liabilities

The changes in current and non-current financial liabilities during the period ended September 30, 2017 are illustrated in the following schedules:



	As of January 1, 2017		New borrowings		Repayments			Change in scope		Other ⁽¹⁾			Currency translation adjustment		As of September 30, 2017

	(in thousands)
Borrowings	$	5,524	$	3,867	$	(84,086	)	$	—	$	79,880		$	310	$	5,495
Other financial liabilities	477		3		(241		)	—		69			34		342
Derivative instruments	1,968		—		—			—		(92		)	230		2,106
Current portion	7,969		3,870		(84,327		)	—		79,857			574		7,943
Borrowings	77,397		—		—			—		(79,880		)	4,482		1,999
Other financial liabilities	214		360		—			—		(69		)	21		526
Non current portion	77,611		360		—			—		(79,949		)	4,503		2,525
Borrowings	82,921		3,867		(84,086		)	—		—			4,792		7,494
Other financial liabilities	691		363		(241		)	—		—			55		868
Derivative instruments	1,968		—		—			—		(92		)	230		2,106
Total	$	85,580	$	4,230	$	(84,327	)	$	—	$	(92	)	$	5,077	$	10,468

⁽¹⁾Includes reclassification from non-current to current portion based on maturity of the financial liabilities.

Borrowings are financial liabilities at amortized cost and are measured using level 2 fair value measurements.

We are party to several loan agreements and revolving credit facilities, or RCF, with third-party financial institutions. The only changes from what was disclosed in Note 14 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2016 are the amendment to the revolving credit facility entered into in September 2015, which, among other things, increased the facility amount from €250.0 million to €350.0 million and the amendment of the HSBC Chinese RCF which increased the facility amount from RMB 40.0 million to RMB 50.0 million.

Note 10. Share-Based Compensation

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

During the nine months ended September 30, 2017, there were three grants of RSUs and one grant of OSAs under the Employee Share Option Plan 9 and one grant of BSAs under the Plan F, as defined in Note 19 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2016.


•	On March 1, 2017, 231,460 RSUs were granted to Criteo employees subject to continued employment and 10,825 BSAs were granted to a board member subject to continued engagement on the board of directors.


•	On April 27, 2017, 139,386 RSUs were granted to Criteo employees subject to continued employment.

•

On June 27, 2017, 135,500 RSUs were granted to senior management subject to achievement of internal performance objectives and continued employment. Based on the assumptions known as of June 30, 2016, we determined share-based compensation expense by applying the probability of performance objectives completion. In addition, on June 27, 2017, 896,586 RSUs and 355,010 OSAs were granted to Criteo employees subject to continued employment.

On June 28, 2016, the general meeting of the shareholders authorized the board of directors (i) to grant up to 4,600,000 OSAs and/or RSUs, each representing the right to receive one ordinary share and (ii) to grant up to 120,000 BSAs, each representing the right to receive one ordinary share (any BSAs granted will also be deducted from the 4,600,000 limit), such authorizations collectively referred to as "Plan 10". On July 27, 2017, the board of directors granted 227,680 RSUs to Criteo employees subject to continued employment and 9,790 BSAs to board members subject to continued engagement on the board of directors under the Plan 10.

There have been no changes in the vesting and method of valuation of the BSPCEs, OSAs, RSUs, or BSAs from what was disclosed in Note 19 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on March 1, 2017.

Change in Number of BSPCE/OSA/RSU/BSA



	OSA/BSPCE		RSU		BSA		Total
Balance at January 1, 2017	4,960,092		3,243,279		188,125		8,391,496
Granted	355,010		1,630,612		20,615		2,006,237
Exercised	(1,515,081	)	—		(57,889	)	(1,572,970	)
Forfeited	(288,854	)	(347,411	)	—		(636,265	)
Expired	—		—		—		—
Balance at September 30, 2017	3,511,167		4,526,480		150,851		8,188,498

Breakdown of the Closing Balance



	OSA/BSPCE		RSU	BSA
Number outstanding	3,511,167		4,526,480	150,851
Weighted-average exercise price	€	27.66	NA	€	25.87
Number vested	2,111,897		NA	75,247
Weighted-average exercise price	€	22.06	NA	€	14.04
Weighted-average remaining contractual life of options outstanding, in years	7.13		NA	7.26

Reconciliation with the Consolidated Statements of Income



	Three Months Ended
	September 30, 2016												September 30, 2017

	(in thousands)
	R&D			S&O			G&A			Total			R&D			S&O			G&A			Total
RSUs	$	(3,295	)	$	(4,154	)	$	(2,471	)	$	(9,920	)	$	(5,929	)	$	(9,896	)	$	(3,956	)	$	(19,781	)
Share options / BSPCE	(986		)	(720		)	(1,505		)	(3,211		)	(432		)	(1		)	(1,169		)	(1,602		)
Total share-based compensation	(4,281		)	(4,874		)	(3,976		)	(13,131		)	(6,361		)	(9,897		)	(5,125		)	(21,383		)
BSAs	—			—			(834		)	(834		)	—			—			(645		)	(645		)
Total equity awards compensation expense	$	(4,281	)	$	(4,874	)	$	(4,810	)	$	(13,965	)	$	(6,361	)	$	(9,897	)	$	(5,770	)	$	(22,028	)



	Nine Months Ended
	September 30, 2016												September 30, 2017

	(in thousands)
	R&D			S&O			G&A			Total			R&D			S&O			G&A			Total
RSUs	$	(6,010	)	$	(7,638	)	$	(4,755	)	$	(18,403	)	$	(13,443	)	$	(23,028	)	$	(9,354	)	$	(45,825	)
Share options / BSPCE	(2,852		)	(3,114		)	(4,276		)	(10,242		)	(1,295		)	19			(3,570		)	(4,846		)
Total share-based compensation	(8,862		)	(10,752		)	(9,031		)	(28,645		)	(14,738		)	(23,009		)	(12,924		)	(50,671		)
BSA	—			—			(1,385		)	(1,385		)	—			—			(1,216		)	(1,216		)
Total equity awards compensation expense	$	(8,862	)	$	(10,752	)	$	(10,416	)	$	(30,030	)	$	(14,738	)	$	(23,009	)	$	(14,140	)	$	(51,887	)

Note 11. Financial Income and Expenses

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



	Three Months Ended
	September 30, 2016			September 30, 2017
	(in thousands)

Financial income from cash equivalents	$	295		$	189
Interest and fees	(555		)	(830		)
Interest on debt	(372		)	(635		)
Fees	(183		)	(195		)
Foreign exchange gain (loss)	(301		)	(2,227		)
Other financial expense	(9		)	(18		)
Total financial income (expense)	$	(570	)	$	(2,886	)

The $2.9 million financial expense for the three months ended September 30, 2017 was driven by the hedging cost related to an intra-group position between Criteo S.A. and its U.S. subsidiary in the context of the funding of the HookLogic acquisition in November 2016 and the non-utilization fees incurred as part of our available RCF financing. The $0.6 million financial expense for the three months ended September 30, 2016 was mainly the result of a limited impact of foreign exchange reevaluations and related hedging together with the recognition of the fees related to the revolving credit facility entered into in September 2015.



	Nine Months Ended
	September 30, 2016			September 30, 2017
	(in thousands)

Financial income from cash equivalents	$	1,165		$	639
Interest and fees	(1,643		)	(2,242		)
Interest on debt	(1,155		)	(1,853		)
Fees	(488		)	(389		)
Foreign exchange gain (loss)	(1,476		)	(5,660		)
Other financial expense	(28		)	(50		)
Total financial income (expense)	$	(1,982	)	$	(7,313	)

The $7.3 million financial expense for the nine months ended September 30, 2017 was driven by the interest accrued as a result of the $75 million drawn on the revolving credit facility entered into in September 2015 (as amended in March 2017) and the hedging cost related to an intra-group position between Criteo S.A. and its U.S. subsidiary, both in the context of the funding of the HookLogic acquisition in November 2016, as well as the non-utilization fees incurred as part of our available RCF financing. The $2.0 million financial expense for the nine months ended September 30, 2016 was mainly a result of the recognition of negative impact of foreign exchange reevaluations and related hedging recorded during the first quarter, together with the fees related to the revolving credit facility entered into in September 2015.

Note 12. Income Taxes

Breakdown of Income Taxes

Our tax provision for interim periods is determined using an estimate of our annual effective tax rate (“AETR”), adjusted for discrete items arising in that quarter. 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 changes, we make a cumulative adjustment in that quarter. Our quarterly tax provision, and our quarterly estimate of our annual effective tax rate, are subject to significant volatility due to several factors including our ability to accurately predict our income (loss) before provision for income taxes in multiple jurisdictions and the changes in foreign exchange rates. Our effective tax rate in the future will depend on the portion of our profits earned within and outside of France.

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



	Nine Months Ended
	September 30, 2016			September 30, 2017
	(in thousands)
Current income tax	$	(27,513	)	$	(36,293	)
France	(12,511		)	(14,164		)
International	(15,002		)	(22,129		)
Net change in deferred taxes	7,545			20,569
France	7,087			271
International	458			20,298
Provision for income taxes	$	(19,968	)	$	(15,724	)

For the nine months ended September 30, 2016 and 2017, we used an annual estimated tax rate of 30% and 30%, respectively, to calculate the provision for income taxes. The effective tax rate was 30.0% and 26.2% for the nine months ended September 30, 2016 and 2017, respectively. The difference between the annual estimated tax rate and the effective tax rate for nine months ended September 30, 2017 is due to the tax impact of discrete items such as share-based compensation in the United States.

Current tax assets and liabilities

The total amount of current tax assets consists mainly of prepayments of income taxes by Criteo S.A., Criteo Corp. and Criteo Brazil. The current tax liabilities refers mainly to the net corporate tax payables of Criteo Italy, Criteo K.K. and Criteo Deutschland.

Ongoing tax inspection in the United States

On September 27, 2017, we received a draft notice of proposed adjustment from the Internal Revenue Service ("IRS") audit of Criteo Corp. for the year ended December 31, 2014. The amount of adjustments that may be asserted by the IRS in the final notice of proposed adjustment cannot be quantified at this time; however, based on the draft notice received, the amount to be assessed may be material. We strongly disagree with the IRS's position as asserted in the draft notice of proposed adjustment and intend to contest it.

Note 13. Earnings Per Share

Basic Earnings Per Share

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



	Three Months Ended				Nine Months Ended
	September 30, 2016		September 30, 2017		September 30, 2016		September 30, 2017
	(in thousands, except share and per share data)

Net income attributable to shareholders of Criteo S.A.	$	13,539	$	19,774	$	42,869	$	38,185
Weighted average number of shares outstanding	63,628,351		65,412,326		63,163,922		64,881,751
Basic earnings per share	$	0.21	$	0.30	$	0.68	$	0.59

Diluted Earnings Per Share

We calculate diluted earnings per share by dividing the net income attributable to shareholders of the Parent by the weighted average number of shares outstanding plus any potentially dilutive shares not yet issued from share-based compensation plans (see Note 10). There were no other potentially dilutive instruments outstanding as of September 30, 2016 and 2017. Consequently, all potential dilutive effects from shares are considered.

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



	Three Months Ended				Nine Months Ended
	September 30, 2016		September 30, 2017		September 30, 2016		September 30, 2017
	(in thousands, except share and per share data)

Net income attributable to shareholders of Criteo S.A.	$	13,539	$	19,774	$	42,869	$	38,185
Weighted average number of shares outstanding of Criteo S.A.	63,628,351		65,412,326		63,163,922		64,881,751
Dilutive effect of :
Restricted share awards ("RSUs")	266,970		1,615,344		152,317		1,497,121
Share options and BSPCE	1,841,080		1,116,117		2,030,088		1,421,857
Share warrants	80,021		56,556		83,430		76,062
Weighted average number of shares outstanding used to determine diluted earnings per share	65,816,422		68,200,343		65,429,757		67,876,791
Diluted earnings per share	$	0.21	$	0.29	$	0.66	$	0.56

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



	Three Months Ended		Nine Months Ended
	September 30, 2016	September 30, 2017	September 30, 2016	September 30, 2017

Restricted share awards	32,176	1,168,812	345,732	470,125
Share options and BSPCE	455,474	516,668	426,777	362,861
Share warrants	—	—	—	—
Weighted average number of anti-dilutive securities excluded from diluted earnings per share	487,650	1,685,480	772,509	832,986

Note 14. Commitments and contingencies

Commitments

Leases

We are party to various contractual commitments mainly related to our offices as well as hosting services. There have been no significant changes in future payment obligations for these contractual commitments from what was disclosed in Note 23 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2016. Certain of these arrangements have free rent periods or escalating rent payment provisions, and we recognize rent expense under such arrangements on a straight-line basis.

Rent expenses relating to our offices totaled $8.3 million and $8.9 million for the three-month period ended September 30, 2016 and 2017, respectively and $23.3 million and $26.3 million for the nine-month period ended September 30, 2016 and 2017, respectively.

Hosting costs totaled $10.6 million and $13.1 million for the three-month period ended September 30, 2016 and 2017, respectively and $30.4 million and $44.2 million for the nine-month period ended September 30, 2016 and 2017, respectively.

Revolving Credit Facilities, Credit Line Facilities and Bank Overdrafts

As mentioned in Note 9, we are party to two RCFs including one with HSBC for which we can draw up to RMB 50.0 million ($7.5 million) and one with a syndicate of banks which allow us to draw up to €350.0 million ($413.2 million), further to the amendment signed in March 2017 increasing the facility amount from €250.0 million to €350.0 million and extending the term of the contract from 2020 to 2022. As of September 30, 2017, RMB 30.0 million ($4.5 million), and €0.0 million ($0.0 million), respectively, were drawn on the RCFs.

Both of these credit facilities are unsecured and contain customary events of default but do not contain any affirmative, financial or negative covenants, with the exception of the €350.0 million ($413.2 million) RCF which contains covenants, including compliance with a total net debt to adjusted EBITDA ratio and restrictions on incurring additional indebtedness. As of September 30, 2017, we were in compliance with the required leverage ratio.

Contingencies

Changes in provisions during the presented periods are summarized below:



	Provision for employee-related litigation			Other provisions			Total
	(in thousands)
Balance at January 1, 2017	$	485		$	169		$	654
Increase	275			964			1,239
Provision used	(250		)	—			(250		)
Provision released not used	(100		)	(58		)	(158		)
Currency translation adjustments	36			32			68
Balance at September 30, 2017	$	446		$	1,107		$	1,553
- of which current	446			1,107			1,553

The amount of the provisions represent management’s best estimate of the future outflow. As of September 30, 2017, provisions are mainly in relation to employee-related litigations and business and operating risks.

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

The Company operates in the following three geographical markets:


•	Americas (North and South America);


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


•	Asia-Pacific.

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



	Americas		EMEA		Asia-Pacific		Total
For the three months ended:	(in thousands)

September 30, 2016	$	160,739	$	157,921	$	105,207	$	423,867
September 30, 2017	$	228,326	$	207,168	$	128,479	$	563,973

Revenue generated in France, the country of incorporation of the Parent, amounted to $31.8 million and $38.2 million for the three months ended September 30, 2016 and 2017, respectively.



	Americas		EMEA		Asia-Pacific		Total
For the nine months ended:	(in thousands)

September 30, 2016	$	464,435	$	471,226	$	296,660	$	1,232,321
September 30, 2017	$	665,731	$	587,942	$	368,988	$	1,622,661

Revenue generated in France, the country of incorporation of the Parent, amounted to $95.2 million and $111.8 million for the nine months ended September 30, 2016 and 2017, respectively.

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



	Three Months Ended				Nine Months Ended
	September 30, 2016		September 30, 2017		September 30, 2016		September 30, 2017
	(in thousands)

Americas
United States	$	134,504	$	200,801	$	395,769	$	578,806
EMEA
Germany	$	33,692	$	41,882	$	98,278	$	132,814
United Kingdom	$	24,285	$	26,422	$	80,024	$	82,971
Asia-Pacific
Japan	$	76,841	$	87,400	$	209,404	$	266,813

As of September 30, 2016 and 2017, our largest client represented 2.5% and 2.1%, respectively, of our consolidated revenue.

Other Information

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



					Of which						Of which		Of which
	Holding		Americas		United States		EMEA		Asia-Pacific		Singapore		Japan		Total
(in thousands)

December 31, 2016	$	55,052	$	123,308	$	122,474	$	7,132	$	26,033	$	11,574	$	8,965	$	211,525
September 30, 2017	$	68,176	$	131,611	$	131,197	$	8,319	$	26,493	$	11,388	$	10,499	$	234,599

Note 16. Related Parties

There were no significant related-party transactions during the period nor any change in the nature of the transactions as described in Note 24 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

Note 17. Subsequent Events

On October 31, 2017, we announced that we decided to discontinue the product Criteo Predictive Search. We expect that this will result in approximately $4.5 million in total restructuring costs, of which $2.0 million relates to the write-off of acquisition related intangible assets, across the fourth quarter of 2017 and the first quarter of 2018.

The Company evaluated all other subsequent events that occurred after September 30, 2017 through the date of issuance of the unaudited condensed consolidated financial statements and determined there are no other significant events that require adjustments or disclosure.

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

The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2016, filed with the Securities and Exchange Commission, or "SEC", on March 1, 2017.

Critical Accounting Policies and Estimates

There have been no material changes to our critical accounting policies and estimates from the information provided in Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations," included in our Annual Report filed on Form 10-K for the year ended December 31, 2016.

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 2017.

Use of Non-GAAP Financial Measures

This Form 10-Q includes the following financial measures defined as non-GAAP financial measures by the SEC: Revenue ex-TAC, Adjusted EBITDA and Adjusted Net Income. These measures are not calculated in accordance with U.S. GAAP.

Revenue ex-TAC is our revenue excluding Traffic Acquisition Costs ("TAC") generated over the applicable measurement period and Revenue ex-TAC by Region reflects our Revenue ex-TAC by our core geographies. Revenue ex-TAC, Revenue ex-TAC by Region and Revenue ex-TAC margin are key measures used by our management and board of directors to evaluate our operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, we believe that the elimination of TAC from revenue can provide a useful measure for period-to-period comparisons of our core business and across our core geographies. Accordingly we believe that Revenue ex-TAC, Revenue ex-TAC by Region and Revenue ex-TAC margin provide useful information to investors and the market generally in understanding and evaluating our operating results in the same manner as our management and board of directors.

Adjusted EBITDA is our consolidated earnings before financial income (expense), income taxes, depreciation and amortization, adjusted to eliminate the impact of equity awards compensation expense, pension service costs, restructuring costs, acquisition-related costs and deferred price consideration. Adjusted EBITDA is a key measure used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short‑ and long-term operational plans. In particular, we believe that by eliminating equity awards compensation expense, pension service costs, restructuring costs, acquisition-related costs and deferred price consideration, Adjusted EBITDA can provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and the market generally in understanding and evaluating our results of operations in the same manner as our management and board of directors.

Adjusted Net Income is our net income adjusted to eliminate the impact of equity awards compensation expense, amortization of acquisition-related intangible assets, restructuring costs, acquisition-related costs and deferred price consideration, and the tax impact of these adjustments. Adjusted Net Income and Adjusted Net Income per diluted share are key measures used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, we believe that by eliminating equity awards compensation expense, amortization of acquisition-related intangible assets, restructuring costs, acquisition-related costs and deferred price consideration and the tax impact of these adjustments, Adjusted Net Income and Adjusted Net Income per diluted share can provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Adjusted Net Income and Adjusted Net Income per diluted share provide useful information to investors and the market generally in understanding and evaluating our results of operations in the same manner as our management and board of directors.

Please refer to the supplemental financial tables provided for a reconciliation of Revenue ex-TAC to revenue, Adjusted EBITDA to net income, and Adjusted Net Income to net income in each case, the most comparable U.S. GAAP measurement. Our use of non-GAAP financial measures has limitations as an analytical tool, and you should not consider them in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Some of these limitations are: (1) other companies, including companies in our industry which have similar business arrangements, may address the impact of TAC differently; and (2) other companies may report Revenue ex-TAC, Adjusted EBITDA, Adjusted Net Income, or similarly titled measures but calculate them differently or over different regions, which reduces their usefulness as comparative measures. Because of these and other limitations, you should consider these measures alongside our U.S. GAAP financial results, including revenue and net income.

Condensed Consolidated Statements of Income Data (Unaudited):



	Three Months Ended						Nine Months Ended
	September 30, 2016			September 30, 2017			September 30, 2016			September 30, 2017
	(in thousands, except share and per share data)

Revenue	$	423,867		$	563,973		$	1,232,321		$	1,622,661

Cost of revenue ⁽²⁾:
Traffic acquisition costs	(247,310		)	(329,576		)	(727,034		)	(958,469		)
Other cost of revenue	(22,332		)	(29,951		)	(60,950		)	(89,914		)
Gross profit	154,225			204,446			444,337			574,278

Operating expenses
Research and development expenses ⁽²⁾	(30,701		)	(43,860		)	(88,097		)	(126,992		)
Sales and operations expenses ⁽²⁾	(68,164		)	(95,184		)	(201,862		)	(283,815		)
General and administrative expenses ⁽²⁾	(32,492		)	(32,389		)	(85,839		)	(96,143		)
Total operating expenses	(131,357		)	(171,433		)	(375,798		)	(506,950		)
Income from operations	22,868			33,013			68,539			67,328
Financial income (expense)	(570		)	(2,886		)	(1,982		)	(7,313		)
Income before taxes	22,298			30,127			66,557			60,015
Provision for income taxes	(7,574		)	(7,858		)	(19,968		)	(15,724		)
Net income	$	14,724		$	22,269		$	46,589		$	44,291
Net income available to shareholders of Criteo S.A. ⁽¹⁾	$	13,539		$	19,774		$	42,869		$	38,185
Net income available to shareholders of Criteo S.A. per share:
Basic	$	0.21		$	0.30		$	0.68		$	0.59
Diluted	$	0.21		$	0.29		$	0.66		$	0.56

Weighted average shares outstanding used in computing per share amounts:
Basic	63,628,351			65,412,326			63,163,922			64,881,751
Diluted	65,816,422			68,200,343			65,429,757			67,876,791

⁽¹⁾For the three months ended September 30, 2016 and 2017, this excludes $1.2 million and $2.5 million, respectively, and for the nine months ended September 30, 2016 and 2017, this excludes $3.7 million and $6.1 million, respectively, of net income attributable to non-controlling interests held by Yahoo! Japan in our Japanese subsidiary Criteo KK.

⁽²⁾ Cost of revenue and operating expenses include equity awards compensation expense, pension service costs, depreciation and amortization expense, restructuring costs, acquisition-related costs and deferred price consideration as follows:

Detailed Information on Selected Items:



		Three Months Ended				Nine Months Ended
		September 30, 2016		September 30, 2017		September 30, 2016		September 30, 2017
	(in thousands)
Equity awards compensation expense
Research and development expenses		$	4,667	$	6,361	$	9,248	$	14,738
Sales and operations expenses		5,143		9,897		11,021		23,009
General and administrative expenses		4,155		5,770		9,761		14,140
Total equity awards compensation expense		$	13,965	$	22,028	$	30,030	$	51,887

Pension service costs
Research and development expenses		55		161		160		459
Sales and operations expenses		38		65		107		184
General and administrative expenses		39		94		125		267
Total pension service costs ^(a)		$	132	$	320	$	392	$	910

Depreciation and amortization expense
Cost of revenue		10,406		14,320		27,846		38,419
Research and development expenses ^(b)		1,640		2,822		5,105		8,857
Sales and operations expenses ^(c)		1,813		5,102		5,604		14,988
General and administrative expenses		912		1,511		2,033		3,968
Total depreciation and amortization expense		$	14,771	$	23,755	$	40,588	$	66,232

Acquisition-related costs
General and administrative expenses		1,793		—		1,941		—
Total acquisition-related costs		$	1,793	$	—	$	1,941	$	—

Acquisition-related deferred price consideration
Research and development expenses		3		—		88		—
Total acquisition-related deferred price consideration		$	3	$	—	$	88	$	—

Restructuring
Cost of revenue		—		—		—		2,497
Sales and operations expenses		—		—		—		690
General and administrative expenses		—		—		—		112
Total Restructuring		$	—	$	—	$	—	$	3,299

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

(b) Includes acquisition-related amortization of intangible assets of $1.0 million and $1.9 million for the three months ended September 30, 2016 and 2017, respectively, and $3.5 million and $6.4 million for the nine months ended September 30, 2016 and 2017, respectively.

(c) Includes acquisition-related amortization of intangible assets of $2.5 million for the three months ended September 30, 2017 and $7.4 million for the nine months ended September 30, 2017.

Consolidated Statements of Financial Position Data (Unaudited):



	December 31, 2016		September 30, 2017

	(in thousands)
Cash and cash equivalents	$	270,317	$	357,983
Total assets	1,211,186		1,358,194
Trade receivables, net of allowances for doubtful accounts	397,244		373,922
Total financial liabilities	85,580		10,468
Total liabilities	601,309		544,927
Total equity	$	609,877	$	813,267

Other Financial and Operating Data (Unaudited):



	Three Months Ended				Nine Months Ended
	September 30, 2016		September 30, 2017		September 30, 2016		September 30, 2017

	(in thousands)
Number of clients	12,882		17,299		12,882		17,299
Revenue ex-TAC ⁽³⁾	$	176,557	$	234,397	$	505,287	$	664,192
Adjusted Net Income ⁽⁴⁾	$	31,299	$	44,416	$	81,277	$	101,476
Adjusted EBITDA⁽⁵⁾	$	53,532	$	79,116	$	141,578	$	189,656

⁽³⁾We define Revenue ex-TAC (Traffic Acquisition Costs) as our revenue excluding traffic acquisition costs, or TAC, generated over the applicable measurement period. Revenue ex-TAC is not a measure calculated in accordance with U.S. GAAP. We have included Revenue ex-TAC in this Form 10-Q because it is a key measure used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, we believe that the elimination of TAC from revenue can provide a useful measure for period-to-period comparisons of our core business. Accordingly, we believe that Revenue ex-TAC provides useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors. Our use of Revenue ex-TAC has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Some of these limitations are: (a) other companies, including companies in our industry which have similar business arrangements, may address the impact of TAC differently; (b) other companies may report Revenue ex-TAC or similarly titled measures but calculate them differently, which reduces their usefulness as a comparative measure. Because of these and other limitations, you should consider Revenue ex-TAC alongside our other U.S. GAAP financial results, including revenue. The following table presents a reconciliation of Revenue ex-TAC to revenue, the most directly comparable U.S. GAAP measure, for each of the periods indicated:



	Three Months Ended						Nine Months Ended
	September 30, 2016			September 30, 2017			September 30, 2016			September 30, 2017

	(in thousands)
Revenue	$	423,867		$	563,973		$	1,232,321		$	1,622,661
Adjustment:
Traffic acquisition costs	(247,310		)	(329,576		)	(727,034		)	(958,469		)
Revenue ex-TAC	$	176,557		$	234,397		$	505,287		$	664,192

⁽⁴⁾We define Adjusted Net Income as our net income adjusted to eliminate the impact of equity awards compensation expense, amortization of acquisition-related intangible assets, restructuring costs, acquisition-related costs and deferred price consideration, and the tax impact of the foregoing adjustments. Adjusted Net Income is not a measure calculated in accordance with U.S. GAAP. We have included Adjusted Net Income in this Form 10-Q because it is a key measure used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, we believe that the elimination of equity awards compensation expense, amortization of acquisition-related intangible assets, restructuring costs, acquisition-related costs and deferred price consideration, and the tax impact of the foregoing adjustments in calculating Adjusted Net Income can provide a useful measure for period-to-period comparisons of our core business. Accordingly, we believe that Adjusted Net Income provides useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors. Our use of Adjusted Net Income has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Some of these limitations are: (a) Adjusted Net Income does not reflect the potentially dilutive impact of equity-based compensation or the impact of certain acquisition related costs; and (b) other companies, including companies in our industry, may calculate Adjusted Net Income or similarly titled measures differently, which reduces their usefulness as a comparative measure. Because of these and other limitations, you should consider Adjusted Net Income alongside our other U.S. GAAP financial results, including net income. The following table presents a reconciliation of Adjusted Net Income to net income, the most directly comparable U.S. GAAP measure, for each of the periods indicated:



	Three Months Ended						Nine Months Ended
	September 30, 2016			September 30, 2017			September 30, 2016			September 30, 2017

	(in thousands)
Net income	$	14,724		$	22,269		$	46,589		$	44,291
Adjustments:
Equity awards compensation expense	13,965			22,028			30,030			51,887
Amortization of acquisition-related intangible assets	943			4,428			3,145			13,879
Acquisition-related costs	1,793			—			1,941			—
Acquisition-related deferred price consideration	3			—			88			—
Restructuring	—			—			—			3,299
Tax impact of the above adjustments	(129		)	(4,309		)	(516		)	(11,880		)
Adjusted Net Income	$	31,299		$	44,416		$	81,277		$	101,476

⁽⁵⁾ We define Adjusted EBITDA as our consolidated earnings before financial income (expense), income taxes, depreciation and amortization, adjusted to eliminate the impact of equity awards compensation expense, pension service costs, restructuring costs, acquisition-related costs and deferred price consideration. Adjusted EBITDA is not a measure calculated in accordance with U.S. GAAP. We have included Adjusted EBITDA in this Form 10-Q because it is a key measure used by our management and board of directors to understand and evaluate our core operating performance and trends to prepare and approve our annual budget and to develop short and long-term operational plans. In particular, we believe that the elimination of equity awards compensation expense, pension service costs, restructuring costs, acquisition-related costs and deferred price consideration in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons of our core business. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors. Our use of Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Some of these limitations are: (a) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; (b) Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; (c) Adjusted EBITDA does not reflect the potentially dilutive impact of equity-based compensation; (d) Adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us; and (e) other companies, including companies in our industry, may calculate Adjusted EBITDA or similarly titled measures differently, which reduces their usefulness as a comparative measure. Because of these and other limitations, you should consider Adjusted EBITDA alongside our other U.S. GAAP financial results, including net income. The following table presents a reconciliation of Adjusted EBITDA to net income, the most directly comparable U.S. GAAP measure, for each of the periods indicated:



	Three Months Ended				Nine Months Ended
	September 30, 2016		September 30, 2017		September 30, 2016		September 30, 2017
	(in thousands)
Net income	$	14,724	$	22,269	$	46,589	$	44,291
Adjustments:
Financial expense (income)	570		2,886		1,982		7,313
Provision for income taxes	7,574		7,858		19,968		15,724
Equity awards compensation expense	13,965		22,028		30,030		51,887
Pension service costs	132		320		392		910
Depreciation and amortization expense	14,771		23,755		40,588		66,232
Acquisition-related costs	1,793		—		1,941		—
Acquisition-related deferred price consideration	3		—		88		—
Restructuring	—		—		—		3,299
Total net adjustments	38,808		56,847		94,989		145,365
Adjusted EBITDA	$	53,532	$	79,116	$	141,578	$	189,656

Results of Operations for the Periods Ended September 30, 2016 and 2017 (Unaudited)

The tables as of September 30, 2017 presented below include the contribution of HookLogic Inc. (acquisition of the company completed on November 9, 2016).

Revenue

Three months ended September 30, 2017 compared to the three months ended September 30, 2016



	Three Months Ended
	September 30, 2016		September 30, 2017			2017 vs 2016

	(in thousands)
Revenue as reported	$	423,867	$	563,973		33.1	%
Conversion impact U.S dollar/other currencies			(2,509		)
Revenue at constant currency ⁽¹⁾	423,867		561,464			32.5	%
Americas
Revenue as reported	160,739		228,326			42.0	%
Conversion impact U.S dollar/other currencies			(1,021		)
Revenue at constant currency ⁽¹⁾	160,739		227,305			41.4	%
EMEA
Revenue as reported	157,921		207,168			31.2	%
Conversion impact U.S dollar/other currencies			(8,226		)
Revenue at constant currency ⁽¹⁾	157,921		198,942			26.0	%
Asia-Pacific
Revenue as reported	105,207		128,479			22.1	%
Conversion impact U.S dollar/other currencies			6,738
Revenue at constant currency⁽¹⁾	$	105,207	$	135,217		28.5	%

⁽¹⁾Growth at constant currency excludes the impact of foreign currency fluctuations and is computed by applying the 2016 average exchange rates for the relevant period to 2017 figures. We have included revenue at constant currency in this Form 10-Q because it is a key measure used by our management and board of directors to evaluate operating performance. Management reviews and analyzes business results excluding the effect of foreign currency translation because they believe this better represents our underlying business trends.

Revenue for the three months ended September 30, 2017 increased to $564.0 million, growing 33.1% (or 32.5% on a constant currency basis), compared to the three months ended September 30, 2016. Revenue from new clients contributed 67.1% to the year-over-year revenue growth , while revenue from existing clients contributed 32.9% to the year-over-year revenue growth. This increase in revenue was primarily driven by continued innovation across devices, our broader and improved access to publisher inventory, and the addition of over 4,400 net new clients across regions, sizes and products. Technology improvements and broader inventory reach helped generate more revenue from existing clients at constant currency. Our ability to convert and maintain a large portion of our clients to uncapped budgets was a key driver of the increase in revenue per existing client across large and midmarket clients.

The year-over-year increase was the result of our growth across all regions. Revenue in the Americas region increased 42.0% (or 41.4% on a constant currency basis) to $228.3 million for the three months ended September 30, 2017 compared to the three months ended September 30, 2016, and the region remained the largest contributor to our global growth. Revenue in the U.S., our largest market worldwide, increased 47% at constant currency over the period. We continued to add clients in both Tier-1 and midmarket and further grew Criteo Sponsored Products with retailers and brands in the U.S. market. Revenue in EMEA increased 31.2% (or 26.0% on a constant currency basis) to $207.2 million for the three months ended September 30, 2017 compared to the three months ended September 30, 2016. This was largely driven by the growth in our existing clients' spending with us, across verticals and client sizes, in particular in large European markets, as well as the early deployment of Criteo Sponsored Products in the region. Revenue in the Asia-Pacific region increased 22.1% (or 28.5% on a constant currency basis) to $128.5 million for the three months ended September 30, 2017 compared to the three months ended September 30, 2016. This growth continued to be led by existing Tier-1 clients in Japan and Korea and new midmarket clients across the region.

Additionally, our $564.0 million of revenue for the three months ended September 30, 2017 was positively impacted by $2.5 million as a result of changes in foreign currency against the U.S. dollar compared to the three months ended September 30, 2016.

The year-over-year growth in revenue on a constant currency basis is primarily attributable to an increased number of clicks delivered on the advertising banners displayed by us.

The release of Apple's Intelligent Tracking Prevention feature, or ITP, on September 19, 2017 had a minimal net negative impact on our Revenue and Traffic Acquisition Costs ("TAC") in the third quarter of 2017 of less than $1.0 million. Given our expectations for the iOS 11 roll out and our coverage of Safari users, we expect ITP will have a net negative impact on our Revenue and TAC in the fourth quarter of 2017 between 8% and 10% relative to our base case projections for the quarter. Factored into our 2018 plans, we currently expect ITP could have a net negative impact on our Revenue and TAC ranging from 9% to 13% next year relative to our base case projections as the roll out of iOS11 continues and we improve our ability to mitigate a larger portion of the ITP impact. Refer to Part II Item 1A. "Risk Factors".

Nine months ended September 30, 2017 compared to the nine months ended September 30, 2016



	Nine Months Ended
	September 30, 2016		September 30, 2017			2017 vs 2016

	(in thousands)
Revenue as reported	$	1,232,321	$	1,622,661		31.7	%
Conversion impact U.S dollar/other currencies			10,107
Revenue at constant currency ⁽¹⁾	1,232,321		1,632,768			32.5	%
Americas
Revenue as reported	464,435		665,731			43.3	%
Conversion impact U.S dollar/other currencies			(5,739		)
Revenue at constant currency ⁽¹⁾	464,435		659,992			42.1	%
EMEA
Revenue as reported	471,226		587,942			24.8	%
Conversion impact U.S dollar/other currencies			8,507
Revenue at constant currency ⁽¹⁾	471,226		596,449			26.6	%
Asia-Pacific
Revenue as reported	296,660		368,988			24.4	%
Conversion impact U.S dollar/other currencies			7,339
Revenue at constant currency⁽¹⁾	$	296,660	$	376,327		26.9	%

Revenue for the nine months ended September 30, 2017 increased to $1,622.7 million, growing 31.7% (or 32.5% on a constant currency basis), compared to the nine months ended September 30, 2016. Revenue from new clients contributed 50.5% to the year-over-year revenue growth , while revenue from existing clients contributed 49.5% to the year-over-year revenue growth. This increase in revenue was primarily driven by continued innovation across our core technology and new initiatives, our broader and improved access to publisher inventory, and the addition of over 4,400 net new clients across regions, sizes and products. Technology improvements and broader inventory reach continued to help generate more revenue from existing clients at constant currency. Our ability to convert and maintain a large portion of our clients to uncapped budgets remained a key driver of the increase in revenue per existing client across large and midmarket clients.

The year-over-year increase was the result of our growth across all regions. Revenue in the Americas region increased 43.3% (or 42.1% on a constant currency basis) to $665.7 million for the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016, and the region remained the largest contributor to our global

growth. We saw a continued high pace of new business and additions in both Tier-1 and midmarket clients, partly driven by higher-level client discussions enabled by new product initiatives, like CRM onboarding and store-to-web retargeting campaigns. The deployment of Criteo Sponsored Products with new retailers and brands in the U.S. continued to foster the growth in the region. Revenue in EMEA increased 24.8% (or 26.6% on a constant currency basis) to $587.9 million for the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016. Our business with existing clients, in particular the largest ones, continued to be strong over the period. Our large Western European markets, in particular Germany, continued to post solid double-digit growth across Tier 1 and midmarket clients. We continued to deploy Criteo Sponsored Products in the largest markets in the region. Revenue in the Asia-Pacific region increased 24.4% (or 26.9% on a constant currency basis) to $369.0 million for the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016. Japan and Korea continued to post solid growth, in particular with existing large clients, and midmarket growth remained strong across the various markets in the region.

Additionally, our $1,622.7 million of revenue for the nine months ended September 30, 2017 was negatively impacted by $10.1 million as a result of changes in foreign currency against the U.S. dollar compared to the nine months ended September 30, 2016.

The year-over-year growth in revenue on a constant currency basis is primarily attributable to an increased number of clicks delivered on the advertising banners displayed by us.

As discussed above, Revenue and Traffic Acquisition Costs in the nine months ended September 30, 2017 were also affected by the roll out of iOS 11.

Cost of Revenue

Three months ended September 30, 2017 compared to the three months ended September 30, 2016



	Three Months Ended						% change
	September 30, 2016			September 30, 2017			2017 vs 2016

	(in thousands, except percentages)
Traffic acquisition costs	$	(247,310	)	$	(329,576	)	33.3%
Other cost of revenue	$	(22,332	)	$	(29,951	)	34.1%
% of revenue	(63.6		)%	(63.7		)%
Gross profit %	36.4		%	36.3		%

Cost of revenue for the three months ended September 30, 2017 increased $89.9 million, or 33.3%, compared to the three months ended September 30, 2016. This increase was primarily the result of an increase of $82.3 million, or 33.3% (or 32.7% on a constant currency basis), in traffic acquisition costs and a $7.6 million, or 34.1% (or 34.8% on a constant currency basis), increase in other cost of revenue.

The increase in traffic acquisition costs related primarily to an increase of 31% in the number of impressions we purchased, driven by both publishers with whom we have direct relationships, including through the Criteo Publisher Marketplace and our Criteo Direct Bidder, the main real-time bidding exchanges, both global and local, as well as large retailers working with Criteo Sponsored Products. . Over the period, the average cost per thousand impressions (or "CPM"), including Criteo Sponsored Products, increased by 1.8% (or 1.3% on a constant currency basis).

The year-over year growth in traffic acquisition costs was the result of our strong growth across all geographies. Traffic acquisition costs in the Americas region increased 45.9% (or 45.0% on a constant currency basis) to $141.9 million for the three months ended September 30, 2017 compared to the three months ended September 30, 2016, as we deployed our Criteo Direct Bidder solution with new large publishers, maintained strong direct relationships with large premium publishers and saw the purchases of impressions from the main real-time bidding exchanges also increase. Traffic acquisition costs in EMEA increased 32.6% (or 27.0% on a constant currency basis) to $115.4 million for the three months ended September 30, 2017 compared to the three months ended September 30, 2016, as our purchases of impressions from both large publishers with whom we have direct relationships, including through Criteo Direct Bidder, and the main real-time bidding exchanges increased across markets in the region. In the quarter, we incurred exceptional publisher costs to seed the future growth of Criteo Sponsored Products in the region. Traffic acquisition costs in the Asia-Pacific region increased 14.7% (or 21.0% on a constant currency basis) to $72.3 million for the three months ended September 30, 2017 compared to the three months ended September 30, 2016, as we continued to deploy Criteo Direct Bidder in the region, increased our

purchases of impressions from global and local real-time bidding exchanges and maintained strong relationships with large premium publishers in the region, in particular in Japan.

The increase in other cost of revenue includes a $2.5 million increase in hosting costs, a $3.9 million increase in allocated depreciation and amortization expense and a $1.2 million increase in other cost of sales, including additional purchases of third-party data.

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

Nine months ended September 30, 2017 compared to the nine months ended September 30, 2016



	Nine Months Ended						% change
	September 30, 2016			September 30, 2017			2017 vs 2016

	(in thousands, except percentages)
Traffic acquisition costs	$	(727,034	)	$	(958,469	)	31.8%
Other cost of revenue	$	(60,950	)	$	(89,914	)	47.5%
% of revenue	(63.9		)%	(64.6		)%
Gross profit %	36.1		%	35.4		%

Cost of revenue for the nine months ended September 30, 2017 increased $260.4 million, or 33.0%, compared to the nine months ended September 30, 2016. This increase was primarily the result of an increase of $231.4 million, or 31.8% (or 33.0% on a constant currency basis), in traffic acquisition costs and a $29.0 million, or 47.5% (or 49.1% on a constant currency basis), increase in other cost of revenue.

The increase in traffic acquisition costs related primarily to an increase of 34% in the number of impressions we purchased, driven by both publishers with whom we have direct relationships, including through the Criteo Publisher Marketplace and our Criteo Direct Bidder, the main real-time bidding exchanges, both global and local, as well as large retailers working with Criteo Sponsored Products. Over the period, the average cost per thousand impressions (or "CPM"), including Criteo Sponsored Products, decreased by 1.5% (or 0.9% on a constant currency basis).

The year-over year growth in traffic acquisition costs was the result of our strong growth across all geographies. Traffic acquisition costs in the Americas region increased 46.1% (or 45.0% on a constant currency basis) to $416.0 million for the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016, as we deployed our Criteo Direct Bidder solution with new large publishers, maintained strong direct relationships with large premium publishers and saw the purchases of impressions from the main real-time bidding exchanges also increase. Traffic acquisition costs in EMEA increased 24.3% (or 26.0% on a constant currency basis) to $329.6 million for the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016, as our purchases of impressions from both large publishers with whom we have direct relationships, including through Criteo Direct Bidder, and the main real-time bidding exchanges increased across several markets in the region. Traffic acquisition costs in the Asia-Pacific region increased 20.1% (or 23.0% on a constant currency basis) to $212.8 million for the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016, as we continued to deploy Criteo Direct Bidder in the region, increased our purchases of impressions from global and local real-time bidding exchanges and maintained strong relationships with large premium publishers in the region, in particular in Japan.

The increase in other cost of revenue includes a $13.8 million increase in hosting costs, a $10.8 million increase in allocated depreciation and amortization expense and a $4.4 million increase in other cost of sales, including additional purchases of third-party data.

Research and Development Expenses

Three months ended September 30, 2017 compared to the three months ended September 30, 2016



	Three Months Ended						% change
	September 30, 2016			September 30, 2017			2017 vs 2016

	(in thousands, except percentages)
Research and development expenses	$	(30,701	)	$	(43,860	)	42.9%
% of revenue	(7.2		)%	(7.8		)%

Research and development expenses for the three months ended September 30, 2017 increased $13.2 million, or 42.9%, compared to the three months ended September 30, 2016. This increase was the result of a growth in headcount to 649 employees resulting in $12.3 million of additional headcount related costs and a $1.2 million increase in amortization and depreciation of assets, partially offset by an increase in the French Research Tax Credit of $0.4 million.

Nine months ended September 30, 2017 compared to the nine months ended September 30, 2016



	Nine Months Ended						% change
	September 30, 2016			September 30, 2017			2017 vs 2016

	(in thousands, except percentages)
Research and development expenses	$	(88,097	)	$	(126,992	)	44.2%
% of revenue	(7.1		)%	(7.8		)%

Research and development expenses for the nine months ended September 30, 2017 increased $38.9 million, or 44.2%, compared to the nine months ended September 30, 2016. This increase was the result of a growth in headcount to 649 employees resulting in $35.1 million of additional headcount related costs, a $0.4 million increase in allocated rent and facilities costs, a $3.7 million increase in amortization and depreciation of assets, a $0.2 million increase in consulting and professional fees and a $0.4 million increase in other costs, partially offset by an increase in the French Research Tax Credit of $1.0 million.

Sales and Operations Expenses

Three months ended September 30, 2017 compared to the three months ended September 30, 2016



	Three Months Ended						% change
	September 30, 2016			September 30, 2017			2016 vs 2017

	(in thousands, except percentages)
Sales and operations expenses	$	(68,164	)	$	(95,184	)	39.6%
% of revenue	(16.1		)%	(16.9		)%

Sales and operations expenses for the three months ended September 30, 2017 increased $27.0 million, or 39.6%, compared to the three months ended September 30, 2016. This increase was the result of a growth in headcount to 1,601 employees resulting in $19.7 million of additional headcount-related costs, a $1.8 million increase in marketing events, a $3.3 million increase in allocated depreciation and amortization expense, a $0.8 million increase in allocated rent and facilities costs, a $1.0 million increase in consulting and professional fees and an increase of $0.6 million in provisions for doubtful receivables and bad debts, partially offset by a $0.1 million decrease in other costs.

Nine months ended September 30, 2017 compared to the nine months ended September 30, 2016



	Nine Months Ended						% change
	September 30, 2016			September 30, 2017			2017 vs 2016

	(in thousands, except percentages)
Sales and operations expenses	$	(201,862	)	$	(283,815	)	40.6%
% of revenue	(16.4		)%	(17.5		)%

Sales and operations expenses for the nine months ended September 30, 2017 increased $82.0 million, or 40.6%, compared to the nine months ended September 30, 2016. This increase was the result of a growth in headcount to 1,601 employees resulting in $60.2 million of additional headcount related costs, a $4.2 million increase in marketing events, a $9.4 million increase in allocated depreciation and amortization expense, a $2.5 million increase in allocated rent and facilities costs, a $2.5 million increase in consulting and professional fees, a $2.2 million increase in other taxes and a $1.4 million increase in other costs, partially offset by a $0.5 million decrease in provisions for doubtful receivables and bad debts.

General and Administrative Expenses

Three months ended September 30, 2017 compared to the three months ended September 30, 2016



	Three Months Ended						% change
	September 30, 2016			September 30, 2017			2016 vs 2017

	(in thousands, except percentages)
General and administrative expenses	$	(32,492	)	$	(32,389	)	(0.3)%
% of revenue	(7.7		)%	(5.7		)%

General and administrative expenses for the three months ended September 30, 2017 decreased $(0.1) million, or (0.3)%, compared to the three months ended September 30, 2016. This decrease was the result of a $2.7 million decrease in consulting and professional fees due to legal fees incurred in the third quarter of 2016 in relation to the HookLogic acquisition and a litigation. This was partially offset by a growth in headcount to 462 employees resulting in $1.3 million of additional headcount related costs, a $0.3 million increase in allocated rent and facilities costs, a $0.6 million increase in allocated depreciation and amortization expense and a $0.4 million increase in other costs.

Nine months ended September 30, 2017 compared to the nine months ended September 30, 2016



	Nine Months Ended						% change
	September 30, 2016			September 30, 2017			2017 vs 2016

	(in thousands, except percentages)
General and administrative expenses	$	(85,839	)	$	(96,143	)	12.0%
% of revenue	(7.0		)%	(5.9		)%

General and administrative expenses for the nine months ended September 30, 2017 increased $10.3 million, or 12.0%, compared to the nine months ended September 30, 2016. This increase was the result of a growth in headcount to 462 employees resulting in $7.0 million of additional headcount related costs, a $0.9 million increase in allocated rent and facilities costs, a $1.9 million increase in allocated depreciation and amortization expense, a $0.5 million increase in consulting and professional fees, and a $0.1 million increase in other costs.

Financial Income (Expense)

Three months ended September 30, 2017 compared to the three months ended September 30, 2016



	Three Months Ended						% change
	September 30, 2016			September 30, 2017			2017 vs 2016

	(in thousands, except percentages)
Financial income (expense)	$	(570	)	$	(2,886	)	406.3%
% of revenue	(0.1		)%	(0.5		)%

Financial expense for the three months ended September 30, 2017 increased by $2.3 million, or 406.3%, compared to the three months ended September 30, 2016. The $2.9 million financial expense for the three months ended September 30, 2017 was driven by the hedging cost related to an intra-group position between Criteo S.A. and its U.S. subsidiary in the context of the funding of HookLogic acquisition in November 2016 and the non-utilization fees incurred as part of our available RCF financing. The $0.6 million financial expense for the three months ended September 30, 2016 was mainly as a result of a limited impact of foreign exchange reevaluations and related hedging, together with the recognition of the fees related to the revolving credit facility entered into in September 2015.

Nine months ended September 30, 2017 compared to the nine months ended September 30, 2016



	Nine Months Ended						% change
	September 30, 2016			September 30, 2017			2017 vs 2016

	(in thousands, except percentages)
Financial income (expense)	$	(1,982	)	$	(7,313	)	269.0%
% of revenue	(0.2		)%	(0.5		)%

Financial expense for the nine months ended September 30, 2017 increased by $5.3 million, or 269.0%, compared to the nine months ended September 30, 2016. The $7.3 million financial expense for the nine months ended September 30, 2017 was driven by the interest accrued as a result of the $75.0 million drawn on the revolving credit facility entered into in September 2015 (as amended in March 2017) and the hedging cost related to an intra-group position between Criteo S.A. and its U.S. subsidiary, both in the context of the funding of HookLogic acquisition in November 2016, as well as the non-utilization fees incurred as part of our available RCF financing. The $2.0 million financial expense for the nine months ended September 30, 2016 was mainly a result of the recognition of the negative impact of foreign exchange reevaluations and related hedging recorded during the first quarter, together with the fees related to the revolving credit facility entered into in September 2015.

Provision for Income Taxes

Nine months ended September 30, 2017 compared to the nine months ended September 30, 2016



	Nine Months Ended						% change
	September 30, 2016			September 30, 2017			2017 vs 2016

	(in thousands, except percentages)
Provision for income taxes	$	(19,968	)	$	(15,724	)	(21.3)%
% of revenue	(1.6		)%	(1.0		)%
Effective tax rate	30.0		%	26.2		%

For the nine months ended September 30, 2016 and 2017, we utilized an annual estimated tax rate of 30% and 30% respectively to calculate the provision for income taxes. The effective tax rate was 30.0% and 26.2% for the nine months ended September 30, 2016 and 2017, respectively. The difference between the annual estimated tax rate and the effective tax rate for the nine months ended September 30, 2017 is due to the tax impact of discrete items such as share-based compensation in the United States.

Net Income

Three months ended September 30, 2017 compared to the three months ended September 30, 2016



	Three Months Ended					% change
	September 30, 2016			September 30, 2017		2017 vs 2016

	(in thousands, except percentages)
Net income	$	14,724		22,269		51.2%
% of revenue	3.5		%	3.9	%

Net income for the three months ended September 30, 2017 increased $7.5 million, or 51.2%, compared to the three months ended September 30, 2016. This increase was the result of the factors discussed above, in particular, a $10.1 million increase in income from operations partially offset by a $2.3 million increase in financial expense and a $0.3 million increase in provision for income taxes compared to the three months ended September 30, 2016.

Nine months ended September 30, 2017 compared to the nine months ended September 30, 2016



	Nine Months Ended						% change
	September 30, 2016			September 30, 2017			2017 vs 2016

	(in thousands, except percentages)
Net income	$	46,589		$	44,291		(4.9)%
% of revenue	3.8		%	2.7		%

Net income for the nine months ended September 30, 2017 decreased $2.3 million, or (4.9)%, compared to the nine months ended September 30, 2016. This decrease was the result of the factors discussed above, in particular, a $1.2 million decrease in income from operations and a $5.3 million increase in financial expense, partially offset by a $4.2 million decrease in provision for income taxes compared to the nine months ended September 30, 2016.

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

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



		Three Months Ended								Nine Months Ended
	Region	September 30, 2016			September 30, 2017			Year over Year Change		September 30, 2016			September 30, 2017			Year over Year Change

Revenue:		(amounts in thousands, except percentages)
	Americas	$	160,739		$	228,326		42	%	$	464,435		$	665,731		43	%
	EMEA	157,921			207,168			31	%	471,226			587,942			25	%
	Asia-Pacific	105,207			128,479			22	%	296,660			368,988			24	%
	Total	423,867			563,973			33	%	1,232,321			1,622,661			32	%

Traffic acquisition costs:
	Americas	(97,239		)	(141,869		)	46	%	(284,728		)	(416,025		)	46	%
	EMEA	(87,092		)	(115,446		)	33	%	(265,097		)	(329,635		)	24	%
	Asia-Pacific	(62,979		)	(72,261		)	15	%	(177,209		)	(212,809		)	20	%
	Total	(247,310		)	(329,576		)	33	%	(727,034		)	(958,469		)	32	%

Revenue ex-TAC⁽¹⁾:
	Americas	63,500			86,457			36	%	179,707			249,706			39	%
	EMEA	70,829			91,722			29	%	206,129			258,307			25	%
	Asia-Pacific	42,228			56,218			33	%	119,451			156,179			31	%
	Total	$	176,557		$	234,397		33	%	$	505,287		$	664,192		31	%

⁽¹⁾We define Revenue ex-TAC as our revenue excluding traffic acquisition costs generated over the applicable measurement period. Revenue ex-TAC and Revenue, Traffic Acquisition Costs and Revenue ex-TAC by Region are not measures calculated in accordance with U.S. GAAP. We have included Revenue ex-TAC and Revenue, Traffic Acquisition Costs and Revenue ex-TAC by Region in this Form 10-Q because they are key measures used by our management and board of directors to evaluate operating performance and generate future operating plans. In particular, we believe that the elimination of TAC from revenue and review of these measures by region can provide useful measures for period-to-period comparisons of our core business. Accordingly, we believe that Revenue ex-TAC and Revenue, Traffic Acquisition Costs and Revenue ex-TAC by Region provides useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors. Our use of Revenue ex-TAC and Revenue, Traffic Acquisition Costs and Revenue ex-TAC by Region has limitations as an analytical tool, and you should not consider them in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Some of these limitations are: (a) other companies, including companies in our industry which have similar business arrangements, may address the impact of TAC differently; (b) other companies may report Revenue, Traffic Acquisition Costs and Revenue ex-TAC by Region or similarly titled measures but define the regions differently, which reduces their effectiveness as a comparative measure; and (c) other companies may report Revenue ex-TAC or similarly titled measures but calculate them differently, which reduces their usefulness as a comparative measure. Because of these and other limitations, you should consider Revenue ex-TAC and Revenue, Traffic Acquisition Costs and Revenue ex-TAC by Region alongside our other U.S. GAAP financial results, including revenue. The above table provides a reconciliation of revenue ex-TAC by region to revenue by region. Please also refer to footnote 3 to the Other Financial and Operating Data table in "Item 2—Management's Discussion and Analysis" of this Form 10-Q for a reconciliation of revenue ex-TAC to revenue, the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.

Constant Currency Reconciliation

Information in this Form 10-Q with respect to results presented on a constant currency basis was calculated by applying the 2016 average exchange rates for the relevant period to 2017 figures. We have included information with respect to our results presented on a constant currency basis because it is a key measure used by our management and board of directors to evaluate operating performance. Management reviews and analyzes business results excluding the effect of foreign currency translation because they believe this better represents our underlying business trends. Below is a table which reconciles the actual results presented in this section with the results presented on a constant currency basis:



	Three Months Ended								Nine Months Ended
	September 30, 2016			September 30, 2017			YoY Change		September 30, 2016			September 30, 2017			YoY Change
	(amounts in thousands, except percentages)
	(amounts in thousands, except percentages)
Revenue as reported	$	423,867		$	563,973		33	%	$	1,232,321		$	1,622,661		32	%
Conversion impact U.S. dollar/other currencies				(2,509		)						10,107
Revenue at constant currency	$	423,867		$	561,464		32	%	$	1,232,321		$	1,632,768		32	%

Traffic acquisition costs as reported	$	(247,310	)	$	(329,576	)	33	%	$	(727,034	)	$	(958,469	)	32	%
Conversion impact U.S. dollar/other currencies				1,299								(6,074		)
Traffic Acquisition Costs at constant currency	$	(247,310	)	$	(328,277	)	33	%	$	(727,034	)	$	(964,543	)	33	%

Revenue ex-TAC as reported	$	176,557		$	234,397		33	%	$	505,287		$	664,192		31	%
Conversion impact U.S. dollar/other currencies				(1,210		)						4,033
Revenue ex-TAC at constant currency	$	176,557		$	233,187		32	%	$	505,287		$	668,225		32	%
Revenue ex-TAC/Revenue as reported	42		%	42		%			41		%	41		%

Other cost of revenue as reported	$	(22,332	)	$	(29,951	)	34	%	$	(60,950	)	$	(89,914	)	48	%
Conversion impact U.S. dollar/other currencies				(146		)						(973		)
Other cost of revenue at constant currency	$	(22,332	)	$	(30,097	)	35	%	$	(60,950	)	$	(90,887	)	49	%

Adjusted EBITDA as reported	$	53,532		$	79,116		48	%	$	141,578		$	189,656		34	%
Conversion impact U.S. dollar/other currencies				(1,414		)						1,189
Adjusted EBITDA at constant currency	$	53,532		$	77,702		45	%	$	141,578		$	190,845		35	%

Liquidity and Capital Resources

Our principal sources of liquidity are our cash and cash equivalents and cash generated from operating activities. We also benefited to a much lesser extent from the proceeds of the exercise of share options and warrants and expect to continue to do so in the future, as such securities are exercised by holders. We have never declared or paid any cash dividends on our ordinary shares. We do not anticipate paying cash dividends on our equity securities in the foreseeable future and intend to retain all available funds and any future earnings to fund our growth. As discussed in Note 9 to the unaudited condensed consolidated financial statements in Item 1 to this Form 10-Q, we are party to several loan agreements and revolving credit facilities with third-party financial institutions.

Our cash and cash equivalents are invested primarily in demand deposit accounts and money market funds that are currently providing only a minimal return. Our cash and cash equivalents at September 30, 2017 were held for working capital and general corporate purposes, which could include acquisitions, and amounted to $358.0 million as of September 30, 2017. The $87.7 million increase in cash and cash equivalents compared with December 31, 2016 primarily resulted from $166.5 million in cash from operating activities. This was offset by $80.8 million used for investing activities and $35.3 million of cash used for financing activities over the period. The cash used for investing activities is mainly related to $83.0 million in capital expenditures. The cash used for financing activities is primarily related to the payment of the $75.0 million drawn on the RCF for the acquisition of HookLogic offset by $29.6 million from the exercise of stock options. In addition, the increase in cash includes a $37.3 million positive impact of changes in foreign exchange rates on our cash position over the period. We do not enter into investments for trading or speculative purposes. Our policy is to invest any cash in excess of our immediate requirements in investments designed to preserve the principal balance and provide liquidity. Accordingly, our cash and cash equivalents are invested primarily in demand deposit accounts and money market funds that are currently providing only a minimal return.

Operating and Capital Expenditure Requirements

For the nine months ended September 30, 2016 and 2017, our capital expenditures were $54.4 million and $83.0 million, respectively. In 2017, these capital expenditures were primarily related to the acquisition of data center and server equipment for our data centers in Amsterdam and the US as well as furnishing and leasehold improvements of new offices and office expansions. We believe our existing cash balances will be sufficient to meet our anticipated cash requirements through at least the next 12 months. Our future working capital requirements will depend on many factors, including the rate of our revenue growth, the amount and timing of our investments in personnel and capital equipment, and the timing and extent of our introduction of new products and product enhancements. If our cash and cash equivalents balances and cash flows from operating activities are insufficient to satisfy our liquidity requirements, we may need to raise additional funds through equity, equity-linked or debt financings to support our operations, and such financings may not be available to us on acceptable terms, or at all. We may also need to raise additional funds in the event we determine in the future to effect one or more acquisitions of businesses, technologies, assets or products. If we are unable to raise additional funds when needed, our operations and ability to execute our business strategy could be adversely affected. If we raise additional funds through the incurrence of indebtedness, such indebtedness would have rights that are senior to holders of our equity securities and could contain covenants that restrict our operations. Any additional equity financing will be dilutive to our shareholders.

Off-Balance Sheet Arrangements

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

Historical Cash Flows

The following table sets forth our cash flows for the nine month period ended September 30, 2016 and 2017:



	Nine Months Ended
	September 30, 2016			September 30, 2017

	(in thousands)
Cash from operating activities	$	81,812		$	166,456
Cash used in investing activities	$	(59,277	)	$	(80,793	)
Cash from (used for) financing activities	$	15,368		$	(35,254	)

Operating Activities

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

For the nine months ended September 30, 2017, net cash provided by operating activities was $166.5 million and consisted of net income of $44.3 million, $146.5 million in adjustments for certain operating items and changes in working capital of $13.4 million partially offset by $37.7 million of income taxes paid during the first nine months of 2017. Adjustments for certain operating items primarily consisted of depreciation and amortization expense of $72.7 million, equity awards compensation expense of $51.9 million, $36.3 million of accrued income taxes and $6.2 million for other items, partially offset by $20.6 million of changes in deferred tax assets. The $13.4 million increase in cash from changes in working capital primarily consisted of a $35.2 million decrease in trade receivables, a $2.9 million increase in other current liabilities such as payroll and payroll related expenses and value-added tax ("VAT") payables, and a $6.6 million decrease in other current assets including prepaid expenses and VAT receivables. This was partially offset by a $31.3 million decrease in trade payables.

Investing Activities

Our investing activities to date have consisted primarily of purchases of property and equipment and business acquisitions.

For the nine months ended September 30, 2017, net cash used in investing activities was $80.8 million and consisted of $83.0 million for purchases of property and equipment partially offset by $1.1 million for various lease deposits and $1.1 million in payments for acquired business due to a change in the purchase price for HookLogic.

Financing Activities

For the nine months ended September 30, 2017, net cash used for financing activities was $35.3 million resulting from $83.9 million in repayment of borrowings (mainly due to the repayment of the $75.0 million drawn on the RCF) partially offset by $29.6 million of share option exercises, $3.7 million of additional borrowings on the Chinese RCF, and $15.3 million of other financial liabilities.

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 first nine months of 2017.

For a description of our foreign exchange risk, please see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - B. Liquidity and Capital Resources" in our Annual Report on Form 10-K for the year ended December 31, 2016.

A 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 Consolidated Statements of Income as follows:



	Nine Months Ended
	September 30, 2016					September 30, 2017

	(in thousands)
GBP/USD	+10%			-10%		+10%			-10%
Net income impact	$	(138	)	$	138	$	(192	)	$	192



	Nine Months Ended
	September 30, 2016					September 30, 2017

	(in thousands)
BRL/USD	+10%		-10%			+10%			-10%
Net income impact	$	429	$	(429	)	$	(52	)	$	52



	Nine Months Ended
	September 30, 2016					September 30, 2017

	(in thousands)
JPY/USD	+10%		-10%			+10%		-10%
Net income impact	$	722	$	(722	)	$	1,061	$	(1,061	)



	Nine Months Ended
	September 30, 2016					September 30, 2017

	(in thousands)
EUR/USD	+10%		-10%			+10%		-10%
Net income impact	$	4,397	$	(4,397	)	$	6,800	$	(6,800	)

Credit Risk and Trade receivables

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

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Based on their evaluation as of September 30, 2017, 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 of fraud may occur and not be detected.

PART II

Item 1. Legal Proceedings.

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

Item 1A. Risk Factors.

You should carefully consider the risks described below and under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2016. 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 ADSs 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, 2016, except as set forth below.

Tracking prevention and “ad-blocking” software, including on mobile devices, could significantly impair our ability to collect the data we use to optimize display advertisements for our clients, which could have a material impact on our business and ability to generate revenue.

Our revenue depends on our ability to access and leverage user data. Notably, Apple has launched its Intelligent Tracking Prevention feature, or ITP, as part of its new version of the Safari browser included in the release of iOS 11. This feature makes it more difficult for third-party providers like Criteo to access data on Safari users and is enabled by default on mobile and desktop. We have adapted our solution to be able to collect anonymized commerce data across sites on Safari users, which based on current trends, we expect our solution will allow us to mitigate approximately half of the potential impact from the release of iOS 11. We will continue to improve and deploy our solution for Safari users over the coming quarters. As iOS 11 was released on September 19, 2017, it had a minimal net negative impact on our Revenue and Traffic Acquisition Costs ("TAC") in the third quarter of 2017 of less than $1.0 million. Given our expectations for the iOS 11 roll out and our coverage of Safari users, we expect ITP will have a net negative impact on our Revenue and TAC in the fourth quarter of 2017 between 8% and 10% relative to our base case projections for the quarter. Factored into our 2018 plans, we currently expect ITP could have a net negative impact on our Revenue and TAC ranging from 9% to 13% next year relative to our base case projections as the roll out of iOS11 continues and we improve our ability to mitigate a larger portion of the ITP impact. Despite our efforts, it is possible that we will not be able to successfully mitigate the short- and long-term impacts of ITP on our business. In addition, if and to the extent that Apple, or another software developer, releases technology that further inhibits our ability to collect anonymized commerce data, our business and results of operations could be materially impacted.

Internet users also are able to download free or paid “ad-blocking” software that prevents third-party cookies from being stored on a user’s computer and blocks advertisements from being displayed to such user. If the availability of ad-blocking software increases and its use becomes more prevalent on computers and mobile devices, fewer of our cookies or our clients’ cookies may be set in browsers. As a result, the number of users to whom we could serve our clients’ advertisements could be materially restricted, and the Criteo Engine would be denied the benefits of the data and impressions we could have otherwise collected from such users, which would adversely affect our business. If a significant number of web browser users download such “ad-blocking” software, our business could be materially impacted.

Item 6. Exhibits.

Exhibit Index



		Incorporated by Reference
Exhibit	Description	Schedule/ Form	File Number	Exhibit	File Date
31.1#	Certificate of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2#	Certificate of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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
101.INS	XBRL Instance 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

# 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/ Benoit Fouilland
Date: November 8, 2017	Name:	Benoit Fouilland
	Title:	Chief Financial Officer
		(Principal financial officer and duly authorized signatory)

Criteo - 10-Q quarterly report FY2017 Q3

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PART I	FINANCIAL INFORMATION	2
Item 1	Financial Statements	2
	Condensed Consolidated Statements of Financial Position (Unaudited)	2
	Condensed Consolidated Statements of Income (Unaudited)	3
	Condensed Consolidated Statements of Comprehensive Income (Unaudited)	4
	Condensed Consolidated Statements of Cash Flows (Unaudited)	5
	Notes to Condensed Consolidated Financial Statements (Unaudited)	6
Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3	Quantitative and Qualitative Disclosures About Market Risk	45
Item 4	Controls and Procedures	46
PART II	OTHER INFORMATION	47
Item 1	Legal Proceedings	47
Item 1A	Risk Factors	47
Item 6	Exhibits	49
Signatures		50