8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

Amendment No. 1

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 10, 2016

CRITEO S.A.

(Exact name of registrant as specified in its charter)

France	001-36153	Not Applicable
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

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

Registrant’s telephone number, including area code: +33 14 040 2290

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

c	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
c	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
c	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-(b))
c	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-(c))

EXPLANATORY NOTE

Criteo S.A. (the “Company”) is filing this Amendment No.1 (“Amendment No. 1”) to its Current Report on Form 8-K filed on February 10, 2016 (the “Form 8-K”) to refurnish the press release attached as Exhibit 99.1 in order to correct four amounts relating to “Conversion impact euro/other currencies” appearing in the table entitled “IFRS Constant Currency Reconciliation” for the three months ended December 31, 2015 on page 15 of the press release. These typographical errors do not affect the reported results in the press release. This Amendment No. 1 is filed solely to refurnish the press release to correct such typographical errors. No other changes to Exhibit 99.1 to the Form 8-K have been made.

ITEM 2.02  Results of Operations and Financial Condition

On February 10, 2016, Criteo S.A. (the “Company”) issued a press release and held a conference call regarding its financial results for the quarter and full year ended December 31, 2015. A copy of the press release is furnished as Exhibit 99.1 to this report.

The information furnished with this Item 2.02, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

The Company is making reference to non-GAAP financial information in both the press release and the conference call. A reconciliation of these non-GAAP financial measures to the most comparable GAAP financial measures is contained in the attached Exhibit 99.1 press release.

ITEM 9.01  Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press release dated February 10, 2016.

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 hereunto duly authorized.

		Criteo S.A.
Date: February 10, 2016	By:	/s/ Benoit Fouilland
	Name:	Benoit Fouilland
	Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release dated February 10, 2016.

EX-99.1

Exhibit 99.1

CRITEO REPORTS RECORD RESULTS

FOR THE FOURTH QUARTER AND FISCAL YEAR 2015

NEW YORK - February 10, 2016 - Criteo S.A. (NASDAQ: CRTO), the performance marketing technology company, today announced financial results for the fourth quarter and fiscal year ended December 31, 2015¹.

• Revenue for the fourth quarter 2015 increased 55% year-over-year (or 46% at constant currency²) to €362 million.

Revenue for fiscal year 2015 increased 60% year-over-year (or 50% at constant currency) to €1,193 million.

• Revenue excluding Traffic Acquisition Costs, or Revenue ex-TAC, for the fourth quarter 2015 grew 51% year-over-year (or 43% at constant currency) to €146 million, or 40.3% of revenue.

Revenue ex-TAC for fiscal year 2015 grew 59% year-over-year (or 49% at constant currency) to €482 million, or 40.4% of revenue.

• Net income for the fourth quarter 2015 increased 101% year-over-year to €35 million.

Net income for fiscal year 2015 increased 60% year-over-year to €57 million.

• Adjusted EBITDA for the fourth quarter 2015 increased 53% year-over-year (or 49% at constant currency) to €49 million, or 13.5% of revenue.

Adjusted EBITDA for fiscal year 2015 increased 64% year-over-year (or 59% at constant currency) to €130 million, or 10.9% of revenue.

• Adjusted net income per diluted share for the fourth quarter 2015 was €0.66.

Adjusted net income per diluted share for the fiscal year 2015 was €1.26.

• Free cash flow for the fourth quarter 2015 increased 45% year-over-year to €43 million.

Free cash flow for fiscal year 2015 increased 8% year-over-year to €57 million.

“2015 was another terrific year for us. We crossed the 10,000 client and €1 billion revenue marks while continuing to invest significantly in innovation,” said Eric Eichmann, CEO. “I am thrilled to take the helm at such an exciting time and look forward to our 2016 initiatives.”

"I am very pleased with our growing profitability and strong free cash flow generation in 2015," said Benoit Fouilland, Chief Financial Officer. "Our unique financial model continues to be a key differentiator in our space."

^{___________________________________________________} 

¹ We are providing amounts in this release in euros and in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board (“IFRS”) for the fourth quarter and fiscal year 2015 due to the fact that we previously provided guidance for such periods in euros and in accordance with IFRS. Please refer to appendices for financial measures in U.S. dollars (“USD”) and presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).As explained below in the “Business Outlook” section, from the first quarter 2016 onward, we will be presenting our results in USD and in accordance with U.S. GAAP. For the year ended December 31, 2015, we expect to file our annual report on form 10-K on February 29th, 2016, which will include our consolidated financial statements for the three years ended December 31, prepared in accordance with U.S. GAAP and presented in USD. For more information, see “Business Outlook” and “Non-IFRS/non-GAAP Measures” herein. For the convenience of the reader, please see the full reconciliation of our consolidated financial statements in euros, in accordance with IFRS, to our consolidated financial statements in USD, in accordance with U.S. GAAP, for the fourth quarter and fiscal year 2015 and the corresponding periods in the prior year, included at the end of this release.

² Growth at constant currency excludes the impact of foreign currency fluctuations and is computed by applying the 2014 average exchange rates for the relevant period to 2015 figures.

1

Operating Highlights

• We added over 900 net clients in Q4 2015, while maintaining client retention at over 90%.

• Over 47% of our Revenue ex-TAC was generated from mobile ads during the month of December 2015.

• Our Q4 2014 clients generated 20% more Revenue ex-TAC at constant currency in Q4 2015, demonstrating our ability to drive revenue expansion within our customer base.

• More than 3,000 of our clients were live on Facebook mobile via our integration with dynamic product ads as of December 31, 2015.

• In Q4 2015, we generated 25% of our Revenue ex-TAC from users that were matched on at least two devices, illustrating the continued deployment of our cross-device solution to our clients.

Revenue ex-TAC

Revenue ex-TAC for the fourth quarter 2015 grew 51%, or 43% at constant currency, to €146 million, compared with €96 million in the fourth quarter 2014. This increase was primarily driven by the continued roll-out of our technology improvements across all devices including mobile, the addition of a record number of new clients and the expansion of our direct relationships with publishers.

Revenue ex-TAC for fiscal year 2015 grew 59%, or 49% at constant currency, to €482 million, compared with €304 million in fiscal year 2014.

• In the Americas region, Revenue ex-TAC for the fourth quarter 2015 grew by 78% year-over-year, or 61% at constant currency, to €60 million and represented 41% of total Revenue ex-TAC.

Americas Revenue ex-TAC for fiscal year 2015 grew by 98% compared to 2014, or 73% at constant currency, to €178 million and accounted for 37% of total Revenue ex-TAC.

• In the EMEA region, Revenue ex-TAC in the fourth quarter 2015 grew by 23% year-over-year, or 22% at constant currency, to €57 million and represented 39% of total Revenue ex-TAC.

EMEA Revenue ex-TAC for fiscal year 2015 increased by 32% compared to 2014, or 31% at constant currency, to €205 million and accounted for 43% of total Revenue ex-TAC.

• In the Asia-Pacific region, Revenue ex-TAC in the fourth quarter 2015 grew by 76% year-over-year, or 62% at constant currency, to €30 million and represented 20% of total Revenue ex-TAC.

Asia-Pacific Revenue ex-TAC for fiscal year 2015 grew by 68% compared to 2014, or 57% at constant currency, to €99 million and accounted for 21% of total Revenue ex-TAC.

Revenue ex-TAC margin as a percentage of revenue for the fourth quarter 2015 was 40.3%, in line with prior quarters.

Revenue ex-TAC margin as a percentage of revenue for fiscal year 2015 was 40.4%, in line with prior years.

2

Adjusted EBITDA and Operating Expenses

Adjusted EBITDA for the fourth quarter 2015 was €49 million, an increase of 53%, or 49% at constant currency, compared with €32 million for the fourth quarter 2014. This increase in Adjusted EBITDA is primarily the result of the strong Revenue ex-TAC performance in the quarter. We incurred slightly higher than anticipated expenses, primarily as a result of the negative impact of changes in foreign currency exchange rates and variable costs.

Adjusted EBITDA for fiscal year 2015 was €130 million, an increase of 64%, or 59% at constant currency, compared with €79 million for fiscal year 2014.

Adjusted EBITDA margin as a percentage of revenue for the fourth quarter was 13.5% compared with 13.7% in the fourth quarter 2014.

Adjusted EBITDA margin as a percentage of revenue for fiscal year 2015 was 10.9%, a 0.2 percentage point improvement compared with 10.7% for fiscal year 2014. Excluding the impact of investments in search marketing in 2015, Adjusted EBITDA margin as a percentage of revenue for fiscal year 2015 was 12.1%, a 1.4 percentage point improvement compared with fiscal year 2014.

Operating expenses for the fourth quarter 2015 increased by 50% to €99 million compared with the fourth quarter 2014. Operating expenses for the fourth quarter 2015, excluding the impact of share-based compensation expense, pension costs, depreciation and amortization and acquisition-related deferred price consideration, which we refer to as Non-IFRS Operating Expenses, were €89 million, an increase of 52% compared with the fourth quarter 2014. This increase is primarily related to year-over-year headcount growth in Research & Development (60%) and Sales & Operations (35%), as we continued to scale our organization.

Operating expenses for fiscal year 2015 were €356 million, an increase of 57% compared with fiscal year 2014. On a Non-IFRS basis, our operating expenses for fiscal year 2015 were €322 million, an increase of 58% compared with fiscal year 2014. Non-IFRS operating expenses as a percentage of revenue for fiscal year 2015 were 27.0%, a decrease of 0.4 percentage points compared with fiscal year 2014, driven by the decrease in our Sales & Operations and General & Administrative expenses, by 0.3 percentage points and 0.5 percentage points respectively. Excluding the impact of investments in search marketing in 2015, Non-IFRS operating expenses as a percentage of revenue were 25.7% for fiscal year 2015, a decrease of 1.7 percentage points compared with fiscal year 2014.

Net Income and Adjusted Net Income

Net income for the fourth quarter 2015 was €35 million, an increase of 101% compared with €18 million for the fourth quarter 2014. Net income available to shareholders of Criteo S.A. for the fourth quarter 2015 was €35 million, or €0.53 per share on a diluted basis, compared with €17 million, or €0.27 per share on a diluted basis, for the fourth quarter 2014.

Net income for fiscal year 2015 was €57 million, an increase of 60% compared with €35 million for fiscal year 2014. Net income available to shareholders of Criteo S.A. for fiscal year 2015 was €54 million, or €0.84 per diluted share, compared with €34 million, or €0.55 per diluted share, for fiscal year 2014.

Adjusted Net Income, or net income adjusted to eliminate the impact of share-based compensation expense, amortization of acquisition-related intangible assets, acquisition-related deferred price consideration and the tax impact of these adjustments, for the fourth quarter 2015 was €43 million, or €0.66 per share on a diluted basis, an increase of 83% compared with €23 million, or €0.37 per share on a diluted basis, for the fourth quarter 2014.

Adjusted Net Income for fiscal year 2015 was €82 million, or €1.26 per share on a diluted basis, an increase of 53% compared with €53 million, or €0.86 per share on a diluted basis, for fiscal year 2014.

3

Cash Flow and Cash Position

Cash flow from operating activities for the fourth quarter 2015 increased 53% to €60 million, compared with €40 million for the fourth quarter 2014.

Cash flow from operating activities for fiscal year 2015 increased 41% to €124 million, compared with €88 million for fiscal year 2014.

Free cash flow, defined as cash flow from operating activities less acquisition of intangible assets, property, plant and equipment and net of proceeds from disposal, increased 45% to €43 million for the fourth quarter 2015, compared with €30 million for the fourth quarter 2014.

Free cash flow for fiscal year 2015 increased 8% to €57 million, compared with €52 million for fiscal year 2014.

Total cash and cash equivalents were €325 million as of December 31, 2015, an increase of €35 million compared to December 31, 2014.

Business Outlook

As of January 1, 2016, we began reporting as a U.S. domestic registrant under the Securities Exchange Act of 1934. As a result, we are required under U.S. Securities and Exchange Commission (“SEC”) rules to prepare our financial statements in accordance with U.S. GAAP, rather than IFRS, and to present our financial information in U.S. dollars instead of euros. Our first Annual Report on Form 10-K will present our results for 2013, 2014 and 2015 in U.S. dollars and in accordance with U.S. GAAP. In addition, from the first quarter 2016 onward, we will be presenting our results in U.S. dollars and in accordance with U.S. GAAP. Accordingly, the outlook for the first quarter and fiscal year 2016 is no longer provided in euros and in accordance with IFRS but rather provided in U.S. dollars and in accordance with U.S. GAAP.

The following forward-looking statements reflect Criteo’s expectations as of February 10, 2016.

First Quarter 2016 Guidance:

• We expect Revenue ex-TAC for the first quarter 2016 to be between $153 million and $158 million (or between €139 million and €144 million).

• We expect Adjusted EBITDA for the first quarter 2016 to be between $36 million and $41 million (or between €33 million and €37 million).

Fiscal Year 2016 Guidance:

• We expect Revenue ex-TAC growth for fiscal year 2016 to be between 30% and 34% at constant currency.

• We expect our Adjusted EBITDA margin as a percentage of revenue for fiscal year 2016 to increase between 60 basis points and 100 basis points compared to fiscal year 2015.

The above guidance assumes no additional acquisitions are completed during the first quarter ending March 31, 2016 and the fiscal year ending December 31, 2016.

4

Non-IFRS/non-GAAP Financial Measures

This press release and its attachments include the following financial measures defined as non-IFRS/non-GAAP financial measures by the SEC: Revenue ex-TAC, Revenue ex-TAC by Region, Revenue ex-TAC margin, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, Adjusted Net Income per diluted share, Free Cash Flow, and Non-IFRS/Non-GAAP Operating Expenses. These measures are not calculated in accordance with IFRS or 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 and Revenue ex-TAC by Region 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 and Revenue ex-TAC by Region 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 income (loss) from operations before interest, taxes, depreciation and amortization, adjusted to eliminate the impact of share-based compensation expense, pension service costs and acquisition-related 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 non-cash compensation expense, pension costs and acquisition-related deferred price consideration, 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 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 share-based compensation expense, amortization of acquisition-related intangible assets, acquisition-related deferred price consideration, and the tax impact of these adjustments. Adjusted Net Income 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 by eliminating share-based compensation expense, amortization of acquisition-related intangible assets and acquisition-related deferred price consideration and the tax impact of these adjustments, 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 the market generally in understanding and evaluating our results of operations in the same manner as our management and board of directors.

Free cash flow is defined as cash flow from operating activities less acquisition of intangible assets, property, plant and equipment and net of proceeds from disposal. Free cash flow is a key measure used by our management and board of directors to evaluate the Company's ability to generate cash. Accordingly, we believe that Free Cash Flow permits a more complete and comprehensive analysis of our available cash flows.

Please refer to the supplemental financial tables provided in the appendix of this press release for a reconciliation of Revenue ex-TAC to Revenue, Revenue ex-TAC by Region to Revenue by Region, Adjusted EBITDA to net income, Adjusted Net Income to net income and Free Cash Flow to cash flow from operating activities, in each case, the most comparable IFRS and U.S. GAAP measurement. Our use of non-IFRS/non-GAAP financial measures has limitations as analytical tools, and you should not consider them in isolation or as a substitute for analysis of our financial results as reported under IFRS or U.S. GAAP. Some of these limitations are:  (1) other companies, including companies in our industry which have similar business arrangements, may address the impact of TAC differently; and (2) other companies may report Revenue ex-TAC, Revenue ex-TAC by Region, Adjusted EBITDA, Adjusted Net Income, Free Cash Flow 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 IFRS and U.S. GAAP financial results, including revenue and net income.

With respect to our expectations under “Business Outlook” above, reconciliation of Revenue ex-TAC and Adjusted EBITDA guidance to the closest corresponding U.S. GAAP measure is not available without unreasonable efforts on a forward-looking basis due to the high variability, complexity and low visibility with respect to the charges excluded from these non-GAAP measures; in particular, the measures and effects of stock-based compensation expense specific to equity compensation awards that are directly impacted by unpredictable fluctuations in our share price. We expect the variability of the above charges to have a significant, and potentially unpredictable, impact on our future U.S. GAAP financial results.

5

Forward-Looking Statements Disclosure

This press release contains forward-looking statements, including projected financial results for the quarter ending March 31, 2016 and the fiscal year ending December 31, 2016, our expectations regarding our market opportunity and future growth prospects and other statements that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially. Factors that might cause or contribute to such differences include, but are not limited to: recent growth rates not being indicative of future growth, uncertainty regarding legislative, regulatory or self-regulatory developments regarding data privacy matters, uncertainty regarding our ability to access a consistent supply of internet display advertising inventory and expand access to such inventory, the investments in new business opportunities and the timing of these investments, the impact of competition, our ability to manage growth, potential fluctuations in operating results, our ability to grow our base of clients, uncertainty regarding international growth and expansion, and the financial impact of maximizing Revenue ex-TAC, as well as risks related to future opportunities and plans, including the uncertainty of expected future financial performance and results and those risks detailed from time-to-time under the caption “Risk Factors” and elsewhere in the Company’s SEC filings and reports, including the Company's Annual Report on Form 20-F filed with the SEC on March 27, 2015, as well as future filings and reports by the Company. Except as required by law, the Company undertakes no duty or obligation to update any forward-looking statements contained in this release as a result of new information, future events, changes in expectations or otherwise.

Conference Call Information

Criteo’s earnings conference call will take place today, February 10, 2016, at 8:00am ET, 2:00pm CET. The conference call will be webcast live on the Company’s website http://ir.criteo.com and will be available for replay.

Conference call details:

• U.S. callers:             +1 877 870 4263

• International callers:        +1 412 317 0790 or +33 1 76 74 05 02

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

As the Company will report for the first time its financial statements presented in U.S. dollars and in accordance with U.S. GAAP, Criteo will host a separate conference call today, February 10, 2016, at 9:15am ET, 3:15pm CET. The purpose of this second call will be to discuss the conversion of its financial statements presented in euros and in accordance with IFRS into financial statements presented in U.S. dollars and in accordance with U.S. GAAP. The conference call will be webcast live on the Company’s website http://ir.criteo.com and will be available for replay.

Conference call details:

• U.S. callers:             +1 877 870 4263,     

• International callers:        +1 412 317 0790 or +33 1 76 74 05 02

Please ask to be joined into the“Criteo U.S. GAAP Transition call”.

About Criteo

Criteo (NASDAQ: CRTO) delivers personalized performance marketing at an extensive scale. Measuring return on post-click sales, Criteo makes ROI transparent and easy to measure. As of December 31, 2015, Criteo has over 1,800 employees in 27 offices across the Americas, EMEA and Asia-Pacific, serving over 10,000 advertisers worldwide and with direct relationships with close to 14,000 publishers. For more information, please visit www.criteo.com.

6

Contacts

Criteo Investor Relations

Edouard Lassalle, Head of IR

e.lassalle@criteo.com

Friederike Edelmann, Sr. Manager IR

f.edelmann@criteo.com

Criteo Public Relations

Emma Ferns, Global PR director

e.ferns@criteo.com

Financial information to follow

7

CRITEO S.A.

IFRS Consolidated Statement of Income

(Euros in thousands, except per share data)

(unaudited)

	Three Months Ended								Twelve Months Ended
	December 31,								December 31,
	2014			2015			YoY Change		2014			2015			YoY Change
Revenue	€	232,796		€	361,732		55.4	%	€	745,081		€	1,193,414		60.2	%
Cost of revenue:
Traffic acquisition costs	(136,493		)	(215,980		)	58.2	%	(441,427		)	(711,755		)	61.2	%
Other cost of revenue	(11,054		)	(16,213		)	46.7	%	(36,150		)	(56,100		)	55.2	%
Gross Profit	85,249			129,539			52.0	%	267,504			425,559			59.1	%
Research and development expenses	(12,191		)	(24,215		)	98.6	%	(45,293		)	(78,313		)	72.9	%
Sales and operations expenses	(39,668		)	(54,953		)	38.5	%	(133,393		)	(206,325		)	54.7	%
General and administrative expenses	(13,698		)	(19,386		)	41.5	%	(48,788		)	(71,386		)	46.3	%
Total operating expenses	(65,557		)	(98,554		)	50.3	%	(227,474		)	(356,024		)	56.5	%
Income from operations	19,692			30,985			57.3	%	40,030			69,535			73.7	%
Financial income (expense)	1,264			644			(49.1	)%	8,587			(4,094		)	(147.7	)%
Income before taxes	20,956			31,629			50.9	%	48,617			65,441			34.6	%
Provision for income taxes	(3,313		)	3,861			(216.5	)%	(13,253		)	(8,689		)	(34.4	)%
Net income	€	17,643		€	35,490		101.2	%	€	35,364		€	56,752		60.5	%
- Net income available to shareholders of Criteo S.A.	€	17,256		€	34,580				€	34,354		€	54,296
- Net income available to non-controlling Interests	€	387		€	910				€	1,010		€	2,456
Weighted average shares outstanding
- Basic	60,519,987			62,348,620					58,928,563			61,835,499
- Diluted	63,854,664			65,092,423					62,065,699			64,775,108
Net income allocated to shareholders per share
- Basic	€	0.29		€	0.55				€	0.58		€	0.88
- Diluted	€	0.27		€	0.53				€	0.55		€	0.84

8

CRITEO S.A.

IFRS Consolidated Statement of Financial Position

(Euros in thousands)

(unaudited)

	December 31,		December 31,
	2014		2015
Goodwill	€	22,944	€	38,553
Intangible assets	10,560		15,126
Property, plant and equipment	43,027		75,762
Non-current financial assets	9,494		15,784
Deferred tax assets	7,113		18,432
TOTAL NON-CURRENT ASSETS	93,138		163,657
Trade receivables	158,633		240,264
Current tax assets	2,883		2,500
Other current assets	21,021		41,944
Cash and cash equivalents	289,784		324,733
TOTAL CURRENT ASSETS	472,321		609,441
TOTAL ASSETS	565,459		773,098
Share capital	1,523		1,562
Additional paid-in capital	265,522		277,901
Currency translation adjustment	4,804		11,598
Consolidated reserves	35,302		90,997
Retained earnings	34,354		54,296
Equity - attributable to shareholders of Criteo S.A.	341,505		436,354
Non-controlling interests	1,433		4,315
TOTAL EQUITY	342,938		440,669
Financial liabilities - non-current portion	4,333		3,005
Retirement benefit obligation	1,024		1,327
Deferred tax liabilities	946		132
TOTAL NON-CURRENT LIABILITIES	6,303		4,464
Financial liabilities - current portion	7,841		6,573
Provisions	1,131		614
Trade payables	135,557		226,304
Current tax liabilities	7,969		14,113
Other current liabilities	63,720		80,361
TOTAL CURRENT LIABILITIES	216,218		327,965
TOTAL LIABILITIES	222,521		332,429
TOTAL EQUITY AND LIABILITIES	€	565,459	€	773,098

9

CRITEO S.A.

IFRS Consolidated Statement of Cash Flows

(Euros in thousands)

(unaudited)

	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
	2014			2015			2014			2015
Net income	€	17,643		€	35,490		€	35,364		€	56,752
Non-cash and non-operating items	16,379			14,489			53,931			70,867
- Amortization and provisions	7,662			13,335			25,146			42,469
- Share-based payment expense	4,840			7,047			14,778			21,642
- Net gain or loss on disposal of non-current assets	110			(1,994		)	106			(1,918		)
- Interest paid	5			(3		)	17			5
- Non-cash financial income and expenses	449			5			632			20
- Change in deferred taxes	(4,573		)	(11,343		)	(4,007		)	(14,098		)
- Income tax for the period	7,886			7,442			17,260			22,747
Changes in working capital related to operating activities	12,252			15,543			3,516			13,022
- (Increase)/decrease in trade receivables	(26,812		)	(50,604		)	(63,064		)	(75,247		)
- Increase/(decrease) in trade payables	28,678			54,735			53,195			90,233
- (Increase)/decrease in other current assets	565			412			(6,021		)	(21,737		)
- Increase/(decrease) in other current liabilities	9,821			11,000			19,406			19,773
Income taxes paid	(6,684		)	(5,074		)	(5,142		)	(16,960		)
CASH FROM OPERATING ACTIVITIES	39,590			60,448			87,670			123,681
Acquisition of intangible assets, property, plant and equipment	(9,993		)	(17,580		)	(35,389		)	(67,090		)
Proceeds from disposal of intangible assets, property, plant and equipment	(10		)	8			40			9
FREE CASH FLOW	29,587			42,876			52,321			56,600
Investments	—			—			(18,775		)	(18,009		)
Change in other non-current financial assets	(521		)	(314		)	(1,728		)	(5,964		)
CASH USED FOR INVESTING ACTIVITIES	(10,524		)	(17,886		)	(55,852		)	(91,054		)
Issuance of long-term borrowings	1,189			723			4,243			3,582
Repayment of borrowings	(1,196		)	(2,521		)	(4,902		)	(8,101		)
Interests paid	(5		)	(19		)	(17		)	42
Proceeds from capital increase	3,730			3,416			23,854			12,417
Change in other financial liabilities	48			—			205			(906		)
CASH FROM FINANCING ACTIVITIES	3,766			1,599			23,383			7,034
CHANGE IN NET CASH AND CASH EQUIVALENTS	32,832			44,161			55,200			39,661
Net cash and cash equivalents at beginning of period	256,719			280,857			234,342			289,784
Effect of exchange rates changes on cash and cash equivalents	233			(285		)	242			(4,712		)
Net cash and cash equivalents at end of period	€	289,784		€	324,733		€	289,784		€	324,733

10

CRITEO S.A.

IFRS Reconciliation of Revenue ex-TAC by Region to Revenue by Region

(Euros in thousands)

(unaudited)

		Three Months Ended												Twelve Months Ended
		December 31,												December 31,
	Region	2014			2015			YoY Change		YoY Change at Constant Currency (*)			Region	2014			2015			YoY Change		YoY Change at Constant Currency (*)
Revenue												Revenue
	Americas	€	85,598		€	154,761		81	%	63	%		Americas	€	228,773		€	456,049		99	%	74	%
	EMEA	104,480			132,268			27	%	25	%		EMEA	366,404			488,071			33	%	32	%
	Asia-Pacific	42,718			74,703			75	%	62	%		Asia-Pacific	149,904			249,294			66	%	56	%
	Total	232,796			361,732			55	%	46	%		Total	745,081			1,193,414			60	%	50	%
Traffic acquisition costs												Traffic acquisition costs
	Americas	(52,167		)	(95,183		)	82	%	64	%		Americas	(138,910		)	(278,170		)	100	%	75	%
	EMEA	(58,449		)	(75,687		)	29	%	28	%		EMEA	(211,287		)	(283,151		)	34	%	33	%
	Asia-Pacific	(25,877		)	(45,110		)	74	%	62	%		Asia-Pacific	(91,230		)	(150,434		)	65	%	55	%
	Total	(136,493		)	(215,980		)	58	%	48	%		Total	(441,427		)	(711,755		)	61	%	51	%
Revenue ex-TAC												Revenue ex-TAC
	Americas	33,432			59,578			78	%	61	%		Americas	89,863			177,879			98	%	73	%
	EMEA	46,030			56,581			23	%	22	%		EMEA	155,117			204,920			32	%	31	%
	Asia-Pacific	16,841			29,593			76	%	62	%		Asia-Pacific	58,674			98,860			68	%	57	%
	Total	€	96,303		€	145,752		51	%	43	%		Total	€	303,654		€	481,659		59	%	49	%

(*) Due to entries into the consolidation scope during the year ended December 31, 2015 and U.S. GAAP conversion adjustments, there are slight variances between the year-over-year change at constant currency as determined under IFRS and presented in euros and the year-over-year change at constant currency as determined under U.S. GAAP and presented in U.S dollars.

11

CRITEO S.A.

IFRS Reconciliation of Adjusted EBITDA to Net Income

(Euros in thousands)

(unaudited)

	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
	2014			2015			2014			2015
Net income	€	17,643		€	35,490		€	35,364		€	56,752
Adjustments:
Financial (income) expense	(1,264		)	(644		)	(8,587		)	4,094
Provision (benefit) for income taxes	3,313			(3,861		)	13,253			8,689
Share-based compensation expense	4,840			7,047			14,778			21,642
Research and development	700			1,969			2,776			5,884
Sales and operations	2,814			3,281			9,267			10,534
General and administrative	1,326			1,797			2,735			5,224
Service cost-pension	94			100			371			398
Research and development	31			37			126			147
Sales and operations	36			35			141			138
General and administrative	27			28			104			113
Depreciation and amortization expense	7,131			12,715			23,532			40,197
Cost of revenue	5,008			7,822			16,176			26,936
Research and development	1,009			2,886			3,731			7,214
Sales and operations	854			1,587			2,762			4,670
General and administrative	260			420			863			1,377
Acquisition-related deferred price consideration	97			(1,958		)	716			(1,708		)
Research and development	97			42			716			292
Sales and operations	—			—			—			—
General and administrative	—			(2,000		)	—			(2,000		)
Total net adjustments	14,211			13,399			44,063			73,312
Adjusted EBITDA	€	31,854		€	48,889		€	79,427		€	130,064

12

CRITEO S.A.

IFRS Detailed Information on Selected Items

(Euros in thousands)

(unaudited)

	Three Months Ended					Twelve Months Ended
	December 31,					December 31,
	2014		2015			2014		2015
Share-Based Compensation Expense
Research and development	€	700	€	1,969		€	2,776	€	5,884
Sales and operations	2,814		3,281			9,267		10,534
General and administrative	1,326		1,797			2,735		5,224
Total Share-Based Compensation Expense	4,840		7,047			14,778		21,642
Service cost-pension
Research and development	31		37			126		147
Sales and operations	36		35			141		138
General and administrative	27		28			104		113
Total Service cost-pension	94		100			371		398
Depreciation and Amortization Expense
Cost of revenue	5,008		7,822			16,176		26,936
Research and development	1,009		2,886			3,731		7,214
Sales and operations	854		1,587			2,762		4,670
General and administrative	260		420			863		1,377
Total Depreciation and Amortization Expense	7,131		12,715			23,532		40,197
Acquisition-Related Deferred Price Consideration
Research and development	97		42			716		292
Sales and operations	—		—			—		—
General and administrative	—		(2,000		)	—		(2,000		)
Total Acquisition-Related Deferred Price Consideration	€	97	€	(1,958	)	€	716	€	(1,708	)

13

CRITEO S.A.

IFRS Reconciliation of Adjusted Net Income to Net Income

(Euros in thousands)

(unaudited)

	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
	2014			2015			2014			2015
Net income	€	17,643		€	35,490		€	35,364		€	56,752
Adjustments:
Share-based compensation expense	4,840			7,047			14,778			21,642
Amortization of acquisition-related intangible assets	840			2,313			2,942			5,720
Acquisition-related deferred price consideration	97			(1,958		)	716			(1,708		)
Tax impact of the above adjustments	(31		)	(46		)	(379		)	(792		)
Total net adjustments	5,746			7,356			18,057			24,862
Adjusted net income	€	23,389		€	42,846		€	53,421		€	81,614
Weighted average shares outstanding
- Basic	60,519,987			62,348,620			58,928,563			61,835,499
- Diluted	63,854,664			65,092,423			62,065,699			64,775,108
Adjusted net income per share
- Basic	€	0.39		€	0.69		€	0.91		€	1.32
- Diluted	€	0.37		€	0.66		€	0.86		€	1.26

14

CRITEO S.A.

IFRS Constant Currency Reconciliation

(Euros in thousands)

(unaudited)

	Three Months Ended								Twelve Months Ended
	December 31,								December 31,
	2014			2015			YoY Change		2014			2015			YoY Change
Revenue as reported	€	232,796		€	361,732		55	%	€	745,081		€	1,193,414		60	%
Conversion impact euro/other currencies				(22,121		)						(78,041		)
Revenue at constant currency (*)	232,796			339,611			46	%	745,081			1,115,373			50	%
Traffic acquisition costs as reported	(136,493		)	(215,980		)	58	%	(441,427		)	(711,755		)	61	%
Conversion impact euro/other currencies				13,698								47,344
Traffic acquisition costs at constant currency (*)	(136,493		)	(202,282		)	48	%	(441,427		)	(664,411		)	51	%
Revenue ex-TAC as reported	96,303			145,752			51	%	303,654			481,659			59	%
Conversion impact euro/other currencies				(8,422		)						(30,697		)
Revenue ex-TAC at constant currency (*)	96,303			137,330			43	%	303,654			450,962			49	%
Revenue ex-TAC/Revenue as reported	41.4		%	40.3		%			40.8		%	40.4		%
Other cost of revenue as reported	(11,054		)	(16,213		)	47	%	(36,150		)	(56,100		)	55	%
Conversion impact euro/other currencies				1,423								5,639
Other cost of revenue at constant currency (*)	(11,054		)	(14,790		)	34	%	(36,150		)	(50,461		)	40	%
Adjusted EBITDA	31,854			48,889			53	%	79,427			130,064			64	%
Conversion impact euro/other currencies				(1,481		)						(3,406		)
Adjusted EBITDA at constant currency (*)	31,854			47,408			49	%	79,427			126,658			59	%

(*) Due to entries into the consolidation scope during the year ended December 31, 2015 and U.S. GAAP conversion adjustments, there are slight variances between the year-over-year change at constant currency as determined under IFRS and presented in euros and the year-over-year change at constant currency as determined under U.S. GAAP and presented in U.S dollars.

15

CRITEO S.A.

IFRS Information on Share Count

(unaudited)

	2014	2015
Shares outstanding as at January 1,	56,856,070	60,902,695
Weighted average number of shares issued during the period	2,072,493	932,804
Basic number of shares - Basic EPS basis	58,928,563	61,835,499
Dilutive effect of share options, warrants, employee warrants - Treasury method	3,717,153	2,939,609
Diluted number of shares - Diluted EPS basis	62,645,716	64,775,108
Shares outstanding as at December 31,	60,902,695	62,470,881
Total dilutive effect of share options, warrants, employee warrants	7,555,249	7,798,348
Fully diluted shares as at December 31,	68,457,944	70,269,229

16

CRITEO S.A.

IFRS Supplemental Financial Information and Operating Metrics

(Euros in thousands except where stated)

(unaudited)

	Q2 2013	Q3 2013	Q4 2013	Q1 2014	Q2 2014	Q3 2014	Q4 2014	Q1 2015	Q2 2015	Q3 2015	Q4 2015	YoY Change		QoQ Change
Clients	4,274	4,631	5,072	5,567	6,131	6,581	7,190	7,832	8,564	9,290	10,198	42	%	10	%
Revenue	99,400	113,811	135,889	152,520	165,317	194,449	232,796	261,523	270,859	299,299	361,732	55	%	21	%
Americas	28,846	30,473	38,660	37,630	46,942	58,602	85,598	89,460	100,262	111,566	154,761	81	%	39	%
EMEA	53,348	59,732	70,291	83,853	84,187	93,885	104,480	117,532	114,824	123,445	132,268	27	%	7	%
APAC	17,206	23,606	26,937	31,037	34,187	41,962	42,718	54,531	55,773	64,288	74,703	75	%	16	%
Revenue ex-TAC	40,032	46,815	54,855	62,733	67,022	77,596	96,303	105,160	110,455	120,292	145,752	51	%	21	%
Americas	11,124	11,896	15,108	14,725	18,600	23,106	33,432	35,015	39,803	43,485	59,578	78	%	37	%
EMEA	21,807	25,358	29,057	35,320	35,101	38,666	46,030	48,050	48,569	51,718	56,581	23	%	9	%
APAC	7,101	9,561	10,690	12,688	13,321	15,824	16,841	22,095	22,083	25,089	29,593	76	%	18	%
Cash flow from operating activities	4,134	3,731	12,255	11,437	11,162	25,481	39,555	36,421	11,045	15,768	60,448	53	%	283	%
Capital expenditures	6,590	5,737	7,187	3,781	10,459	11,156	9,993	11,436	16,561	21,513	17,580	76	%	(18	)%
Net cash position	47,893	39,839	234,343	241,786	242,895	256,719	289,784	294,057	286,986	280,857	324,733	12	%	16	%
Days Sales Outstanding (days - end of month)	56.7	55.6	53.5	53.8	57.1	56.6	54.7	56.5	55.4	55.2	53.5	(2	)%	(3	)%

17

CRITEO S.A.

U.S. GAAP Consolidated Statement of Financial Position

(U.S. dollars in thousands)

(unaudited)

	December 31,			December 31,
	2014			2015
Cash and cash equivalents	$	351,827		$	353,537
Trade receivables, net of allowances	192,595			261,581
Current tax assets	3,493			2,714
Other current assets	25,517			45,582
TOTAL CURRENT ASSETS	573,432			663,414
Property, plant and equipment	52,239			82,482
Intangible assets	12,821			16,470
Goodwill	27,856			41,973
Non-current financial assets	11,527			17,184
Deferred tax assets	8,635			20,196
TOTAL NON-CURRENT ASSETS	113,078			178,305
TOTAL ASSETS	686,510			841,719
Trade payables	164,579			246,382
Provisions	1,373			668
Current tax liabilities	9,676			15,365
Financial liabilities - current portion	9,520			7,156
Other current liabilities	77,362			88,269
TOTAL CURRENT LIABILITIES	262,510			357,840
Deferred tax liabilities	1,142			139
Retirement benefit obligation	1,243			1,445
Financial liabilities - non-current portion	5,260			3,272
TOTAL NON-CURRENT LIABILITIES	7,645			4,856
TOTAL LIABILITIES	270,155			362,696
Common stock	2,008			2,052
Additional paid-in capital	387,972			425,220
Retained earnings	56,680			116,278
Accumulated other comprehensive income (loss)	(32,045		)	(69,225		)
Equity - attributable to shareholders of Criteo S.A.	414,615			474,325
Non-controlling interest	1,740			4,698
TOTAL EQUITY	416,355			479,023
TOTAL EQUITY AND LIABILITIES	$	686,510		$	841,719

18

CRITEO S.A.

U.S. GAAP Consolidated Statement of Income

(U.S. dollars in thousands, except per share data)

(unaudited)

	Three Months Ended								Twelve Months Ended
	December 31,								December 31,
	2014			2015			YoY Change		2014			2015			YoY Change
Revenue	$	294,489		$	397,018		34.8	%	$	988,249		$	1,323,169		33.9	%
Cost of revenue
Traffic acquisition costs	(172,538		)	(237,056		)	37.4	%	(585,492		)	(789,152		)	34.8	%
Other cost of revenue	(13,962		)	(17,782		)	27.4	%	(47,948		)	(62,201		)	29.7	%
Gross Profit	107,989			142,180			31.7	%	354,809			471,816			33.0	%
Research and development expenses	(15,247		)	(26,665		)	74.9	%	(60,075		)	(86,807		)	44.5	%
Sales and operations expenses	(50,002		)	(60,410		)	20.8	%	(176,927		)	(229,530		)	29.7	%
General and administrative expenses	(17,202		)	(21,280		)	23.7	%	(64,723		)	(79,145		)	22.3	%
Total operating expenses	(82,451		)	(108,355		)	31.4	%	(301,725		)	(395,482		)	31.1	%
Income from operations	25,538			33,825			32.4	%	53,084			76,334			43.8	%
Financial income (expense)	1,473			735			(50.1	)%	11,390			(4,541		)	(139.9	)%
Income before taxes	27,011			34,560			27.9	%	64,474			71,793			11.4	%
Provision for income taxes	(4,118		)	4,378			(206.3	)%	(17,578		)	(9,517		)	(45.9	)%
Net income	$	22,893		$	38,938		70.1	%	$	46,896		$	62,276		32.8	%
- Net income available to shareholders of Criteo S.A.	$	22,396		$	37,936				$	45,556		$	59,553
- Net income available to non-controlling interests	$	497		$	1,002				$	1,340		$	2,723
Weighted average shares outstanding
- Basic	60,519,987			62,348,620					58,928,563			61,835,499
- Diluted	63,854,664			65,092,423					62,493,260			65,096,487
Net income allocated to shareholders per share
- Basic	$	0.37		$	0.61				$	0.77		$	0.96
- Diluted	$	0.35		$	0.58				$	0.73		$	0.91

19

CRITEO S.A.

U.S. GAAP Consolidated Statement of Cash Flows

(U.S. dollars in thousands)

(unaudited)

	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
	2014			2015			2014			2015
Net income	$	22,893		$	38,938		$	46,896		$	62,275
Non-cash and non-operating items	20,689			15,764			71,544			78,448
- Amortization and provisions	9,687			14,648			33,365			47,085
- Share-based payment expense	6,142			7,748			19,600			23,989
- Net gain or loss on disposal of non-current assets	146			(2,212		)	141			(2,127		)
- Interest paid	6			(3		)	23			6
- Non-cash financial income and expenses	590			5			838			22
- Change in deferred taxes	(6,081		)	(12,599		)	(5,315		)	(15,748		)
- Income tax for the period	10,199			8,177			22,892			25,221
Changes in working capital related to operating activities	16,495			17,572			4,661			15,231
- (Increase)/decrease in trade receivables	(34,551		)	(55,986		)	(83,646		)	(83,420		)
- Increase/(decrease) in trade payables	37,354			60,529			70,557			100,047
- (Increase)/decrease in other current assets	934			563			(7,986		)	(24,101		)
- Increase/(decrease) in other current liabilities	12,759			12,466			25,736			22,705
Income taxes paid	(8,909		)	(5,568		)	(6,820		)	(18,805		)
CASH FROM OPERATING ACTIVITIES	51,169			66,706			116,281			137,149
Acquisition of intangible assets, property, plant and equipment	(14,142		)	(13,086		)	(48,643		)	(75,617		)
Proceeds from disposal of intangible assets, property, plant and equipment	(15		)	150			52			10
Net change in accounts payable related to intangible assets, property, plant and equipment	1,596			(6,269		)	1,705			1,128
FREE CASH FLOW	38,608			47,501			69,395			62,670
Investments, net of cash acquired	(707		)	10			(26,103		)	(20,542		)
Change in other non-current financial assets	(658		)	(320		)	(2,292		)	(6,612		)
CASH USED FOR INVESTING ACTIVITIES	(13,926		)	(19,515		)	(75,281		)	(101,633		)
Issuance of long-term borrowings	1,493			788			5,628			3,971
Repayment of borrowings	(1,483		)	(2,776		)	(6,502		)	(8,974		)
Interests paid	(6		)	(21		)	(23		)	47
Proceeds from capital increase	4,386			3,758			31,638			13,768
Change in other financial liabilities	59			—			272			(1,000		)
CASH FROM FINANCING ACTIVITIES	4,448			1,749			31,013			7,812
CHANGE IN NET CASH AND CASH EQUIVALENTS	41,691			48,940			72,013			43,328
Net cash and cash equivalents at beginning of period	323,029			314,644			323,181			351,827
Effect of exchange rates changes on cash and cash equivalents	(12,893		)	(10,047		)	(43,367		)	(41,618		)
Net cash and cash equivalents at end of period	$	351,827		$	353,537		$	351,827		$	353,537

20

CRITEO S.A.

U.S. GAAP Reconciliation of Revenue ex-TAC by Region to Revenue by Region

(U.S. dollars in thousands)

(unaudited)

		Three Months Ended												Twelve Months Ended
		December 31,												December 31,
	Region	2014			2015			YoY Change		YoY Change at Constant Currency (*)			Region	2014			2015			YoY Change		YoY Change at Constant Currency (*)
Revenue												Revenue
	Americas	$	109,543		$	170,133		55	%	61	%		Americas	$	303,436		$	505,653		67	%	74	%
	EMEA	131,275			144,905			10	%	24	%		EMEA	485,986			541,105			11	%	31	%
	Asia-Pacific	53,671			81,980			53	%	62	%		Asia-Pacific	198,827			276,411			39	%	56	%
	Total	294,489			397,018			35	%	45	%		Total	988,249			1,323,169			34	%	49	%
Traffic acquisition costs												Traffic acquisition costs
	Americas	(66,773		)	(104,646		)	57	%	62	%		Americas	(184,245		)	(308,427		)	67	%	75	%
	EMEA	(73,265		)	(82,905		)	13	%	27	%		EMEA	(280,242		)	(313,928		)	12	%	32	%
	Asia-Pacific	(32,500		)	(49,505		)	52	%	62	%		Asia-Pacific	(121,005		)	(166,797		)	38	%	55	%
	Total	(172,538		)	(237,056		)	37	%	47	%		Total	(585,492		)	(789,152		)	35	%	50	%
Revenue ex-TAC												Revenue ex-TAC
	Americas	42,770			65,487			53	%	60	%		Americas	119,191			197,226			65	%	73	%
	EMEA	58,010			62,000			7	%	20	%		EMEA	205,744			227,177			10	%	30	%
	Asia-Pacific	21,171			32,475			53	%	63	%		Asia-Pacific	77,822			109,614			41	%	57	%
	Total	$	121,951		$	159,962		31	%	41	%		Total	$	402,757		$	534,017		33	%	48	%

(*) Due to entries into the consolidation scope during the year ended December 31, 2015 and U.S. GAAP conversion adjustments, there are slight variances between the year-over-year change at constant currency as determined under IFRS and presented in euros and the year-over-year change at constant currency as determined under U.S. GAAP and presented in U.S dollars.

21

CRITEO S.A.

U.S. GAAP Reconciliation of Adjusted EBITDA to Net Income

(U.S. dollars in thousands)

(unaudited)

	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
	2014			2015			2014			2015
Net income	$	22,893		$	38,938		$	46,896		$	62,276
Adjustments:
Financial (income) expense	(1,473		)	(735		)	(11,390		)	4,541
Provision (benefit) for income taxes	4,118			(4,378		)	17,578			9,517
Share-based compensation expense	6,143			7,748			19,601			23,989
Research and development	870			2,167			3,682			6,520
Sales and operations	3,553			3,606			12,291			11,678
General and administrative	1,720			1,975			3,628			5,791
Service cost-pension	129			109			504			441
Research and development	38			40			167			163
Sales and operations	45			38			187			153
General and administrative	46			31			150			125
Depreciation and amortization expense	9,000			13,967			31,213			44,564
Cost of revenue	6,332			8,579			21,455			29,866
Research and development	1,261			3,183			4,949			7,994
Sales and operations	1,080			1,744			3,664			5,178
General and administrative	327			461			1,145			1,526
Acquisition-related deferred price consideration	110			(2,172		)	950			(1,894		)
Research and development	110			46			950			324
Sales and operations	—			—			—			—
General and administrative	—			(2,218		)	—			(2,218		)
Total net adjustments	18,027			14,539			58,456			81,158
Adjusted EBITDA	$	40,920		$	53,477		$	105,352		$	143,434

22

CRITEO S.A.

U.S. GAAP Detailed Information on Selected Items

(U.S. dollars in thousands)

(unaudited)

	Three Months Ended					Twelve Months Ended
	December 31,					December 31,
	2014		2015			2014		2015
Share-Based Compensation Expense
Research and development	$	870	$	2,167		$	3,682	$	6,520
Sales and operations	3,553		3,606			12,291		11,678
General and administrative	1,720		1,975			3,628		5,791
Total Share-Based Compensation Expense	6,143		7,748			19,601		23,989
Service cost-pension
Research and development	38		40			167		163
Sales and operations	45		38			187		153
General and administrative	46		31			150		125
Total Service cost-pension	129		109			504		441
Depreciation and Amortization Expense
Cost of revenue	6,332		8,579			21,455		29,866
Research and development	1,261		3,183			4,949		7,994
Sales and operations	1,080		1,744			3,664		5,178
General and administrative	327		461			1,145		1,526
Total Depreciation and Amortization Expense	9,000		13,967			31,213		44,564
Acquisition-Related Deferred Price Consideration
Research and development	110		46			950		324
Sales and operations	—		—			—		—
General and administrative	—		(2,218		)	—		(2,218		)
Total Acquisition-Related Deferred Price Consideration	$	110	$	(2,172	)	$	950	$	(1,894	)

23

CRITEO S.A.

U.S. GAAP Reconciliation of Adjusted Net Income to Net Income

(U.S. dollars in thousands)

(unaudited)

	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
	2014			2015			2014			2015
Net income	$	22,893		$	38,938		$	46,896		$	62,276
Adjustments:
Share-based compensation expense	6,142			7,748			19,601			23,989
Amortization of acquisition-related intangible assets	1,056			2,548			3,902			6,342
Acquisition-related deferred price consideration	110			(2,172		)	950			(1,894		)
Tax impact of the above adjustments	(31		)	(47		)	(503		)	(878		)
Total net adjustments	7,277			8,077			23,950			27,559
Adjusted net income	$	30,170		$	47,015		$	70,846		$	89,835
Weighted average shares outstanding
- Basic	60,519,987			62,348,620			58,928,563			61,835,499
- Diluted	63,854,664			65,092,423			62,493,260			65,096,487
Adjusted net income per share
- Basic	$	0.50		$	0.75		$	1.20		$	1.45
- Diluted	$	0.47		$	0.72		$	1.13		$	1.38

24

CRITEO S.A.

U.S. GAAP Constant Currency Reconciliation

(U.S. dollars in thousands)

(unaudited)

	Three Months Ended								Twelve Months Ended
	December 31,								December 31,
	2014			2015			YoY Change		2014			2015			YoY Change
Revenue as reported	$	294,489		$	397,018		35	%	$	988,249		$	1,323,169		34	%
Conversion impact U.S. dollar/other currencies				29,663								152,061
Revenue at constant currency (*)	294,489			426,681			45	%	988,249			1,475,230			49	%
Traffic acquisition costs as reported	(172,538		)	(237,056		)	37	%	(585,492		)	(789,152		)	35	%
Conversion impact U.S. dollar/other currencies				(17,140		)						(90,002		)
Traffic Acquisition Costs at constant currency (*)	(172,538		)	(254,196		)	47	%	(585,492		)	(879,154		)	50	%
Revenue ex-TAC as reported	121,951			159,962			31	%	402,757			534,017			33	%
Conversion impact U.S. dollar/other currencies				12,523								62,059
Revenue ex-TAC at constant currency (*)	121,951			172,485			41	%	402,757			596,076			48	%
Revenue ex-TAC/Revenue as reported	41.4		%	40.3		%			40.8		%	40.4		%
Other cost of revenue as reported	(13,962		)	(17,782		)	27	%	(47,948		)	(62,201		)	30	%
Conversion impact U.S. dollar/other currencies				(777		)						(4,589		)
Other cost of revenue at constant currency (*)	(13,962		)	(18,559		)	33	%	(47,948		)	(66,790		)	39	%
Adjusted EBITDA	40,920			53,477			31	%	105,352			143,434			36	%
Conversion impact U.S. dollar/other currencies				6,513								24,302
Adjusted EBITDA at constant currency (*)	40,920			59,990			47	%	105,352			167,736			59	%

(*) Due to entries into the consolidation scope during the year ended December 31, 2015 and U.S. GAAP conversion adjustments, there are slight variances between the year-over-year change at constant currency as determined under IFRS and presented in euros and the year-over-year change at constant currency as determined under U.S. GAAP and presented in U.S dollars.

25

CRITEO S.A.

U.S. GAAP - Information on Share Count

(unaudited)

	2014	2015
Shares outstanding as at January 1,	56,856,070	60,902,695
Weighted average number of shares issued during the period	2,072,493	932,804
Basic number of shares - Basic EPS basis	58,928,563	61,835,499
Dilutive effect of share options, warrants, employee warrants - Treasury method	3,717,153	3,260,988
Diluted number of shares - Diluted EPS basis	62,645,716	65,096,487
Shares outstanding as at December 31,	60,902,695	62,470,881
Total dilutive effect of share options, warrants, employee warrants	7,555,249	7,798,348
Fully diluted shares as at December 31,	68,457,944	70,269,229

26

RECONCILIATION OF CRITEO S.A. FINANCIAL STATEMENTS

FROM IFRS/EURO to U.S. GAAP/U.S. DOLLARS

CRITEO S.A.

Consolidated Statement of Income

Reconciliation from IFRS to U.S. GAAP

(in thousands, except per share data)

(unaudited)

	Three Months Ended December 31, 2014
	IFRS (Euro)			Adjustments from IFRS to U.S.GAAP (Euro)			U.S. GAAP (Euro)			U.S. GAAP (U.S. Dollar)
Revenue	€	232,796		€	—		€	232,796		$	294,489
Cost of revenue
Traffic acquisition costs	(136,493		)	—			(136,493		)	(172,538		)
Other cost of revenue	(11,054		)	—			(11,054		)	(13,962		)
Gross Profit	85,249			—			85,249			107,989
Research and development expenses	(12,191		)	—			(12,191		)	(15,247		)
Sales and operations expenses	(39,668		)	—			(39,668		)	(50,002		)
General and administrative expenses	(13,698		)	(9		)	(13,707		)	(17,202		)
Total operating expenses	(65,557		)	(9		)	(65,566		)	(82,451		)
Income from operations	19,692			(9		)	19,683			25,538
Financial income	1,264			—			1,264			1,473
Income before taxes	20,956			(9		)	20,947			27,011
Provision for income taxes	(3,313		)	—			(3,313		)	(4,118		)
Net income	€	17,643		€	(9	)	€	17,634		$	22,893
- Net income available to shareholders of Criteo S.A.	€	17,256		€	(9	)	€	17,247		$	22,396
- Net income available to non-controlling interests	€	387		€	—		€	387		$	497
Weighted average shares outstanding
- Basic	60,519,987						60,519,987			60,519,987
- Diluted	63,854,664						63,854,664			63,854,664
Net income allocated to shareholders per share
- Basic	€	0.29					€	0.28		$	0.37
- Diluted	€	0.27					€	0.27		$	0.35

27

CRITEO S.A.

Consolidated Statement of Income

Reconciliation from IFRS to U.S. GAAP

(in thousands except per share data)

(unaudited)

	Twelve Months Ended December 31, 2014
	IFRS (Euro)			Adjustments from IFRS to U.S.GAAP (Euro)			U.S. GAAP (Euro)			U.S. GAAP (U.S. Dollar)
Revenue	€	745,081		€	—		€	745,081		$	988,249
Cost of revenue
Traffic acquisition costs	(441,427		)	—			(441,427		)	(585,492		)
Other cost of revenue	(36,150		)	—			(36,150		)	(47,948		)
Gross Profit	267,504			—			267,504			354,809
Research and development expenses	(45,293		)	—			(45,293		)	(60,075		)
Sales and operations expenses	(133,393		)	—			(133,393		)	(176,927		)
General and administrative expenses	(48,788		)	(9		)	(48,797		)	(64,723		)
Total operating expenses	(227,474		)	(9		)	(227,483		)	(301,725		)
Income from operations	40,030			(9		)	40,021			53,084
Financial income	8,587			—			8,587			11,390
Income before taxes	48,617			(9		)	48,608			64,474
Provision for income taxes	(13,253		)	—			(13,253		)	(17,578		)
Net income	€	35,364		€	(9	)	€	35,355		$	46,896
- Net income available to shareholders of Criteo S.A.	€	34,354		€	(9	)	€	34,345		$	45,556
- Net income available to non-controlling interests	€	1,010		€	—		€	1,010		$	1,340
Weighted average shares outstanding
- Basic	58,928,563						58,928,563			58,928,563
- Diluted	62,065,699						62,493,260			62,493,260
Net income allocated to shareholders per share
- Basic	€	0.58					€	0.58		$	0.77
- Diluted	€	0.55					€	0.55		$	0.73

28

CRITEO S.A.

Consolidated Statement of Income

Reconciliation from IFRS to U.S. GAAP

(in thousands except per share data)

(unaudited)

	Three Months Ended December 31, 2015
	IFRS (Euro)			Adjustments from IFRS to U.S.GAAP (Euro)			U.S. GAAP (Euro)			U.S. GAAP (U.S. Dollar)
Revenue	€	361,732		€	—		€	361,732		$	397,018
Cost of revenue
Traffic acquisition costs	(215,980		)	—			(215,980		)	(237,056		)
Other cost of revenue	(16,213		)	—			(16,213		)	(17,782		)
Gross Profit	129,539			—			129,539			142,180
Research and development expenses	(24,215		)	(55		)	(24,270		)	(26,665		)
Sales and operations expenses	(54,953		)	(187		)	(55,140		)	(60,410		)
General and administrative expenses	(19,386		)	(34		)	(19,420		)	(21,280		)
Total operating expenses	(98,554		)	(276		)	(98,830		)	(108,355		)
Income from operations	30,985			(276		)	30,709			33,825
Financial income	644			—			644			735
Income before taxes	31,629			(276		)	31,353			34,560
Provision for income taxes	3,861			45			3,906			4,378
Net income	€	35,490		€	(231	)	€	35,259		$	38,938
- Net income available to shareholders of Criteo S.A.	€	34,580		€	(231	)	€	34,349		$	37,936
- Net income available to non-controlling interests	€	910		€	—		€	910		$	1,002
Weighted average shares outstanding
- Basic	62,348,620						62,348,620			62,348,620
- Diluted	65,092,423						65,092,423			65,092,423
Net income allocated to shareholders per share
- Basic	€	0.55					€	0.55		$	0.61
- Diluted	€	0.53					€	0.53		$	0.58

29

CRITEO S.A.

Consolidated Statement of Income

Reconciliation from IFRS to U.S. GAAP

(in thousands except per share data)

(unaudited)

	Twelve Months Ended December 31, 2015
	IFRS (Euro)			Adjustments from IFRS to U.S.GAAP (Euro)			U.S. GAAP (Euro)			U.S. GAAP (U.S. Dollar)
Revenue	€	1,193,414		€	—		€	1,193,414		$	1,323,169
Cost of revenue
Traffic acquisition costs	(711,755		)	—			(711,755		)	(789,152		)
Other cost of revenue	(56,100		)	—			(56,100		)	(62,201		)
Gross Profit	425,559			—			425,559			471,816
Research and development expenses	(78,313		)	—			(78,313		)	(86,807		)
Sales and operations expenses	(206,325		)	(715		)	(207,040		)	(229,530		)
General and administrative expenses	(71,386		)	—			(71,386		)	(79,145		)
Total operating expenses	(356,024		)	(715		)	(356,739		)	(395,482		)
Income from operations	69,535			(715		)	68,820			76,334
Financial income (expense)	(4,094		)	—			(4,094		)	(4,541		)
Income before taxes	65,441			(715		)	64,726			71,793
Provision for income taxes	(8,689		)	118			(8,571		)	(9,517		)
Net income	€	56,752		€	(597	)	€	56,155		$	62,276
- Net income available to shareholders of Criteo S.A.	€	54,296		€	(597	)	€	53,699		$	59,553
- Net income available to non-controlling interests	€	2,456		€	—		€	2,456		$	2,723
Weighted average shares outstanding
- Basic	61,835,499						61,835,499			61,835,499
- Diluted	64,775,108						65,096,487			65,096,487
Net income allocated to shareholders per share
- Basic	€	0.88					€	0.87		$	0.96
- Diluted	€	0.84					€	0.82		$	0.91

30

CRITEO S.A.

Consolidated Statement of Financial Position

Reconciliation from IFRS to U.S. GAAP

(in thousands)

(unaudited)

December 31, 2014
IFRS Presentation	IFRS (Euro)		U.S. GAAP Presentation	IFRS (Euro)		Adjustments from IFRS to U.S.GAAP (Euro)			U.S. GAAP (Euro)		U.S. GAAP (U.S. Dollar)
Goodwill	€	22,944	Cash and cash equivalents	€	289,784				€	289,784	$	351,827
Intangible assets	10,560		Trade receivables, net of allowances	158,633					158,633		192,595
Property, plant and equipment	43,027		Current tax assets	2,883					2,883		3,493
Non-current financial assets	9,494		Other current assets	21,021					21,021		25,517
Deferred tax assets	7,113		TOTAL CURRENT ASSETS	472,321					472,321		573,432
TOTAL NON-CURRENT ASSETS	93,138		Property, plant and equipment	43,027					43,027		52,239
Trade receivables	158,633		Intangible assets	10,560					10,560		12,821
Current tax assets	2,883		Goodwill	22,944					22,944		27,856
Other current assets	21,021		Non-current financial assets	9,494					9,494		11,527
Cash and cash equivalents	289,784		Deferred tax assets	7,113					7,113		8,635
TOTAL CURRENT ASSETS	472,321		TOTAL NON-CURRENT ASSETS	93,138					93,138		113,078
TOTAL ASSETS	565,459		TOTAL ASSETS	565,459					565,459		686,510
Share capital	1,523		Trade payables	135,557					135,557		164,579
Additional paid-in capital	265,522		Provisions	1,131					1,131		1,373
Currency translation adjustment	4,804		Current tax liabilities	7,969					7,969		9,676
Consolidated reserves	35,302		Financial liabilities - current portion	7,841					7,841		9,520
Retained earnings	34,354		Other current liabilities	63,720					63,720		77,362
Equity - attributable to shareholders of Criteo S.A.	341,505		TOTAL CURRENT LIABILITIES	216,218					216,218		262,510
Non-controlling interests	1,433		Deferred tax liabilities	946					946		1,142
TOTAL EQUITY	342,938		Retirement benefit obligation	1,024					1,024		1,243
Financial liabilities - non-current portion	4,333		Financial liabilities - non-current portion	4,333					4,333		5,260
Retirement benefit obligation	1,024		TOTAL NON-CURRENT LIABILITIES	6,303					6,303		7,645
Deferred tax liabilities	946		TOTAL LIABILITIES	222,521					222,521		270,155
TOTAL NON-CURRENT LIABILITIES	6,303		Common stock	1,523					1,523		2,008
Financial liabilities - current portion	7,841		Additional paid-in capital	265,522		27,123			292,645		387,972
Provisions	1,131		Currency translation adjustment	4,804		(4,804		)	—		—
Trade payables	135,557		Consolidated reserves	35,302		(35,302		)	—		—
Current tax liabilities	7,969		Retained earnings	34,354		8,229			42,583		56,680
Other current liabilities	63,720		Accumulated other comprehensive income (loss)	—		4,754			4,754		(32,045		)
TOTAL CURRENT LIABILITIES	216,218		Equity - attributable to shareholders of Criteo S.A.	341,505		—			341,505		414,615
TOTAL LIABILITIES	222,521		Non-controlling interests	1,433					1,433		1,740
TOTAL EQUITY AND LIABILITIES	€	565,459	TOTAL EQUITY	342,938		—			342,938		416,355
			TOTAL EQUITY AND LIABILITIES	€	565,459	€	—		€	565,459	$	686,510

31

CRITEO S.A.

Consolidated Statement of Financial Position

Reconciliation from IFRS to U.S. GAAP

(in thousands)

(unaudited)

December 31, 2015
IFRS Presentation	IFRS (Euro)		U.S. GAAP Presentation	IFRS (Euro)		Adjustments from IFRS to U.S.GAAP (Euro)			U.S. GAAP (Euro)		U.S. GAAP (U.S. Dollar)
Goodwill	€	38,553	Cash and cash equivalents	€	324,733				€	324,733	$	353,537
Intangible assets	15,126		Trade receivables, net of allowances	240,264					240,264		261,581
Property, plant and equipment	75,762		Current tax assets	2,500					2,500		2,714
Non-current financial assets	15,784		Other current assets	41,944					41,944		45,582
Deferred tax assets	18,432		TOTAL CURRENT ASSETS	609,441					609,441		663,414
TOTAL NON-CURRENT ASSETS	163,657		Property, plant and equipment	75,762					75,762		82,482
Trade receivables	240,264		Intangible assets	15,126					15,126		16,470
Current tax assets	2,500		Goodwill	38,553					38,553		41,973
Other current assets	41,944		Non-current financial assets	15,784					15,784		17,184
Cash and cash equivalents	324,733		Deferred tax assets	18,432		118			18,550		20,196
TOTAL CURRENT ASSETS	609,441		TOTAL NON-CURRENT ASSETS	163,657		118			163,775		178,305
TOTAL ASSETS	773,098		TOTAL ASSETS	773,098		118			773,216		841,719
Share capital	1,562		Trade payables	226,304					226,304		246,382
Additional paid-in capital	277,901		Provisions	614					614		668
Currency translation adjustment	11,598		Current tax liabilities	14,113					14,113		15,365
Consolidated reserves	90,997		Financial liabilities - current portion	6,573					6,573		7,156
Retained earnings	54,296		Other current liabilities	80,361		715			81,076		88,269
Equity - attributable to shareholders of Criteo S.A.	436,354		TOTAL CURRENT LIABILITIES	327,965		715			328,680		357,840
Non-controlling interests	4,315		Deferred tax liabilities	132					132		139
TOTAL EQUITY	440,669		Retirement benefit obligation	1,327					1,327		1,445
Financial liabilities - non-current portion	3,005		Financial liabilities - non-current portion	3,005					3,005		3,272
Retirement benefit obligation	1,327		TOTAL NON-CURRENT LIABILITIES	4,464		—			4,464		4,856
Deferred tax liabilities	132		TOTAL LIABILITIES	332,429		715			333,144		362,696
TOTAL NON-CURRENT LIABILITIES	4,464		Common stock	1,562					1,562		2,052
Financial liabilities - current portion	6,573		Additional paid-in capital	277,901		48,558			326,459		425,220
Provisions	614		Currency translation reserve	11,598		(11,598		)	—		—
Trade payables	226,304		Consolidated reserves	90,997		(90,997		)	—		—
Current tax liabilities	14,113		Retained earnings	54,296		41,861			96,157		116,278
Other current liabilities	80,361		Accumulated other comprehensive income (loss)	—		11,579			11,579		(69,225		)
TOTAL CURRENT LIABILITIES	327,965		Equity - attributable to shareholders of Criteo S.A.	436,354		(597		)	435,757		474,325
TOTAL LIABILITIES	332,429		Non-controlling interests	4,315					4,315		4,698
TOTAL EQUITY AND LIABILITIES	€	773,098	TOTAL EQUITY	440,669		(597		)	440,072		479,023
			TOTAL EQUITY AND LIABILITIES	€	773,098	€	118		€	773,216	$	841,719

32

CRITEO S.A.

Consolidated Statement of Cash Flows

Reconciliation from IFRS to U.S. GAAP

(in thousands)

(unaudited)

	Three Months Ended December 31, 2014
	IFRS (Euro)			Adjustments from IFRS to U.S.GAAP (Euro)			U.S. GAAP (Euro)			U.S. GAAP (U.S. Dollar)
Net income	€	17,643		€	(9	)	€	17,634		$	22,893
Non-cash and non-operating items	16,379			9			16,388			20,689
- Amortization and provisions	7,662			9			7,671			9,687
- Share-based payment expense	4,840						4,840			6,142
- Net gain or loss on disposal of non-current assets	110						110			146
- Interest paid	5						5			6
- Non-cash financial income and expenses	449						449			590
- Change in deferred taxes	(4,573		)				(4,573		)	(6,081		)
- Income tax for the period	7,886						7,886			10,199
Changes in working capital related to operating activities	12,252			—			12,252			16,495
- (Increase)/decrease in trade receivables	(26,812		)				(26,812		)	(34,551		)
- Increase/(decrease) in trade payables	28,678						28,678			37,354
- (Increase)/decrease in other current assets	565						565			934
- Increase/(decrease) in other current liabilities	9,821						9,821			12,759
Income taxes paid	(6,684		)				(6,684		)	(8,909		)
CASH FROM OPERATING ACTIVITIES	39,590			—			39,590			51,169
Acquisition of intangible assets, property, plant and equipment	(9,993		)	(1,204		)	(11,197		)	(14,142		)
Proceeds from disposal of intangible assets, property, plant and equipment	(10		)	—			(10		)	(15		)
Net change in accounts payable related to intangible assets, property, plant and equipment	—			1,204			1,204			1,596
FREE CASH FLOW	29,587			—			29,587			38,608
Investments	—						—			(707		)
Change in other non-current financial assets	(521		)				(521		)	(658		)
CASH USED FOR INVESTING ACTIVITIES	(10,524		)	—			(10,524		)	(13,926		)
Issuance of long-term borrowings	1,189						1,189			1,493
Repayment of borrowings	(1,196		)				(1,196		)	(1,483		)
Interests paid	(5		)				(5		)	(6		)
Proceeds from capital increase	3,730						3,730			4,386
Change in other financial liabilities	48						48			59
CASH FROM FINANCING ACTIVITIES	3,766			—			3,766			4,448
CHANGE IN NET CASH AND CASH EQUIVALENTS	32,832			—			32,832			41,691
Net cash and cash equivalents at beginning of period	256,719						256,719			323,029
Effect of exchange rates changes on cash and cash equivalents	233						233			(12,893		)
Net cash and cash equivalents at end of period	€	289,784		€	—		€	289,784		$	351,827

33

CRITEO S.A.

Consolidated Statement of Cash Flows

Reconciliation from IFRS to U.S. GAAP

(in thousands)

(unaudited)

	Twelve Months Ended December 31, 2014
	IFRS (Euro)			Adjustments from IFRS to U.S.GAAP (Euro)			U.S. GAAP (Euro)			U.S. GAAP (U.S. Dollar)
Net income	€	35,364		€	(9	)	€	35,355		$	46,896
Non-cash and non-operating items	53,931			9			53,940			71,544
- Amortization and provisions	25,146			9			25,155			33,365
- Share-based payment expense	14,778						14,778			19,600
- Net gain or loss on disposal of non-current assets	106						106			141
- Interest paid	17						17			23
- Non-cash financial income and expenses	632						632			838
- Change in deferred taxes	(4,007		)				(4,007		)	(5,315		)
- Income tax for the period	17,260						17,260			22,892
Changes in working capital related to operating activities	3,516			—			3,516			4,661
- (Increase)/decrease in trade receivables	(63,064		)				(63,064		)	(83,646		)
- Increase/(decrease) in trade payables	53,195						53,195			70,557
- (Increase)/decrease in other current assets	(6,021		)				(6,021		)	(7,986		)
- Increase/(decrease) in other current liabilities	19,406						19,406			25,736
Income taxes paid	(5,142		)				(5,142		)	(6,820		)
CASH FROM OPERATING ACTIVITIES	87,670			—			87,670			116,281
Acquisition of intangible assets, property, plant and equipment	(35,389		)	(1,285		)	(36,674		)	(48,643		)
Proceeds from disposal of intangible assets, property, plant and equipment	40			—			40			52
Net change in accounts payable related to intangible assets, property, plant and equipment	—			1,285			1,285			1,705
FREE CASH FLOW	52,321			—			52,321			69,395
Investments	(18,775		)				(18,775		)	(26,103		)
Change in other non-current financial assets	(1,728		)				(1,728		)	(2,292		)
CASH USED FOR INVESTING ACTIVITIES	(55,852		)	—			(55,852		)	(75,281		)
Issuance of long-term borrowings	4,243						4,243			5,628
Repayment of borrowings	(4,902		)				(4,902		)	(6,502		)
Interests paid	(17		)				(17		)	(23		)
Proceeds from capital increase	23,854						23,854			31,638
Change in other financial liabilities	205						205			272
CASH FROM FINANCING ACTIVITIES	23,383			—			23,383			31,013
CHANGE IN NET CASH AND CASH EQUIVALENTS	55,200			—			55,200			72,013
Net cash and cash equivalents at beginning of period	234,342						234,342			323,181
Effect of exchange rates changes on cash and cash equivalents	242						242			(43,367		)
Net cash and cash equivalents at end of period	€	289,784		€	—		€	289,784		$	351,827

34

CRITEO S.A.

Consolidated Statement of Cash Flows

Reconciliation from IFRS to U.S. GAAP

(in thousands)

(unaudited)

	Three Months Ended December 31, 2015
	IFRS (Euro)			Adjustments from IFRS to U.S.GAAP (Euro)			U.S. GAAP (Euro)			U.S. GAAP (U.S. Dollar)
Net income	€	35,490		€	(231	)	€	35,259		$	38,938
Non-cash and non-operating items	14,489			(45		)	14,444			15,764
- Amortization and provisions	13,335						13,335			14,648
- Share-based payment expense	7,047						7,047			7,748
- Net gain or loss on disposal of non-current assets	(1,994		)				(1,994		)	(2,212		)
- Interest paid	(3		)				(3		)	(3		)
- Non-cash financial income and expenses	5						5			5
- Change in deferred taxes	(11,343		)	(45		)	(11,388		)	(12,599		)
- Income tax for the period	7,442						7,442			8,177
Changes in working capital related to operating activities	15,543			276			15,819			17,572
- (Increase)/decrease in trade receivables	(50,604		)				(50,604		)	(55,986		)
- Increase/(decrease) in trade payables	54,735						54,735			60,529
- (Increase)/decrease in other current assets	412						412			563
- Increase/(decrease) in other current liabilities	11,000			276			11,276			12,466
Income taxes paid	(5,074		)				(5,074		)	(5,568		)
CASH FROM OPERATING ACTIVITIES	60,448			—			60,448			66,706
Acquisition of intangible assets, property, plant and equipment	(17,580		)	6,162			(11,418		)	(13,086		)
Proceeds from disposal of intangible assets, property, plant and equipment	8			—			8			150
Net change in accounts payable related to intangible assets, property, plant and equipment	—			(6,162		)	(6,162		)	(6,269		)
FREE CASH FLOW	42,876			—			42,876			47,501
Investments	—						—			10
Change in other non-current financial assets	(314		)				(314		)	(320		)
CASH USED FOR INVESTING ACTIVITIES	(17,886		)	—			(17,886		)	(19,515		)
Issuance of long-term borrowings	723						723			788
Repayment of borrowings	(2,521		)				(2,521		)	(2,776		)
Interests paid	(19		)				(19		)	(21		)
Proceeds from capital increase	3,416						3,416			3,758
Change in other financial liabilities	—						—			—
CASH FROM FINANCING ACTIVITIES	1,599			—			1,599			1,749
CHANGE IN NET CASH AND CASH EQUIVALENTS	44,161			—			44,161			48,940
Net cash and cash equivalents at beginning of period	280,857						280,857			314,644
Effect of exchange rates changes on cash and cash equivalents	(285		)				(285		)	(10,047		)
Net cash and cash equivalents at end of period	€	324,733		€	—		€	324,733		$	353,537

35

CRITEO S.A.

Consolidated Statement of Cash Flows

Reconciliation from IFRS to U.S. GAAP

(in thousands)

(unaudited)

	Twelve Months Ended December 31, 2015
	IFRS (Euro)			Adjustments from IFRS to U.S.GAAP (Euro)			U.S. GAAP (Euro)			U.S. GAAP (U.S. Dollar)
Net income	€	56,752		€	(597	)	€	56,155		$	62,275
Non-cash and non-operating items	70,867			(118		)	70,749			78,448
- Amortization and provisions	42,469						42,469			47,085
- Share-based payment expense	21,642						21,642			23,989
- Net gain or loss on disposal of non-current assets	(1,918		)				(1,918		)	(2,127		)
- Interest paid	5						5			6
- Non-cash financial income and expenses	20						20			22
- Change in deferred taxes	(14,098		)	(118		)	(14,216		)	(15,748		)
- Income tax for the period	22,747						22,747			25,221
Changes in working capital related to operating activities	13,022			715			13,737			15,231
- (Increase)/decrease in trade receivables	(75,247		)				(75,247		)	(83,420		)
- Increase/(decrease) in trade payables	90,233						90,233			100,047
- (Increase)/decrease in other current assets	(21,737		)				(21,737		)	(24,101		)
- Increase/(decrease) in other current liabilities	19,773			715			20,488			22,705
Income taxes paid	(16,960		)				(16,960		)	(18,805		)
CASH FROM OPERATING ACTIVITIES	123,681			—			123,681			137,149
Acquisition of intangible assets, property, plant and equipment	(67,090		)	(1,112		)	(68,202		)	(75,617		)
Proceeds from disposal of intangible assets, property, plant and equipment	9						9			10
Net change in accounts payable related to intangible assets, property, plant and equipment	—			1,112			1,112			1,128
FREE CASH FLOW	56,600			—			56,600			62,670
Investments	(18,009		)				(18,009		)	(20,542		)
Change in other non-current financial assets	(5,964		)				(5,964		)	(6,612		)
CASH USED FOR INVESTING ACTIVITIES	(91,054		)	—			(91,054		)	(101,633		)
Issuance of long-term borrowings	3,582						3,582			3,971
Repayment of borrowings	(8,101		)				(8,101		)	(8,974		)
Interests paid	42						42			47
Proceeds from capital increase	12,417						12,417			13,768
Change in other financial liabilities	(906		)				(906		)	(1,000		)
CASH FROM FINANCING ACTIVITIES	7,034			—			7,034			7,812
CHANGE IN NET CASH AND CASH EQUIVALENTS	39,661			—			39,661			43,328
Net cash and cash equivalents at beginning of period	289,784						289,784			351,827
Effect of exchange rates changes on cash and cash equivalents	(4,712		)				(4,712		)	(41,618		)
Net cash and cash equivalents at end of period	€	324,733		€	—		€	324,733		$	353,537

36