10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

for the quarterly period ended September 30, 2020

or

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

for the transition period from _________ to _________

Commission file number: 001-36153

Criteo S.A.

(Exact name of registrant as specified in its charter)

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

+33 1 40 40 22 90

(Registrant’s telephone number, including area code)

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

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

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

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

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

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

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

If an emerging growth company, indicate by check mark if the registrant has 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 Act).   Yes  ☐      No x

          As of October 29, 2020, the registrant had 60,241,537 ordinary shares, nominal value €0.025 per share, outstanding.

TABLE OF CONTENTS

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 Shareholder's Equity (Unaudited)	5
	Condensed Consolidated Statements of Cash Flows (Unaudited)	7
	Notes to Condensed Consolidated Financial Statements (Unaudited)	8
Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	33
Item 3	Quantitative and Qualitative Disclosures About Market Risk	56
Item 4	Controls and Procedures	58
PART II	OTHER INFORMATION	59
Item 1	Legal Proceedings	59
Item 1A	Risk Factors	59
Item 6	Exhibits	60
Signatures		61

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 impact of COVID-19 on our workforce, operations and revenue, as well as on the workforce, operations and revenue of our customers, and the effectiveness of our actions taken in response to COVID-19;

•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 new geographies;

•our ability to effectively scale our technology platform;

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

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

•failures in our systems or infrastructure.

    You should also refer to Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2019, Part II, Item 1A "Risk Factors" of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, and to Part II, Item 1A "Risk Factors" of this Form 10-Q, for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. As a result of these factors, we cannot assure you that the forward-looking statements in this Form 10-Q will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame or at all. The degree to which COVID-19 may affect our results and operations will depend on future developments that are highly uncertain, including, but not limited to, the duration and spread of the outbreak, its severity, the actions to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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

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

PART I

Item 1. Financial Statements.

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

	Notes	December 31, 2019		September 30, 2020
		(in thousands)
Assets
Current assets:
Cash and cash equivalents	3	$	418,763	$	626,744
Trade receivables, net of allowances of $16.1 million and $38.3 million at December 31, 2019 and September 30, 2020, respectively	4	481,732		335,583
Income taxes		21,817		11,422
Other taxes		60,924		58,123
Other current assets	5	17,225		19,278
Total current assets		1,000,461		1,051,150
Property, plant and equipment, net		194,161		195,679
Intangible assets, net	6	86,886		78,340
Goodwill	6	317,100		319,595
Right of use assets - operating lease	8	142,044		120,283
Marketable securities	3	—		23,416
Non-current financial assets		21,747		20,174
Deferred tax assets		27,985		34,731
Total non-current assets		789,923		792,218
Total assets		$	1,790,384	$	1,843,368
Liabilities and shareholders' equity
Current liabilities:
Trade payables		$	390,277	$	293,480
Contingencies	14	6,385		960
Income taxes		3,422		276
Financial liabilities - current portion	3	3,636		167,033
Operating lease liabilities - current portion	8	45,853		48,691
Other taxes		50,099		45,998
Employee - related payables		74,781		68,709
Other current liabilities	7	35,886		43,299
Total current liabilities		610,339		668,446
Deferred tax liabilities		9,272		8,439
Retirement benefit obligation		8,485		10,634
Financial liabilities - non-current portion	3	769		44
Operating lease liabilities - non-current portion	8	117,988		90,560
Other non-current liabilities		5,543		3,333
Total non-current liabilities		142,057		113,010
Total liabilities		752,396		781,456
Commitments and contingencies
Shareholders' equity:
Common shares, €0.025 par value, 66,197,181 and 66,083,172 shares authorized, issued and outstanding at December 31, 2019 and September 30, 2020, respectively.		2,158		2,155
Treasury stock, 3,903,673 and 5,989,258 shares at cost as of December 31, 2019 and September 30, 2020, respectively.		(74,900)		(92,450)
Additional paid-in capital		668,389		685,841
Accumulated other comprehensive loss		(40,105)		(19,658)
Retained earnings		451,725		452,932
Equity-attributable to shareholders of Criteo S.A.		1,007,267		1,028,820
Non-controlling interests		30,721		33,092
Total equity		1,037,988		1,061,912
Total equity and liabilities		$	1,790,384	$	1,843,368

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

2

CRITEO S.A.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

			Three Months Ended				Nine Months Ended
	Notes		September 30, 2019		September 30, 2020		September 30, 2019		September 30, 2020
		(in thousands, except share per data)
Revenue	9		$	522,606	$	470,345	$	1,608,876	$	1,411,335
Cost of revenue:
Traffic acquisition costs			(301,901)		(284,401)		(928,559)		(839,463)
Other cost of revenue			(31,101)		(34,608)		(86,205)		(102,328)
Gross profit			189,604		151,336		594,112		469,544
Operating expenses:
Research and development expenses			(41,414)		(30,954)		(132,006)		(99,716)
Sales and operations expenses			(85,985)		(83,659)		(277,397)		(244,414)
General and administrative expenses			(32,835)		(28,672)		(102,372)		(83,772)
Total operating expenses			(160,234)		(143,285)		(511,775)		(427,902)
Income from operations			29,370		8,051		82,337		41,642
Financial expense	11		(900)		(491)		(4,228)		(1,828)
Income before taxes			28,470		7,560		78,109		39,814
Provision for income taxes	12		(7,913)		(2,267)		(23,614)		(11,943)
Net income			$	20,557	$	5,293	$	54,495	$	27,871
Net income available to shareholders of Criteo S.A.			$	18,778	$	5,227	$	48,721	$	26,402
Net income available to non-controlling interests			$	1,779	$	66	$	5,774	$	1,469
Net income allocated to shareholders of Criteo S.A. per share:
Basic	13		$	0.29	$	0.09	$	0.75	$	0.43
Diluted	13		$	0.28	$	0.09	$	0.74	$	0.43
Weighted average shares outstanding used in computing per share amounts:
Basic	13		64,868,545		60,080,598		64,600,869		61,059,345
Diluted	13		66,067,045		61,027,795		65,916,219		61,644,827

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

3

CRITEO S.A.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

	Three Months Ended				Nine Months Ended
	September 30, 2019		September 30, 2020		September 30, 2019		September 30, 2020
	(in thousands)
Net income	$	20,557	$	5,293	$	54,495	$	27,871
Foreign currency translation differences, net of taxes	(24,202)		25,660		(25,096)		21,312
Actuarial (losses) gains on employee benefits, net of taxes	(689)		(377)		(2,327)		—
Other comprehensive income (loss)	$	(24,891)	$	25,283	$	(27,423)	$	21,312
Total comprehensive income (loss)	$	(4,334)	$	30,576	$	27,072	$	49,183
Attributable to shareholders of Criteo S.A.	$	(6,015)	$	29,866	$	20,827	$	46,849
Attributable to non-controlling interests	$	1,681	$	710	$	6,245	$	2,334

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

4

CRITEO S.A.

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (UNAUDITED)

	Share capital		Treasury Stock		Additional paid-in capital	Accumulated Other Comprehensive Income (Loss)	Retained Earnings	Equity - attributable to shareholders of Criteo S.A.	Non controlling interest	Total equity
	Common shares		Shares
	(in thousands, except share amounts )
Balance at December 31, 2018	67,708,203	$2,201	(3,459,119)	$(79,159)	$663,281	$(30,522)	$387,869	$943,670	$24,221	$967,891
Net income	—	—	—	—	—	—	19,120	19,120	2,281	21,401
Other comprehensive income (loss)	—	—	—	—	—	(11,347)	—	(11,347)	(198)	(11,545)
Issuance of ordinary shares	28,596	1	—	—	372	—	—	373	—	373
Change in treasury stocks	(1,594,288)	(45)	1,786,715	40,080	(36,091)	—	(3,944)	—	—	—
Share-Based Compensation	—	—	—	—	13,533	—	—	13,533	(11)	13,522
Other changes in equity	—		—	—	(1)	—	155	154	—	154
Balance at March 31, 2019	66,142,511	$2,157	(1,672,404)	$(39,079)	$641,094	$(41,869)	$403,200	$965,503	$26,293	$991,796
Net income	—	—	—	—	—	—	10,823	10,823	1,714	12,537
Other comprehensive income (loss)	—	—	—	—	—	8,246	—	8,246	767	9,013
Issuance of ordinary shares	19,012	—	—	—	252	—	—	252	—	252
Change in treasury stocks	—	—	553,435	12,515	—	—	(12,515)	—	—	—
Share-Based Compensation	—	—	—	—	11,254	—	—	11,254	108	11,362
Other changes in equity	—	—	—	—	(28)	330	(299)	3	—	3
Balance at June 30, 2019	66,161,523	$2,157	(1,118,969)	$(26,564)	$652,572	$(33,293)	$401,209	$996,081	$28,882	$1,024,963
Net income	—	—	—	—	—	—	18,778	18,778	1,779	20,557
Other comprehensive income (loss)	—	—	—	—	—	(24,793)	—	(24,793)	(98)	(24,891)
Issuance of ordinary shares	12,460	—	—	—	132	—	—	132	—	132
Change in treasury stocks	—	—	(688,282)	(12,210)	—	(296)	(5,393)	(17,899)	—	(17,899)
Share-Based Compensation	—	—	—	—	10,735	—	—	10,735	81	10,816
Effect of changes in consolidation scope	—	—	—	—	—	—	—	—	727	727
Other changes in equity	—	—	—	—	—	—	—	—	—	—
Balance at September, 2019	66,173,983	$2,157	(1,807,251)	$(38,774)	$663,439	$(58,382)	$414,594	$983,034	$31,371	$1,014,405

5

	Share capital		Treasury Stock		Additional paid-in capital	Accumulated Other Comprehensive Income (Loss)	Retained Earnings	Equity - attributable to shareholders of Criteo S.A.	Non controlling interest	Total equity
	Common shares		Shares
	(in thousands, except share amounts )
Balance at December 31, 2019	66,197,181	$2,158	(3,903,673)	$(74,900)	$668,389	$(40,105)	$451,725	$1,007,267	$30,721	$1,037,988
Net income	—	—	—	—	—	—	15,459	15,459	969	16,428
Other comprehensive income (loss)	—	—	—	—	—	(14,178)	—	(14,178)	(20)	(14,198)
Issuance of ordinary shares	5,700	—	—	—	39	—	—	39	—	39
Change in treasury stocks	—	—	(629,977)	(4,934)	—	—	(13,305)	(18,239)	—	(18,239)
Share-Based Compensation	—	—	—	—	8,082	—	—	8,082	49	8,131
Other changes in equity (*)	—	—	—	—	—	—	(3,399)	(3,399)	(142)	(3,541)
Balance at March 31, 2020	66,202,881	$2,158	(4,533,650)	$(79,834)	$676,510	$(54,283)	$450,480	$995,031	$31,577	$1,026,608
Net income	—	—	—	—	—	—	5,716	5,716	434	6,150
Other comprehensive income (loss)	—	—	—	—	—	9,986	—	9,986	241	10,227
Issuance of ordinary shares	2,000	—	—	—	13	—	—	13	—	13
Change in treasury stocks	—	—	(1,055,758)	(10,880)	—	—	(3,981)	(14,861)	—	(14,861)
Share-Based Compensation	—	—	—	—	6,765	—	—	6,765	39	6,804
Other changes in equity	—	—	—	—	—	—	32	32	24	56
Balance at June 30, 2020	66,204,881	$2,158	(5,589,408)	$(90,714)	$683,288	$(44,297)	$452,247	$1,002,682	$32,315	$1,034,997
Net income	—	—	—	—	—	—	5,227	5,227	66	5,293
Other comprehensive income (loss)	—	—	—	—	—	24,639	—	24,639	644	25,283
Issuance of ordinary shares	35,150	—	—	—	167	—	—	167	—	167
Change in treasury stocks	—	—	(399,850)	(5,636)	—	—	(4,851)	(10,487)	—	(10,487)
Share-Based Compensation	—	—	—	—	6,391	—	—	6,391	67	6,458
Other changes in equity (**)	(156,859)	(3)	—	3,900	(4,005)	—	309	201	—	201
Balance at September 30, 2020	66,083,172	$2,155	(5,989,258)	$(92,450)	$685,841	$(19,658)	$452,932	$1,028,820	$33,092	$1,061,912

(*) From January 1, 2020, we adopted ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost issued by the Financial Accounting Standards Board (FASB).

(**) Deferred consideration in the context of Storetail Marketing SAS acquisition in 2018.

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

6

CRITEO S.A.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

		Three Months Ended				Nine Months Ended
		September 30, 2019		September 30, 2020		September 30, 2019		September 30, 2020
	(in thousands)
Net income		$	20,557	$	5,293	$	54,495	$	27,871
Non-cash and non-operating items		18,776		39,831		72,735		105,742
- Amortization and provisions		19,455		24,680		57,381		79,631
- Net gain or loss on disposal of non-current assets		—		591		—		2,734
- Equity awards compensation expense (1)		11,165		6,803		36,760		22,465
- Change in deferred taxes		(2,710)		(80)		(1,374)		(7,697)
- Change in income taxes		(9,309)		6,684		(19,939)		7,411
- Other		175		1,153		(93)		1,198
Changes in working capital related to operating activities		3,956		6,032		36,243		7,663
- (Increase) / Decrease in trade receivables		14,821		(4,177)		120,164		122,529
- Increase / (Decrease) in trade payables		(4,415)		8,494		(77,895)		(95,303)
- (Increase) / Decrease in other current assets		638		(2,762)		2,150		2,288
- Increase/ (Decrease) in other current liabilities		(10,177)		6,303		(4,726)		(20,145)
- Change in operating lease liabilities and right of use assets		3,089		(1,826)		(3,450)		(1,706)
Cash from operating activities		43,289		51,156		163,473		141,276
Acquisition of intangible assets, property, plant and equipment		(27,239)		(16,308)		(69,343)		(57,037)
Change in accounts payable related to intangible assets, property, plant and equipment		3,295		3,410		(11,077)		13,870
(Payment for) Disposal of a business, net of cash acquired (disposed)		106		(3)		(4,582)		(3)
Change in other non-current financial assets		(165)		(280)		(1,349)		(20,629)
Cash used for investing activities		(24,003)		(13,181)		(86,351)		(63,799)
Proceeds from borrowings under line-of-credit agreement		—		3,193		—		157,503
Repayment of borrowings		(167)		(12)		(506)		(181)
Proceeds from capital increase		725		117		638		101
Repurchase of treasury stocks		(17,603)		(10,554)		(17,603)		(43,655)
Change in other financial liabilities		(928)		(1,083)		(1,167)		(2,010)
Cash (used for) from financing activities		(17,973)		(8,339)		(18,638)		111,758
Effect of exchange rates changes on cash and cash equivalents		(14,188)		18,927		(13,732)		18,746
Net increase (decrease) in cash and cash equivalents		(12,875)		48,563		44,752		207,981
Net cash and cash equivalents at beginning of period		422,053		578,181		364,426		418,763
Net cash and cash equivalents at end of period		$	409,178	$	626,744	$	409,178	$	626,744
Supplemental disclosures of cash flow information
Cash paid for taxes, net of refunds		(19,932)		4,337		(44,927)		(12,229)
Cash paid for interest		(337)		(153)		(1,095)		(819)

(1) Of which $10.8 million and $6.5 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, 2019 and 2020, respectively, and $35.7 million and $21.4 million for the nine months ended September 30, 2019 and 2020, respectively.

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

7

CRITEO S.A.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

We are a global technology company powering the world's marketers with trusted and impactful advertising. We strive to deliver measurable business results at scale across multiple marketing goals for retailers and brands, through our Commerce Media Platform. Using shopping data, artificial intelligence ("AI") technology and extensive consumer reach, we help marketers drive awareness, consideration and conversion for their products and services, and help retailers generate advertising revenues from consumer brands. Our data is pooled among our clients and offers deep insights into consumer intent and purchasing habits. To drive trusted and impactful advertising for marketers, we activate our data assets in a privacy-by-design way through proprietary AI technology to engage consumers in real time by designing, pricing and delivering highly relevant digital advertisements ("ads") across devices and environments. We price our offering on a range of pricing models and measure our value based on clear, well-defined performance metrics, making our impact on the business of our clients both transparent and easy to measure.

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".

___________________________________________________

1 Driving Awareness for a brand means exposing its brand name to consumers who have not been in touch with the brand before, thereby creating brand awareness from such consumers. Driving Consideration for an advertiser's products or services means attracting prospective new consumers to consider engaging with and/or buying this advertiser's products or services. Driving Conversion for an advertisers' products or services means triggering a purchase by consumers who have already engaged with this advertisers products or services in the past.

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Note 1. Summary of Significant Accounting Policies

Basis of Presentation

The unaudited condensed consolidated financial statements included herein (the "Unaudited Condensed Consolidated Financial Statements") have been prepared by Criteo 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 on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 2, 2020. The unaudited condensed consolidated financial statements included herein reflect all adjustments (consisting of normal, recurring adjustments) which are, in the opinion of management, necessary to state fairly the results for the interim periods presented. The results of operations for the interim periods presented are not necessarily indicative of the operating results to be expected for any subsequent interim period or for the fiscal year.

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

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

There have been no changes to our significant accounting policies described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, except for the accounting pronouncements adopted below.

Accounting Pronouncements Adopted in 2020

Effective January 1, 2020, we have adopted the Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model which requires the use of forward-looking information to calculate credit loss estimates. This results in earlier recognition of credit losses.

We measure loss allowances for all trade receivables using the lifetime expected credit loss approach, as described above. The expected credit losses on these financial assets are estimated using a provision matrix based on the Company’s historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date.

9

Effective January 1, 2020, we have adopted 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. The adoption of the ASU did not have an impact on our financial position or results of operations as we did not recognize an impairment loss during the period.

Effective January 1, 2020, we have adopted ASU 2018-15, Intangibles - Goodwill and Other - Internal Use Software - Customer’s Accounting for Implementation Costs incurred in a Cloud Computing Arrangement That is a Service Contract. This ASU was issued to clarify the accounting for implementation costs incurred for SaaS agreements. Previously the guidance only referred to development of internal use software and the accounting for SaaS agreements was not clarified. This ASU states that any capitalized implementation costs would be included in prepaid expenses, amortized over the term of the hosting arrangement on a straight-line basis and presented in the same line items in the Consolidated Statement of Income as the expense for fees of the associated hosting arrangements. The adoption of the standard did not have an impact on our financial position or results of operations, however, it did have a minor impact on expense classification in current and future periods.

Recent Accounting Pronouncements

In August 2018, the FASB issued ASU 2018 - 14, Compensation - Retirement Benefits - Defined Benefit Plans - General. The purpose of this update is to modify disclosure requirements for Defined Benefit Plans. It removes requirements to disclose the amounts in accumulated other comprehensive income expected to be recognized as components of net periodic benefit cost over the next fiscal year among others. It adds disclosure requirements for the items such as an explanation of the reasons for significant gains and losses related to changes in the benefit obligation for the period. We intend to adopt the standard on the effective date of January 1, 2021. The adoption of ASU 2018-14 is not expected to have a material impact on our financial position or results of operations but may have an impact on our disclosures.

In December 2019, the FASB issued Accounting Standard Update No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12), which simplifies the accounting for income taxes. We intend to adopt the standard on the effective date of January 1, 2021. The adoption of ASU 2019-12 is not expected to have a material impact on our financial position or results of operations but may have an impact on our disclosures.

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

10

Note 2. Significant Events and Transactions of the Period

Share repurchase program

On October 25, 2018, Criteo's Board of Directors authorized a share repurchase program of up to $80.0 million of the Company’s outstanding American Depositary Shares. We completed this share repurchase program in 2018. As of December 31, 2018, 3.5 million shares were held as treasury shares.

On February 8, 2019, the Board of Directors authorized the reduction of capital resulting in the formal retirement of 1.6 million treasury shares.

On July 26, 2019, Criteo's Board of Directors authorized a share repurchase program of up to $80.0 million of the Company's outstanding American Depositary Shares. As of December 31, 2019, 3.2 million shares were held as treasury shares as part of the share repurchase program authorized on July 26, 2019. We completed this share repurchase program in February 2020.

On April 23, 2020, Criteo's Board of Directors authorized a share repurchase program of up to $30.0 million of the Company's outstanding American Depositary Shares. We completed this share repurchase program in July 2020.

As of September 30, 2020, we had 6.0 million treasury shares remaining which may be used to satisfy the Company's obligations under its employee equity plans upon RSU vesting in lieu of issuing new shares, and for any potential M&A activity.

	Number of Treasury Shares	Amount (in thousands of dollars)
Balance at January 1, 2020	3,903,673	$	74,900
Treasury Shares Repurchased for RSU Vesting	3,358,068	43,655
Treasury Shares Issued for RSU Vesting	(1,272,483)	(26,105)
Balance at September 30, 2020	5,989,258	$	92,450

Restructuring

Cessation of our R&D operations in Palo Alto

On October 7, 2019, in connection with the new organization structure, the Company announced a plan to restructure its R&D activities with the closing of its R&D operations in Palo Alto. The Company incurred additional net restructuring costs of $0.06 million and $0.6 million for the three and nine months ended September 30, 2020, respectively, comprising of payroll expenses included in Research and Development expenses.

The following table summarizes restructuring activities as of September 30, 2020 included in other current liabilities on the balance sheet:

	Nine Months Ended
	September 30, 2020
	(in thousands)
Restructuring liability - January 1, 2020	$	5,581
Restructuring costs	560
Restructuring costs - non cash items	—
Amount paid	(5,108)
Restructuring liability - September 30, 2020	1,033

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Termination of the Palo Alto Lease

On September 30, 2020, we early terminated the Palo Alto lease, originally expiring in 2027. We incurred broker fees and termination penalties of $4.6 million in connection with this transaction. The net impact of write-offs of the right of use assets, lease liabilities, and fixed assets associated with the lease was nil.

For the three and nine months ended September 30, 2020, $1.5 million was included in Research and Development expenses, $0.8 million was included in General and Administrative expenses and $2.3 million was included in Sales and Operations expenses.

New organization structure

As part of a new organization structure designed to best support our multi-product platform strategy and accelerate execution, commenced in the twelve month period ended December 31, 2019, the Company incurred net restructuring costs of $2.8 million and $3.9 million for the three and nine month periods ended September 30, 2020, respectively, comprising of payroll expenses.

For the three and nine month periods ended September 30, 2020, respectively, nil and $0.2 million was included in Research and Development expenses, $1.3 million and $1.3 million was included in General and Administrative expenses and $1.5 million and $2.4 million was included in Sales and Operations expenses.

The following table summarizes restructuring activities as of September 30, 2020 included in other current liabilities on the balance sheet:

	Nine Months Ended
	September 30, 2020
	(in thousands)
Restructuring liability - January 1, 2020	$	510
Restructuring costs	3,932
Amount paid	(2,159)
Restructuring liability - September 30, 2020	2,283

We expect the majority of the cash outlays related to the charges incurred in 2020 will be complete within the next three months.

Changes in Group funding

In September 2015, Criteo S.A. entered into a Multicurrency Revolving Facility Agreement for general purposes of the Group including the funding of business combinations. On May 4, 2020, Criteo decided to draw €140 million ($164 million) under its RCF credit facility for general purposes. The drawdown is for an initial period of six months. In addition, the parties to the RCF agreement have agreed to extend the term of the agreement for one additional year, from March 2022 to March 2023, composed of a €350 million ($410 million) commitment through March 2022, and a €294 million ($344 million) commitment from the end of March 2022 through March 2023. The cost of the one-year extension is 0.025% of the extended amount.

Changes in Group financial investments

In September 2020, a $20.0 million amount has been invested in a 12 months term deposit with an annual yield of 0.75%. This new investment is classified as Cash and Cash Equivalents.

In June 2020, a €20.0 million ($23.4 million) amount was invested in a 24 months term deposit with an annual yield of 0.25%. This investment has been classified as Marketable Securities, a non-current asset, as it does not meet the cash and cash equivalent criteria.

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Note 3. Financial Instruments

Financial assets

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

	December 31, 2019		September 30, 2020
	(in thousands)
Trade receivables, net of allowance	481,732		335,583
Other taxes	60,924		58,123
Other current assets	17,225		19,278
Non-current financial assets	21,747		20,174
Marketable Securities	—		23,416
Total	$	581,628	$	456,574

Credit Risk

We maintain an allowance for estimated credit losses. During the period ended December 31, 2019 and the nine month period ended September 30, 2020, our net change in allowance for credit losses was $9.9 million and $22.2 million, respectively (note 4). The primary cause of this change was the adoption of ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) from January 1, 2020 resulting in an earlier recognition of credit losses, the cumulative effect of which, was recorded as an adjustment to retained earnings for $3.5 million (note 1), as well as an increase to the provision due to the expected impact of COVID-19 on the Company's future cash collection.

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.

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 or pause the provision of services until payment of past due receivables is made.

As of December 31, 2019 and September 30, 2020, no customer accounted for 10% or more of trade receivables.

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Financial Liabilities

	December 31, 2019		September 30, 2020
	(in thousands)
Trade payables	$	390,277	$	293,480
Other taxes	50,099		45,998
Employee-related payables	74,781		68,709
Other current liabilities	35,886		43,299
Financial liabilities	4,405		167,077
Total	$	555,448	$	618,563

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

We are party to several loan agreements and a revolving credit facility, or RCF, with third-party financial institutions. There have been no significant changes from what was disclosed in Note 12 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2019 except as presented in note 2 relating to a drawing for a total amount of €140 million ($164 million) under the RCF credit facility for general purposes. The drawdown is for an initial period of six months. In addition, the parties to the RCF agreement have agreed to extend the term of the agreement for one additional year, from March 2022 to March 2023, composed of a €350 million ($410 million) commitment through March 2022, and a €294 million ($344 million) commitment from the end of March 2022 through March 2023. The cost of the one-year extension is 0.025% of the extended amount.

Fair Value Measurements     

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

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

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, 2019		September 30, 2020
Derivative Liabilities:
Included in financial liabilities - current portion	$	1,284	$	59

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

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Cash and Cash Equivalents

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

	December 31, 2019		September 30, 2020
	(in thousands)
Cash equivalents	$	189,119	$	201,240
Cash on hand	229,644		425,504
Total cash and cash equivalents	$	418,763	$	626,744

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

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

Marketable Securities

We made a €20 million investment in a 24 months term deposit with one of the RCF parties, with a yearly yield of 0.25%. This investment has been classified under Marketable Securities as a non-current asset as it does not meet the cash and cash equivalent criteria.

We determine the appropriate classification of our investments in marketable securities at the time of purchase and re-evaluate such designation at each balance sheet date. We have classified and accounted for our marketable debt securities as available-for-sale. After consideration of our risk versus reward objectives, as well as our liquidity requirements, management may redeem these debt securities prior to their stated maturities.

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

	December 31, 2019		September 30, 2020
	(in thousands)
Term Deposits	$	—	$	23,416
Marketable Securities	—		$	23,416

The gross unrealized gains on our marketable securities were not material as of September 30, 2020.

For our marketable securities, the fair value approximates the carrying amount, given the nature of the term deposit and the maturity of the expected cash flows. The term deposit is considered a level 2 financial instruments as it is measured using valuation techniques based on observable market data.

The following table classifies our marketable securities by contractual maturities:

	September 30, 2020
	(in thousands)
Due in one year	$	—
Due in one to five years	$	23,416
Total	$	23,416

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Note 4. Trade Receivables

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

	December 31, 2019		September 30, 2020
	(in thousands)
Trade accounts receivables	$	497,800	$	373,860
(Less) Allowance for credit losses	(16,068)		(38,277)
Net book value at end of period	$	481,732	$	335,583

Changes in allowance for credit accounts are summarized below:

	2019		2020
	(in thousands)
Balance at January 1	$	(25,918)	$	(16,068)
Allowance for credit losses through retained earnings (*)	—		(3,503)
Allowance for credit losses	(6,042)		(26,465)
Reversal of provision	12,318		7,944
Currency translation adjustment	96		(185)
Balance at September 30	$	(19,546)	$	(38,277)

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

The amount charged to allowance for credit losses for the nine months ended September 30, 2020 increased compared to the same period in the prior year due to the application of the expected credit loss model beginning on January 1, 2020 as well as an increase to the provision due to the expected impact of COVID-19 on the Company's future cash collections caused by the downturn in the economy which has led to financial difficulties for some of our customers, particularly those operating in the retail sector. In times of the global economic turmoil, brought about by COVID-19, our estimates and judgments with respect to the collectability of our receivables are subject to greater uncertainty than in more stable periods.

The reversal of provision decreased during the nine month period ended September 30, 2020, mainly due to lower payments received and lower write-offs of long outstanding receivables already reserved for which it is certain we will not collect the receivable. During the nine month period ended September 30, 2020, the Company recovered $2.8 million previously written off, accounted for as a reversal of provision.

The Company mitigates its credit risk with respect to accounts receivables by performing credit evaluations and monitoring agencies and advertisers' accounts receivables balances.

We write off accounts receivable balances once the receivables are no longer deemed collectible.

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Note 5. Other Current Assets

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

	December 31, 2019		September 30, 2020
	(in thousands)
Prepayments to suppliers	$	5,109	$	5,168
Other debtors	4,225		4,538
Prepaid expenses	7,891		9,572
Gross book value at end of period	17,225		19,278
Net book value at end of period	$	17,225	$	19,278

Prepaid expenses mainly consist of office rental advance payments.

Note 6. Intangible Assets and Goodwill

There have been no significant additions to intangible assets or goodwill since December 31, 2019.

In addition, no events or circumstances have occurred during the three months ended September 30, 2020 that would indicate impairment of intangible assets and goodwill.

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

	Software		Technology and customer relationships		Total
	(in thousands)
From October 1 to December 31, 2020	$	4,307	$	2,892	$	7,199
2021	10,161		11,566		21,727
2022	7,398		11,566		18,964
2023	2,692		11,046		13,738
2024	732		8,700		9,432
Thereafter	67		7,213		7,280
Total	$	25,357	$	52,983	$	78,340

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Note 7. Other Current Liabilities

Other current liabilities are presented in the following table:

	December 31, 2019		September 30, 2020
	(in thousands)
Clients' prepayments	$	13,618	$	11,609
Credit notes	16,420		12,314
Accounts payable relating to capital expenditures	4,408		17,352
Other creditors	1,213		1,645
Deferred revenue	227		379
Total	$	35,886	$	43,299

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Note 8. Leases

We have adopted Topic 842 effective January 1, 2019 on a modified retrospective basis and elected not to restate comparative periods. We chose to use certain practical expedients offered by the standard including:

•We did not reassess whether any expired or existing contracts are or contain leases, the lease classification for any expired or existing leases, or the initial direct costs for any existing leases,

•We do not recognize a lease liability or right of use asset for leases with a term of 12 months or less, and

•We used hindsight in determining the lease term.

We lease space under non-cancellable operating leases for our offices as well as our data centers. Our office leases typically include free rent periods or rent escalation periods, and may also include leasehold improvement incentives. Leases for data centers may also include free rent periods or rent escalation periods. These leases typically do not include residual value guarantees. Both office and data center leases may contain both lease components (rent) and non-lease components (maintenance, electrical costs, and other service charges). Non-lease components are accounted for separately.

Both office and data center leases typically contain options to renew, and/or early terminate. Options have been included in the lease term if management has determined it is reasonably certain it will be exercised.

Operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate at lease commencement to determine the present value of future payments. We have a centralized treasury function, and the majority of our leases are negotiated and signed by representatives of Criteo SA. As such, the incremental borrowing rate of Criteo SA is used for all of our contracts. It is then adjusted in consideration of the currency of the lease and the lease term as of the lease commencement date.

Lease expense is recognized for minimum lease payments on a straight-line basis over the lease term. Variable costs are expensed in the period incurred. Variable expenses include changes in indexation. Leases for data centers may have variable costs based on electrical usage.

The components of lease expense are as follows:

	Three Months Ended
	September 30, 2019						September 30, 2020
	Offices		Data Centers		Total		Offices		Data Centers		Total
	(in thousands)
Lease expense	$	8,515	$	6,086	$	14,601	$	6,969	$	7,199	$	14,168
Short term lease expense	496		518		1,014		115		—		115
Variable lease expense	406		605		1,011		307		22		329
Sublease income	(769)		—		(769)		(338)		—		(338)
Total operating lease expense	$	8,648	$	7,209	$	15,857	$	7,053	$	7,221	$	14,274

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	Nine Months Ended
	September 30, 2019						September 30, 2020
	Offices		Data Centers		Total		Offices		Data Centers		Total
	(in thousands)
Lease expense	$	27,077	$	17,427	$	44,504	$	20,770	$	20,519	$	41,289
Short term lease expense	1,944		1,573		3,517		332		—		332
Variable lease expense	458		958		1,416		320		110		430
Sublease income	(2,538)		—		(2,538)		(514)		—		(514)
Total operating lease expense	$	26,941	$	19,958	$	46,899	$	20,908	$	20,629	$	41,537

As of September 30, 2020, we had future minimum lease payments as follows:

	September 30, 2020
	Offices		Data Centers		Total
	(in thousands)
Remainder of 2020	$	7,281	$	6,369	$	13,650
2021	28,738		20,914		49,652
2022	27,271		10,809		38,080
2023	17,463		4,411		21,874
2024	8,220		2,258		10,478
Thereafter	9,556		378		9,934
Total minimum lease payments	98,529		45,139		143,668
Impact of Discount Rate	(2,876)		(1,542)		(4,418)
Total Lease Liability	$	95,653	$	43,597	$	139,250

The weighted average remaining lease term and discount rates as of September 30, 2020 are as follows:

	September 30, 2019		September 30, 2020
Weighted average remaining lease term (years)
Offices	4.98		3.78
Data Centers	2.64		2.46
Weighted average discount rate
Offices	2.65	%	1.99	%
Data Centers	1.82	%	1.62	%

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Supplemental cash flow information related to our operating leases is as follows for the three and nine months ended September 30, 2020:

	Three Months Ended
	September 30, 2019		September 30, 2020
	(in thousands)
Cash paid for amounts included in the measurement of lease liabilities
Cash flow for operating activities	$	(12,885)	$	(20,070)
Right of use assets obtained in exchange for new operating lease liabilities	$	4,194	$	9,792

	Nine Months Ended
	September 30, 2019		September 30, 2020
	(in thousands)
Cash paid for amounts included in the measurement of lease liabilities
Cash flow for operating activities	$	(40,816)	$	(46,851)
Right of use assets obtained in exchange for new operating lease liabilities	$	15,714	$	9,792

As of September 30, 2020, we have additional operating leases, that have not yet commenced which will result in additional operating lease liabilities and right of use assets:

	Offices		Data Centers
	(in thousands)
Additional operating lease liabilities	$	—	$	8,015
Additional right of use assets	$	—	$	8,015

These operating leases will commence during the fiscal year ending December 31, 2021.

During the three and nine months ended September 30, 2020, we incurred an impairment loss of $1.6 million on certain right of use assets due to the implementation of management's facilities right sizing program. We used market quotes in determining the fair value of the right of use assets. The impairment loss was classified between Research and Development expenses $0.2 million, Sales and Operations expenses $1.1 million, and General and Administrative expenses $0.3 million.

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Note 9. Revenue

Revenue Recognition

We sell personalized display advertisements featuring product-level recommendations either directly to clients or to advertising agencies. Historically, the Criteo model has focused solely on converting our clients' website visitors into customers, enabling us to charge our clients only when users engage with an ad we deliver, usually by clicking on it. More recently, we have expanded our solutions to address a broader range of marketing goals for our clients.

•Criteo Marketing Solutions allow commerce companies to address multiple marketing goals by engaging their consumers with personalized ads across the web, mobile and offline store environments.

•Criteo Retail Media solutions allow retailers to generate advertising revenues from consumer brands, and/or to drive sales for themselves, by monetizing their data and audiences through personalized ads, either on their own digital property or on the open Internet, that address multiple marketing goals.

In conjunction with broadening our solutions, we have also started expanding our pricing models to now include a combination of cost-per-install and cost-per-impression for selected new solutions, in addition to cost-per-click.

We recognize revenues when we transfer control of promised services directly to our clients or to advertising agencies, which we collectively refer to as our clients, in an amount that reflects the consideration to which we expect to be entitled to in exchange for those services.

For campaigns priced on a cost-per-click and cost-per-install basis, we bill our clients when a user clicks on an advertisement we deliver or installs an application by clicking on an advertisement we delivered, respectively. For these pricing models, we recognize revenue when a user clicks on an advertisement or installs an application.     

For campaigns priced on a cost-per-impression basis, we bill our clients based on the number of times an advertisement is displayed to a user. For this pricing model, we recognize revenue when an advertisement is displayed.

For the majority of our revenue, we act as principal in our arrangements because (i) we control the advertising inventory (spaces on websites) before it is transferred to our clients; (ii) we bear sole responsibility for fulfillment of the advertising promise and inventory risks and (iii) we have full discretion in establishing prices. Therefore, based on these factors, we report revenue earned and the related costs incurred on a gross basis.

Disaggregation of revenue

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.

The following table presents our revenues disaggregated by geographical area:

	Americas		EMEA		Asia-Pacific		Total
For the three months ended	(in thousands)
September 30, 2019	$	213,937	$	185,556	$	123,113	$	522,606
September 30, 2020	$	204,618	$	167,800	$	97,927	$	470,345

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	Americas		EMEA		Asia-Pacific		Total
For the nine months ended	(in thousands)
September 30, 2019	$	645,904	$	589,558	$	373,414	$	1,608,876
September 30, 2020	$	582,037	$	517,535	$	311,763	$	1,411,335

Excluding our historical solution for driving Conversion, considered to be a part of Criteo Marketing Solutions (formerly called Criteo Dynamic Retargeting), no individual solution from either Criteo Marketing Solutions , nor Criteo Retail Media, accounted for more than 10% of total consolidated revenue for the periods presented.

Customer Credit Notes

We offer credit notes to certain customers as a form of incentive, which are accounted for as variable consideration. We estimate these amounts based on the expected amount to be provided to customers and they are recognized as a reduction of revenue. We believe that there will not be significant changes to our estimates of variable consideration.

Deferred Revenues

We record deferred revenues when cash payments are received or due in advance of our performance. Our payment terms vary depending on the service or the type of customer. For certain customers, we require payment before the services are delivered.

Practical Expedients     

We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.

We generally expense sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within sales and operating expenses.

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Note 10. Share-Based Compensation

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

During the nine months ended September 30, 2020, there were four grants of RSUs and one grant of OSAs under the Employee Share Option Plan 12 as defined in Note 20 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019.

On March 2, 2020, 40,240 RSUs were granted to Criteo employees subject to continued employment and 43,217 RSUs and 43,217 PSUs were granted to a member of the management subject to continued employment.

On April 23, 2020, 72,411 RSUs were granted to Criteo employees subject to continued employment and 140,513 OSAs were granted to a member of management subject to continued employment.

On June, 22, 2020, 1,626,850 RSUs were granted to Criteo employees, to certain senior managers and members of management subject to continued employment.

On July, 23, 2020, 43,480 RSUs were granted to Criteo employees subject to continued employment.

There have been no changes in the vesting and method of valuation of the BSPCEs, OSAs, RSUs, or BSAs from what was disclosed in Note 20 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 2, 2020.

Change in Number of BSPCE/OSA/RSU/BSA

	OSA/BSPCE	RSU/PSU	BSA	Total
Balance at January 1, 2020	2,559,534	4,978,986	363,767	7,902,287
Granted	140,513	1,869,415	—	2,009,928
Exercised (OSA/BSPCE/BSA)	(35,600)	—	(7,250)	(42,850)
Vested (RSU)		(1,130,171)	—	(1,130,171)
Forfeited	(331,724)	(809,281)	(12,742)	(1,153,747)
Expired	(3,600)	—	—	(3,600)
Balance at September 30, 2020	2,329,123	4,908,949	343,775	7,581,847

Breakdown of the Closing Balance

	OSA/BSPCE		RSU	BSA
Number outstanding	2,329,123		4,908,949	343,775
Weighted-average exercise price	€	21.89	NA	€	15.12
Number vested	1,733,069		—	168,756
Weighted-average exercise price	€	24.53	NA	€	17.58
Weighted-average remaining contractual life of options outstanding, in years	5.55		NA	7.04

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Reconciliation with the Unaudited Consolidated Statements of Income

	Three Months Ended
	September 30, 2019								September 30, 2020
	(in thousands)
	R&D		S&O		G&A		Total		R&D		S&O		G&A		Total
RSUs	$	(3,190)	$	(3,741)	$	(3,360)	$	(10,291)	$	(3,333)	$	(2,957)	$	(595)	$	(6,885)
Share options / BSPCE	(22)		(68)		(435)		(525)		—		(233)		661		428
Total share-based compensation	(3,212)		(3,809)		(3,795)		(10,816)		(3,333)		(3,190)		66		(6,457)
BSAs	—		—		(349)		(349)		—		—		(346)		(346)
Total equity awards compensation expense	$	(3,212)	$	(3,809)	$	(4,144)	$	(11,165)	$	(3,333)	$	(3,190)	$	(280)	$	(6,803)

	Nine Months Ended
	September 30, 2019								September 30, 2020
	(in thousands)
	R&D		S&O		G&A		Total		R&D		S&O		G&A		Total
RSUs	$	(10,988)	$	(14,365)	$	(9,372)	$	(34,725)	$	(7,771)	$	(8,092)	$	(5,168)	$	(21,031)
Share options / BSPCE	423		463		(1,861)		(975)				(288)		(73)		(361)
Total share-based compensation	(10,565)		(13,902)		(11,233)		(35,700)		(7,771)		(8,380)		(5,241)		(21,392)
BSAs	—		—		(1,060)		(1,060)		—		—		(1,073)		(1,073)
Total equity awards compensation expense	$	(10,565)	$	(13,902)	$	(12,293)	$	(36,760)	$	(7,771)	$	(8,380)	$	(6,314)	$	(22,465)

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Note 11. Financial Income and Expenses

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

	Three Months Ended
	September 30, 2019		September 30, 2020
	(in thousands)
Financial income from cash equivalents	$	442	$	108
Interest and fees	(454)		(677)
Interest on debt	(421)		(437)
Fees	(33)		(240)
Foreign exchange gain (loss)	(869)		107
Other financial expense	(19)		(29)
Total financial expense	$	(900)	$	(491)

	Nine Months Ended
	September 30, 2019		September 30, 2020
	(in thousands)
Financial income from cash equivalents	$	1,227	$	551
Interest and fees	(1,458)		(1,920)
Interest on debt	(1,294)		(1,455)
Fees	(164)		(465)
Foreign exchange gain (loss)	(3,556)		(389)
Other financial expense	(441)		(70)
Total financial expense	$	(4,228)	$	(1,828)

The $0.5 million and the $1.8 million financial expenses for the three and nine months ended September 30, 2020, respectively, were driven by the up-front fees amortization, the non-utilization costs and the financial expense relating to the €140 million ($163.9 million) drawdown performed in May 2020 (note 2) as part of our available Revolving Credit Facility (RCF) financing and the recognition of a negative impact of foreign exchange reevaluations net of related hedging.

We manage our exposure to foreign currency risk at Criteo S.A. level and hedge using foreign currency swaps or forward purchases or sales of foreign currencies.

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Note 12. Income Taxes

Breakdown of Income Taxes

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

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

	Nine Months Ended
	September 30, 2019		September 30, 2020
	(in thousands)
Current income tax	$	(24,988)	$	(19,640)
Net change in deferred taxes	1,374		7,697
Provision for income taxes	$	(23,614)	$	(11,943)

For the nine months ended September 30, 2019 and 2020, we used an annual estimated tax rate of 30% to calculate the provision for income taxes. The effective tax rate was 30% for the nine months ended September 30, 2019 and 2020, respectively. Discrete items were immaterial for the nine months ended September 30, 2020 resulting in no material difference between the annual estimated tax rate and the effective tax rate.

Current tax assets and liabilities

The total amount of current tax assets consists mainly of prepayments of income taxes and credits of Criteo SA, Criteo Corp, Criteo Gmbh and Criteo K.K.

Update on tax inspection in the United States

On September 27, 2017, we received a draft notice of proposed adjustment (NOPA) from the Internal Revenue Service ("IRS") audit of Criteo Corp. for the year ended December 31, 2014, confirmed by the definitive notice dated February 8, 2018. We disagreed with the IRS's position and contested it. On August 24, 2020, the IRS and the Company agreed to a settlement and closed the income tax audit for the year ended December 31, 2014. The settlement provides for a disallowance of Criteo Corp's. Net Operating Losses (NOLs) amounting to $9.2 million.

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Note 13. Earnings Per Share

Basic Earnings Per Share

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

	Three Months Ended				Nine Months Ended
	September 30, 2019		September 30, 2020		September 30, 2019		September 30, 2020
Net income attributable to shareholders of Criteo S.A.	$	18,778	$	5,227	$	48,721	$	26,402
Weighted average number of shares outstanding	64,868,545		60,080,598		64,600,869		61,059,345
Basic earnings per share	$	0.29	$	0.09	$	0.75	$	0.43

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, 2019 and September 30, 2020. 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, restricted stock unit ("RSU") or 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, 2019		September 30, 2020		September 30, 2019		September 30, 2020
Net income attributable to shareholders of Criteo S.A.	$	18,778	$	5,227	$	48,721	$	26,402
Weighted average number of shares outstanding of Criteo S.A.	64,868,545		60,080,598		64,600,869		61,059,345
Dilutive effect of :
Restricted share awards ("RSUs")	907,412		811,136		987,586		440,835
Share options and BSPCE	261,324		128,291		290,756		133,865
Share warrants	29,764		7,770		37,008		10,782
Weighted average number of shares outstanding used to determine diluted earnings per share	66,067,045		61,027,795		65,916,219		61,644,827
Diluted earnings per share	$	0.28	$	0.09	$	0.74	$	0.43

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, 2019	September 30, 2020	September 30, 2019	September 30, 2020
Restricted share awards	2,218,465	428,949	1,335,496	2,284,562
Share options and BSPCE	62,880	140,513	43,725	93,675
Weighted average number of anti-dilutive securities excluded from diluted earnings per share	2,281,345	569,462	1,379,221	2,378,237

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Note 14. Commitments and contingencies

Commitments

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

As mentioned in Notes 2 and 3, we are party to an RCF with a syndicate of banks which allows us to draw up to an additional €210.0 million ($245.9 million).

We are also party to short-term credit lines and overdraft facilities with HSBC plc, BNP Paribas and LCL with an authorization to draw up to a maximum of €21.5 million ($25.2 million) in the aggregate under the short-term credit lines and overdraft facilities. As of September 30, 2020, we had not drawn on any of these facilities. Any loans or overdrafts under these short-term facilities bear interest based on the one month EURIBOR rate or three month EURIBOR rate. As these facilities are exclusively short-term credit and overdraft facilities, our banks have the ability to terminate such facilities on short notice.

Contingencies

Changes in provisions during the presented periods are summarized below:

	Provision for employee-related litigation		Other provisions		Total
	(in thousands)
Balance at January 1, 2020	$	620	$	5,765	$	6,385
Increase	228		—		228
Provision used	(5)		(823)		(828)
Provision released not used*	—		(2,116)		(2,116)
Currency translation adjustments	32		(112)		(80)
Other**	$	—	(2,629)		(2,629)
Balance at September 30, 2020	$	875	$	85	$	960
- of which current	875		85		960

*Due to changes in management's best estimates of the future outflow
**Transfer to Other liabilities due to tax notification received confirming the amount owed

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

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

The Company operates in the following three geographical markets:

•    Americas (North and South America);

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

•    Asia-Pacific.

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

	Americas		EMEA		Asia-Pacific		Total
For the three months ended:	(in thousands)
September 30, 2019	$	213,937	$	185,556	$	123,113	$	522,606
September 30, 2020	$	204,618	$	167,800	$	97,927	$	470,345

Revenue generated in France, the country of incorporation of Parent, amounted to $33.5 million and $30.7 million for the three months ended September 30, 2019 and 2020, respectively.

	Americas		EMEA		Asia-Pacific		Total
For the nine months ended:	(in thousands)
September 30, 2019	$	645,904	$	589,558	$	373,414	$	1,608,876
September 30, 2020	$	582,037	$	517,535	$	311,763	$	1,411,335

Revenue generated in France amounted to $106.2 million and $90.0 million for the nine month ended September 30, 2019 and 2020, respectively.

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

	Three Months Ended				Nine Months Ended
	September 30, 2019		September 30, 2020		September 30, 2019		September 30, 2020
	(in thousands)
Americas
United States	$	192,954	$	185,547	$	581,560	$	528,453
EMEA
Germany	$	45,972	$	39,246	$	146,565	$	129,485
United Kingdom	$	19,337	$	21,597	$	62,285	$	63,274
Asia-Pacific
Japan	$	83,174	$	68,459	$	285,605	$	220,878

As of September 30, 2019 and 2020, our largest client represented 2.7% and 1.2%, respectively, of our consolidated revenue.

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Other Information

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

					Of which						Of which
	Holding		Americas		United States		EMEA		Asia-Pacific		Japan		Singapore		Total
(in thousands)
December 31, 2019	$	136,621	$	104,389	$	100,107	$	20,336	$	19,701	$	9,617	$	5,970	$	281,047
September 30, 2020	$	137,004	$	96,312	$	96,123	$	8,408	$	32,295	$	20,389	$	7,952	$	274,019

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 25 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019 except as follows:

On September 3, 2020, the Group announced the appointment of Sarah Glickman as the Company's Chief Financial Officer, effective September 8, 2020, replacing Dave Anderson.

The Executive Officers as of September 30, 2020 were:

•Megan Clarken - Chief Executive Officer;

•Sarah Glickman - Chief Financial Officer; and

•Ryan Damon - General Counsel and Corporate Secretary.

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Note 17. Subsequent Events

Given the ongoing impact that the COVID-19 pandemic is having on the Company's clients' business, it will remain a factor in our analysis of estimates residing in the financial statements, including, but not limited to, estimates related to receivable reserves calculated under the CECL model, the impairment analysis, and the income tax calculation. These estimates involve projections and assumptions regarding the future economic environment and as such it is possible that events may occur rapidly or unexpectedly that could lead to their changes. We will continue to closely monitor the effects of the COVID-19 pandemic, and continuously evaluate its impact on our key estimates.

The Company evaluated all other subsequent events that occurred after September 30, 2020 through the date of issuance of the unaudited condensed consolidated financial statements and determined there are no other significant events that require adjustments or disclosures.

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

The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Securities and Exchange Commission, or "SEC", on March 2, 2020.

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, 2019. Please refer to Note 1,"Summary of Significant Accounting Policies," of the Notes to Unaudited Condensed Consolidated Financial Statements for a discussion of the changes in accounting policies due to the adoption of this standard.

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 2020.

Use of Non-GAAP Financial Measures

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

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

Adjusted EBITDA is our consolidated earnings before financial income (expense), income taxes, depreciation and amortization, adjusted to eliminate the impact of equity awards compensation expense, pension service costs, restructuring related and transformation costs, acquisition-related costs and deferred price consideration. During the period, we have broadened the definition of Adjusted EBITDA to exclude costs related to restructuring and transformation costs, in addition to restructuring charges previously excluded. Adjusted EBITDA is a key measure used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operational plans. In particular, we believe that by eliminating equity awards compensation expense, pension service costs, restructuring related and transformation costs, 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.

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

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Condensed Consolidated Statements of Income Data (Unaudited):

		Three Months Ended				Nine Months Ended
		September 30, 2019		September 30, 2020		September 30, 2019		September 30, 2020
	(in thousands, except share and per share data)
Revenue		$	522,606	$	470,345	$	1,608,876	$	1,411,335
Cost of revenue (2)
Traffic acquisition costs		(301,901)		(284,401)		(928,559)		(839,463)
Other cost of revenue		(31,101)		(34,608)		(86,205)		(102,328)
Gross profit		189,604		151,336		594,112		469,544
Operating expenses
Research and development expenses (2)		(41,414)		(30,954)		(132,006)		(99,716)
Sales and operations expenses (2)		(85,985)		(83,659)		(277,397)		(244,414)
General and administrative expenses (2)		(32,835)		(28,672)		(102,372)		(83,772)
Total operating expenses		(160,234)		(143,285)		(511,775)		(427,902)
Income from operations		29,370		8,051		82,337		41,642
Financial expense		(900)		(491)		(4,228)		(1,828)
Income before taxes		28,470		7,560		78,109		39,814
Provision for income taxes		(7,913)		(2,267)		(23,614)		(11,943)
Net income		$	20,557	$	5,293	$	54,495	$	27,871
Net income available to shareholders of Criteo S.A. (1)		$	18,778	$	5,227	$	48,721	$	26,402
Net income available to shareholders of Criteo S.A. per share:
Basic		$	0.29	$	0.09	$	0.75	$	0.43
Diluted		$	0.28	$	0.09	$	0.74	$	0.43
Weighted average shares outstanding used in computing per share amounts:
Basic		64,868,545		60,080,598		64,600,869		61,059,345
Diluted		66,067,045		61,027,795		65,916,219		61,644,827

(1) For the three months ended September 30, 2019 and 2020, this excludes $1.8 million and $0.1 million, respectively, of net income attributable to non-controlling interests held by Yahoo! Japan in our Japanese subsidiary Criteo KK. For the nine months ended September 30, 2019 and 2020, this excludes $5.8 million and $1.5 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 related and transformation costs, acquisition-related costs and deferred price consideration as follows:

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Detailed Information on Selected Items (unaudited):

		Three Months Ended				Nine Months Ended
		September 30, 2019		September 30, 2020		September 30, 2019		September 30, 2020
	(in thousands)
Equity awards compensation expense
Research and development expenses		$	3,230	$	3,333	$	11,458	$	7,771
Sales and operations expenses		4,398		3,190		16,292		8,380
General and administrative expenses		4,142		280		12,293		6,314
Total equity awards compensation expense		$	11,770	$	6,803	$	40,043	$	22,465
Pension service costs
Research and development expenses		188		286		572		824
Sales and operations expenses		71		101		214		291
General and administrative expenses		129		185		387		534
Total pension service costs (a)		$	388	$	572	$	1,173	$	1,649
Depreciation and amortization expense
Cost of revenue		12,193		14,712		32,175		40,581
Research and development expenses (b)		4,249		1,721		11,260		9,029
Sales and operations expenses (c)		4,178		4,176		14,151		12,737
General and administrative expenses		1,768		1,143		5,413		3,751
Total depreciation and amortization expense		$	22,388	$	21,752	$	62,999	$	66,098
Acquisition-related costs
General and administrative expenses				112				112
Total acquisition-related costs		$	—	$	112	$	—	$	112
Restructuring related and transformation costs (1)
Research and development expenses		172		1,985		296		3,493
Sales and operations expenses		131		5,357		2,196		6,793
General and administrative expenses		—		4,839		429		5,320
Total Restructuring related and transformation costs (1)		$	303	$	12,181	$	2,921	$	15,606

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

(b) Includes acquisition-related amortization of intangible assets of $2.7 million and $0.7 million for the three months ended September 30, 2019 and 2020, respectively, and $8.1 million and $6.1 million for nine months ended September 2019, 2020, respectively.

(c) Includes acquisition-related amortization of intangible assets of $2.7 million and $2.2 million for the three months ended September 30, 2019 and 2020, respectively and $8.2 million and $6.5 million for the nine months ended September 30, 2019 and 2020, respectively.

36

(1) For the three and nine months ended September 2019, and September 2020, respectively, the Company recognized restructuring-related and transformation charges following its new organizational structure implemented to support its multi-product platform strategy and office right sizing policy:

	Three Months Ended		Nine Months Ended
	September 30, 2019	September 30, 2020	September 30, 2019	September 30, 2020
	(in thousands)
(Gain) from forfeitures of share-based compensation awards	(606)	—	(3,284)	—
Depreciation and amortization expense	—	—	1,228	—
Facilities and impairment related costs	—	7,023	1,647	8,817
Payroll related costs	909	2,858	3,330	4,489
Consulting costs related to transformation	—	2,300	—	2,300
Total restructuring related and transformation costs	303	12,181	2,921	15,606

For the Three Months Ended and the Nine Months Ended September 30, 2020, the cash outflows related to restructuring related and transformation costs were $6.2 million, and $13.0 million respectively, and were mainly compromised of payroll costs, broker fees and termination penalties related to facilities.

Consolidated Statements of Financial Position Data (unaudited):

	December 31, 2019		September 30, 2020
	(in thousands)
Cash and cash equivalents	$	418,763	$	626,744
Total assets	1,790,384		1,843,368
Trade receivables, net of credit losses	481,732		335,583
Total financial liabilities	4,405		167,077
Total liabilities	752,396		781,456
Total equity	$	1,037,988	$	1,061,912

Other Financial and Operating Data (unaudited):

		Three Months Ended				Nine Months Ended
		September 30, 2019		September 30, 2020		September 30, 2019		September 30, 2020
	(in thousands, except client data)
Number of clients		19,971		20,565		19,971		20,565
Revenue ex-TAC (3)		$	220,705	$	185,944	$	680,317	$	571,872
Adjusted Net Income (4)		$	35,446	$	24,302	$	105,881	$	73,037
Adjusted EBITDA (5)		$	64,219	$	49,471	$	189,473	$	147,572

37

(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, 2019		September 30, 2020		September 30, 2019		September 30, 2020
	(in thousands)
Revenue		$	522,606	$	470,345	$	1,608,876	$	1,411,335
Adjustment:
Traffic acquisition costs		(301,901)		(284,401)		(928,559)		(839,463)
Revenue ex-TAC		$	220,705	$	185,944	$	680,317	$	571,872

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(4) We define Adjusted Net Income as our net income adjusted to eliminate the impact of equity awards compensation expense, amortization of acquisition-related intangible assets, restructuring related and transformation costs, 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 related and transformation 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, 2019		September 30, 2020		September 30, 2019		September 30, 2020
	(in thousands)
Net income	$	20,557	$	5,293	$	54,495	$	27,871
Adjustments:
Equity awards compensation expense	11,770		6,803		40,043		22,465
Amortization of acquisition-related intangible assets	5,456		2,899		16,393		12,594
Acquisition-related costs	—		112		—		112
Restructuring related and transformation costs (1)	303		12,181		2,921		15,606
Tax impact of the above adjustments	(2,640)		(2,986)		(7,971)		(5,611)
Adjusted Net Income	$	35,446	$	24,302	$	105,881	$	73,037

(1) For the three and nine months ended September 2019, and September 2020, respectively, the Company recognized restructuring-related and transformation charges following its new organizational structure implemented to support its multi-product platform strategy and office right sizing policy, as detailed below:

	Three Months Ended		Nine Months Ended
	September 30, 2019	September 30, 2020	September 30, 2019	September 30, 2020
	(in thousands)
(Gain) from forfeitures of share-based compensation awards	(606)	—	(3,284)	—
Depreciation and amortization expense	—	—	1,228	—
Facilities and impairment related costs	—	7,023	1,647	8,817
Payroll related costs	909	2,858	3,330	4,489
Consulting costs related to transformation	—	2,300	—	2,300
Total restructuring related and transformation costs	303	12,181	2,921	15,606

For the Three Months Ended and the Nine Months Ended September 30, 2020, the cash outflows related to restructuring related and transformation costs were $6.2 million, and $13.0 million respectively, and were mainly compromised of payroll costs, broker fees and termination penalties related to facilities.

39

(5) We define Adjusted EBITDA as our consolidated earnings before financial income (expense), income taxes, depreciation and amortization, adjusted to eliminate the impact of equity awards compensation expense, pension service costs, restructuring related and transformation costs, 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 related and transformation 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, 2019		September 30, 2020		September 30, 2019		September 30, 2020
	(in thousands)
Net income	$	20,557	$	5,293	$	54,495	$	27,871
Adjustments:
Financial expense	900		491		4,228		1,828
Provision for income taxes	7,913		2,267		23,614		11,943
Equity awards compensation expense	11,770		6,803		40,043		22,465
Pension service costs	388		572		1,173		1,649
Depreciation and amortization expense	22,388		21,752		62,999		66,098
Acquisition-related costs	—		112		—		112
Restructuring related and transformation costs (1)	303		12,181		2,921		15,606
Total net adjustments	43,662		44,178		134,978		119,701
Adjusted EBITDA	$	64,219	$	49,471	$	189,473	$	147,572

(1) For the three and nine months ended September 2019, and September 2020, respectively, the Company recognized restructuring related and transformation charges following its new organizational structure implemented to support its multi-product platform strategy and office right sizing policy, as detailed below:

	Three Months Ended		Nine Months Ended
	September 30, 2019	September 30, 2020	September 30, 2019	September 30, 2020
	(in thousands)
(Gain) from forfeitures of share-based compensation awards	(606)	—	(3,284)	—
Depreciation and amortization expense	—	—	1,228	—
Facilities and impairment related costs	—	7,023	1,647	8,817
Payroll related costs	909	2,858	3,330	4,489
Consulting costs related to transformation	—	2,300	—	2,300
Total restructuring related and transformation costs	303	12,181	2,921	15,606

For the Three Months Ended and the Nine Months Ended September 30, 2020, the cash outflows related to restructuring related and transformation costs were $6.2 million, and $13.0 million respectively, and were mainly compromised of payroll costs, broker fees and termination penalties related to facilities.

40

Results of Operations for the Periods Ended September 30, 2019 and 2020 (Unaudited)

Revenue

Three months ended September 30, 2020 compared to the three months ended September 30, 2019

	Three Months Ended
	September 30, 2019		September 30, 2020		2019 vs 2020
	(in thousands)
Revenue as reported	$	522,606	$	470,345	(10)	%
Conversion impact U.S. dollar/other currencies			(3,800)
Revenue at constant currency (1)	522,606		466,545		(11)	%
Americas
Revenue as reported	213,937		204,618		(4)	%
Conversion impact U.S. dollar/other currencies			3,631
Revenue at constant currency (1)	213,937		208,249		(3)	%
EMEA
Revenue as reported	185,556		167,800		(10)	%
Conversion impact U.S. dollar/other currencies			(6,365)
Revenue at constant currency (1)	185,556		161,435		(13)	%
Asia-Pacific
Revenue as reported	123,113		97,927		(20)	%
Conversion impact U.S. dollar/other currencies			(1,066)
Revenue at constant currency(1)	$	123,113	$	96,861	(21)	%

(1) Growth at constant currency excludes the impact of foreign currency fluctuations and is computed by applying the 2019 average exchange rates for the relevant period to 2020 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, 2020 decreased (10)% (or decreased by (11)% on a constant currency basis, as defined in footnote 1 directly above), compared to the three months ended September 30, 2019.

The COVID-19 pandemic impacted our business during the whole quarter, with an estimated impact on revenue of approximately $80 million for the three months ended September 30, 2020, or approximately 15 points of year-over-year growth, as some clients decided to temporarily pause or reduce their campaigns with us. The COVID-19 headwind impacted our large customers business in Marketing Solutions, in particular in the Travel, Classifieds and brick-and-mortar Retail verticals. However, we believe that client spending from Retail clients in the midmarket and in our Retail Media solutions was supported by consumer trends emerging from the COVID-19 pandemic.

In particular, 51% of the year-over-year decrease in revenue was driven by the lower contribution from our existing clients while 49% was caused by client churn, offsetting the positive contribution from new clients, both of which we attribute to the COVID-19 outbreak. We added 594 net new clients year-over-year across regions, while revenue from existing clients decreased by 6% at constant currency over the period, of which approximately 15 points were estimated to be attributable to disruption caused by the pandemic.

Revenue in the Americas region decreased (4)% (or (3)% on a constant currency basis, and (4)% in the U.S.) to $204.6 million for the three months ended September 30, 2020 compared to the three months ended September 30, 2019. This decline was driven by an estimated revenue impact from COVID-19 of $28 million, in particular with large customers in the broader Classifieds vertical in the U.S., partially offset by the strong momentum of new products, in particular Retail Media in the U.S.

41

Revenue in EMEA decreased (10)% (or decreased (13)% on a constant currency basis) to $167.8 million for the three months ended September 30, 2020 compared to the three months ended September 30, 2019. This decrease at constant currency includes an estimated $26 million revenue impact from COVID-19 in the region, mostly in the Travel and Classifieds verticals, although Retail and midmarket proved resilient. New clients business was healthy across EMEA, with success across both direct clients and ad agencies.

Revenue in the Asia-Pacific region decreased (20)% (or decreased (21)% on a constant currency basis) to $97.9 million for the three months ended September 30, 2020 compared to the three months ended September 30, 2019. The decrease at constant currency included an estimated $26 million revenue impact from the COVID-19 pandemic, especially with Large Clients and mostly in the Travel and Classifieds verticals, and was also driven by a weak macro economy in Japan, our largest market in the region.

Additionally, our $470.3 million of revenue for the three months ended September 30, 2020 was impacted by $(3.8) million as a result of changes in foreign currency against the U.S. dollar compared to the three months ended September 30, 2019.

The year-over-year decrease in revenue on a constant currency basis is entirely attributable to the decrease in the average cost-per-click charged to advertisers, partly driven by the evolution of our revenue mix, and partially offset by the increased number of clicks delivered on the advertising banners displayed by us and the increased number of impressions delivered by us.

Nine months ended September 30, 2020 compared to the nine months ended September 30, 2019

	Nine Months Ended
	September 30, 2019		September 30, 2020		2019 vs 2020
	(in thousands)
Revenue as reported	$	1,608,876	$	1,411,335	(12)	%
Conversion impact U.S. dollar/other currencies			11,732
Revenue at constant currency (1)	1,608,876		1,423,067		(12)	%
Americas
Revenue as reported	645,904		582,037		(10)	%
Conversion impact U.S. dollar/other currencies			8,727
Revenue at constant currency (1)	645,904		590,764		(9)	%
EMEA
Revenue as reported	589,558		517,535		(12)	%
Conversion impact U.S. dollar/other currencies			3,855
Revenue at constant currency (1)	589,558		521,390		(12)	%
Asia-Pacific
Revenue as reported	373,414		311,763		(17)	%
Conversion impact U.S. dollar/other currencies			(850)
Revenue at constant currency(1)	$	373,414	$	310,913	(17)	%

(1) Growth at constant currency excludes the impact of foreign currency fluctuations and is computed by applying the 2019 average exchange rates for the relevant period to 2020 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 nine months ended September 30, 2020 decreased (12)% (or (12)% on a constant currency basis), to $1.4 billion (as defined in footnote 1 directly above), compared to the nine months ended September 30, 2019.

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The COVID-19 pandemic started having an impact on our revenue from mid-February. Overall, the negative impact of COVID-19 on our revenue for the first nine months of 2020 was estimated at approximately $205 million, or more than 13 points of year-over-year growth, as some clients decided to temporarily pause or reduce their campaigns with us.

The year-over-year decrease in revenue was entirely driven by the lower contribution from our existing clients as a result of the COVID-19 outbreak, which exceeded revenues derived from new clients over the period. We added 594 net new clients year-over-year across regions.

Revenue in the Americas region decreased (10)% (or (9)% on a constant currency basis), including (9)% in the U.S., to $582.0 million for the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019. This decline was driven by an estimated revenue impact from COVID-19 of $74 million, in particular with large customers in the broader Classifieds vertical in the U.S.

Revenue in EMEA decreased (12)% (or (12)% on a constant currency basis) to $517.5 million for the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019. This decrease at constant currency includes an estimated $75 million revenue impact from the COVID-19 in the region, in part due to the fact that EMEA is the region with the highest exposure to the Travel vertical, which was most hit by COVID-19, declining by 66% globally compared to the same period in 99%. In this difficult context, our performance in the Retail vertical and in the midmarket across the region remained solid and resilient.

Revenue in the Asia-Pacific region decreased (17)% (or (17)% on a constant currency basis) to $311.8 million for the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019. The decrease at constant currency included an estimated $55 million revenue impact from the COVID-19 pandemic, mostly in the Travel and Classifieds verticals, and was also driven by a weak economic climate in Japan, our largest market in the region.

Additionally, our $1.4 billion of revenue for the nine months ended September 30, 2020 was negatively impacted by $11.7 million as a result of changes in foreign currency against the U.S. dollar compared to the nine months ended September 30, 2019.

The year-over-year decrease in revenue on a constant currency basis is entirely attributable to the decrease in the average cost-per-click charged to advertisers, partly driven by the evolution of our revenue mix, and partially offset by the increased number of clicks delivered on the advertising banners displayed by us and the increased number of impressions delivered by us.

Cost of Revenue

Three months ended September 30, 2020 compared to the three months ended September 30, 2019

	Three Months Ended						% change
	September 30, 2019			September 30, 2020			2019 vs 2020
	(in thousands, except percentages)
Traffic acquisition costs	$	(301,901)		$	(284,401)		(6)%
Other cost of revenue	$	(31,101)		$	(34,608)		11%
Total Cost of Revenue	$	(333,002)		$	(319,009)		(4)%
% of revenue	(64)		%	(68)		%
Gross profit %	36		%	32		%

Cost of revenue for the three months ended September 30, 2020 decreased $(14.0) million, or (4)%, compared to the three months ended September 30, 2019. This decrease was primarily the result of a decrease of $(17.5) million, or (6)% (or (7)% on a constant currency basis) in traffic acquisition costs, partially offset by an increase of $3.5 million, or 11% (or 12% on a constant currency basis) in other cost of revenue.

43

The decrease in traffic acquisition costs on a constant currency basis related primarily to the lower average cost per thousand impressions (or "CPM"), which decreased by (12)% (or (13)% on a constant currency basis). This was partly driven by lower global demand for advertising inventory, despite the increase in online traffic globally caused by the lockdown imposed in COVID-19 affected areas, making the unit price of inventory cheaper. This was also driven by the effectiveness of our Criteo Direct Bidder, which allows us to buy quality inventory directly from large publishers and remove intermediary fees in the process. This decrease was not entirely offset by the 7% increase in the number of impressions we purchased, reflecting higher volumes of inventory available and our expanding relationships with existing and new publisher partners, in particular through direct connections, to support client demand for advertising campaigns.

The increase in other cost of revenue includes a $2.5 million increase in allocated depreciation and amortization expense following the acquisitions of servers and other equipment used in our data centers, a $0.4 million increase in hosting costs and a $0.6 million increase in other costs.

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

Nine months ended September 30, 2020 compared to the nine months ended September 30, 2019

	Nine Months Ended						% change
	September 30, 2019			September 30, 2020			2019 vs 2020
	(in thousands, except percentages)
Traffic acquisition costs	$	(928,559)		$	(839,463)		(10)%
Other cost of revenue	$	(86,205)		$	(102,328)		19%
Total Cost of Revenue	$	(1,014,764)		$	(941,791)		(7)%
% of revenue	(63)		%	(67)		%
Gross profit %	37		%	33		%

Cost of revenue for the nine months ended 30 September, 2020 decreased $(73.0) million, or (7)%, compared to the nine months ended September 30, 2019. This decrease was primarily the result of a decrease of $(89.1) million, or (10)% (or (9)% on a constant currency basis) in traffic acquisition costs, partially offset by an increase of $16.1 million, or 19% (or 20% on a constant currency basis) in other cost of revenue.

The decrease in traffic acquisition costs on a constant currency basis related primarily to the lower average cost per thousand impressions (or "CPM"), which decreased by (17)% (or (16)% on a constant currency basis). This was partly driven by lower global demand for advertising inventory, despite the increase in online traffic caused by the lockdown imposed in COVID-19 affected areas, making the unit price of inventory cheaper. This was also driven by the effectiveness of our Criteo Direct Bidder, which allows us to buy quality inventory directly from large publishers and remove intermediary fees in the process. This decrease was not entirely offset by the 9% increase in the number of impressions we purchased, reflecting higher volumes of inventory available and our expanding relationships with existing and new publisher partners, in particular through direct connections, to support client demand for advertising campaigns.

The increase in other cost of revenue includes a $8.4 million increase in allocated depreciation and amortization expense following the acquisitions of servers and other equipment used in our data centers, a $4.9 million increase in hosting costs and a $2.8 million increase in other costs, including the provision for Digital Taxes.

44

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

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

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

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

		Three Months Ended						Nine Months Ended
	Region	September 30, 2019		September 30, 2020		Year over Year Change		September 30, 2019		September 30, 2020		Year over Year Change
Revenue:		(amounts in thousands, except percentages)
	Americas	$	213,937	$	204,618	(4)	%	$	645,904	$	582,037	(10)	%
	EMEA	185,556		167,800		(10)	%	589,558		517,535		(12)	%
	Asia-Pacific	123,113		97,927		(20)	%	373,414		311,763		(17)	%
	Total	522,606		470,345		(10)	%	1,608,876		1,411,335		(12)	%
Traffic acquisition costs:
	Americas	(129,047)		(130,756)		1	%	(390,083)		(366,095)		(6)	%
	EMEA	(103,899)		(97,272)		(6)	%	(328,591)		(295,822)		(10)	%
	Asia-Pacific	(68,955)		(56,373)		(18)	%	(209,885)		(177,546)		(15)	%
	Total	(301,901)		(284,401)		(6)	%	(928,559)		(839,463)		(10)	%
Revenue ex-TAC (1):
	Americas	84,890		73,862		(13)	%	255,821		215,942		(16)	%
	EMEA	81,657		70,528		(14)	%	260,967		221,713		(15)	%
	Asia-Pacific	54,158		41,554		(23)	%	163,529		134,217		(18)	%
	Total	$	220,705	$	185,944	(16)	%	$	680,317	$	571,872	(16)	%

(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.

46

Constant Currency Reconciliation

Information in this Form 10-Q with respect to results presented on a constant currency basis was calculated by applying the 2019 average exchange rates for the relevant period to 2020 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, 2019			September 30, 2020			YoY Change		September 30, 2019			September 30, 2020			YoY Change
	(amounts in thousands, except percentages)
Revenue as reported	$	522,606		$	470,345		(10)	%	$	1,608,876		$	1,411,335		(12)	%
Conversion impact U.S. dollar/other currencies				(3,799)								11,733
Revenue at constant currency	$	522,606		$	466,546		(11)	%	$	1,608,876		$	1,423,068		(12)	%
Traffic acquisition costs as reported	$	(301,901)		$	(284,401)		(6)	%	$	(928,559)		$	(839,463)		(10)	%
Conversion impact U.S. dollar/other currencies				2,183								(6,473)
Traffic Acquisition Costs at constant currency	$	(301,901)		$	(282,218)		(7)	%	$	(928,559)		$	(845,936)		(9)	%
Revenue ex-TAC as reported	$	220,705		$	185,944		(16)	%	$	680,317		$	571,872		(16)	%
Conversion impact U.S. dollar/other currencies				(1,616)								5,260
Revenue ex-TAC at constant currency	$	220,705		$	184,328		(16)	%	$	680,317		$	577,132		(15)	%
Revenue ex-TAC/Revenue as reported	42		%	40		%			42		%	41		%
Other cost of revenue as reported	$	(31,101)		$	(34,608)		11	%	$	(86,205)		$	(102,328)		19	%
Conversion impact U.S. dollar/other currencies				(303)								(1,271)
Other cost of revenue at constant currency	$	(31,101)		$	(34,911)		12	%	$	(86,205)		$	(103,599)		20	%
Adjusted EBITDA as reported	$	64,219		$	49,471		(23)	%	$	189,473		$	147,572		(22)	%
Conversion impact U.S. dollar/other currencies				(2,399)								(182)
Adjusted EBITDA at constant currency	$	64,219		$	47,072		(27)	%	$	189,473		$	147,390		(22)	%

47

Research and Development Expenses

Three months ended September 30, 2020 compared to the three months ended September 30, 2019

	Three Months Ended						% change
	September 30, 2019			September 30, 2020			2019 vs 2020
	(in thousands, except percentages)
Research and development expenses	$	(41,414)		$	(30,954)		(25)%
% of revenue	(8)		%	(7)		%

Nine months ended September 30, 2020 compared to the nine months ended September 30, 2019

	Nine Months Ended						% change
	September 30, 2019			September 30, 2020			2019 vs 2020
	(in thousands, except percentages)
Research and development expenses	$	(132,006)		$	(99,716)		(24)%
% of revenue	(8)		%	(7)		%

Research and development expenses for the three months ended September 30, 2020, and the nine months ended September 30, 2020 respectively decreased $(10.5) million and $(32.3) million, or (25)% and (24)%, compared to the three months ended September 30, 2019 and the nine months ended September 30, 2019. The decrease for the three and nines ended mainly related to a decrease in headcount-related costs following the cease of our R&D operations in Palo Alto in 2019, and a lower share-based compensation expense partially offset by an increase in the French Research Tax Credit.

48

Sales and Operations Expenses

Three months ended September 30, 2020 compared to the three months ended September 30, 2019

	Three Months Ended						% change
	September 30, 2019			September 30, 2020			2019 vs 2020
	(in thousands, except percentages)
Sales and operations expenses	$	(85,985)		$	(83,659)		(3)%
% of revenue	(16)		%	(18)		%

Nine months ended September 30, 2020 compared to the nine months ended September 30, 2019

	Nine Months Ended						% change
	September 30, 2019			September 30, 2020			2019 vs 2020
	(in thousands, except percentages)
Sales and operations expenses	$	(277,397)		$	(244,414)		(12)%
% of revenue	(17)		%	(17)		%

Sales and operations expenses for the three months ended September 30, 2020 and the nine months ended September 30, 2020, respectively decreased $(2.3) million and $(32.9) million or (3)% and (12)%, compared to the three months ended September 30, 2019 and the nine months ended September 30, 2019. The decrease for the three and nine months ended mainly related to a reduction in headcount-related costs, a lower share-based compensation expense, and discretionary spend measures on marketing and events partially offset by an increase in provision for doubtful receivables.

49

General and Administrative Expenses

Three months ended September 30, 2020 compared to the three months ended September 30, 2019

	Three Months Ended						% change
	September 30, 2019			September 30, 2020			2019 vs 2020
	(in thousands, except percentages)
General and administrative expenses	$	(32,835)		$	(28,672)		(13)%
% of revenue	(6)		%	(6)		%

Nine months ended September 30, 2020 compared to the nine months ended September 30, 2019

	Nine Months Ended						% change
	September 30, 2019			September 30, 2020			2019 vs 2020
	(in thousands, except percentages)
General and administrative expenses	$	(102,372)		$	(83,772)		(18)%
% of revenue	(6)		%	(6)		%

General and administrative expenses for the three months ended September 30, 2020 and the nine months ended September 30, 2020, respectively decreased $(4.2) million and $(18.6) million or (13)% and (18)%, compared to the three months ended September 30, 2019 and the nine months ended September 30, 2019. The decrease for the three and nine months ended September 30, 2020 is mainly related to a decrease in headcount-related costs, a lower share-based compensation expense and a decrease in rent and facilities costs following the right-sizing of our real estate footprint, partially offset by transformation fees.

50

Financial Expense

Three months ended September 30, 2020 compared to the three months ended September 30, 2019

	Three Months Ended						% change
	September 30, 2019			September 30, 2020			2019 vs 2020
	(in thousands, except percentages)
Financial expense	$	(900)		$	(491)		(45)%
% of revenue	(0.2)		%	(0.1)		%

Nine months ended September 30, 2020 compared to the nine months ended September 30, 2019

	Nine Months Ended						% change
	September 30, 2019			September 30, 2020			2019 vs 2020
	(in thousands, except percentages)
Financial expense	$	(4,228)		$	(1,828)		(57)%
% of revenue	(0.3)		%	(0.1)		%

Financial expense for the three and nine months ended September 30, 2020, respectively, decreased by $(0.4) million and $(2.4) million, or (45)% and (57)%, compared to the three months ended September 2019 and the nine months ended September 2019. The $0.5 million financial expense for the three months ended September 30, 2020 and the $1.8 million financial expense for the nine months ended September 30, 2020, were driven by the up-front fees amortization, the non-utilization costs and the financial expense relating to the €140 million ($163.9 million) drawing performed in May 2020 (note 2) as part of our available Revolving Credit Facility (RCF) financing and the recognition of a negative impact of foreign exchange reevaluations net of related hedging. We manage our exposure to foreign currency risk at the Criteo S.A. level and hedge using foreign currency swaps or forward purchases or sales of foreign currencies.

51

Provision for Income Taxes

Three months ended September 30, 2020 compared to the three months ended September 30, 2019

	Three Months Ended						% change
	September 30, 2019			September 30, 2020			2019 vs 2020
	(in thousands, except percentages)
Provision for income taxes	$	(7,913)		$	(2,267)		(71)%
% of revenue	(2)		%	(0.5)		%
Effective tax rate	28		%	30		%

Nine months ended September 30, 2020 compared to the nine months ended September 30, 2019

	Nine Months Ended						% change
	September 30, 2019			September 30, 2020			2019 vs 2020
	(in thousands, except percentages)
Provision for income taxes	$	(23,614)		$	(11,943)		(49)%
% of revenue	(1)		%	(1)		%
Effective tax rate	30		%	30		%

For the three and nine months ended September 30, 2019 and September 30, 2020, respectively, we used an annual estimated tax rate of 30% to calculate the provision for income taxes. The effective tax rate was 28% and 30% for the three and nine months ended September 30, 2019 and 30% for the three and nine months ended September 30, 2020. The difference between the annual estimated tax rate and the effective tax rate is mainly due to the tax impact of discrete items such as share-based compensation in the United States.

52

Net Income

Three months ended September 30, 2020 compared to the three months ended September 30, 2019

	Three Months Ended					% change
	September 30, 2019			September 30, 2020		2019 vs 2020
	(in thousands, except percentages)
Net income	$	20,557		5,293		(74)%
% of revenue	4		%	1	%

Net income for the three months ended September 30, 2020, decreased $(15.3) million, or (74)%, compared to the three months ended September 30, 2019. This decrease was the result of the factors discussed above, in particular, a $(21.3) million decrease in income from operations, partially offset by a $0.4 million decrease in financial expense and a $5.6 million decrease in provision for income taxes compared to the three months ended September 30, 2019.

Nine months ended September 30, 2020 compared to the nine months ended September 30, 2019

	Nine Months Ended					% change
	September 30, 2019			September 30, 2020		2019 vs 2020
	(in thousands, except percentages)
Net income	$	54,495		27,871		(49)%
% of revenue	3		%	2	%

Net income for the nine months ended September 30, 2020, decreased $(26.6) million, or (49)%, compared to the nine months ended September 30, 2019. This decrease was the result of the factors discussed above, in particular, a $(40.7) million decrease in income from operations partially offset by a $2.4 million decrease in financial expense and a $11.7 million decrease in provision for income taxes compared to the nine months ended September 30, 2019.

53

Liquidity and Capital Resources

Our principal sources of liquidity are our cash and cash equivalents and cash generated from operating activities. We have never declared or paid any cash dividends on our ordinary shares. We do not anticipate paying cash dividends on our equity securities in the foreseeable future. In 2018, we completed an $80 million share repurchase program. In July 2019, the Board of Directors authorized a new share repurchase program of up to $80 million of the Company’s outstanding American Depositary Shares, which we completed in February 2020. In April 2020, the Board of Directors authorized a new share repurchase program of up to $30 million of the Company's outstanding American Depositary Shares, which we completed in July 2020. Other than these repurchase programs, we intend to retain all available funds from any future earnings to fund our growth. As discussed in Note 3 to the unaudited condensed consolidated financial statements in Item 1 to this Form 10-Q, we are party to several loan agreements and revolving credit facilities with third-party financial institutions.

Our cash and cash equivalents are invested primarily in demand deposit accounts that are currently providing only a minimal return. Our cash and cash equivalents at September 30, 2020 were held for working capital and general corporate purposes, which could include acquisitions, and amounted to $626.7 million as of September 30, 2020. The $208.0 million increase in cash and cash equivalents compared with December 31, 2019 primarily resulted from $141.3 million in cash from operating activities and a $111.8 million in cash from financing activities partially offset by $(63.8) million in cash used for investing activities over the period. The cash from financing activities is mainly related to $157.5 million cash from the scheduled drawing from our available Revolving Credit Facility, partially offset by $(43.7) million cash used for the share repurchase programs. In addition, the increase in cash includes a $18.7 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 that are currently providing only a minimal return.

Furthermore, the Company has immediate access to an additional €210 million from the Revolving Credit Facility, which, combined with its cash position as of September 30, 2020, provides total liquidity in excess of $870 million. Overall, we believe that our current financial liquidity, combined with our expected cash-flow generation in 2020, enables financial flexibility.

Operating and Capital Expenditure Requirements

For the nine months ended September 30, 2019 and 2020, our capital expenditures were $80.4 million and $43.2 million, respectively. During the nine months ended September 30, 2020, these capital expenditures were primarily related to the acquisition of data center and server equipment, and IT systems. We expect our capital expenditures to remain at, or slightly above, 3% of revenue for 2020, as we plan to continue to build and maintain additional data center equipment capacity in all regions and significantly increase our redundancy capacity to strengthen our infrastructure.

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

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

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

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.

54

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, 2019 and 2020:

	Nine Months Ended
	September 30, 2019		September 30, 2020
	(in thousands)
Cash from operating activities	$	163,473	$	141,276
Cash used for investing activities	$	(86,351)	$	(63,799)
Cash from (used for) financing activities	$	(18,638)	$	111,758

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 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 non-cash and non-operating items such as depreciation, amortization and share-based compensation, deferred tax assets and income taxes.

For the nine months ended September 30, 2020, net cash provided by operating activities was $141.3 million and consisted of net income of $27.9 million, $105.7 million in adjustments for certain non-cash and non-operating items and changes in working capital of $7.7 million. Adjustments for certain non-operating items primarily consisted of depreciation and amortization expense of $79.6 million, equity awards compensation expense of $22.5 million, $2.7 million on disposal of non-current assets, $7.4 million change in income taxes and a $1.2 million on other non-operating items, partially offset by a $7.7 million changes in deferred tax assets. The $7.7 million increase in cash from changes in working capital primarily consisted of a $122.5 million decrease in trade receivables, a $2.3 million decrease in other current assets including prepaid expenses and VAT receivables, partially offset by a $1.7 million change in lease liabilities and right of use assets, a $95.3 million decrease in trade payables, and a $20.1 million decrease in other current liabilities such as payroll and payroll related expenses and value-added tax ("VAT") payables.

Investing Activities

Our investing activities to date have consisted primarily of purchases of servers and other data-center equipment and business acquisitions. For the nine months ended September 30, 2020, net cash used for investing activities was $63.8 million and primarily consisted of $43.2 million in capital expenditures, mainly comprised of purchases of servers and other data-center equipment, and a $20.6 million change in other non-current financial assets resulting from the investment in Marketable Securities (notes 2 and 3).

Financing Activities

For the nine months ended September 30, 2020, net cash from financing activities was $111.8 million, resulting mainly from a $157.5 million drawing from our available Revolving Credit Facilities (note 1), partially offset by $43.7 million for our share repurchase program (note 1) and a $2.0 million change in other financial liabilities.

55

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Market Risk

We are mainly exposed to foreign currency exchange rate fluctuations. There have been no material changes to our exposure to market risk during the nine months ended September 30, 2020.

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, 2019.

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 Condensed Consolidated Statements of Income as follows:

	Nine Months Ended
	September 30, 2019				September 30, 2020
	(in thousands)
GBP/USD	+10%		-10%		+10%		-10%
Net income impact	$	(789)	$	789	$	(10)	$	10

	Nine Months Ended
	September 30, 2019				September 30, 2020
	(in thousands)
BRL/USD	+10%		-10%		+10%		-10%
Net income impact	$	(49)	$	49	$	(37)	$	37

	Nine Months Ended
	September 30, 2019				September 30, 2020
	(in thousands)
JPY/USD	+10%		-10%		+10%		-10%
Net income impact	$	1,226	$	(1,226)	$	302	$	(302)

	Nine Months Ended
	September 30, 2019				September 30, 2020
	(in thousands)
EUR/USD	+10%		-10%		+10%		-10%
Net income impact	$	8,703	$	(8,703)	$	7,416	$	(7,416)

56

Credit Risk and Trade receivables

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

The Company has observed a delay in payments from customers in geographic regions that are most affected by COVID-19 from the last part of the three month period ended March 31, 2020. The expected credit losses model, adapted by the Company on January 1, 2020, requires us to look at how current and future economic conditions impact the amount of expected credit losses. As such, we have increased the provision for credit losses, due to the expected impact of COVID-19 on the Company's future cash collections caused by the downturn in the economy which has led to financial difficulties for some of our customers, particularly those operating in the retail sector. In times of the global economic turmoil, brought about by COVID-19, our estimates and judgments with respect to the collectability of our receivables are subject to greater uncertainty than in more stable periods.

57

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Based on their evaluation as of September 30, 2020, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were effective to provide reasonable assurance that (i) the information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and (ii) such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

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

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

Limitation on Effectiveness of Controls and Procedures

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

58

PART II

Item 1.    Legal Proceedings.

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

Item 1A. Risk Factors.

You should carefully consider the risks described under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019 and in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020. These risks and uncertainties are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, also may become important factors that affect us. If any such risks materialize, our business, financial condition and results of operations could be materially harmed and the trading price of our American Depositary Shares could decline. These risks are not exclusive and additional risks and uncertainties that we are unaware of, or that we currently believe are not material, also may become important factors that affect us. There have been no material changes to the Risk Factors described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.

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

Purchases of Equity Securities by the issuer and Affiliated Purchasers

The following table provides certain information with respect to our purchases of our ADSs during the third fiscal quarter of 2020:

Period	Total Number of Shares Purchased(1)	Average Price Paid per Share(2)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1)	Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs(1)
July 1 to 31, 2020	832,576	$	12.67	832,576	—
August 1 to 31, 2020	—	—		—	—
September 1 to 30, 2020	—	—		—	—
Total	832,576	$	12.67	832,576	—

(1) On April 29, 2020, Criteo's Board of Directors authorized a share repurchase program of up to $30.0 million of the Company's outstanding American Depositary Shares. The Company intends to use repurchased shares to satisfy employee equity plan vesting in lieu of issuing new shares, and potentially in connection with M&A transactions. The repurchase program commenced in May 2020 and concluded in July 2020.

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

59

Item 6. Exhibits.

Exhibit Index

		Incorporated by Reference
Exhibit	Description	Schedule/ Form	File Number	Exhibit	File Date
10.1	Offer Letter between Criteo Corp. and Sarah Glickman dated August 27, 2020	8-K	001-36153	10.1	September 3, 2020
31.1#	Certificate of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended
31.2#	Certificate of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended
32.1**	Certificate of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended
101.INS	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
104.	Cover Page Interactive Data File, formatted in Inline XBRL and contained in Exhibit 101.

#    Filed herewith.

*    Furnished herewith.

60

SIGNATURES

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

		CRITEO S.A.
		(Registrant)
	By:	/s/ Sarah Glickman
Date: October 29, 2020	Name:	Sarah Glickman
	Title:	Chief Financial Officer
		(Principal financial officer and duly authorized signatory)

61

EX-31.1

Exhibit 31.1

Certification by the Chief Executive Officer pursuant to

Securities Exchange Act Rules 13a-14(a) and 15d-14(a)

as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Megan Clarken, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Criteo S.A.;

2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.     The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.     The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: October 29, 2020

/s/ Megan Clarken

Megan Clarken

Chief Executive Officer
(Principal Executive Officer)

EX-31.2

Exhibit 31.2

Certification by the Chief Financial Officer pursuant to

Securities Exchange Act Rules 13a-14(a) and 15d-14(a)

as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Sarah Glickman, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Criteo S.A.;

2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.     The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s first fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.     The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: October 29, 2020

/s/ Sarah Glickman

Sarah Glickman

Chief Financial Officer
(Principal Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

Certification by the Chief Executive Officer and Chief Financial Officer pursuant to

18 U.S.C. Section 1350, as adopted pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

Pursuant to the requirement set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350), Megan Clarken, Chief Executive Officer of Criteo S.A. (the “Company”), and Sarah Glickman, Chief Financial Officer of the Company, each hereby certifies that, to the best of his knowledge:

1.    The Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2020, to which this Certification is attached as Exhibit 32.1 (the “Quarterly Report”), fully complies with the requirements of Section 13(a) or Section 15(d) of the Exchange Act, and

2.    The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: October 29, 2020

/s/ Megan Clarken	/s/ Sarah Glickman
Megan Clarken	Sarah Glickman
Chief Executive Officer	Chief Financial Officer

This certification accompanies the Quarterly Report, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act (whether made before or after the date of the Quarterly Report), irrespective of any general incorporation language contained in such filing.

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Cover Page - shares	9 Months Ended
	Sep. 30, 2020	Oct. 29, 2020
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2020
Document Transition Report	false
Entity File Number	001-36153
Entity Registrant Name	Criteo S.A.
Entity Incorporation, State or Country Code	I0
Entity Address, Address Line One	32 Rue Blanche
Entity Address, City or Town	Paris
Entity Address, Country	FR
Entity Address, Postal Zip Code	75009
Country Region	33
City Area Code	40
Local Phone Number	40 22 90
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Emerging Growth Company	false
Entity Small Business	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		60,241,537
Entity Central Index Key	0001576427
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q3
Amendment Flag	false
American Depositary Shares
Document Information [Line Items]
Title of 12(b) Security	American Depositary Shares, each representing one Ordinary Share,nominal value €0.025 per share
Trading Symbol	CRTO
Security Exchange Name	NASDAQ
Ordinary Shares
Document Information [Line Items]
Title of 12(b) Security	​Ordinary Shares, nominal value €0.025 per share​
No Trading Symbol Flag	true
Security Exchange Name	NASDAQ

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CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Current assets:
Cash and cash equivalents	$ 626,744	$ 418,763
Trade receivables, net of allowances of $16.1 million and $38.3 million at December 31, 2019 and September 30, 2020, respectively	335,583	481,732
Income taxes	11,422	21,817
Other taxes	58,123	60,924
Other current assets	19,278	17,225
Total current assets	1,051,150	1,000,461
Property, plant and equipment, net	195,679	194,161
Intangible assets, net	78,340	86,886
Goodwill	319,595	317,100
Right of use assets - operating lease	120,283	142,044
Marketable securities	23,416	0
Non-current financial assets	20,174	21,747
Deferred tax assets	34,731	27,985
Total non-current assets	792,218	789,923
Total assets	1,843,368	1,790,384
Current liabilities:
Trade payables	293,480	390,277
Contingencies	960	6,385
Income taxes	276	3,422
Financial liabilities - current portion	167,033	3,636
Operating lease liabilities - current portion	48,691	45,853
Other taxes	45,998	50,099
Employee - related payables	68,709	74,781
Other current liabilities	43,299	35,886
Total current liabilities	668,446	610,339
Deferred tax liabilities	8,439	9,272
Retirement benefit obligation	10,634	8,485
Financial liabilities - non-current portion	44	769
Operating lease liabilities - non-current portion	90,560	117,988
Other non-current liabilities	3,333	5,543
Total non-current liabilities	113,010	142,057
Total liabilities	781,456	752,396
Commitments and contingencies
Shareholders' equity:
Common shares, €0.025 par value, 66,197,181 and 66,083,172 shares authorized, issued and outstanding at December 31, 2019 and September 30, 2020, respectively.	2,155	2,158
Treasury stock, 3,903,673 and 5,989,258 shares at cost as of December 31, 2019 and September 30, 2020, respectively.	(92,450)	(74,900)
Additional paid-in capital	685,841	668,389
Accumulated other comprehensive loss	(19,658)	(40,105)
Retained earnings	452,932	451,725
Equity-attributable to shareholders of Criteo S.A.	1,028,820	1,007,267
Non-controlling interests	33,092	30,721
Total equity	1,061,912	1,037,988
Total equity and liabilities	$ 1,843,368	$ 1,790,384

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CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED) (Parenthetical) $ in Thousands	Sep. 30, 2020 € / shares	Sep. 30, 2020 USD ($) shares	Dec. 31, 2019 € / shares	Dec. 31, 2019 USD ($) shares
Statement of Financial Position [Abstract]
Trade receivables, allowances | $		$ 38,277		$ 16,068
Common shares, par value (in Euro per share) | € / shares	€ 0.025		€ 0.025
Common shares authorized (in shares)		66,083,172		66,197,181
Common shares issued (in shares)		66,083,172		66,197,181
Common shares outstanding (in shares)		66,083,172		66,197,181
Treasury stock (in shares)		5,989,258		3,903,673

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CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Income Statement [Abstract]
Revenue	$ 470,345	$ 522,606	$ 1,411,335	$ 1,608,876
Cost of revenue:
Traffic acquisition costs	(284,401)	(301,901)	(839,463)	(928,559)
Other cost of revenue	(34,608)	(31,101)	(102,328)	(86,205)
Gross profit	151,336	189,604	469,544	594,112
Operating expenses:
Research and development expenses	(30,954)	(41,414)	(99,716)	(132,006)
Sales and operations expenses	(83,659)	(85,985)	(244,414)	(277,397)
General and administrative expenses	(28,672)	(32,835)	(83,772)	(102,372)
Total operating expenses	(143,285)	(160,234)	(427,902)	(511,775)
Income from operations	8,051	29,370	41,642	82,337
Financial expense	(491)	(900)	(1,828)	(4,228)
Income before taxes	7,560	28,470	39,814	78,109
Provision for income taxes	(2,267)	(7,913)	(11,943)	(23,614)
Net income	5,293	20,557	27,871	54,495
Net income available to shareholders of Criteo S.A.	5,227	18,778	26,402	48,721
Net income available to non-controlling interests	$ 66	$ 1,779	$ 1,469	$ 5,774
Net income allocated to shareholders of Criteo S.A. per share:
Basic (in USD per share)	$ 0.09	$ 0.29	$ 0.43	$ 0.75
Diluted (in USD per share)	$ 0.09	$ 0.28	$ 0.43	$ 0.74
Weighted average shares outstanding used in computing per share amounts:
Basic (in shares)	60,080,598	64,868,545	61,059,345	64,600,869
Diluted (in shares)	61,027,795	66,067,045	61,644,827	65,916,219

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Statement of Comprehensive Income [Abstract]
Net income	$ 5,293	$ 20,557	$ 27,871	$ 54,495
Foreign currency translation differences, net of taxes	25,660	(24,202)	21,312	(25,096)
Actuarial (losses) gains on employee benefits, net of taxes	(377)	(689)	0	(2,327)
Other comprehensive income (loss)	25,283	(24,891)	21,312	(27,423)
Total comprehensive income (loss)	30,576	(4,334)	49,183	27,072
Attributable to shareholders of Criteo S.A.	29,866	(6,015)	46,849	20,827
Attributable to non-controlling interests	$ 710	$ 1,681	$ 2,334	$ 6,245

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CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (UNAUDITED) - USD ($) $ in Thousands	Total		Share capital	Treasury Stock	Additional paid-in capital	Accumulated Other Comprehensive Income (Loss)	Retained Earnings		Equity - attributable to shareholders of Criteo S.A.		Non controlling interest
Beginning balance (in shares) at Dec. 31, 2018			67,708,203	(3,459,119)
Beginning balance at Dec. 31, 2018	$ 967,891		$ 2,201	$ (79,159)	$ 663,281	$ (30,522)	$ 387,869		$ 943,670		$ 24,221
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	21,401						19,120		19,120		2,281
Other comprehensive income (loss)	(11,545)					(11,347)			(11,347)		(198)
Issuance of ordinary shares (in shares)			28,596
Issuance of ordinary shares	373		$ 1		372				373
Change in treasury stocks (in shares)			(1,594,288)	1,786,715
Change in treasury stocks			$ (45)	$ 40,080	(36,091)		(3,944)
Share-Based Compensation	13,522				13,533				13,533		(11)
Other changes in equity	154				(1)		155		154
Ending Balance (in shares) at Mar. 31, 2019			66,142,511	(1,672,404)
Ending Balance at Mar. 31, 2019	991,796		$ 2,157	$ (39,079)	641,094	(41,869)	403,200		965,503		26,293
Beginning balance (in shares) at Dec. 31, 2018			67,708,203	(3,459,119)
Beginning balance at Dec. 31, 2018	967,891		$ 2,201	$ (79,159)	663,281	(30,522)	387,869		943,670		24,221
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	54,495
Other comprehensive income (loss)	(27,423)
Ending Balance (in shares) at Sep. 30, 2019			66,173,983	(1,807,251)
Ending Balance at Sep. 30, 2019	1,014,405		$ 2,157	$ (38,774)	663,439	(58,382)	414,594		983,034		31,371
Beginning balance (in shares) at Mar. 31, 2019			66,142,511	(1,672,404)
Beginning balance at Mar. 31, 2019	991,796		$ 2,157	$ (39,079)	641,094	(41,869)	403,200		965,503		26,293
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	12,537						10,823		10,823		1,714
Other comprehensive income (loss)	9,013					8,246			8,246		767
Issuance of ordinary shares (in shares)			19,012
Issuance of ordinary shares	252				252				252
Change in treasury stocks (in shares)				553,435
Change in treasury stocks				$ 12,515			(12,515)
Share-Based Compensation	11,362				11,254				11,254		108
Other changes in equity	3				(28)	330	(299)		3
Ending Balance (in shares) at Jun. 30, 2019			66,161,523	(1,118,969)
Ending Balance at Jun. 30, 2019	1,024,963		$ 2,157	$ (26,564)	652,572	(33,293)	401,209		996,081		28,882
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	20,557						18,778		18,778		1,779
Other comprehensive income (loss)	(24,891)					(24,793)			(24,793)		(98)
Issuance of ordinary shares (in shares)			12,460
Issuance of ordinary shares	132				132				132
Change in treasury stocks (in shares)				(688,282)
Change in treasury stocks	(17,899)			$ (12,210)		(296)	(5,393)		(17,899)
Share-Based Compensation	10,816				10,735				10,735		81
Effect of changes in consolidation scope	727										727
Ending Balance (in shares) at Sep. 30, 2019			66,173,983	(1,807,251)
Ending Balance at Sep. 30, 2019	1,014,405		$ 2,157	$ (38,774)	663,439	(58,382)	414,594		983,034		31,371
Beginning balance (in shares) at Dec. 31, 2019			66,197,181	(3,903,673)
Beginning balance at Dec. 31, 2019	1,037,988		$ 2,158	$ (74,900)	668,389	(40,105)	451,725		1,007,267		30,721
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	16,428						15,459		15,459		969
Other comprehensive income (loss)	(14,198)					(14,178)			(14,178)		(20)
Issuance of ordinary shares (in shares)			5,700
Issuance of ordinary shares	39				39				39
Change in treasury stocks (in shares)				(629,977)
Change in treasury stocks	(18,239)			$ (4,934)			(13,305)		(18,239)
Share-Based Compensation	8,131				8,082				8,082		49
Other changes in equity	(3,541)	[1]					(3,399)	[1]	(3,399)	[1]	(142)
Ending Balance (in shares) at Mar. 31, 2020			66,202,881	(4,533,650)
Ending Balance at Mar. 31, 2020	1,026,608		$ 2,158	$ (79,834)	676,510	(54,283)	450,480		995,031		31,577
Beginning balance (in shares) at Dec. 31, 2019			66,197,181	(3,903,673)
Beginning balance at Dec. 31, 2019	1,037,988		$ 2,158	$ (74,900)	668,389	(40,105)	451,725		1,007,267		30,721
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	27,871
Other comprehensive income (loss)	21,312
Ending Balance (in shares) at Sep. 30, 2020			66,083,172	(5,989,258)
Ending Balance at Sep. 30, 2020	1,061,912		$ 2,155	$ (92,450)	685,841	(19,658)	452,932		1,028,820		33,092
Beginning balance (in shares) at Mar. 31, 2020			66,202,881	(4,533,650)
Beginning balance at Mar. 31, 2020	1,026,608		$ 2,158	$ (79,834)	676,510	(54,283)	450,480		995,031		31,577
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	6,150						5,716		5,716		434
Other comprehensive income (loss)	10,227					9,986			9,986		241
Issuance of ordinary shares (in shares)			2,000
Issuance of ordinary shares	13				13				13
Change in treasury stocks (in shares)				(1,055,758)
Change in treasury stocks	(14,861)			$ (10,880)			(3,981)		(14,861)
Share-Based Compensation	6,804				6,765				6,765		39
Other changes in equity	56						32		32		24
Ending Balance (in shares) at Jun. 30, 2020			66,204,881	(5,589,408)
Ending Balance at Jun. 30, 2020	1,034,997		$ 2,158	$ (90,714)	683,288	(44,297)	452,247		1,002,682		32,315
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	5,293						5,227		5,227		66
Other comprehensive income (loss)	25,283					24,639			24,639		644
Issuance of ordinary shares (in shares)			35,150
Issuance of ordinary shares	167				167				167
Change in treasury stocks (in shares)				(399,850)
Change in treasury stocks	(10,487)			$ (5,636)			(4,851)		(10,487)
Share-Based Compensation	6,458				6,391				6,391		67
Other changes in equity (in shares)			(156,859)
Other changes in equity	201		$ (3)	$ 3,900	(4,005)		309		201
Ending Balance (in shares) at Sep. 30, 2020			66,083,172	(5,989,258)
Ending Balance at Sep. 30, 2020	$ 1,061,912		$ 2,155	$ (92,450)	$ 685,841	$ (19,658)	$ 452,932		$ 1,028,820		$ 33,092

[1] From January 1, 2020, we adopted ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost issued by the Financial Accounting Standards Board (FASB).(**) Deferred consideration in the context of Storetail Marketing SAS acquisition in 2018.

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
		Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Cash from operating activities
Net income		$ 5,293	$ 20,557	$ 27,871	$ 54,495
Non-cash and non-operating items		39,831	18,776	105,742	72,735
- Amortization and provisions		24,680	19,455	79,631	57,381
- Net gain or loss on disposal of non-current assets		591	0	2,734	0
- Equity awards compensation expense	[1]	6,803	11,165	22,465	36,760
- Change in deferred taxes		(80)	(2,710)	(7,697)	(1,374)
- Change in income taxes		6,684	(9,309)	7,411	(19,939)
- Other		1,153	175	1,198	(93)
Changes in working capital related to operating activities		6,032	3,956	7,663	36,243
- (Increase) / Decrease in trade receivables		(4,177)	14,821	122,529	120,164
- Increase / (Decrease) in trade payables		8,494	(4,415)	(95,303)	(77,895)
- (Increase) / Decrease in other current assets		(2,762)	638	2,288	2,150
- Increase/(Decrease) in other current liabilities		6,303	(10,177)	(20,145)	(4,726)
- Change in operating lease liabilities and right of use assets		(1,826)	3,089	(1,706)	(3,450)
Cash from operating activities		51,156	43,289	141,276	163,473
Cash used for investing activities
Acquisition of intangible assets, property, plant and equipment		(16,308)	(27,239)	(57,037)	(69,343)
Change in accounts payable related to intangible assets, property, plant and equipment		3,410	3,295	13,870	(11,077)
(Payment for) Disposal of a business, net of cash acquired (disposed)		(3)	106	(3)	(4,582)
Change in other non-current financial assets		(280)	(165)	(20,629)	(1,349)
Cash used for investing activities		(13,181)	(24,003)	(63,799)	(86,351)
Cash (used for) from financing activities
Proceeds from borrowings under line-of-credit agreement		3,193	0	157,503	0
Repayment of borrowings		(12)	(167)	(181)	(506)
Proceeds from capital increase		117	725	101	638
Repurchase of treasury stocks		(10,554)	(17,603)	(43,655)	(17,603)
Change in other financial liabilities		(1,083)	(928)	(2,010)	(1,167)
Cash (used for) from financing activities		(8,339)	(17,973)	111,758	(18,638)
Effect of exchange rates changes on cash and cash equivalents		18,927	(14,188)	18,746	(13,732)
Net increase (decrease) in cash and cash equivalents		48,563	(12,875)	207,981	44,752
Net cash and cash equivalents at beginning of period		578,181	422,053	418,763	364,426
Net cash and cash equivalents at end of period		626,744	409,178	626,744	409,178
Supplemental disclosures of cash flow information
Cash paid for taxes, net of refunds		4,337	(19,932)	(12,229)	(44,927)
Cash paid for interest		$ (153)	$ (337)	$ (819)	$ (1,095)

[1] Of which $10.8 million and $6.5 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, 2019 and 2020, respectively, and $35.7 million and $21.4 million for the nine months ended September 30, 2019 and 2020, respectively.

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Statement of Cash Flows [Abstract]
Share-based compensation expense	$ 6,457	$ 10,816	$ 21,392	$ 35,700

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Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2020

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Basis of Presentation

The unaudited condensed consolidated financial statements included herein (the "Unaudited Condensed Consolidated Financial Statements") have been prepared by Criteo 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 on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 2, 2020. The unaudited condensed consolidated financial statements included herein reflect all adjustments (consisting of normal, recurring adjustments) which are, in the opinion of management, necessary to state fairly the results for the interim periods presented. The results of operations for the interim periods presented are not necessarily indicative of the operating results to be expected for any subsequent interim period or for the fiscal year.

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

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

There have been no changes to our significant accounting policies described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, except for the accounting pronouncements adopted below.

Accounting Pronouncements Adopted in 2020

Effective January 1, 2020, we have adopted the Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model which requires the use of forward-looking information to calculate credit loss estimates. This results in earlier recognition of credit losses.

We measure loss allowances for all trade receivables using the lifetime expected credit loss approach, as described above. The expected credit losses on these financial assets are estimated using a provision matrix based on the Company’s historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date.

Effective January 1, 2020, we have adopted 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. The adoption of the ASU did not have an impact on our financial position or results of operations as we did not recognize an impairment loss during the period.

Effective January 1, 2020, we have adopted ASU 2018-15, Intangibles - Goodwill and Other - Internal Use Software - Customer’s Accounting for Implementation Costs incurred in a Cloud Computing Arrangement That is a Service Contract. This ASU was issued to clarify the accounting for implementation costs incurred for SaaS agreements. Previously the guidance only referred to development of internal use software and the accounting for SaaS agreements was not clarified. This ASU states that any capitalized implementation costs would be included in prepaid expenses, amortized over the term of the hosting arrangement on a straight-line basis and presented in the same line items in the Consolidated Statement of Income as the expense for fees of the associated hosting arrangements. The adoption of the standard did not have an impact on our financial position or results of operations, however, it did have a minor impact on expense classification in current and future periods.

Recent Accounting Pronouncements

In August 2018, the FASB issued ASU 2018 - 14, Compensation - Retirement Benefits - Defined Benefit Plans - General. The purpose of this update is to modify disclosure requirements for Defined Benefit Plans. It removes requirements to disclose the amounts in accumulated other comprehensive income expected to be recognized as components of net periodic benefit cost over the next fiscal year among others. It adds disclosure requirements for the items such as an explanation of the reasons for significant gains and losses related to changes in the benefit obligation for the period. We intend to adopt the standard on the effective date of January 1, 2021. The adoption of ASU 2018-14 is not expected to have a material impact on our financial position or results of operations but may have an impact on our disclosures.

In December 2019, the FASB issued Accounting Standard Update No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12), which simplifies the accounting for income taxes. We intend to adopt the standard on the effective date of January 1, 2021. The adoption of ASU 2019-12 is not expected to have a material impact on our financial position or results of operations but may have an impact on our disclosures.

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

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Significant Events and Transactions of the Period

9 Months Ended

Sep. 30, 2020

Restructuring and Related Activities [Abstract]

Significant Events and Transactions of the Period

Significant Events and Transactions of the Period

Share repurchase program

On October 25, 2018, Criteo's Board of Directors authorized a share repurchase program of up to $80.0 million of the Company’s outstanding American Depositary Shares. We completed this share repurchase program in 2018. As of December 31, 2018, 3.5 million shares were held as treasury shares.

On February 8, 2019, the Board of Directors authorized the reduction of capital resulting in the formal retirement of 1.6 million treasury shares.

On July 26, 2019, Criteo's Board of Directors authorized a share repurchase program of up to $80.0 million of the Company's outstanding American Depositary Shares. As of December 31, 2019, 3.2 million shares were held as treasury shares as part of the share repurchase program authorized on July 26, 2019. We completed this share repurchase program in February 2020.

On April 23, 2020, Criteo's Board of Directors authorized a share repurchase program of up to $30.0 million of the Company's outstanding American Depositary Shares. We completed this share repurchase program in July 2020.

As of September 30, 2020, we had 6.0 million treasury shares remaining which may be used to satisfy the Company's obligations under its employee equity plans upon RSU vesting in lieu of issuing new shares, and for any potential M&A activity.

	Number of Treasury Shares	Amount (in thousands of dollars)
Balance at January 1, 2020	3,903,673	$	74,900
Treasury Shares Repurchased for RSU Vesting	3,358,068	43,655
Treasury Shares Issued for RSU Vesting	(1,272,483)	(26,105)
Balance at September 30, 2020	5,989,258	$	92,450

Restructuring

Cessation of our R&D operations in Palo Alto

On October 7, 2019, in connection with the new organization structure, the Company announced a plan to restructure its R&D activities with the closing of its R&D operations in Palo Alto. The Company incurred additional net restructuring costs of $0.06 million and $0.6 million for the three and nine months ended September 30, 2020, respectively, comprising of payroll expenses included in Research and Development expenses.

The following table summarizes restructuring activities as of September 30, 2020 included in other current liabilities on the balance sheet:

	Nine Months Ended
	September 30, 2020
	(in thousands)
Restructuring liability - January 1, 2020	$	5,581
Restructuring costs	560
Restructuring costs - non cash items	—
Amount paid	(5,108)
Restructuring liability - September 30, 2020	1,033

Termination of the Palo Alto Lease

On September 30, 2020, we early terminated the Palo Alto lease, originally expiring in 2027. We incurred broker fees and termination penalties of $4.6 million in connection with this transaction. The net impact of write-offs of the right of use assets, lease liabilities, and fixed assets associated with the lease was nil.

For the three and nine months ended September 30, 2020, $1.5 million was included in Research and Development expenses, $0.8 million was included in General and Administrative expenses and $2.3 million was included in Sales and Operations expenses.

New organization structure

As part of a new organization structure designed to best support our multi-product platform strategy and accelerate execution, commenced in the twelve month period ended December 31, 2019, the Company incurred net restructuring costs of $2.8 million and $3.9 million for the three and nine month periods ended September 30, 2020, respectively, comprising of payroll expenses.

For the three and nine month periods ended September 30, 2020, respectively, nil and $0.2 million was included in Research and Development expenses, $1.3 million and $1.3 million was included in General and Administrative expenses and $1.5 million and $2.4 million was included in Sales and Operations expenses.

The following table summarizes restructuring activities as of September 30, 2020 included in other current liabilities on the balance sheet:

	Nine Months Ended
	September 30, 2020
	(in thousands)
Restructuring liability - January 1, 2020	$	510
Restructuring costs	3,932
Amount paid	(2,159)
Restructuring liability - September 30, 2020	2,283

We expect the majority of the cash outlays related to the charges incurred in 2020 will be complete within the next three months.

Changes in Group funding

In September 2015, Criteo S.A. entered into a Multicurrency Revolving Facility Agreement for general purposes of the Group including the funding of business combinations. On May 4, 2020, Criteo decided to draw €140 million ($164 million) under its RCF credit facility for general purposes. The drawdown is for an initial period of six months. In addition, the parties to the RCF agreement have agreed to extend the term of the agreement for one additional year, from March 2022 to March 2023, composed of a €350 million ($410 million) commitment through March 2022, and a €294 million ($344 million) commitment from the end of March 2022 through March 2023. The cost of the one-year extension is 0.025% of the extended amount.

Changes in Group financial investments

In September 2020, a $20.0 million amount has been invested in a 12 months term deposit with an annual yield of 0.75%. This new investment is classified as Cash and Cash Equivalents.

In June 2020, a €20.0 million ($23.4 million) amount was invested in a 24 months term deposit with an annual yield of 0.25%. This investment has been classified as Marketable Securities, a non-current asset, as it does not meet the cash and cash equivalent criteria.

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Financial Instruments

9 Months Ended

Sep. 30, 2020

Fair Value Disclosures [Abstract]

Financial Instruments

Financial Instruments

Financial assets

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

	December 31, 2019		September 30, 2020
	(in thousands)
Trade receivables, net of allowance	481,732		335,583
Other taxes	60,924		58,123
Other current assets	17,225		19,278
Non-current financial assets	21,747		20,174
Marketable Securities	—		23,416
Total	$	581,628	$	456,574

Credit Risk

We maintain an allowance for estimated credit losses. During the period ended December 31, 2019 and the nine month period ended September 30, 2020, our net change in allowance for credit losses was $9.9 million and $22.2 million, respectively (note 4). The primary cause of this change was the adoption of ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) from January 1, 2020 resulting in an earlier recognition of credit losses, the cumulative effect of which, was recorded as an adjustment to retained earnings for $3.5 million (note 1), as well as an increase to the provision due to the expected impact of COVID-19 on the Company's future cash collection.

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.

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 or pause the provision of services until payment of past due receivables is made.

As of December 31, 2019 and September 30, 2020, no customer accounted for 10% or more of trade receivables.

Financial Liabilities

	December 31, 2019		September 30, 2020
	(in thousands)
Trade payables	$	390,277	$	293,480
Other taxes	50,099		45,998
Employee-related payables	74,781		68,709
Other current liabilities	35,886		43,299
Financial liabilities	4,405		167,077
Total	$	555,448	$	618,563

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

We are party to several loan agreements and a revolving credit facility, or RCF, with third-party financial institutions. There have been no significant changes from what was disclosed in Note 12 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2019 except as presented in note 2 relating to a drawing for a total amount of €140 million ($164 million) under the RCF credit facility for general purposes. The drawdown is for an initial period of six months. In addition, the parties to the RCF agreement have agreed to extend the term of the agreement for one additional year, from March 2022 to March 2023, composed of a €350 million ($410 million) commitment through March 2022, and a €294 million ($344 million) commitment from the end of March 2022 through March 2023. The cost of the one-year extension is 0.025% of the extended amount.

Fair Value Measurements     

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

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

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, 2019		September 30, 2020
Derivative Liabilities:
Included in financial liabilities - current portion	$	1,284	$	59

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

Cash and Cash Equivalents

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

	December 31, 2019		September 30, 2020
	(in thousands)
Cash equivalents	$	189,119	$	201,240
Cash on hand	229,644		425,504
Total cash and cash equivalents	$	418,763	$	626,744

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

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

Marketable Securities

We made a €20 million investment in a 24 months term deposit with one of the RCF parties, with a yearly yield of 0.25%. This investment has been classified under Marketable Securities as a non-current asset as it does not meet the cash and cash equivalent criteria.

We determine the appropriate classification of our investments in marketable securities at the time of purchase and re-evaluate such designation at each balance sheet date. We have classified and accounted for our marketable debt securities as available-for-sale. After consideration of our risk versus reward objectives, as well as our liquidity requirements, management may redeem these debt securities prior to their stated maturities.

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

	December 31, 2019		September 30, 2020
	(in thousands)
Term Deposits	$	—	$	23,416
Marketable Securities	—		$	23,416

The gross unrealized gains on our marketable securities were not material as of September 30, 2020.

For our marketable securities, the fair value approximates the carrying amount, given the nature of the term deposit and the maturity of the expected cash flows. The term deposit is considered a level 2 financial instruments as it is measured using valuation techniques based on observable market data.

The following table classifies our marketable securities by contractual maturities:

	September 30, 2020
	(in thousands)
Due in one year	$	—
Due in one to five years	$	23,416
Total	$	23,416

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Trade Receivables

9 Months Ended

Sep. 30, 2020

Receivables [Abstract]

Trade Receivables

Trade Receivables

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

	December 31, 2019		September 30, 2020
	(in thousands)
Trade accounts receivables	$	497,800	$	373,860
(Less) Allowance for credit losses	(16,068)		(38,277)
Net book value at end of period	$	481,732	$	335,583

Changes in allowance for credit accounts are summarized below:

	2019		2020
	(in thousands)
Balance at January 1	$	(25,918)	$	(16,068)
Allowance for credit losses through retained earnings (*)	—		(3,503)
Allowance for credit losses	(6,042)		(26,465)
Reversal of provision	12,318		7,944
Currency translation adjustment	96		(185)
Balance at September 30	$	(19,546)	$	(38,277)

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

The amount charged to allowance for credit losses for the nine months ended September 30, 2020 increased compared to the same period in the prior year due to the application of the expected credit loss model beginning on January 1, 2020 as well as an increase to the provision due to the expected impact of COVID-19 on the Company's future cash collections caused by the downturn in the economy which has led to financial difficulties for some of our customers, particularly those operating in the retail sector. In times of the global economic turmoil, brought about by COVID-19, our estimates and judgments with respect to the collectability of our receivables are subject to greater uncertainty than in more stable periods.

The reversal of provision decreased during the nine month period ended September 30, 2020, mainly due to lower payments received and lower write-offs of long outstanding receivables already reserved for which it is certain we will not collect the receivable. During the nine month period ended September 30, 2020, the Company recovered $2.8 million previously written off, accounted for as a reversal of provision.

The Company mitigates its credit risk with respect to accounts receivables by performing credit evaluations and monitoring agencies and advertisers' accounts receivables balances.

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Other Current Assets

9 Months Ended

Sep. 30, 2020

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Other Current Assets

Other Current Assets

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

	December 31, 2019		September 30, 2020
	(in thousands)
Prepayments to suppliers	$	5,109	$	5,168
Other debtors	4,225		4,538
Prepaid expenses	7,891		9,572
Gross book value at end of period	17,225		19,278
Net book value at end of period	$	17,225	$	19,278

Prepaid expenses mainly consist of office rental advance payments.

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Intangible Assets and Goodwill

9 Months Ended

Sep. 30, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible assets and Goodwill

Intangible Assets and Goodwill

There have been no significant additions to intangible assets or goodwill since December 31, 2019.

In addition, no events or circumstances have occurred during the three months ended September 30, 2020 that would indicate impairment of intangible assets and goodwill.

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

	Software		Technology and customer relationships		Total
	(in thousands)
From October 1 to December 31, 2020	$	4,307	$	2,892	$	7,199
2021	10,161		11,566		21,727
2022	7,398		11,566		18,964
2023	2,692		11,046		13,738
2024	732		8,700		9,432
Thereafter	67		7,213		7,280
Total	$	25,357	$	52,983	$	78,340

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Other Current Liabilities

9 Months Ended

Sep. 30, 2020

Other Liabilities Disclosure [Abstract]

Other Current Liabilities

Other Current Liabilities

Other current liabilities are presented in the following table:

	December 31, 2019		September 30, 2020
	(in thousands)
Clients' prepayments	$	13,618	$	11,609
Credit notes	16,420		12,314
Accounts payable relating to capital expenditures	4,408		17,352
Other creditors	1,213		1,645
Deferred revenue	227		379
Total	$	35,886	$	43,299

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Leases

9 Months Ended

Sep. 30, 2020

Leases [Abstract]

Leases

Leases

We have adopted Topic 842 effective January 1, 2019 on a modified retrospective basis and elected not to restate comparative periods. We chose to use certain practical expedients offered by the standard including:

•We did not reassess whether any expired or existing contracts are or contain leases, the lease classification for any expired or existing leases, or the initial direct costs for any existing leases,

•We do not recognize a lease liability or right of use asset for leases with a term of 12 months or less, and

•We used hindsight in determining the lease term.

We lease space under non-cancellable operating leases for our offices as well as our data centers. Our office leases typically include free rent periods or rent escalation periods, and may also include leasehold improvement incentives. Leases for data centers may also include free rent periods or rent escalation periods. These leases typically do not include residual value guarantees. Both office and data center leases may contain both lease components (rent) and non-lease components (maintenance, electrical costs, and other service charges). Non-lease components are accounted for separately.

Both office and data center leases typically contain options to renew, and/or early terminate. Options have been included in the lease term if management has determined it is reasonably certain it will be exercised.

Operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate at lease commencement to determine the present value of future payments. We have a centralized treasury function, and the majority of our leases are negotiated and signed by representatives of Criteo SA. As such, the incremental borrowing rate of Criteo SA is used for all of our contracts. It is then adjusted in consideration of the currency of the lease and the lease term as of the lease commencement date.

Lease expense is recognized for minimum lease payments on a straight-line basis over the lease term. Variable costs are expensed in the period incurred. Variable expenses include changes in indexation. Leases for data centers may have variable costs based on electrical usage.

The components of lease expense are as follows:

	Three Months Ended
	September 30, 2019						September 30, 2020
	Offices		Data Centers		Total		Offices		Data Centers		Total
	(in thousands)
Lease expense	$	8,515	$	6,086	$	14,601	$	6,969	$	7,199	$	14,168
Short term lease expense	496		518		1,014		115		—		115
Variable lease expense	406		605		1,011		307		22		329
Sublease income	(769)		—		(769)		(338)		—		(338)
Total operating lease expense	$	8,648	$	7,209	$	15,857	$	7,053	$	7,221	$	14,274

	Nine Months Ended
	September 30, 2019						September 30, 2020
	Offices		Data Centers		Total		Offices		Data Centers		Total
	(in thousands)
Lease expense	$	27,077	$	17,427	$	44,504	$	20,770	$	20,519	$	41,289
Short term lease expense	1,944		1,573		3,517		332		—		332
Variable lease expense	458		958		1,416		320		110		430
Sublease income	(2,538)		—		(2,538)		(514)		—		(514)
Total operating lease expense	$	26,941	$	19,958	$	46,899	$	20,908	$	20,629	$	41,537

As of September 30, 2020, we had future minimum lease payments as follows:

	September 30, 2020
	Offices		Data Centers		Total
	(in thousands)
Remainder of 2020	$	7,281	$	6,369	$	13,650
2021	28,738		20,914		49,652
2022	27,271		10,809		38,080
2023	17,463		4,411		21,874
2024	8,220		2,258		10,478
Thereafter	9,556		378		9,934
Total minimum lease payments	98,529		45,139		143,668
Impact of Discount Rate	(2,876)		(1,542)		(4,418)
Total Lease Liability	$	95,653	$	43,597	$	139,250

The weighted average remaining lease term and discount rates as of September 30, 2020 are as follows:

	September 30, 2019		September 30, 2020
Weighted average remaining lease term (years)
Offices	4.98		3.78
Data Centers	2.64		2.46
Weighted average discount rate
Offices	2.65	%	1.99	%
Data Centers	1.82	%	1.62	%

Supplemental cash flow information related to our operating leases is as follows for the three and nine months ended September 30, 2020:

	Three Months Ended
	September 30, 2019		September 30, 2020
	(in thousands)
Cash paid for amounts included in the measurement of lease liabilities
Cash flow for operating activities	$	(12,885)	$	(20,070)
Right of use assets obtained in exchange for new operating lease liabilities	$	4,194	$	9,792

	Nine Months Ended
	September 30, 2019		September 30, 2020
	(in thousands)
Cash paid for amounts included in the measurement of lease liabilities
Cash flow for operating activities	$	(40,816)	$	(46,851)
Right of use assets obtained in exchange for new operating lease liabilities	$	15,714	$	9,792

As of September 30, 2020, we have additional operating leases, that have not yet commenced which will result in additional operating lease liabilities and right of use assets:

	Offices		Data Centers
	(in thousands)
Additional operating lease liabilities	$	—	$	8,015
Additional right of use assets	$	—	$	8,015

These operating leases will commence during the fiscal year ending December 31, 2021.

During the three and nine months ended September 30, 2020, we incurred an impairment loss of $1.6 million on certain right of use assets due to the implementation of management's facilities right sizing program. We used market quotes in determining the fair value of the right of use assets. The impairment loss was classified between Research and Development expenses $0.2 million, Sales and Operations expenses $1.1 million, and General and Administrative expenses $0.3 million.

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Revenue

9 Months Ended

Sep. 30, 2020

Revenue from Contract with Customer [Abstract]

Revenue

Revenue

Revenue Recognition

We sell personalized display advertisements featuring product-level recommendations either directly to clients or to advertising agencies. Historically, the Criteo model has focused solely on converting our clients' website visitors into customers, enabling us to charge our clients only when users engage with an ad we deliver, usually by clicking on it. More recently, we have expanded our solutions to address a broader range of marketing goals for our clients.

•Criteo Marketing Solutions allow commerce companies to address multiple marketing goals by engaging their consumers with personalized ads across the web, mobile and offline store environments.

•Criteo Retail Media solutions allow retailers to generate advertising revenues from consumer brands, and/or to drive sales for themselves, by monetizing their data and audiences through personalized ads, either on their own digital property or on the open Internet, that address multiple marketing goals.

In conjunction with broadening our solutions, we have also started expanding our pricing models to now include a combination of cost-per-install and cost-per-impression for selected new solutions, in addition to cost-per-click.

We recognize revenues when we transfer control of promised services directly to our clients or to advertising agencies, which we collectively refer to as our clients, in an amount that reflects the consideration to which we expect to be entitled to in exchange for those services.

For campaigns priced on a cost-per-click and cost-per-install basis, we bill our clients when a user clicks on an advertisement we deliver or installs an application by clicking on an advertisement we delivered, respectively. For these pricing models, we recognize revenue when a user clicks on an advertisement or installs an application.     

For campaigns priced on a cost-per-impression basis, we bill our clients based on the number of times an advertisement is displayed to a user. For this pricing model, we recognize revenue when an advertisement is displayed.

For the majority of our revenue, we act as principal in our arrangements because (i) we control the advertising inventory (spaces on websites) before it is transferred to our clients; (ii) we bear sole responsibility for fulfillment of the advertising promise and inventory risks and (iii) we have full discretion in establishing prices. Therefore, based on these factors, we report revenue earned and the related costs incurred on a gross basis.

Disaggregation of revenue

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.

The following table presents our revenues disaggregated by geographical area:

	Americas		EMEA		Asia-Pacific		Total
For the three months ended	(in thousands)
September 30, 2019	$	213,937	$	185,556	$	123,113	$	522,606
September 30, 2020	$	204,618	$	167,800	$	97,927	$	470,345

	Americas		EMEA		Asia-Pacific		Total
For the nine months ended	(in thousands)
September 30, 2019	$	645,904	$	589,558	$	373,414	$	1,608,876
September 30, 2020	$	582,037	$	517,535	$	311,763	$	1,411,335

Excluding our historical solution for driving Conversion, considered to be a part of Criteo Marketing Solutions (formerly called Criteo Dynamic Retargeting), no individual solution from either Criteo Marketing Solutions , nor Criteo Retail Media, accounted for more than 10% of total consolidated revenue for the periods presented.

Customer Credit Notes

We offer credit notes to certain customers as a form of incentive, which are accounted for as variable consideration. We estimate these amounts based on the expected amount to be provided to customers and they are recognized as a reduction of revenue. We believe that there will not be significant changes to our estimates of variable consideration.

Deferred Revenues

We record deferred revenues when cash payments are received or due in advance of our performance. Our payment terms vary depending on the service or the type of customer. For certain customers, we require payment before the services are delivered.

Practical Expedients     

We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.

We generally expense sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within sales and operating expenses.

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Share-Based Compensation

9 Months Ended

Sep. 30, 2020

Share-based Payment Arrangement [Abstract]

Share-Based Compensation

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, 2020, there were four grants of RSUs and one grant of OSAs under the Employee Share Option Plan 12 as defined in Note 20 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019.

On March 2, 2020, 40,240 RSUs were granted to Criteo employees subject to continued employment and 43,217 RSUs and 43,217 PSUs were granted to a member of the management subject to continued employment.

On April 23, 2020, 72,411 RSUs were granted to Criteo employees subject to continued employment and 140,513 OSAs were granted to a member of management subject to continued employment.

On June, 22, 2020, 1,626,850 RSUs were granted to Criteo employees, to certain senior managers and members of management subject to continued employment.

On July, 23, 2020, 43,480 RSUs were granted to Criteo employees subject to continued employment.

There have been no changes in the vesting and method of valuation of the BSPCEs, OSAs, RSUs, or BSAs from what was disclosed in Note 20 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 2, 2020.

Change in Number of BSPCE/OSA/RSU/BSA

	OSA/BSPCE	RSU/PSU	BSA	Total
Balance at January 1, 2020	2,559,534	4,978,986	363,767	7,902,287
Granted	140,513	1,869,415	—	2,009,928
Exercised (OSA/BSPCE/BSA)	(35,600)	—	(7,250)	(42,850)
Vested (RSU)		(1,130,171)	—	(1,130,171)
Forfeited	(331,724)	(809,281)	(12,742)	(1,153,747)
Expired	(3,600)	—	—	(3,600)
Balance at September 30, 2020	2,329,123	4,908,949	343,775	7,581,847

Breakdown of the Closing Balance

	OSA/BSPCE		RSU	BSA
Number outstanding	2,329,123		4,908,949	343,775
Weighted-average exercise price	€	21.89	NA	€	15.12
Number vested	1,733,069		—	168,756
Weighted-average exercise price	€	24.53	NA	€	17.58
Weighted-average remaining contractual life of options outstanding, in years	5.55		NA	7.04

Reconciliation with the Unaudited Consolidated Statements of Income

	Three Months Ended
	September 30, 2019								September 30, 2020
	(in thousands)
	R&D		S&O		G&A		Total		R&D		S&O		G&A		Total
RSUs	$	(3,190)	$	(3,741)	$	(3,360)	$	(10,291)	$	(3,333)	$	(2,957)	$	(595)	$	(6,885)
Share options / BSPCE	(22)		(68)		(435)		(525)		—		(233)		661		428
Total share-based compensation	(3,212)		(3,809)		(3,795)		(10,816)		(3,333)		(3,190)		66		(6,457)
BSAs	—		—		(349)		(349)		—		—		(346)		(346)
Total equity awards compensation expense	$	(3,212)	$	(3,809)	$	(4,144)	$	(11,165)	$	(3,333)	$	(3,190)	$	(280)	$	(6,803)

	Nine Months Ended
	September 30, 2019								September 30, 2020
	(in thousands)
	R&D		S&O		G&A		Total		R&D		S&O		G&A		Total
RSUs	$	(10,988)	$	(14,365)	$	(9,372)	$	(34,725)	$	(7,771)	$	(8,092)	$	(5,168)	$	(21,031)
Share options / BSPCE	423		463		(1,861)		(975)				(288)		(73)		(361)
Total share-based compensation	(10,565)		(13,902)		(11,233)		(35,700)		(7,771)		(8,380)		(5,241)		(21,392)
BSAs	—		—		(1,060)		(1,060)		—		—		(1,073)		(1,073)
Total equity awards compensation expense	$	(10,565)	$	(13,902)	$	(12,293)	$	(36,760)	$	(7,771)	$	(8,380)	$	(6,314)	$	(22,465)

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Financial Income and Expenses

9 Months Ended

Sep. 30, 2020

Other Income and Expenses [Abstract]

Financial Income and Expenses

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, 2019		September 30, 2020
	(in thousands)
Financial income from cash equivalents	$	442	$	108
Interest and fees	(454)		(677)
Interest on debt	(421)		(437)
Fees	(33)		(240)
Foreign exchange gain (loss)	(869)		107
Other financial expense	(19)		(29)
Total financial expense	$	(900)	$	(491)

	Nine Months Ended
	September 30, 2019		September 30, 2020
	(in thousands)
Financial income from cash equivalents	$	1,227	$	551
Interest and fees	(1,458)		(1,920)
Interest on debt	(1,294)		(1,455)
Fees	(164)		(465)
Foreign exchange gain (loss)	(3,556)		(389)
Other financial expense	(441)		(70)
Total financial expense	$	(4,228)	$	(1,828)

The $0.5 million and the $1.8 million financial expenses for the three and nine months ended September 30, 2020, respectively, were driven by the up-front fees amortization, the non-utilization costs and the financial expense relating to the €140 million ($163.9 million) drawdown performed in May 2020 (note 2) as part of our available Revolving Credit Facility (RCF) financing and the recognition of a negative impact of foreign exchange reevaluations net of related hedging.

We manage our exposure to foreign currency risk at Criteo S.A. level and hedge using foreign currency swaps or forward purchases or sales of foreign currencies.

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Income Taxes

9 Months Ended

Sep. 30, 2020

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

Breakdown of Income Taxes

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

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

	Nine Months Ended
	September 30, 2019		September 30, 2020
	(in thousands)
Current income tax	$	(24,988)	$	(19,640)
Net change in deferred taxes	1,374		7,697
Provision for income taxes	$	(23,614)	$	(11,943)

For the nine months ended September 30, 2019 and 2020, we used an annual estimated tax rate of 30% to calculate the provision for income taxes. The effective tax rate was 30% for the nine months ended September 30, 2019 and 2020, respectively. Discrete items were immaterial for the nine months ended September 30, 2020 resulting in no material difference between the annual estimated tax rate and the effective tax rate.

Current tax assets and liabilities

The total amount of current tax assets consists mainly of prepayments of income taxes and credits of Criteo SA, Criteo Corp, Criteo Gmbh and Criteo K.K.

Update on tax inspection in the United States

On September 27, 2017, we received a draft notice of proposed adjustment (NOPA) from the Internal Revenue Service ("IRS") audit of Criteo Corp. for the year ended December 31, 2014, confirmed by the definitive notice dated February 8, 2018. We disagreed with the IRS's position and contested it. On August 24, 2020, the IRS and the Company agreed to a settlement and closed the income tax audit for the year ended December 31, 2014. The settlement provides for a disallowance of Criteo Corp's. Net Operating Losses (NOLs) amounting to $9.2 million.

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Earnings Per Share

9 Months Ended

Sep. 30, 2020

Earnings Per Share [Abstract]

Earnings Per Share

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, 2019		September 30, 2020		September 30, 2019		September 30, 2020
Net income attributable to shareholders of Criteo S.A.	$	18,778	$	5,227	$	48,721	$	26,402
Weighted average number of shares outstanding	64,868,545		60,080,598		64,600,869		61,059,345
Basic earnings per share	$	0.29	$	0.09	$	0.75	$	0.43

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, 2019 and September 30, 2020. 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, restricted stock unit ("RSU") or 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, 2019		September 30, 2020		September 30, 2019		September 30, 2020
Net income attributable to shareholders of Criteo S.A.	$	18,778	$	5,227	$	48,721	$	26,402
Weighted average number of shares outstanding of Criteo S.A.	64,868,545		60,080,598		64,600,869		61,059,345
Dilutive effect of :
Restricted share awards ("RSUs")	907,412		811,136		987,586		440,835
Share options and BSPCE	261,324		128,291		290,756		133,865
Share warrants	29,764		7,770		37,008		10,782
Weighted average number of shares outstanding used to determine diluted earnings per share	66,067,045		61,027,795		65,916,219		61,644,827
Diluted earnings per share	$	0.28	$	0.09	$	0.74	$	0.43

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, 2019	September 30, 2020	September 30, 2019	September 30, 2020
Restricted share awards	2,218,465	428,949	1,335,496	2,284,562
Share options and BSPCE	62,880	140,513	43,725	93,675
Weighted average number of anti-dilutive securities excluded from diluted earnings per share	2,281,345	569,462	1,379,221	2,378,237

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Commitments and contingencies

9 Months Ended

Sep. 30, 2020

Commitments and Contingencies Disclosure [Abstract]

Commitments and contingencies

Commitments and contingencies

Commitments

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

As mentioned in Notes 2 and 3, we are party to an RCF with a syndicate of banks which allows us to draw up to an additional €210.0 million ($245.9 million).

We are also party to short-term credit lines and overdraft facilities with HSBC plc, BNP Paribas and LCL with an authorization to draw up to a maximum of €21.5 million ($25.2 million) in the aggregate under the short-term credit lines and overdraft facilities. As of September 30, 2020, we had not drawn on any of these facilities. Any loans or overdrafts under these short-term facilities bear interest based on the one month EURIBOR rate or three month EURIBOR rate. As these facilities are exclusively short-term credit and overdraft facilities, our banks have the ability to terminate such facilities on short notice.

Contingencies

Changes in provisions during the presented periods are summarized below:

	Provision for employee-related litigation		Other provisions		Total
	(in thousands)
Balance at January 1, 2020	$	620	$	5,765	$	6,385
Increase	228		—		228
Provision used	(5)		(823)		(828)
Provision released not used*	—		(2,116)		(2,116)
Currency translation adjustments	32		(112)		(80)
Other**	$	—	(2,629)		(2,629)
Balance at September 30, 2020	$	875	$	85	$	960
- of which current	875		85		960

*Due to changes in management's best estimates of the future outflow
**Transfer to Other liabilities due to tax notification received confirming the amount owed

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

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Breakdown of Revenue and Non-Current Assets by Geographical Areas

9 Months Ended

Sep. 30, 2020

Segment Reporting [Abstract]

Breakdown of Revenue and Non-Current Assets by Geographical Areas

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, 2019	$	213,937	$	185,556	$	123,113	$	522,606
September 30, 2020	$	204,618	$	167,800	$	97,927	$	470,345

Revenue generated in France, the country of incorporation of Parent, amounted to $33.5 million and $30.7 million for the three months ended September 30, 2019 and 2020, respectively.

	Americas		EMEA		Asia-Pacific		Total
For the nine months ended:	(in thousands)
September 30, 2019	$	645,904	$	589,558	$	373,414	$	1,608,876
September 30, 2020	$	582,037	$	517,535	$	311,763	$	1,411,335

Revenue generated in France amounted to $106.2 million and $90.0 million for the nine month ended September 30, 2019 and 2020, respectively.

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

	Three Months Ended				Nine Months Ended
	September 30, 2019		September 30, 2020		September 30, 2019		September 30, 2020
	(in thousands)
Americas
United States	$	192,954	$	185,547	$	581,560	$	528,453
EMEA
Germany	$	45,972	$	39,246	$	146,565	$	129,485
United Kingdom	$	19,337	$	21,597	$	62,285	$	63,274
Asia-Pacific
Japan	$	83,174	$	68,459	$	285,605	$	220,878

As of September 30, 2019 and 2020, our largest client represented 2.7% and 1.2%, 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, excluding right of use assets related to lease agreements) are presented in the table below. The geographical information includes results from the locations of legal entities.

					Of which						Of which
	Holding		Americas		United States		EMEA		Asia-Pacific		Japan		Singapore		Total
(in thousands)
December 31, 2019	$	136,621	$	104,389	$	100,107	$	20,336	$	19,701	$	9,617	$	5,970	$	281,047
September 30, 2020	$	137,004	$	96,312	$	96,123	$	8,408	$	32,295	$	20,389	$	7,952	$	274,019

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Related Parties

9 Months Ended

Sep. 30, 2020

Related Party Transactions [Abstract]

Related Parties

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 25 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019 except as follows:

On September 3, 2020, the Group announced the appointment of Sarah Glickman as the Company's Chief Financial Officer, effective September 8, 2020, replacing Dave Anderson.

The Executive Officers as of September 30, 2020 were:

•Megan Clarken - Chief Executive Officer;

•Sarah Glickman - Chief Financial Officer; and

•Ryan Damon - General Counsel and Corporate Secretary.

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Subsequent Events

9 Months Ended

Sep. 30, 2020

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

Given the ongoing impact that the COVID-19 pandemic is having on the Company's clients' business, it will remain a factor in our analysis of estimates residing in the financial statements, including, but not limited to, estimates related to receivable reserves calculated under the CECL model, the impairment analysis, and the income tax calculation. These estimates involve projections and assumptions regarding the future economic environment and as such it is possible that events may occur rapidly or unexpectedly that could lead to their changes. We will continue to closely monitor the effects of the COVID-19 pandemic, and continuously evaluate its impact on our key estimates.

The Company evaluated all other subsequent events that occurred after September 30, 2020 through the date of issuance of the unaudited condensed consolidated financial statements and determined there are no other significant events that require adjustments or disclosures.

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2020

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The unaudited condensed consolidated financial statements included herein (the "Unaudited Condensed Consolidated Financial Statements") 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 on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 2, 2020. The unaudited condensed consolidated financial statements included herein reflect all adjustments (consisting of normal, recurring adjustments) which are, in the opinion of management, necessary to state fairly the results for the interim periods presented. The results of operations for the interim periods presented are not necessarily indicative of the operating results to be expected for any subsequent interim period or for the fiscal year.

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

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

There have been no changes to our significant accounting policies described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, except for the accounting pronouncements adopted below

Recently Issued Accounting Standards

Accounting Pronouncements Adopted in 2020

Effective January 1, 2020, we have adopted the Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model which requires the use of forward-looking information to calculate credit loss estimates. This results in earlier recognition of credit losses.

We measure loss allowances for all trade receivables using the lifetime expected credit loss approach, as described above. The expected credit losses on these financial assets are estimated using a provision matrix based on the Company’s historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date.

Effective January 1, 2020, we have adopted 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. The adoption of the ASU did not have an impact on our financial position or results of operations as we did not recognize an impairment loss during the period.

Effective January 1, 2020, we have adopted ASU 2018-15, Intangibles - Goodwill and Other - Internal Use Software - Customer’s Accounting for Implementation Costs incurred in a Cloud Computing Arrangement That is a Service Contract. This ASU was issued to clarify the accounting for implementation costs incurred for SaaS agreements. Previously the guidance only referred to development of internal use software and the accounting for SaaS agreements was not clarified. This ASU states that any capitalized implementation costs would be included in prepaid expenses, amortized over the term of the hosting arrangement on a straight-line basis and presented in the same line items in the Consolidated Statement of Income as the expense for fees of the associated hosting arrangements. The adoption of the standard did not have an impact on our financial position or results of operations, however, it did have a minor impact on expense classification in current and future periods.

Recent Accounting Pronouncements

In August 2018, the FASB issued ASU 2018 - 14, Compensation - Retirement Benefits - Defined Benefit Plans - General. The purpose of this update is to modify disclosure requirements for Defined Benefit Plans. It removes requirements to disclose the amounts in accumulated other comprehensive income expected to be recognized as components of net periodic benefit cost over the next fiscal year among others. It adds disclosure requirements for the items such as an explanation of the reasons for significant gains and losses related to changes in the benefit obligation for the period. We intend to adopt the standard on the effective date of January 1, 2021. The adoption of ASU 2018-14 is not expected to have a material impact on our financial position or results of operations but may have an impact on our disclosures.

In December 2019, the FASB issued Accounting Standard Update No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12), which simplifies the accounting for income taxes. We intend to adopt the standard on the effective date of January 1, 2021. The adoption of ASU 2019-12 is not expected to have a material impact on our financial position or results of operations but may have an impact on our disclosures.

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

Revenue

Revenue Recognition

We sell personalized display advertisements featuring product-level recommendations either directly to clients or to advertising agencies. Historically, the Criteo model has focused solely on converting our clients' website visitors into customers, enabling us to charge our clients only when users engage with an ad we deliver, usually by clicking on it. More recently, we have expanded our solutions to address a broader range of marketing goals for our clients.

•Criteo Marketing Solutions allow commerce companies to address multiple marketing goals by engaging their consumers with personalized ads across the web, mobile and offline store environments.

•Criteo Retail Media solutions allow retailers to generate advertising revenues from consumer brands, and/or to drive sales for themselves, by monetizing their data and audiences through personalized ads, either on their own digital property or on the open Internet, that address multiple marketing goals.

In conjunction with broadening our solutions, we have also started expanding our pricing models to now include a combination of cost-per-install and cost-per-impression for selected new solutions, in addition to cost-per-click.

We recognize revenues when we transfer control of promised services directly to our clients or to advertising agencies, which we collectively refer to as our clients, in an amount that reflects the consideration to which we expect to be entitled to in exchange for those services.

For campaigns priced on a cost-per-click and cost-per-install basis, we bill our clients when a user clicks on an advertisement we deliver or installs an application by clicking on an advertisement we delivered, respectively. For these pricing models, we recognize revenue when a user clicks on an advertisement or installs an application.     

For campaigns priced on a cost-per-impression basis, we bill our clients based on the number of times an advertisement is displayed to a user. For this pricing model, we recognize revenue when an advertisement is displayed.

For the majority of our revenue, we act as principal in our arrangements because (i) we control the advertising inventory (spaces on websites) before it is transferred to our clients; (ii) we bear sole responsibility for fulfillment of the advertising promise and inventory risks and (iii) we have full discretion in establishing prices. Therefore, based on these factors, we report revenue earned and the related costs incurred on a gross basis.

Excluding our historical solution for driving Conversion, considered to be a part of Criteo Marketing Solutions (formerly called Criteo Dynamic Retargeting), no individual solution from either Criteo Marketing Solutions , nor Criteo Retail Media, accounted for more than 10% of total consolidated revenue for the periods presented.

Customer Credit Notes

We offer credit notes to certain customers as a form of incentive, which are accounted for as variable consideration. We estimate these amounts based on the expected amount to be provided to customers and they are recognized as a reduction of revenue. We believe that there will not be significant changes to our estimates of variable consideration.

Deferred Revenues

We record deferred revenues when cash payments are received or due in advance of our performance. Our payment terms vary depending on the service or the type of customer. For certain customers, we require payment before the services are delivered.

Practical Expedients     

We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.

We generally expense sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within sales and operating expenses.

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Significant Events and Transactions of the Period (Tables)

9 Months Ended

Sep. 30, 2020

Restructuring and Related Activities [Abstract]

Balance of Treasury Shares

As of September 30, 2020, we had 6.0 million treasury shares remaining which may be used to satisfy the Company's obligations under its employee equity plans upon RSU vesting in lieu of issuing new shares, and for any potential M&A activity.

	Number of Treasury Shares	Amount (in thousands of dollars)
Balance at January 1, 2020	3,903,673	$	74,900
Treasury Shares Repurchased for RSU Vesting	3,358,068	43,655
Treasury Shares Issued for RSU Vesting	(1,272,483)	(26,105)
Balance at September 30, 2020	5,989,258	$	92,450

Schedule of Restructuring Reserve by Type of Cost

The following table summarizes restructuring activities as of September 30, 2020 included in other current liabilities on the balance sheet:

	Nine Months Ended
	September 30, 2020
	(in thousands)
Restructuring liability - January 1, 2020	$	5,581
Restructuring costs	560
Restructuring costs - non cash items	—
Amount paid	(5,108)
Restructuring liability - September 30, 2020	1,033

The following table summarizes restructuring activities as of September 30, 2020 included in other current liabilities on the balance sheet:

	Nine Months Ended
	September 30, 2020
	(in thousands)
Restructuring liability - January 1, 2020	$	510
Restructuring costs	3,932
Amount paid	(2,159)
Restructuring liability - September 30, 2020	2,283

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Financial Instruments (Tables)

9 Months Ended

Sep. 30, 2020

Fair Value Disclosures [Abstract]

Schedules of concentration of 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, 2019		September 30, 2020
	(in thousands)
Trade receivables, net of allowance	481,732		335,583
Other taxes	60,924		58,123
Other current assets	17,225		19,278
Non-current financial assets	21,747		20,174
Marketable Securities	—		23,416
Total	$	581,628	$	456,574

Schedule of financial liabilities

	December 31, 2019		September 30, 2020
	(in thousands)
Trade payables	$	390,277	$	293,480
Other taxes	50,099		45,998
Employee-related payables	74,781		68,709
Other current liabilities	35,886		43,299
Financial liabilities	4,405		167,077
Total	$	555,448	$	618,563

Schedule of derivative financial instruments

	December 31, 2019		September 30, 2020
Derivative Liabilities:
Included in financial liabilities - current portion	$	1,284	$	59

Schedule of assets and liabilities carried at fair value

	December 31, 2019		September 30, 2020
	(in thousands)
Cash equivalents	$	189,119	$	201,240
Cash on hand	229,644		425,504
Total cash and cash equivalents	$	418,763	$	626,744

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

	December 31, 2019		September 30, 2020
	(in thousands)
Term Deposits	$	—	$	23,416
Marketable Securities	—		$	23,416

Debt Securities, Available-for-sale

The following table classifies our marketable securities by contractual maturities:

	September 30, 2020
	(in thousands)
Due in one year	$	—
Due in one to five years	$	23,416
Total	$	23,416

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Trade Receivables (Tables)

9 Months Ended

Sep. 30, 2020

Receivables [Abstract]

Schedules of trade receivables net book value and Changes in allowance for doubtful accounts

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

	December 31, 2019		September 30, 2020
	(in thousands)
Trade accounts receivables	$	497,800	$	373,860
(Less) Allowance for credit losses	(16,068)		(38,277)
Net book value at end of period	$	481,732	$	335,583

Changes in allowance for credit accounts are summarized below:

	2019		2020
	(in thousands)
Balance at January 1	$	(25,918)	$	(16,068)
Allowance for credit losses through retained earnings (*)	—		(3,503)
Allowance for credit losses	(6,042)		(26,465)
Reversal of provision	12,318		7,944
Currency translation adjustment	96		(185)
Balance at September 30	$	(19,546)	$	(38,277)

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

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Other Current Assets (Tables)

9 Months Ended

Sep. 30, 2020

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Schedule of other current assets net book value

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

	December 31, 2019		September 30, 2020
	(in thousands)
Prepayments to suppliers	$	5,109	$	5,168
Other debtors	4,225		4,538
Prepaid expenses	7,891		9,572
Gross book value at end of period	17,225		19,278
Net book value at end of period	$	17,225	$	19,278

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Intangible Assets and Goodwill (Tables)

9 Months Ended

Sep. 30, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of estimated future amortization expense related to 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
	(in thousands)
From October 1 to December 31, 2020	$	4,307	$	2,892	$	7,199
2021	10,161		11,566		21,727
2022	7,398		11,566		18,964
2023	2,692		11,046		13,738
2024	732		8,700		9,432
Thereafter	67		7,213		7,280
Total	$	25,357	$	52,983	$	78,340

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Other Current Liabilities (Tables)

9 Months Ended

Sep. 30, 2020

Other Liabilities Disclosure [Abstract]

Other current liabilities

Other current liabilities are presented in the following table:

	December 31, 2019		September 30, 2020
	(in thousands)
Clients' prepayments	$	13,618	$	11,609
Credit notes	16,420		12,314
Accounts payable relating to capital expenditures	4,408		17,352
Other creditors	1,213		1,645
Deferred revenue	227		379
Total	$	35,886	$	43,299

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Leases (Tables)

9 Months Ended

Sep. 30, 2020

Leases [Abstract]

Components of leases

The components of lease expense are as follows:

	Three Months Ended
	September 30, 2019						September 30, 2020
	Offices		Data Centers		Total		Offices		Data Centers		Total
	(in thousands)
Lease expense	$	8,515	$	6,086	$	14,601	$	6,969	$	7,199	$	14,168
Short term lease expense	496		518		1,014		115		—		115
Variable lease expense	406		605		1,011		307		22		329
Sublease income	(769)		—		(769)		(338)		—		(338)
Total operating lease expense	$	8,648	$	7,209	$	15,857	$	7,053	$	7,221	$	14,274

	Nine Months Ended
	September 30, 2019						September 30, 2020
	Offices		Data Centers		Total		Offices		Data Centers		Total
	(in thousands)
Lease expense	$	27,077	$	17,427	$	44,504	$	20,770	$	20,519	$	41,289
Short term lease expense	1,944		1,573		3,517		332		—		332
Variable lease expense	458		958		1,416		320		110		430
Sublease income	(2,538)		—		(2,538)		(514)		—		(514)
Total operating lease expense	$	26,941	$	19,958	$	46,899	$	20,908	$	20,629	$	41,537

The weighted average remaining lease term and discount rates as of September 30, 2020 are as follows:

	September 30, 2019		September 30, 2020
Weighted average remaining lease term (years)
Offices	4.98		3.78
Data Centers	2.64		2.46
Weighted average discount rate
Offices	2.65	%	1.99	%
Data Centers	1.82	%	1.62	%

Supplemental cash flow information related to our operating leases is as follows for the three and nine months ended September 30, 2020:

	Three Months Ended
	September 30, 2019		September 30, 2020
	(in thousands)
Cash paid for amounts included in the measurement of lease liabilities
Cash flow for operating activities	$	(12,885)	$	(20,070)
Right of use assets obtained in exchange for new operating lease liabilities	$	4,194	$	9,792

	Nine Months Ended
	September 30, 2019		September 30, 2020
	(in thousands)
Cash paid for amounts included in the measurement of lease liabilities
Cash flow for operating activities	$	(40,816)	$	(46,851)
Right of use assets obtained in exchange for new operating lease liabilities	$	15,714	$	9,792

Schedule of future minimum lease payments

As of September 30, 2020, we had future minimum lease payments as follows:

	September 30, 2020
	Offices		Data Centers		Total
	(in thousands)
Remainder of 2020	$	7,281	$	6,369	$	13,650
2021	28,738		20,914		49,652
2022	27,271		10,809		38,080
2023	17,463		4,411		21,874
2024	8,220		2,258		10,478
Thereafter	9,556		378		9,934
Total minimum lease payments	98,529		45,139		143,668
Impact of Discount Rate	(2,876)		(1,542)		(4,418)
Total Lease Liability	$	95,653	$	43,597	$	139,250

Additional operating lease liabilities and right of use assets

As of September 30, 2020, we have additional operating leases, that have not yet commenced which will result in additional operating lease liabilities and right of use assets:

	Offices		Data Centers
	(in thousands)
Additional operating lease liabilities	$	—	$	8,015
Additional right of use assets	$	—	$	8,015

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Revenue (Tables)

9 Months Ended

Sep. 30, 2020

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

The following table presents our revenues disaggregated by geographical area:

	Americas		EMEA		Asia-Pacific		Total
For the three months ended	(in thousands)
September 30, 2019	$	213,937	$	185,556	$	123,113	$	522,606
September 30, 2020	$	204,618	$	167,800	$	97,927	$	470,345

	Americas		EMEA		Asia-Pacific		Total
For the nine months ended	(in thousands)
September 30, 2019	$	645,904	$	589,558	$	373,414	$	1,608,876
September 30, 2020	$	582,037	$	517,535	$	311,763	$	1,411,335

Excluding our historical solution for driving Conversion, considered to be a part of Criteo Marketing Solutions (formerly called Criteo Dynamic Retargeting), no individual solution from either Criteo Marketing Solutions , nor Criteo Retail Media, accounted for more than 10% of total consolidated revenue for the periods presented.

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Share-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2020

Share-based Payment Arrangement [Abstract]

Disclosure of share-based compensation by share-based payment award

Change in Number of BSPCE/OSA/RSU/BSA

	OSA/BSPCE	RSU/PSU	BSA	Total
Balance at January 1, 2020	2,559,534	4,978,986	363,767	7,902,287
Granted	140,513	1,869,415	—	2,009,928
Exercised (OSA/BSPCE/BSA)	(35,600)	—	(7,250)	(42,850)
Vested (RSU)		(1,130,171)	—	(1,130,171)
Forfeited	(331,724)	(809,281)	(12,742)	(1,153,747)
Expired	(3,600)	—	—	(3,600)
Balance at September 30, 2020	2,329,123	4,908,949	343,775	7,581,847

Breakdown of the Closing Balance

	OSA/BSPCE		RSU	BSA
Number outstanding	2,329,123		4,908,949	343,775
Weighted-average exercise price	€	21.89	NA	€	15.12
Number vested	1,733,069		—	168,756
Weighted-average exercise price	€	24.53	NA	€	17.58
Weighted-average remaining contractual life of options outstanding, in years	5.55		NA	7.04

Schedule of share-based compensation reconciliation with the Consolidated Statements of Income

Reconciliation with the Unaudited Consolidated Statements of Income

	Three Months Ended
	September 30, 2019								September 30, 2020
	(in thousands)
	R&D		S&O		G&A		Total		R&D		S&O		G&A		Total
RSUs	$	(3,190)	$	(3,741)	$	(3,360)	$	(10,291)	$	(3,333)	$	(2,957)	$	(595)	$	(6,885)
Share options / BSPCE	(22)		(68)		(435)		(525)		—		(233)		661		428
Total share-based compensation	(3,212)		(3,809)		(3,795)		(10,816)		(3,333)		(3,190)		66		(6,457)
BSAs	—		—		(349)		(349)		—		—		(346)		(346)
Total equity awards compensation expense	$	(3,212)	$	(3,809)	$	(4,144)	$	(11,165)	$	(3,333)	$	(3,190)	$	(280)	$	(6,803)

	Nine Months Ended
	September 30, 2019								September 30, 2020
	(in thousands)
	R&D		S&O		G&A		Total		R&D		S&O		G&A		Total
RSUs	$	(10,988)	$	(14,365)	$	(9,372)	$	(34,725)	$	(7,771)	$	(8,092)	$	(5,168)	$	(21,031)
Share options / BSPCE	423		463		(1,861)		(975)				(288)		(73)		(361)
Total share-based compensation	(10,565)		(13,902)		(11,233)		(35,700)		(7,771)		(8,380)		(5,241)		(21,392)
BSAs	—		—		(1,060)		(1,060)		—		—		(1,073)		(1,073)
Total equity awards compensation expense	$	(10,565)	$	(13,902)	$	(12,293)	$	(36,760)	$	(7,771)	$	(8,380)	$	(6,314)	$	(22,465)

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Financial Income and Expenses (Tables)

9 Months Ended

Sep. 30, 2020

Other Income and Expenses [Abstract]

Schedule of financial income (expense)

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

	Three Months Ended
	September 30, 2019		September 30, 2020
	(in thousands)
Financial income from cash equivalents	$	442	$	108
Interest and fees	(454)		(677)
Interest on debt	(421)		(437)
Fees	(33)		(240)
Foreign exchange gain (loss)	(869)		107
Other financial expense	(19)		(29)
Total financial expense	$	(900)	$	(491)

	Nine Months Ended
	September 30, 2019		September 30, 2020
	(in thousands)
Financial income from cash equivalents	$	1,227	$	551
Interest and fees	(1,458)		(1,920)
Interest on debt	(1,294)		(1,455)
Fees	(164)		(465)
Foreign exchange gain (loss)	(3,556)		(389)
Other financial expense	(441)		(70)
Total financial expense	$	(4,228)	$	(1,828)

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Income Taxes (Tables)

9 Months Ended

Sep. 30, 2020

Income Tax Disclosure [Abstract]

Schedule of Provision for income taxes

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

	Nine Months Ended
	September 30, 2019		September 30, 2020
	(in thousands)
Current income tax	$	(24,988)	$	(19,640)
Net change in deferred taxes	1,374		7,697
Provision for income taxes	$	(23,614)	$	(11,943)

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Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2020

Earnings Per Share [Abstract]

Schedule of basic earnings per share

	Three Months Ended				Nine Months Ended
	September 30, 2019		September 30, 2020		September 30, 2019		September 30, 2020
Net income attributable to shareholders of Criteo S.A.	$	18,778	$	5,227	$	48,721	$	26,402
Weighted average number of shares outstanding	64,868,545		60,080,598		64,600,869		61,059,345
Basic earnings per share	$	0.29	$	0.09	$	0.75	$	0.43

Schedule of diluted earnings per share

For each period presented, a contract to issue a certain number of shares (i.e. share option, non-employee warrant, restricted stock unit ("RSU") or 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, 2019		September 30, 2020		September 30, 2019		September 30, 2020
Net income attributable to shareholders of Criteo S.A.	$	18,778	$	5,227	$	48,721	$	26,402
Weighted average number of shares outstanding of Criteo S.A.	64,868,545		60,080,598		64,600,869		61,059,345
Dilutive effect of :
Restricted share awards ("RSUs")	907,412		811,136		987,586		440,835
Share options and BSPCE	261,324		128,291		290,756		133,865
Share warrants	29,764		7,770		37,008		10,782
Weighted average number of shares outstanding used to determine diluted earnings per share	66,067,045		61,027,795		65,916,219		61,644,827
Diluted earnings per share	$	0.28	$	0.09	$	0.74	$	0.43

Schedule of weighted average number of anti-dilutive securities

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, 2019	September 30, 2020	September 30, 2019	September 30, 2020
Restricted share awards	2,218,465	428,949	1,335,496	2,284,562
Share options and BSPCE	62,880	140,513	43,725	93,675
Weighted average number of anti-dilutive securities excluded from diluted earnings per share	2,281,345	569,462	1,379,221	2,378,237

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Commitments and contingencies (Tables)

9 Months Ended

Sep. 30, 2020

Commitments and Contingencies Disclosure [Abstract]

Changes in provisions for 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, 2020	$	620	$	5,765	$	6,385
Increase	228		—		228
Provision used	(5)		(823)		(828)
Provision released not used*	—		(2,116)		(2,116)
Currency translation adjustments	32		(112)		(80)
Other**	$	—	(2,629)		(2,629)
Balance at September 30, 2020	$	875	$	85	$	960
- of which current	875		85		960

*Due to changes in management's best estimates of the future outflow
**Transfer to Other liabilities due to tax notification received confirming the amount owed

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Breakdown of Revenue and Non-Current Assets by Geographical Areas (Tables)

9 Months Ended

Sep. 30, 2020

Segment Reporting [Abstract]

Schedule of consolidated revenue for each geographical area

. 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, 2019	$	213,937	$	185,556	$	123,113	$	522,606
September 30, 2020	$	204,618	$	167,800	$	97,927	$	470,345

Revenue generated in France, the country of incorporation of Parent, amounted to $33.5 million and $30.7 million for the three months ended September 30, 2019 and 2020, respectively.

	Americas		EMEA		Asia-Pacific		Total
For the nine months ended:	(in thousands)
September 30, 2019	$	645,904	$	589,558	$	373,414	$	1,608,876
September 30, 2020	$	582,037	$	517,535	$	311,763	$	1,411,335

Schedule of revenue generated in other significant countries

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

	Three Months Ended				Nine Months Ended
	September 30, 2019		September 30, 2020		September 30, 2019		September 30, 2020
	(in thousands)
Americas
United States	$	192,954	$	185,547	$	581,560	$	528,453
EMEA
Germany	$	45,972	$	39,246	$	146,565	$	129,485
United Kingdom	$	19,337	$	21,597	$	62,285	$	63,274
Asia-Pacific
Japan	$	83,174	$	68,459	$	285,605	$	220,878

Schedule of non-current assets by geographical area and country

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

					Of which						Of which
	Holding		Americas		United States		EMEA		Asia-Pacific		Japan		Singapore		Total
(in thousands)
December 31, 2019	$	136,621	$	104,389	$	100,107	$	20,336	$	19,701	$	9,617	$	5,970	$	281,047
September 30, 2020	$	137,004	$	96,312	$	96,123	$	8,408	$	32,295	$	20,389	$	7,952	$	274,019

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Significant Events and Transactions of the Period - Narrative (Details)				3 Months Ended	9 Months Ended
	May 04, 2020 USD ($)	May 04, 2020 EUR (€)	Feb. 08, 2019 shares	Sep. 30, 2020 USD ($) shares	Sep. 30, 2020 USD ($) shares	Sep. 30, 2020 EUR (€) shares	Jun. 30, 2020 USD ($)	Jun. 30, 2020 EUR (€)	Apr. 23, 2020 USD ($)	Dec. 31, 2019 USD ($) shares	Jul. 26, 2019 USD ($)	Dec. 31, 2018 shares	Oct. 25, 2018 USD ($)
Restructuring Cost and Reserve [Line Items]
Treasury stock (in shares) | shares				5,989,258	5,989,258	5,989,258				3,903,673		3,500,000
Treasury stock, retired (in shares) | shares			1,600,000
Marketable securities				$ 23,416,000	$ 23,416,000					$ 0
Revolving credit facility | Amended RCF To The End Of March 2022 Through March 2023 | Line of Credit
Restructuring Cost and Reserve [Line Items]
Revolving credit facility, maximum borrowing capacity				344,000,000	344,000,000	€ 294,000,000
Revolving credit facility | Bank Syndicate RCF | Line of Credit
Restructuring Cost and Reserve [Line Items]
Proceeds from lines of credit	$ 163,900,000	€ 140,000,000
Revolving credit facility, maximum borrowing capacity				245,900,000	245,900,000	€ 210,000,000.0
Investments [Member]
Restructuring Cost and Reserve [Line Items]
Marketable securities				$ 20,000,000.0	$ 20,000,000.0		$ 23,400,000	€ 20,000,000.0
Interest rate percentage				0.75%	0.75%	0.75%	0.25%	0.25%
Closing R&D Operations In Palo Alto
Restructuring Cost and Reserve [Line Items]
Restructuring charges				$ 60,000.00	$ 560,000
Business exit costs					4,600,000
Closing R&D Operations In Palo Alto | Research and Development expense
Restructuring Cost and Reserve [Line Items]
Business exit costs					1,500,000
Closing R&D Operations In Palo Alto | G&A
Restructuring Cost and Reserve [Line Items]
Business exit costs					800,000
Closing R&D Operations In Palo Alto | Sales and Operations expense
Restructuring Cost and Reserve [Line Items]
Business exit costs					2,300,000
New Organization Structure
Restructuring Cost and Reserve [Line Items]
Restructuring charges				2,800,000	3,932,000
New Organization Structure | Research and Development expense
Restructuring Cost and Reserve [Line Items]
Restructuring charges				0	200,000
New Organization Structure | G&A
Restructuring Cost and Reserve [Line Items]
Restructuring charges				1,300,000	1,300,000
New Organization Structure | Sales and Operations expense
Restructuring Cost and Reserve [Line Items]
Restructuring charges				$ 1,500,000	$ 2,400,000
American Depositary Shares
Restructuring Cost and Reserve [Line Items]
Authorized amount of share repurchase program									$ 30,000,000.0		$ 80,000,000.0		$ 80,000,000.0
Treasury stock (in shares) | shares										3,200,000

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Significant Events and Transactions of the Period - Treasury Shares (Details) - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Sep. 30, 2020
Number of Treasury Shares
Beginning Balance (in shares)			3,903,673			3,500,000	3,903,673
Ending Balance (in shares)	5,989,258						5,989,258
Amount (in thousands of dollars)
Beginning Balance			$ 74,900				$ 74,900
Treasury Shares Repurchased	$ 10,487	$ 14,861	$ 18,239	$ 17,899
Ending Balance	$ 92,450						$ 92,450
Treasury Stock
Number of Treasury Shares
Beginning Balance (in shares)			3,903,673				3,903,673
Treasury Shares Repurchased (in shares)	(399,850)	(1,055,758)	(629,977)	(688,282)	553,435	1,786,715
Ending Balance (in shares)	5,989,258						5,989,258
Amount (in thousands of dollars)
Beginning Balance			$ 74,900				$ 74,900
Treasury Shares Repurchased	$ 5,636	$ 10,880	$ 4,934	$ 12,210	$ (12,515)	$ (40,080)
Ending Balance	$ 92,450						$ 92,450
Treasury Shares Repurchased for RSU Vesting
Number of Treasury Shares
Treasury Shares Repurchased (in shares)							3,358,068
Amount (in thousands of dollars)
Treasury Shares Repurchased							$ 43,655
Treasury Shares Issued for RSU Vesting
Number of Treasury Shares
Treasury Shares Issued for RSU Vesting (in shares)							(1,272,483)
Amount (in thousands of dollars)
Treasury Shares Issued for RSU Vesting							$ (26,105)

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Significant Events and Transactions of the Period - Summary of Restructuring Reserve (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2020
Closing R&D Operations In Palo Alto
Restructuring Reserve [Roll Forward]
Beginning balance		$ 5,581
Restructuring costs	$ 60	560
Restructuring costs - non cash item		0
Amount paid		(5,108)
Ending balance	1,033	1,033
New Organization Structure
Restructuring Reserve [Roll Forward]
Beginning balance		510
Restructuring costs	2,800	3,932
Amount paid		(2,159)
Ending balance	$ 2,283	$ 2,283

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Financial Instruments - Financial Assets and Credit Risk (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2020	Dec. 31, 2019
Concentration Risk [Line Items]
Maximum exposure	$ 456,574	$ 581,628
Trade receivables, net of allowance
Concentration Risk [Line Items]
Maximum exposure	335,583	481,732
Other taxes
Concentration Risk [Line Items]
Maximum exposure	58,123	60,924
Other current assets
Concentration Risk [Line Items]
Maximum exposure	19,278	17,225
Non-current financial assets
Concentration Risk [Line Items]
Maximum exposure	$ 20,174	$ 21,747

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Financial Instruments - Financial Liabilities (Details) - Fair value - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Trade payables	$ 293,480	$ 390,277
Other taxes	45,998	50,099
Employee-related payables	68,709	74,781
Other current liabilities	43,299	35,886
Financial liabilities	167,077	4,405
Total	$ 618,563	$ 555,448

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Financial Instruments - Derivative Financial Instruments (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Fair Value, Inputs, Level 2 | Fair value
Derivative Liabilities:
Included in financial liabilities - current portion	$ 59	$ 1,284

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Financial Instruments - Cash and Cash Equivalents (Details) - Fair Value, Inputs, Level 2 - Fair value - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	$ 626,744	$ 418,763
Cash equivalents
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	201,240	189,119
Cash on hand
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	$ 425,504	$ 229,644

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Financial Instruments - Narrative (Details) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2020 USD ($)	Dec. 31, 2019 USD ($)	Sep. 30, 2020 EUR (€)	Jun. 30, 2020 USD ($)	Jun. 30, 2020 EUR (€)	Jan. 01, 2020 USD ($)
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Net change in allowance for credit losses	$ 22,200	$ 9,900
Retained earnings	$ 452,932	451,725
Line of credit facility, cost expressed as a percentage of extended amount	0.025%
Accounting Standards Update [Extensible List]	us-gaap:AccountingStandardsUpdate201613Member
Marketable securities	$ 23,416	$ 0
Investments [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Marketable securities	$ 20,000			$ 23,400	€ 20,000,000.0
Interest rate percentage	0.75%		0.75%	0.25%	0.25%
RCF | Amended RCF Through March 2022 | Revolving credit facility
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Revolving credit facility, maximum borrowing capacity	$ 410,000		€ 350,000,000
RCF | Amended RCF To The End Of March 2022 Through March 2023 | Revolving credit facility
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Revolving credit facility, maximum borrowing capacity	$ 344,000		€ 294,000,000
Cumulative Effect, Period Of Adoption, Adjustment
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Retained earnings						$ 3,500

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Financial Instruments - Fair Value of Marketable Securities (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Marketable securities	$ 23,416	$ 0
Fair value | Term Deposits
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Marketable securities	$ 23,416	$ 0

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Financial Instruments - Marketable Securities Maturities (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Fair Value Disclosures [Abstract]
Due in one year	$ 0
Due in one to five years	23,416
Marketable securities	$ 23,416	$ 0

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Trade Receivables - Breakdown in Trade Receivables (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019	Sep. 30, 2019	Dec. 31, 2018
Receivables [Abstract]
Trade accounts receivables	$ 373,860	$ 497,800
(Less) Allowance for credit losses	(38,277)	(16,068)	$ (19,546)	$ (25,918)
Net book value at end of period	$ 335,583	$ 481,732

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Trade Receivables - Allowance for Doubtful Accounts Rollforward (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
January 1	$ (16,068)	$ (25,918)
Allowance for credit losses through retained earnings	(26,465)	(6,042)
Reversal of provision	7,944	12,318
Currency translation adjustment	(185)	96
September 30	(38,277)	(19,546)
Retained Earnings
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Allowance for credit losses through retained earnings	$ (3,503)	$ 0

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Other Current Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepayments to suppliers	$ 5,168	$ 5,109
Other debtors	4,538	4,225
Prepaid expenses	9,572	7,891
Gross book value at end of period	19,278	17,225
Net book value at end of period	$ 19,278	$ 17,225

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Intangible Assets and Goodwill (Details) $ in Thousands	Sep. 30, 2020 USD ($)
Estimated Amortization Expense Maturity
From October 1 to December 31, 2020	$ 7,199
2021	21,727
2022	18,964
2023	13,738
2024	9,432
Thereafter	7,280
Total	78,340
Software
Estimated Amortization Expense Maturity
From October 1 to December 31, 2020	4,307
2021	10,161
2022	7,398
2023	2,692
2024	732
Thereafter	67
Total	25,357
Technology and customer relationships
Estimated Amortization Expense Maturity
From October 1 to December 31, 2020	2,892
2021	11,566
2022	11,566
2023	11,046
2024	8,700
Thereafter	7,213
Total	$ 52,983

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Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Other Liabilities Disclosure [Abstract]
Clients' prepayments	$ 11,609	$ 13,618
Credit notes	12,314	16,420
Accounts payable relating to capital expenditures	17,352	4,408
Other creditors	1,645	1,213
Deferred revenue	379	227
Total	$ 43,299	$ 35,886

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Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Lessee, Lease, Description [Line Items]
Lease expense	$ 14,168	$ 14,601	$ 41,289	$ 44,504
Short term lease expense	115	1,014	332	3,517
Variable lease expense	329	1,011	430	1,416
Sublease income	(338)	(769)	(514)	(2,538)
Total operating lease expense	14,274	15,857	41,537	46,899
Offices
Lessee, Lease, Description [Line Items]
Lease expense	6,969	8,515	20,770	27,077
Short term lease expense	115	496	332	1,944
Variable lease expense	307	406	320	458
Sublease income	(338)	(769)	(514)	(2,538)
Total operating lease expense	7,053	8,648	20,908	26,941
Data Centers
Lessee, Lease, Description [Line Items]
Lease expense	7,199	6,086	20,519	17,427
Short term lease expense	0	518	0	1,573
Variable lease expense	22	605	110	958
Sublease income	0	0	0	0
Total operating lease expense	$ 7,221	$ 7,209	$ 20,629	$ 19,958

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Leases - Future Minimum Lease Payments (Details) $ in Thousands	Sep. 30, 2020 USD ($)
Lessee, Lease, Description [Line Items]
Remainder of 2020	$ 13,650
2021	49,652
2022	38,080
2023	21,874
2024	10,478
Thereafter	9,934
Total minimum lease payments	143,668
Impact of Discount Rate	(4,418)
Total Lease Liability	139,250
Offices
Lessee, Lease, Description [Line Items]
Remainder of 2020	7,281
2021	28,738
2022	27,271
2023	17,463
2024	8,220
Thereafter	9,556
Total minimum lease payments	98,529
Impact of Discount Rate	(2,876)
Total Lease Liability	95,653
Data Centers
Lessee, Lease, Description [Line Items]
Remainder of 2020	6,369
2021	20,914
2022	10,809
2023	4,411
2024	2,258
Thereafter	378
Total minimum lease payments	45,139
Impact of Discount Rate	(1,542)
Total Lease Liability	$ 43,597

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Leases - Weighted Average Remaining Lease Term and Discount Rates (Details)	Sep. 30, 2020	Sep. 30, 2019
Offices
Weighted average remaining lease term (years)
Weighted average remaining lease term (years)	3 years 9 months 10 days	4 years 11 months 23 days
Weighted average discount rate
Weighted average discount rate	1.99%	2.65%
Data Centers
Weighted average remaining lease term (years)
Weighted average remaining lease term (years)	2 years 5 months 15 days	2 years 7 months 20 days
Weighted average discount rate
Weighted average discount rate	1.62%	1.82%

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Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Cash Flow, Operating Activities, Lessee [Abstract]
Cash flow for operating activities	$ (20,070)	$ (12,885)	$ (46,851)	$ (40,816)
Right of use assets obtained in exchange for new operating lease liabilities	$ 9,792	$ 4,194	$ 9,792	$ 15,714

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Leases - Additional Operating Leases and Right of Use Assets (Details) $ in Thousands	Sep. 30, 2020 USD ($)
Offices
Lessee, Lease, Description [Line Items]
Additional operating lease liabilities	$ 0
Additional right of use assets	0
Data Centers
Lessee, Lease, Description [Line Items]
Additional operating lease liabilities	8,015
Additional right of use assets	$ 8,015

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Leases - Narrative (Details) - Office Right Sizing Plan - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2020
Lessee, Lease, Description [Line Items]
Impairment loss on operating lease, right of use assets	$ 1.6	$ 1.6
R&D
Lessee, Lease, Description [Line Items]
Impairment loss on operating lease, right of use assets		0.2
S&O
Lessee, Lease, Description [Line Items]
Impairment loss on operating lease, right of use assets		1.1
G&A
Lessee, Lease, Description [Line Items]
Impairment loss on operating lease, right of use assets		$ 0.3

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Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Disaggregation of Revenue [Line Items]
Revenue	$ 470,345	$ 522,606	$ 1,411,335	$ 1,608,876
Americas
Disaggregation of Revenue [Line Items]
Revenue	204,618	213,937	582,037	645,904
EMEA
Disaggregation of Revenue [Line Items]
Revenue	167,800	185,556	517,535	589,558
Asia-Pacific
Disaggregation of Revenue [Line Items]
Revenue	$ 97,927	$ 123,113	$ 311,763	$ 373,414

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Share-Based Compensation - Narrative (Details) - shares					9 Months Ended
	Jul. 23, 2020	Jun. 22, 2020	Apr. 23, 2020	Mar. 02, 2020	Sep. 30, 2020
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)					1,869,415
RSUs | Plan 12
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)	43,480	1,626,850	72,411	40,240
RSUs | Plan 12 | Management
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)				43,217
PSUs | Plan 12 | Management
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)				43,217
OSAs | Management
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted, options (in shares)			140,513

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Share-Based Compensation - Change in Number of BSPCE/OSA/RSU/BSA (Details)	9 Months Ended
	Sep. 30, 2020 shares
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments [Roll Forward]
Beginning balance (in shares)	7,902,287
Granted (in shares)	2,009,928
Exercised (in shares)	(42,850)
Vested (in shares)	(1,130,171)
Forfeited (in shares)	(1,153,747)
Expired (in shares)	(3,600)
Ending balance (in shares)	7,581,847
OSA/BSPCE
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Beginning balance, options (in shares)	2,559,534
Granted, options (in shares)	140,513
Exercised, options (in shares)	(35,600)
Vested, options (in shares)
Forfeited, options (in shares)	(331,724)
Expired, options (in shares)	(3,600)
Ending balance, options (in shares)	2,329,123
RSU/PSU
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Beginning balance (in shares)	4,978,986
Granted (in shares)	1,869,415
Exercised (in shares)	0
Vested (in shares)	(1,130,171)
Forfeited (in shares)	(809,281)
Expired (in shares)	0
Ending balance (in shares)	4,908,949
BSAs
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Beginning balance, options (in shares)	363,767
Granted, options (in shares)	0
Exercised, options (in shares)	(7,250)
Vested, options (in shares)	0
Forfeited, options (in shares)	(12,742)
Expired, options (in shares)	0
Ending balance, options (in shares)	343,775

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Share-Based Compensation - Breakdown of the Closing Balance (Details) - € / shares	9 Months Ended
	Sep. 30, 2020	Dec. 31, 2019
OSA/BSPCE
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number outstanding, options (in shares)	2,329,123	2,559,534
Weighted-average exercise price, options (in Euro per share)	€ 21.89
Number vested, options (in shares)	1,733,069
Weighted-average exercise price, options (in Euro per share)	€ 24.53
Weighted-average remaining contractual life of options outstanding	5 years 6 months 18 days
RSU/PSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number outstanding (in shares)	4,908,949	4,978,986
BSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number outstanding, options (in shares)	343,775	363,767
Weighted-average exercise price, options (in Euro per share)	€ 15.12
Number vested, options (in shares)	168,756
Weighted-average exercise price, options (in Euro per share)	€ 17.58
Weighted-average remaining contractual life of options outstanding	7 years 14 days

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Share-Based Compensation - Share-based compensation expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	$ (6,457)	$ (10,816)	$ (21,392)	$ (35,700)
Total equity awards compensation expense	(6,803)	(11,165)	(22,465)	(36,760)
R&D
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	(3,333)	(3,212)	(7,771)	(10,565)
Total equity awards compensation expense	(3,333)	(3,212)	(7,771)	(10,565)
S&O
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	(3,190)	(3,809)	(8,380)	(13,902)
Total equity awards compensation expense	(3,190)	(3,809)	(8,380)	(13,902)
G&A
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	66	(3,795)	(5,241)	(11,233)
Total equity awards compensation expense	(280)	(4,144)	(6,314)	(12,293)
RSUs
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	(6,885)	(10,291)	(21,031)	(34,725)
RSUs | R&D
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	(3,333)	(3,190)	(7,771)	(10,988)
RSUs | S&O
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	(2,957)	(3,741)	(8,092)	(14,365)
RSUs | G&A
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	(595)	(3,360)	(5,168)	(9,372)
Share options / BSPCE
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	428	(525)	(361)	(975)
Share options / BSPCE | R&D
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	0	(22)		423
Share options / BSPCE | S&O
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	(233)	(68)	(288)	463
Share options / BSPCE | G&A
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	661	(435)	(73)	(1,861)
BSAs
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Issuance of Stock and Warrants for Services or Claims	(346)	(349)	(1,073)	(1,060)
BSAs | R&D
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Issuance of Stock and Warrants for Services or Claims	0	0	0	0
BSAs | S&O
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Issuance of Stock and Warrants for Services or Claims	0	0	0	0
BSAs | G&A
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Issuance of Stock and Warrants for Services or Claims	$ (346)	$ (349)	$ (1,073)	$ (1,060)

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Financial Income and Expenses - Financial income (expense) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Other Income and Expenses [Abstract]
Financial income from cash equivalents	$ 108	$ 442	$ 551	$ 1,227
Interest and fees	(677)	(454)	(1,920)	(1,458)
Interest on debt	(437)	(421)	(1,455)	(1,294)
Fees	(240)	(33)	(465)	(164)
Foreign exchange gain (loss)	107	(869)	(389)	(3,556)
Other financial expense	(29)	(19)	(70)	(441)
Total financial income (expense)	$ (491)	$ (900)	$ (1,828)	$ (4,228)

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Financial Income and Expenses - Narrative (Details) $ in Thousands, € in Millions			3 Months Ended		9 Months Ended
	May 04, 2020 USD ($)	May 04, 2020 EUR (€)	Sep. 30, 2020 USD ($)	Sep. 30, 2019 USD ($)	Sep. 30, 2020 USD ($)	Sep. 30, 2019 USD ($)
Other Income and Expenses [Abstract]
Financial income (expense)			$ 491	$ 900	$ 1,828	$ 4,228
Revolving credit facility | Bank Syndicate RCF | Line of Credit
Debt Instrument [Line Items]
Proceeds from lines of credit	$ 163,900	€ 140

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Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Income Tax Disclosure [Abstract]
Current income tax			$ (19,640)	$ (24,988)
Net change in deferred taxes	$ 80	$ 2,710	7,697	1,374
Provision for income taxes	$ (2,267)	$ (7,913)	$ (11,943)	$ (23,614)

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Income Taxes - Narrative (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2020	Sep. 30, 2019
Income Tax Disclosure [Abstract]
Estimated tax rate		30.00%	30.00%
Effective tax rate	30.00%
Operating loss carryforwards	$ 9.2	$ 9.2

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Earnings Per Share - Basic (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Earnings Per Share [Abstract]
Net income attributable to shareholders of Criteo S.A.	$ 5,227	$ 18,778	$ 26,402	$ 48,721
Weighted average number of shares outstanding (in shares)	60,080,598	64,868,545	61,059,345	64,600,869
Basic earnings per share (in USD per share)	$ 0.09	$ 0.29	$ 0.43	$ 0.75

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Earnings Per Share - Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Earnings Per Share [Abstract]
Net income attributable to shareholders of Criteo S.A.	$ 5,227	$ 18,778	$ 26,402	$ 48,721
Weighted average number of shares outstanding (in shares)	60,080,598	64,868,545	61,059,345	64,600,869
Dilutive effect of :
Restricted share awards (RSU's) (in shares)	811,136	907,412	440,835	987,586
Share options and (BSPCEs) (in shares)	128,291	261,324	133,865	290,756
Share warrants (in shares)	7,770	29,764	10,782	37,008
Weighted average number of shares outstanding used to determine diluted earnings per share (in shares)	61,027,795	66,067,045	61,644,827	65,916,219
Diluted earnings per share (in USD per share)	$ 0.09	$ 0.28	$ 0.43	$ 0.74

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Earnings Per Share - Anti-Dilutive Securities (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted average number of anti-dilutive securities excluded from diluted earnings per share (in shares)	569,462	2,281,345	2,378,237	1,379,221
Restricted share awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted average number of anti-dilutive securities excluded from diluted earnings per share (in shares)	428,949	2,218,465	2,284,562	1,335,496
Share options / BSPCE
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted average number of anti-dilutive securities excluded from diluted earnings per share (in shares)	140,513	62,880	93,675	43,725

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Commitments and contingencies - Commitments (Details) - Sep. 30, 2020 - Revolving credit facility - RCF	EUR (€)	USD ($)
Bank Syndicate RCF
Debt Instrument [Line Items]
Revolving credit facility, maximum borrowing capacity	€ 210,000,000.0	$ 245,900,000
HSBC and LCL Facilities
Debt Instrument [Line Items]
Revolving credit facility, maximum borrowing capacity	€ 21,500,000	$ 25,200,000

XML

Commitments and contingencies - Contingencies (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2020 USD ($)
Loss Contingency Accrual [Roll Forward]
Contingencies accrual, beginning balance	$ 6,385
Increase	228
Provision used	(828)
Provision released not used*	(2,116)
Currency translation adjustments	(80)
Other	(2,629)
Contingencies accrual, ending balance	960
Contingencies accrual, of which current	960
Provision for employee-related litigation
Loss Contingency Accrual [Roll Forward]
Contingencies accrual, beginning balance	620
Increase	228
Provision used	(5)
Provision released not used*	0
Currency translation adjustments	32
Other	0
Contingencies accrual, ending balance	875
Contingencies accrual, of which current	875
Other provisions
Loss Contingency Accrual [Roll Forward]
Contingencies accrual, beginning balance	5,765
Increase	0
Provision used	(823)
Provision released not used*	(2,116)
Currency translation adjustments	(112)
Other	(2,629)
Contingencies accrual, ending balance	85
Contingencies accrual, of which current	$ 85

XML

Breakdown of Revenue and Non-Current Assets by Geographical Areas - Narrative (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020 USD ($) market	Sep. 30, 2019 USD ($)	Sep. 30, 2020 USD ($) market	Sep. 30, 2019 USD ($)
Revenues from External Customers and Long-Lived Assets [Line Items]
Number of geographical markets | market	3		3
Revenue	$ 470,345	$ 522,606	$ 1,411,335	$ 1,608,876
Sales Revenue, Net | Customer Concentration Risk
Revenues from External Customers and Long-Lived Assets [Line Items]
Concentration risk, percentage			1.20%	2.70%
France
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	$ 30,700	$ 33,500	$ 90,000	$ 106,200

XML

Breakdown of Revenue and Non-Current Assets by Geographical Areas - Revenue by Geographical Area (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	$ 470,345	$ 522,606	$ 1,411,335	$ 1,608,876
Americas
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	204,618	213,937	582,037	645,904
EMEA
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	167,800	185,556	517,535	589,558
Asia-Pacific
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	$ 97,927	$ 123,113	$ 311,763	$ 373,414

XML

Breakdown of Revenue and Non-Current Assets by Geographical Areas - Revenue by Significant Other Countries (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	$ 470,345	$ 522,606	$ 1,411,335	$ 1,608,876
United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	185,547	192,954	528,453	581,560
Germany
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	39,246	45,972	129,485	146,565
United Kingdom
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	21,597	19,337	63,274	62,285
Japan
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	$ 68,459	$ 83,174	$ 220,878	$ 285,605

XML

Breakdown of Revenue and Non-Current Assets by Geographical Areas - Other Information (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Revenues from External Customers and Long-Lived Assets [Line Items]
Non-current assets	$ 274,019	$ 281,047
Americas
Revenues from External Customers and Long-Lived Assets [Line Items]
Non-current assets	96,312	104,389
United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Non-current assets	96,123	100,107
EMEA
Revenues from External Customers and Long-Lived Assets [Line Items]
Non-current assets	8,408	20,336
Asia-Pacific
Revenues from External Customers and Long-Lived Assets [Line Items]
Non-current assets	32,295	19,701
Japan
Revenues from External Customers and Long-Lived Assets [Line Items]
Non-current assets	20,389	9,617
Singapore
Revenues from External Customers and Long-Lived Assets [Line Items]
Non-current assets	7,952	5,970
Holding
Revenues from External Customers and Long-Lived Assets [Line Items]
Non-current assets	$ 137,004	$ 136,621