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Criteo SA

For the period ended Mar 31, 2025. Filed May 2, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed May 2, 2025

CRTO$15.42+0.3%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-09-30; filed 2024-10-30.

0001576427-24-000124

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

Current report: 10-Q

Period ended 2025-03-31; filed 2025-05-02.

0001576427-25-000072

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

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 118 previous paragraphs and 94 current paragraphs.

49 unchanged; 39 reworded; 6 added; 24 removed; 6 previous and 0 current paragraphs rearranged.

Tables are not compared: 15 previous and 15 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (6)

Current report

Traffic acquisition costs in Retail Media increased by 1%, or 1% at constant currency, compared to the three months ended March 31, 2024.

Current report

The decrease in other cost of revenue was mainly driven by a decrease in depreciation of servers and lower lease expense of data centers, as we transition to a more efficient footprint.

Current report

Research and development expenses for the three months ended March 31, 2025, decreased $(6.1) million or (9)% compared to the three months ended March 31, 2024. This decrease was mainly due to the share-based compensation related to the Iponweb acquisition in 2024, and lower headcount related costs, partially offset by higher amortization expense of our intangibles.

Current report

General and administrative expenses for the three months ended March 31, 2025, decreased $(8.0) million or (17)%, compared to the three months ended March 31, 2024. This decrease was mainly related to a decrease in headcount-related costs and the change in the earn-out fair value related to the Iponweb acquisition in 2024.

Current report

Net income increased increased $31.4 million, or 367%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024, and adjusted EBITDA increased $21.5 million, or 30%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The increase in Net Income and Adjusted EBITDA was primarily due to higher Contribution ex-TAC and a decrease in operating expenses.

Current report

Cash used for investing activities increased during the three months ended March 31, 2025, compared to the same period in 2024, due to higher software development costs.
Removed paragraphs (24)

Previous report

We report our segment results as Retail and Performance Media:

Previous report

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

Previous report

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

Previous report

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

Previous report

Performance Media revenue decreased (3)%, or decreased (1.5)% on a constant currency basis, to $1,232.0 million for the nine months ended September 30, 2024, driven by lower spend in our media trading marketplace, soft retail trends, partially offset by continued strength in travel and classifieds.

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

As of September 30, 2024, our exposure to foreign currency risk was centralized at Criteo S.A. and hedged using foreign currency swaps or forward purchases or sales of foreign currencies.

Previous report

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

Previous report

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

Previous report

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

Previous report

Cash used for investing activities decreased during the nine months ended September 30, 2024, compared to the same period in 2023, due to lower capital expenditures for our data centers compared to the previous period, and due to proceeds from the sale of a non consolidated investment during the three months ended March 31, 2023.
Reworded paragraphs (39)

Previous wording

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

Current wording

For the three months ended March 31, 2025, revenue increased by 0.3% to $451.4 million, compared to the same period in the prior year, primarily driven by growth in Retail Media, partially offset by a decrease in Performance Media. At constant currency, revenue increased by 3%.

Previous wording

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

Current wording

Gross profit for the three months ended March 31, 2025 increased by 9% to $237.0 million, compared to the same period in the prior year, mainly due to lower traffic acquisition costs and other costs of revenue.

Previous wording

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

Current wording

Contribution ex-TAC for the three months ended March 31, 2025 increased by 4% to $264.4 million, compared to the same period in the prior year, primarily driven by growth in Retail Media. At constant currency, Contribution ex-TAC increased by 7%.

Previous wording

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

Current wording

Net income for the three months ended March 31, 2025 increased by 367% to $40.0 million, primarily due to an increase in gross profit and a decrease in operating expenses.

Previous wording

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

Current wording

Adjusted EBITDA for the three months ended March 31, 2025 increased by 30% to $92.1 million, compared to the same period in the prior year, primarily due to higher Contribution ex-TAC and a decrease in operating expenses.

Previous wording

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

Current wording

Cash flow from operating activities was $62.3 million for the three months ended March 31, 2025, compared to $14.0 million in the same period in the prior year, as a result of the positive trends in our income from operations.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

We are subject to U.S. and international laws and regulations regarding privacy, data protection, digital advertising and the collection of user data. In addition, large Internet and technology companies such as Google and Apple are making their own decisions as to how to protect consumer privacy with measures resulting in signal loss, which impact the entire digital ecosystem. We have developed a multi-pronged addressability strategy to provide scalability and runtime interoperability of privacy-safe solutions for a more open, unified and efficient ecosystem.

Previous wording

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

Current wording

Revenue for the three months ended March 31, 2025 increased 0.3%, or 3% on a constant currency basis, to $451.4 million compared to the three months ended March 31, 2024, reflecting growth in Retail Media.

Previous wording

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

Current wording

In the three months ended March 31, 2025, 93% of revenue came from existing clients while 7% came from new client additions.

Previous wording

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

Current wording

Retail Media revenue increased 17%, or 18% on a constant currency basis, to $59.5 million for the three months ended March 31, 2025, driven by continued strength in Retail Media onsite, in particular in the U.S. market, and growing network effects of onboarding brands and retailers to the platform.

Previous wording

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

Current wording

Performance Media revenue decreased (2)%, or increased 0.7% on a constant currency basis, to $391.9 million for the three months ended March 31, 2025, driven by continued strength in travel and classifieds, partially offset by soft retail trends, in particular related to fashion, and lower spend in our media trading marketplace.

Previous wording

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

Current wording

Additionally, our $451.4 million of revenue for the three months ended March 31, 2025 was negatively impacted by $10.6 million of currency fluctuations, particularly as a result of the depreciation of the Euro, the Japanese Yen, the Brazilian Real, and the Korean Won compared to the U.S. dollar.

Previous wording

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

Current wording

Our revenue in the Americas region decreased (3)%, or (2)% on a constant currency basis, to $192.9 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. This primarily reflects continued soft retail trends, partially offset by strong performance of Retail Media as the platform continues to scale with large retailers and consumer brands.

Previous wording

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

Current wording

Our revenue in EMEA increased 1%, or 4% on a constant currency basis, to $164.9 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024, reflecting continued traction in Retail Media and continued strength in Travel.

Previous wording

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

Current wording

Our revenue in the Asia-Pacific region increased 5%, or increased 10% on a constant currency basis, to $93.7 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024, reflecting solid Travel and Retail trends, partially offset by soft trends in Classified in the region.

Previous wording

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

Current wording

Cost of revenue for the three months ended March 31, 2025 decreased $(18.4) million, or (8)%, compared to the three months ended March 31, 2024. This decrease was the result of a decrease of $(9.1) million, or (5)% (or 2% on a constant currency basis) in traffic acquisition costs driven by a lower average price partially offset by an increase in volume, and a decrease of $(9.3) million, or (25)% in other cost of revenue.

Previous wording

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

Current wording

Traffic acquisition costs in Performance Media decreased by (5)%, or (2)% at constant currency, compared to the three months ended March 31, 2024. This was driven by a (21)% decrease (or (20)% at constant currency) in the average cost per thousand impressions ("CPM") for inventory purchased, including lower CPMs for signal-limited environments where Criteo continues to perform, and a 20% increase in the number of impressions we purchased.

Previous wording

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

Current wording

Contribution ex-TAC increased $10.5 million, or 4% for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The increase in Contribution ex-TAC was mainly driven by growth in Retail Media.

Previous wording

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

Current wording

Sales and operations expenses for the three months ended March 31, 2025 decreased $(4.0) million or (4)% compared to the three months ended March 31, 2024. This decrease was mainly related to a decrease in headcount-related costs and a decrease in bad debt expense.

Previous wording

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

Current wording

Financial and Other Income for the three months ended March 31, 2025, increased by $1.1 million or 95% compared to the three months ended March 31, 2024. This increase was due to the accretion in 2024 of the earn-out liability related to the Iponweb acquisition, partially offset by a decrease in interest income.

Previous wording

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

Current wording

Provision for income tax expense for the three months ended March 31, 2025, increased $7.5 million or 252% compared to the three months ended March 31, 2024. The increase was driven by higher income from operations.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

Our cash and cash equivalents and restricted cash at September 30, 2024 were held for working capital and general corporate purposes, which could include acquisitions, and amounted to $284.0 million as of September 30, 2024. The $(127.4) million decrease in cash and cash equivalents, and restricted cash compared to December 31, 2023, primarily resulted from a decrease of $(154.4) million in cash used for financing activities, a decrease of $(59.0) million in cash used for investing activities partially offset by an increase of $88.7 million in cash provided by operating activities over the period. Our policy is to invest any cash in excess of our immediate requirements in investments designed to preserve the principal balance and provide liquidity. Accordingly, our cash and cash equivalents are invested primarily in demand deposit accounts that are currently providing only a minimal return.

Current wording

Our cash and cash equivalents, and restricted cash at March 31, 2025 were held for working capital and general corporate purposes, which could include acquisitions, and amounted to $285.9 million as of March 31, 2025. The $(4.8) million decrease in cash and cash equivalents, and restricted cash compared to December 31, 2024, primarily resulted from a decrease of $(54.8) million in cash used for financing activities, a decrease of $(17.5) million in cash used for investing activities, partially offset by an increase of $62.3 million in cash provided by operating activities over the period. Our policy is to invest any cash in excess of our immediate requirements in investments designed to preserve the principal balance and provide liquidity. Accordingly, our cash and cash equivalents are invested primarily in demand deposit accounts that are currently providing only a minimal return.

Previous wording

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

Current wording

As disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, on September 27, 2022, the Company entered into a new five year Revolving Credit Facility (as amended, the "RCF") that allows immediate access to an additional €407.0 million ($440.2 million) of liquidity, which, combined with our cash position, marketable securities and treasury shares as of March 31, 2025, provides total liquidity above $810.2 million. Overall, we believe that our current financial liquidity, combined with our expected cash-flow generation in 2025, enables financial flexibility.

Previous wording

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

Current wording

In December 2022, we completed a $136.0 million share repurchase program. In 2023, we completed an additional $125.0 million share repurchase, and in 2024, we completed an additional $224.6 million share repurchase. For the three months ended March 31, 2025, we have repurchased $56.2 million of shares.

Previous wording

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

Current wording

All above programs have been implemented under our multi-year authorization granted by our Board of Directors. On January 2025, this authorization was extended to a total amount of up to $805.0 million. Other than these repurchase programs, we intend to retain all available funds and any future earnings to fund our growth.

Previous wording

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.

Current wording

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 are 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.

Previous wording

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

Current wording

For the three months ended March 31, 2025 and 2024, our net capital expenditures were $(17.1) million and $(13.2) million, respectively, primarily related to the acquisition of data center and server equipment, and capitalized software development costs. We expect our capital expenditures to remain at, or slightly below, 5% of revenue for 2025, as we plan to continue to build, reshape and maintain additional data center equipment capacity in all regions and we keep investing in our Commerce Media Platform.

Previous wording

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

Current wording

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

Previous wording

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.

Current wording

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 financing to support our operations, and such financings may not be available to us on acceptable terms, or at all. We may also seek to raise additional funds in the future to support potential acquisitions of businesses, technologies, assets or products.

Previous wording

Cash from operating activities was driven by the increased performance of our operations, primarily due to higher Contribution ex-TAC partially offset by an increase in operating expenses. Cash flow from operating activities has typically been generated from changes in our operating assets and liabilities, particularly in the areas of accounts receivable, accounts payable and accrued expenses, adjusted for certain non-cash and non-operating items such as depreciation, amortization and share-based compensation, deferred tax assets and income taxes.

Current wording

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 noncash and nonoperating expense items such as depreciation, amortization, equity awards compensation, deferred tax assets and income taxes.

Previous wording

For the nine months ended September 30, 2024, net cash provided by operating activities mostly consisted of net income adjusted for certain non-cash and non-operating items, such as amortization and provision expense of $67.1 million, and equity awards compensation expense of $82.2 million, partially offset by $(90.1) million of changes in working capital. The increase in cash flow from operating activities during the nine months ended September 30, 2024, compared to the same period in 2023, was mainly due to higher net income.

Current wording

For the three months ended March 31, 2025, net cash provided by operating activities mostly consisted of net income adjusted for certain noncash and nonoperating items, such as amortization and provision expense of $23.6 million, and equity awards compensation expense of $17.1 million, partially offset by $(20.3) million of changes in working capital. The increase in cash flows from operating activities during the three months ended March 31, 2025, compared to the same period in 2024, was mainly due to higher net income, and improved working capital.

Previous wording

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

Current wording

For the three months ended March 31, 2025, net cash used for investing activities was $(17.5) million, primarily driven by capitalized software development costs.

Previous wording

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

Current wording

For the three months ended March 31, 2025, net cash used for financing activities was $(54.8) million, due to the repurchasing of shares of $(56.2) million. The decrease in cash used for financing activities during the three months ended March 31, 2025, compared to the same period in 2024, was mostly due to a decrease in the amount of shares repurchased.
Rearranged previous paragraphs (6)

Previous report — wording carried elsewhere

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

Previous report — wording carried elsewhere

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

Previous report — wording carried elsewhere

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

Previous report — wording carried elsewhere

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

Previous report — wording carried elsewhere

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

Previous report — wording carried elsewhere

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.