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Criteo S.A. misses on earnings expectations. Reported EPS is $0.2232 EPS, expectations were $0.84.

Operator: Good morning, and welcome to Criteo’s Third Quarter 2024 Earnings Call. All participants will be in listen-only mode. [Operator Instructions] After the prepared remarks, there will be an opportunity to ask questions. [Operator Instructions] Please note this event is being recorded. I would now like to turn the conference over to Melanie Dambre, Vice President of Investor Relations. Please go ahead.

Melanie Dambre: Good morning, everyone, and welcome to Criteo’s third quarter 2024 earnings call. Joining us on the call today is Chief Executive Officer, Megan Clarken; and Chief Financial Officer, Sarah Glickman, are going to share some prepared remarks. Todd Parsons, our Chief Product Officer, will join us for the Q&A session. As usual, you will find our investor presentation on our IR website now as well as our prepared remarks and transcript after the call. Before we get started, I would like to remind you that our remarks will include forward-looking statements which reflect critical judgments, assumptions and analysis only as of today. Our actual results may differ materially from current expectations based on a number of factors affecting Criteo’s business.

Except as required by law, we do not undertake any obligation to update any forward-looking statements discussed today. For more information, please refer to the Risk Factors discussed in our earnings release as well as our most recent forms 10-K and 10-Q filed with the SEC. We will also discuss non-GAAP measures of our performance. Definitions and reconciliations to the most directly comparable GAAP metrics are included in our earnings release published today. Finally, unless otherwise stated, all growth comparisons made during this call are against the same period in the prior year. With that, let me now hand it over to Megan.

Megan Clarken: Thanks, Melanie, and good morning, everyone. Thank you all for joining us today. Two months ago, I announced my plan to retire from my role as CEO of Criteo. This was a tough decision for me, especially given the positive momentum of our journey and the enjoyment that I find in being part of this winning Criteo team serving our clients, shareholders and the industry. The new CEO will inherit a transformed, strong and vibrant company with the biggest and brightest future ahead. The board is conducting a thorough search which is progressing well and meanwhile I’m fired up and ready to bring you this quarter’s update and results. Our ongoing momentum is a testament to our team’s hard work, organizational alignment to the plan and the trust that our clients place in us.

I couldn’t be prouder of our senior leadership team who continues to be the driving force behind the successful execution of our strategy. Together, we’ve turned Criteo into a Commerce Media powerhouse with Retail Media at the core and cemented our position as a global leader in AdTech. Looking back on our company’s transformation over the past five years, we’ve strategically repositioned ourselves for sustainable growth and margin expansion. We’re set to achieve new heights as we’re on track to deliver our third consecutive year of double-digit growth. Over the years and throughout our transformation, we’ve demonstrated strong resilience and maintained a high say/do ratio. We no longer plan our business around the demise of third-party cookies.

We’ve brought our Commerce Media Platform vision to life and we’re now positioned at the forefront of the changes in our industry capitalizing on the next wave of digital advertising. We are the leading independent AdTech company for Commerce Media and the platform of choice for the buying and selling of Commerce Media, the fastest growing sector of advertising. We came into this sector foreseeing the seismic shift in the digital landscape and the rise of Commerce Media overtaking Linear TV and now taking share from search and social media. The most recent quarterly Skai data showed growth surging to 28% in Retail Media in Q3 while paid search growth slowed to 3% and social growth slowed to 5%. The future of Commerce Media is incredibly exciting.

It’s fueled by several key trends, the global growth of e-commerce and consumers engaging with more content and devices than ever before as they shop from discovery through the purchase and beyond. Retailers are looking to capitalize on this by selling advertising on their digital stores while advertisers are focused on optimizing their spend to increase sales. Today, Criteo operates two growing global segments, Retail Media and Performance Media. Retail Media facilitates the targeting of high-intent shoppers by brands primarily on retailer sites and extending reach across the open web. Performance Media focuses on targeting high-intent shoppers for direct-to-consumer brands primarily on the open web and social platforms. In other words, our solutions have a hyper focus on addressing or advertising to consumers who are on their buyer journey.

Our Commerce Media Platform represents the convergence of these opportunities that Criteo is uniquely positioned to address. With 19 years of commerce driven AI and rich data from our supply and demand side relationships, we predict outcomes and deliver targeted ads throughout the buyer journey, from discovery to purchase. Our vision and platform innovation center around a unified commerce experience. Our goal is to empower advertisers to build full-funnel strategies more efficiently, targeting commerce audiences with multi-channel reach, AI-driven optimization and seamless first-party data integration to enhance personalization and improve ad performance. As our platform matures, we introduce capabilities that enhance efficiency and create growth opportunities.

One such example is our latest work in automation tools and streamlined workflows to make client setup easier, enhance performance, and improve efficiency. We refer to this as Commerce GO! Our next generation tool set allows advertisers to create and launch an optimally configured campaign in as few as five clicks. Clients have reported that setting up campaigns on other services can take ten times longer than using Criteo’s Commerce GO! Our advanced AI streamlines campaign creation and management, and automates decisions around audiences, targeting and ad formats to maximize results. Our recently completed beta testing has shown lower cost to serve, lower client churn and, most importantly, an increase in activated media spend with stronger performance.

For example, fashion brand Xirena achieved a 23% increase in ROAS at comparable spending while also benefiting from streamlined campaign setup and activation through Commerce GO! We’re excited to keep moving on this path. Now, turning to our Q3 results. I’m pleased to report that we delivered a strong quarter with robust top line growth, despite tougher year-over-year comparisons showing our ability to achieve operating leverage as we grow. Starting with Retail Media, we delivered strong growth in the third quarter and continued to gain market share. We’ve successfully doubled both our brand count and activated media spend over the past two years. Our brands have increased to 3,100 and our activated media spend reached $1.5 billion on a trailing 12-month basis.

We’re seeing continued adoption of Commerce Max by our agencies. As a reminder, this is our Commerce Media Demand Side Platform. We achieved another record quarter with over $130 million in agency spend going through Commerce Max in the U.S. Holdco agency spend growth accelerated in Q3 compared to Q2, exceeding 60%, with three Holdcos experiencing triple-digit growth in the U.S. This continued increase in demand from brands and agencies remains a critical element of the Criteo flywheel, and we’re confident in maintaining this growth momentum. We recently secured significant new retailer partnerships worldwide. In the U.S., we’re thrilled to team up with large retailers like JCPenney expanding our footprint in fashion department stores. We’re also thrilled to welcome Office Depot and ODP Business Solutions, broadening our presence in the office supply category.

In Europe, we’re proud to work with Metro AG, Flaschenpost and Rohlik, and we added two new retailers in the APAC region. These retailers chose Criteo for our global reach, rapid scalability, comprehensive offering, AI-powered performance, and unparalleled sales and product expertise. We’re also expanding our lead in the Commerce Media more broadly. We’re excited to partner with United Airlines who chose Criteo to help power and scale its offsite monetization. Our Commerce Grid SSP allows Kinective Media by United Airlines to curate its first-party audiences and make them available for broad access through any DSP. Costco is another client partnering with Criteo for offsite monetization. Costco has recently deepened its partnership with us, enabling Criteo to leverage its data to reach existing and potential consumers across the open web.

While this tactic has been slow in gaining traction in the U.S., it’s still very early days and we do see more offsite interest ahead and in other markets. We almost doubled our Retail Media offsite campaigns in APAC where we’re seeing top brand expansion and significant growth in retailers in India. More broadly, our existing retailers continue to trust Criteo with more ad formats and first-party data than ever before. Among others, we’ve more than doubled our number of retailers leveraging our onsite Display offering in North America compared to a year ago. Using Criteo’s Display format, these retailers are attracting strong demand, as brands typically see a 30% average lift in share of sales within two weeks of starting onsite Display.

Incrementality results show a revenue lift per user of 135% from our onsite Display campaigns. We’re obsessively focused on performance, and we increasingly leverage in-store data to enrich our Retail Media strategies. We’ve seen a five-fold increase in retailers sharing their in-store sales data with us. We match offline customer conversion data with the customer behavior and ad exposure that we see online. This contributes to more relevant targeting, better campaign performance, and a seamless shopping experience. And we see this move as an important catalyst to the growth of Commerce Media, bringing alignment between online and in-store advertising performance with closed loop measurement. We also equip brands to fully leverage our measurement and insights to boost sales growth.

For instance, in partnership with Flywheel, Danone’s Oikos brand achieved a 21% increase in product page visits, an 18% boost in daily sales, and a 13% overall sales lift on Albertsons. Turning to Microsoft. We continue to map out our exciting strategic collaboration with Microsoft Advertising, which we’ll talk about during our Retail Media investor update on November 18th. We already expect to transition several retailers to our stack in 2025 across regions, and RFPs for other Microsoft Advertising Retail Media clients are well underway. The design of our demand integration and AI collaboration are all progressing and more to come. Lastly, we’re proud of our work, and that our leadership in Retail Media continues to be recognized, including the most recently by market intelligence firm IDC which has named us as a Leader in worldwide Retail Media network service providers.

Turning to Performance Media, our momentum remains driven by Commerce Audiences, up 30%, as we leverage our large-scale commerce data and AI-powered audience modelling technology to find in-market shoppers. Today, 80% of our media spend is from clients using both Commerce Audiences and Retargeting to reach consumers across the entire buyer journey. Our AI innovation is driving our growth and setting the stage for future success. We’ve unlocked additional budgets across our entire portfolio thanks to our continuous AI-driven performance enhancements. We’re also leveraging GenAI creative technology to enhance product images with AI-generated backgrounds and tests are showing promising increases in click-through-rates. Our advertisers are also seeing benefits when they plan, buy, and optimize across multiple channels, including open web and social.

For example, Electrolux achieved a close to three-fold increase in revenue when including Facebook and Instagram for their Retargeting campaigns. They saw a 100% plus increase in click-through-rates and were able to lower their cost of sales by 17% within only a month after the activation. For us, this is just the beginning and part of our strategy to bring commerce recommendations into any environment where consumers are. To that end, we plan to integrate with more social environments and to continuously make sure that our supply sources are providing access to relevant in-market consumers. This comes at a time when we continue to move full steam ahead to shape the future of digital advertising. We believe our AI optimizes across several addressability solutions and the many signals we have access to along the buyer journey.

As part of our transformation, our focus has shifted from people-based signals to unlocking the full potential of commerce and product-related data. Commerce and shopping experiences are truly everywhere, across every environment and format, and we believe we’re able to recognize shopping intent without relying on identity. Our deep learning models are taking advantage of product intent signals to recognize patterns across shopper types, shopping journeys, and touchpoints. This approach sets us apart and is more relevant than ever before to drive superior performance in any environment. To conclude, we are confident in continuing our positive momentum, and we remain laser focused on the execution of our strategy to create the world’s leading Commerce Media Platform and drive shareholder value.

With that, I’ll hand the call over to Sarah, who will provide more details on our financial results and our outlook.

Sarah Glickman: Thank you, Megan, and good morning, everyone. We delivered strong Q3 results with operating leverage enabled by top-line growth and disciplined cost management again this quarter. Revenue was $459 million, and Contribution ex-TAC increased to $266 million, including year-over-year headwinds from foreign currencies of $1 million. At constant currency, Q3 Contribution ex-TAC grew by 9%, on top of 8% organic growth in Q3 2023. This was driven by strong performance in Retail Media, up 23%, and continued growth in Performance Media, up 5%. During the back-to-school season, we observed a year-over-year increase in advertising spend across all categories. Notably, there was significant growth in an unconventional back-to-school category: animals and pet supplies increased by over 200% year-over-year, followed by strong gains in apparel, and health and beauty.

Overall, we continue to shift and rebalance our top line mix with our new solutions representing 53% of our business in Q3. Starting with Retail Media, revenue was $61 million, and Contribution ex-TAC grew 23% at constant currency to $60 million, on top of 29% in Q3 last year. Our Q3 growth was primarily driven by our client base in the U.S., Germany and the UK. Growth from existing clients remains strong with same retailer Contribution ex-TAC retention at 120%, and we benefited from the ramp-up of newly signed retailers. As previously communicated, our Q3 results also include the expected transition of our largest retailer client to their direct sales model. On the supply side, we have global scale, strong client retention, and we continue to expand our footprint.

We are on track to start transitioning some Microsoft Advertising onsite retailers to our monetization technology stack in early 2025. On the demand side, we now partner with 3,100 global brands after onboarding about 200 new brands this quarter. In the third quarter, our activated media spend grew 29% year-over-year worldwide, outpacing the market. We saw strong growth from our agency partners and robust brand bookings, mainly in CPG, as Retail Media continues to gain share from other channels. In Performance Media, revenue was $398 million, and Contribution ex-TAC was $207 million, up 5% at constant currency. We continue to see strong growth in Commerce Audiences targeting, up 30% year-on-year, on top of 31% growth in the same quarter last year.

Retargeting grew for the third consecutive quarter, up 2%. We are pleased to see that the combination of multiple tactics typically drives better performance and larger budgets. Our latest AI-driven performance optimization also drove a Contribution ex-TAC uplift in the double-digit million range again this quarter. This is despite lapping the benefits of our initial AI-driven performance enhancements from the integration of our deep learning algorithms and advanced vector database technology into our recommendation engine a year ago. Strong growth in Commerce Audiences and increased demand for Retargeting were partially offset by lower AdTech services and supply, down 16%, primarily due to lower spend from one large AdTech client in our media trading marketplace.

We exited the quarter with stabilized trends. Travel remains our fastest growing vertical, up 31%, followed by Classified and Retail. We saw lower spend in fashion and department stores in the U.S. late in the quarter, notably from two U.S. enterprise clients reframing their business strategies and reducing their marketing budgets. We have a broad and diversified client base, and client retention remains high at close to 90%. In recent months, we have intentionally expanded our roster of Performance Media reseller partners in select small regions to combine local market knowledge with operational efficiencies. This resulted in a lower client count. We delivered adjusted EBITDA of $82 million in Q3 2024, up 20% year-over-year, resulting in adjusted EBITDA margin of 31%, up 300 basis points year-over-year.

Our top-line growth resulted in strong operating leverage. We also benefited from some hiring shifts from Q3 to Q4 and lower bad debt expense. Non-GAAP operating expenses increased 7% year-over-year, reflecting planned, targeted growth investments partially offset by continued rigor on resource allocation. As we have said before, we are driving our transformation by investing in growth areas and optimizing our operating model for scalability and efficiency. We are also enhancing our operational effectiveness with streamlined processes and the deployment of AI-powered productivity tools. Moving down to P&L, Depreciation and Amortization was $26 million in Q3 2024. Share-based compensation expense was $35 million, including $16 million related to shares granted to Iponweb’s founder as part of the acquisition.

Our income from operations was $10 million and our net income amounted to $6 million in Q3 2024. Our weighted average diluted share count was 58.4 million, which resulted in diluted earnings per share of $0.11 per share. Our adjusted diluted EPS was $0.96 in Q3 2024, up 35% year-over-year. We continue to benefit from a strong financial position and robust balance sheet with solid cash generation and no long-term debt. We had $711 million in total liquidity at the end of September, which gives us significant financial flexibility to execute our growth strategy and disciplined and balanced capital allocation. Operating cash flow was $58 million and free cash flow was $39 million in Q3, reflecting seasonality and planned CapEx investments. We are confident in our strategy and financial strength.

Our key priority is to continue to invest in our Commerce Media Platform to enable sustainable organic growth alongside value-enhancing acquisitions, and to continue to return capital to shareholders via our share buy-back program. We have a longstanding record of returning significant capital to our shareholders, and we have already repurchased $157 million of stock in the first nine months of 2024, including $55 million deployed in Q3. We now intend to repurchase about $180 million in 2024, underscoring our conviction in the long-term of opportunities ahead, and our commitment to delivering shareholder value. At the end of September, we had $111 million remaining in our Board share buyback authorization. Turning to our financial outlook, which reflects our expectations as of today, October 30, 2024.

Despite the macro-economic uncertainties, we enter the holiday season with confidence to deliver double-digit growth and margin expansion for this year. For 2024, we tightened our guidance range, and we now expect Contribution ex-TAC to grow 10% to 11% year-over-year at constant currency with growth in both segments. This is a meaningful acceleration compared to our organic growth of 4% in 2023. In Retail Media, given our year-to-date performance and ongoing strong momentum, we are now confident in our ability to grow Contribution ex-TAC towards the high-end of our 20% to 22% range at constant currency in 2024. And as a reminder, we have tough comparisons in Q4, which is our largest quarter. In Performance Media, we now expect to grow mid to high single digits in 2024.

Our projected adjusted EBITDA margin for 2024 has been increased to a range of 32% to 33%. This reflects our confidence in operating leverage from top-line growth, strong expense discipline, and the transformation of our operating model as we continue to invest in areas of growth. For 2024, we expect a normalized tax rate of 25% to 30%. Our overall CapEx is now expected to be between $80 million and $100 million as we continue to invest and optimize our leading AI infrastructure. Lastly, we expect a free cash flow conversion rate of approximately 45% of adjusted EBITDA before any non-recurring items. For Q4 2024, our last and largest quarter of the year, we expect Contribution ex-TAC of $327 million to $333 million, growing by 3% to 5% at constant currency, as we continue to drive superior performance for advertisers across our product portfolio.

As you know, we have tougher comparisons in Q4, and we have a shorter holiday season this year. It is also important to note that, Criteo, as a Commerce Media Platform, has no political advertising spend. Our team is ready for our clients to deliver during Cyber week and the holiday season. We estimate FOREX changes to have a minimal year-over-year impact on Contribution ex-TAC in Q4. We expect adjusted EBITDA between $114 million and $120 million. This includes planned investments and the timing shift of certain hires from the third quarter to the fourth quarter. In closing, we have strong conviction in our strategy and a resilient business model. We are well- positioned for continued success, and we are committed to maximizing shareholder value.

We look forward to our Retail Media investor update on November 18th and meeting with many of you on the road and at conferences this quarter. And with that, I’ll turn it over to the operator to begin the Q&A session.

Operator: Thank you. [Operator Instructions] And your first question comes from the line of Mark Zgutowicz with Benchmark Company. Please go ahead.

Mark Zgutowicz: Thanks much. I have questions just around Microsoft progression. I know you’re going to talk about that a bit more on your Retail Media Update. But just curious if there’s any incremental OpEx that you’re incurring there as you sort of get yourself set up to address that demand. And then a separate question on Retail Media. Nice Retail Media take rate, certainly above our expectations in 3Q. Just curious if you could maybe talk about variables here next 12 months, particularly as you anniversary your largest clients transition to in-house demand. I believe you’ll anniversary that in 1Q. So, sort of what we can expect for take rate following that transition? Thanks much.

Megan Clarken : I’ll take the Microsoft [indiscernible] Mark. Good to hear from you. We don’t anticipate any significant operating expenses as we move clients across. I’m sure the team who are doing it would cringe if I say lift and shift, but really if you stand back and take a look at the fact that they are a client who’s looking for or there are a set of clients who are looking for the types of services that we provide as a replacement to what they have been getting from Microsoft. It is about moving them onto the platform. And we have all of the platforms in place for the delivery or acceptance of the demand coming through from the Microsoft Advertising demand side of things as well. So, we have the platform built. We don’t anticipate there being any kind of heavy operating expenses involved with this work.

Sarah Glickman: Yes, I can take Retail Media. Yes, Retail Media is doing really well for us. So, 29% increase in the activated media spend and all clients contributing. So, we’re seeing a lot of traction there. In terms of the – our largest client and we of course, continue to work very closely with them and they are having a good year and that will, as you say, transition more into Q1 2025. That was a slower transition at the beginning of the year, now starting to kind of move ahead at the pace we would expect coming into Q3 and Q4. In terms of take rates for 2025 we’re not giving guidance for ‘25, but we have renegotiated most of our contracts and we have continued to retain and bring in new contracts as well. My anticipation is that as we continue to scale, we will continue to see some move down of the take rate with the scale and that would be expected and has always been expected.

But we are expecting to continue to scale year on, year on, year in Retail Media and to have the take rate that reflects the performance that we’re delivering. And we’re very excited to talk more in the coming weeks. So, we look forward to chatting with you all on November 18th at our Retail Media Day.

Mark Zgutowicz: Okay, thanks much, Megan, Sarah, appreciate it.

Sarah Glickman: Yes.

Operator: Your next question comes from the line of Mark Kelley with Stifel. Please go ahead.

Mark Kelley : Great. Thank you very much. Good morning, everyone. Can you maybe expand on the AdTech services comments a bit? I think you said one client in particular drove that down 16%. I guess, can you maybe help us with the moving pieces there? And I think you said it started to stabilized, I guess, what does that look like from here? And then the second question is another quarter of growth and retargeting in your comp in Q3 was significantly tougher than the first half of the year, I guess. Is that something that we can maybe expect going forward? And I guess what are your conversations with clients just around retargeting as a strategy at this point? Thank you.

Megan Clarken: Let me just start with the AdTech services question and then I will pass it across to Sarah. Within AdTech services, there is a couple of products and a couple of those products we brought across from Iponweb when we made that acquisition. And you will remember, or may remember, when we made that acquisition, we were primarily after two or three of their biggest capabilities. But of course, we brought on board all of Iponweb. So, it centers now around this one product which is in the Iponweb mix, which is not strategic to Criteo. And we have a plan in place to make sure that we can bring it in line, that we can normalize the or take away the issues that we’re seeing with it. In particular, its susceptibility to one client. And so that’s what we’re doing and that’s the explanation of the particular miss there in AdTech services. I’ll pass across to Sarah for more details.

Sarah Glickman: Yes, I mean, just a couple of specifics. So, we did talk about this, I think, in the Q2 call because we started to see lower spend from our largest AdTech partner and that has continued to impact us, as you can see, quite significantly in Q3. I would agree that’s isolated to that last partner and we did exit coming out with a stronger trend. In addition to that, we did have one SSP partner. Also, I think we’ve discussed in prior calls that has an impact on AdTech services and supply in that we’re not getting revenue related to that SSP anymore. In terms of retargeting, just a reminder that we were at 4% increase in Q2, so coming into Q3 at 2%. Feel very good about that. But I think Todd is probably the best person to talk about the retargeting as a strategy.

Todd Parsons: Yes. Hi, Mark. The story here is a good one. Retargeting is resilient. Obviously, our addressability strategy enables our customers to continue to use it as part of their overall marketing mix. And you heard Megan talk about the initial success we’ve had with commerce go and our beta, which exposes customers to an easier way to get at that tactic. And more obviously commerce audiences being a headliner there. And we’re seeing some really interesting early signs of success in the beta on organic growth, on not just the retargeting tactic, but also in audience acquisition, which is a part of customer acquisition, which is a really important sign for us as we progress the business. So, a mix of tactics with retargeting being resilient at the core.

Mark Kelley : Great. Thank you very much. I appreciate it.

Operator: Our next question comes from the line of Ygal Arounian with Citigroup. Please go ahead.

Ygal Arounian: Hey, good morning everyone. Just first on the guidance. I think that’s where a lot of the focus from investors is this morning. If you look at the guidance for 4Q, it does imply a little bit of a step down in the contribution ex-TAC. You did lower the high end of the full year guidance by a little bit. I know, Sarah, you called out certain things like shorter holiday season, no political spending, and I’m not sure exactly how much impact the Iponweb revenue has with that single customer. Can you unpack the guidance what you’re seeing in the macro? What’s driving that kind of sequentially lower growth rate 4Q?

Sarah Glickman: Yes, absolutely. I mean, first of all, just a reminder that we have very tough comps in Q4 2023. So, last year we were up significantly on Retail Media and commerce audience comps in particular, plus we are lapping the AI enhancements from Q4 last year. But just to unpack, I would say the tightening of the range, it does come back to the isolated impact of ad tech and services. That’s definitely the key reason. And we saw that experience in Q3 more significantly and Q4 is by far the largest quarter in that area. So, that’s the key reason. I think the point on the political spend is an important one, because what we are seeing is, I would say, some crowding out on supply right now and we’re seeing retailers waiting until the political cycle is over, which I think, is not surprising.

But as we said, the team are ready to go for the holiday season. Macy’s has their REITs out already, so we’re really expecting to just do a terrific job during the holiday season. But those are the key reasons why we heightened the range. The other piece which we talked about was America has a couple of larger enterprise U.S. clients in the news that have gone through changes in their own structures, including CEO changes. And it’s just we expect that to rebound, but there are some temporary, I would say, change in marketing strategies as they go through those transitions. So, all in, feel really good about the future, feel really good about Q4 and very excited also for the uplift not only in the Retail Media to the top end of the range, but also in the adjusted EBITDA range as well.

So, we’re exciting to continue to close this year out strong.

Ygal Arounian: Okay, thanks. And then maybe on Retail Media again, like others I know we’re going to get a lot more color in a few weeks here. On site, as you called out, has driven so much of the growth. Megan’s comments called out Costco and off-site partnership with United Airlines. I feel like maybe a little bit more than you have in the past and can you just help us frame what the offsite opportunity could be, how it drives growth and how you think about the growth and offsite overall. Thanks.

Megan Clarken: Ygal, let me start by saying that a 39% growth in Q3 for the U.S. is very encouraging for us. It’s very encouraging. And speaking to the fact that we’re winning in this space and when the prize is as large as it is against the spend that’s going into search and social and the share that’s moving across into Commerce Media, we’re right where we were hoping we would be. In fact, we’re probably a little bit ahead. So very, very excited about the progress there. Within Commerce Media and in particular in Retail Media, there are a lot of use cases to bring to life. There are a lot that we do already, some that we’ve just started to roll out and some that have been available for some time. But our clients are just seeing the benefits of them as they move to them and off-site is one of them.

Off-site we’ve had capabilities for a while as you know and we’re starting to see some very big clients come across and utilize that as part of their strategy, their whole Retail Media strategy. So, we’re excited about that move. We also are excited about what we’re seeing in display. So today we dominate in sponsored ads and display is another format if you like on retailers’ pages that we’re starting to see some good traction, so more to come there. And then there is other elements of taking retail – sorry brand data and producing better results for them on site and off site that we spelt out here today as well. So, just a lot of use cases still to unpack and which speaks to growth opportunities for us.

Ygal Arounian: Great, thank you.

Operator: Your next question comes from the line of Doug Anmuth with JPMorgan. Please go ahead.

Bryan Smilek: Great. Thanks for taking my questions. It’s Bryan Smilek on for Doug. Just to start, I think, you guys had mentioned AI driven performance enhancements have drove a contribution ex-TAC increase to in the double digit million range within Performance Media in 3Q. So, can you just talk about the monetization curve of AI? And I guess as we enter 2025 which investments are critical to continue to drive a compelling and differentiated product as other competitors lean into their AI strategies.

Todd Parsons: Yes. You want me to jump in?

Megan Clarken: Yes, Todd. Sorry, Todd. Yes, I was just thinking through the answer, but I’ll give it to Todd.

Todd Parsons: That’s great. And there are a few different really important factors in our investment strategy on AI. And one goes to targeting and activation across a very fragmented space and using deep learning as a way to do that more effectively to drive performance for the company. Obviously, we sell performance. We don’t just sell any one of these tactics, whether retargeting or on site. And AI sits at the center of doing that with efficiency. In spite of the fragmented space that we’re operating in, the addressability challenges that we all talk about. So that’s the core of our investing. Beyond that, there are a couple of other really important dimensions. One is making sure that the experiences that we deliver to, to consumers that are buying advertising or exposed to advertising, rather on site with Retail Media or off site on the open web, are optimized for that experience so that ultimately a commerce outcome is achieved.

That goes to AI generated creatives, it goes to dynamically changing those creatives to be respondent to the stage a person is in their buying journey as they’re discovering or researching or on site, choosing between brands. So, they are two very important things. And the third one is really how we operate as a company internally changing the way that we get to strategies for clients more quickly, respond to their request for service more quickly. Indeed, the way we build our products itself, from a coding perspective, are all impacted by our investments in AI. Those are the three key dimensions.

Megan Clarken: Yes. And just in terms of, I would say, if we’re thinking as well on dollars of investments, our team is already established, it’s well established, it’s at the core of our platform. We’ve gone through our data center transitions over the last couple of years and invested heavily in kind of more, well, I wouldn’t say heavily compared to our peers, but we’ve invested smartly in terms of our infrastructure to ensure that we’re optimized. We will continue to optimize our structure. But ultimately, I would say the investments you would expect would continue to be incremental, to do everything that Todd just spoke about from an incredibly solid and very talented base of AI engineers.

Bryan Smilek: Great, thank you.

Operator: Your next question comes from the line of Alec Brondolo with Wells Fargo. Please go ahead.

Alec Brondolo: Hey, thanks so much. Appreciate the feedback on the supply side of the Microsoft relationship. I would love to ask about the demand side. I think it’s pretty exciting that being in Xandr customers might end up purchasing Criteo Retail Media inventory sometime in 2025. Could you maybe just give us an update on the timeline and functionally how that’s going to work at least as best as you know, today? Thanks.

Megan Clarken: So, this is Megan, thanks for the. Thanks for the question. We don’t want to kill joy. I hope you’re coming to our Investor Day. We’ll take you through more detail about that on November 18. So, I don’t want to get ahead of that. But the team are working pretty hard with Microsoft to establish that connection between their demand type clients and our DSP or other channels into our Retail Media supply. It’s an exciting opportunity in as much as there are half a million advertisers across there and the opportunity to bring that demand onto our Retail Media stack is a critical part of the Criteo flywheel. I talked about that during the prepared comments. But demand to us is so critical to the network of retailers that we have.

And so, the retailers are excited by the prospects of more demand coming their way. And it will come their way because the returns from Retail Media spend for an advertiser speak for themselves. And so, this sort of flywheel is going to come in motion as soon as we start to get things rolling with Microsoft. The implementation I’m looking at, Todd, all things implementation.

Todd Parsons: Implementation is underway. I should say implementation is being carefully thought through and underway.

Megan Clarken: Yes.

Todd Parsons: So that’s about architecture and design. To Megan’s point, we want to make sure that we’re matching those 500,000 advertisers from the Microsoft side, which represent about $10 billion of demand, into not just our whole Retail Media footprint, but also in places where there are unsold opportunities. So, there are different considerations in the design that we’re going through to make sure that’s as seamless as possible and we want to get it right. That’s very actively being done right now with an eye to getting it right and starting to roll it out in 2025.

Megan Clarken: Just to finish that point is that, as we’ve started to express in the dialogue, there is a slew of opportunities, there is an end-to-end shopper capability that we have that we will make available to those demand side advertisers as well. Not just to get access to supply on Retail Media on retailer sites, but also to use everything that we have to get advertising in front of shoppers on their buyer journey. So, this is a big deal.

Alec Brondolo: Perfect. Thank you.

Operator: Your next question comes from the line of Brian Pitz with BMO Capital Markets. Please go ahead.

Brian Pitz: Thank you. Maybe some additional color on verticals. We are hearing some broader category softness in consumer discretionary, whether it’s tech, entertainment, retail, CPG, although kind of offset by stronger lower funnel. Are you seeing this, maybe any broader thoughts on CPG and retail specifically into Q4 and 2025 and then separately? Maybe a quick update on Albertsons. How is that scaling and when do you think it should be a meaningful contributor to your earnings? Thanks.

Sarah Glickman: Yes, thanks for the question, Brian. I would say it’s a bit early to tell on the consumer categories for Q4. We definitely have seen some wait and see, which I spoke about earlier. That being said, we’re having terrific discussions with all our retailers and we would expect to see a good holiday season. So, I would say no additional color, but I’m paying very, very close attention to the brands as they continue to post their earnings and of course, the retailers coming in next quarter. There is obviously some, I would say, broader angst related to Q4 consumer sentiment and I think we’ll keep track of that closely. But to your point, we’re in two key areas. One in Retail Media where we know we have a strong, strong perspective for Q4.

And then in Performance Media, where that’s really – we continue to see a strong spend, especially during holiday season, going into ensuring that they convert to a sale. Just a quick reminder as well that we announced a couple of new verticals this quarter. So, Office Depot, it’s a terrific new add, and then also United Airlines. So, as we move away, kind of, or I would say expand out from Retail Media to Commerce Media, we’re seeing terrific traction across multiple verticals and we expect that to continue going into 2025. On Albertsons in particular, I mean, I would say it’s as expected, terrific relationship, strong, they definitely were contributor to our growth. And I think more to come there. We’ll take that question and address that maybe in the Retail Media Day.

Brian Pitz: Great, thank you.

Operator: Our next question comes from the line of Tim Nollen with Macquarie. Please go ahead.

Tim Nollen: Hi everyone. Thanks. I’d like to come back to the topic of retargeting, which I think, has now grown at least three quarters in a row. And we have almost gotten through this call without talking about cookies. I don’t know if you’ve got an update, you’d be willing to give us today on impact from cookies next year. I know it’s probably very difficult to give. My question really is how dependent is your retargeting business on cookies at this point? Or is it almost not relevant anymore because you’re using so much first party data? Thanks.

Megan Clarken: Yes, look, I said in the opening remarks we no longer run our business based on the demise of cookies. We’ve moved on. That’s not to say we don’t continue to work with Google as they work through their Privacy Sandbox, because we think that works important. But our strategy, our multi-pronged approach dealing with a signal loss has all but gone away – sorry – has all but come to life, I should say, through the work of Todd and his team, our R&D team and our product teams to make that front and center in the way in which we find consumers on their buyer journey. But I’ll pass across the Todd.

Todd Parsons: Yes, so there is a couple of things that are pretty encouraging there to Megan’s point about Privacy Sandbox, you may have seen recently that Google actually came around to addressing a couple of our key requests of them to make Privacy Sandbox itself function better. So, just knowing that that product actually being improved so as part of our overall addressability strategy, its functions is very encouraging. Further, we have been working towards influencing Google as a partner and the CMA on the upcoming user choice implementation that is anticipated this next year, all for the purposes of making sure that consumers have a better view of what keeping a cookie means to a personalized advertising experience. In the net more cookies around is a good thing to our strategy, but our strategy doesn’t tie to it directly anymore.

As Megan said, it’s part of a bigger picture of addressability. And importantly, it’s not just for retargeting, it’s for the entire buyer journey that Megan was laying out that we’re able to address consumers. And this is very important, because retargeting is still just one tactic in the mix that our advertisers are using to reach consumers and to drive commerce outcomes.

Tim Nollen: Okay, thanks. You had previously given a number for the impact of cookie deprecation next year, which I think last call you basically pulled back and said it won’t be that much. I’m just wondering if there’s any update to that number.

Megan Clarken: I mean, I think we don’t know what Google’s latest plan is and so I think, ultimately, we were not giving 2025 guidance now. But to Todd’s point, we feel confident in our overall strategy. And of course, as and when we get updates on exactly what they’re doing, we’ll update our assumptions in our model and in our guidance.

Tim Nollen: Okay, great, thanks.

Operator: Next question comes from the line of Tom White with D.A. Davidson. Please go ahead. Tom White, your line is open.

Tom White: Hello, can you hear me?

Todd Parsons: We can hear you.

Tom White: Okay, quick one on Commerce Max, you guys mentioned some of the growth that you’re seeing at some of the holdcos. Curious whether you guys think you’re kind of displacing any existing DSP tools at those agencies with Commerce Max or whether the spend is may be coming from different budgets. And can you maybe just talk about over the next, say three, four quarters, what’s the main driver of growth at Commerce Max? Is it just kind of deeper penetration of these big holdcos that are using it now, is it adding more agencies? Any color there? Thank you.

Megan Clarken: Yes, a couple of things. Firstly, it’s incredibly encouraging. Getting demand come through agencies is a very big part of the flywheel and that is going as well as possibly could be at this point in time. This is very new for agencies and they’ve been asking for it for a long time, which is a good thing. We’re giving, delivering to them what they’re looking for. It’s now a matter of momentum and we are building momentum incredibly well at 60% this quarter. I think for agencies, they have got a shift to make which is to see Commerce Media spend and Retail Media spend on a network of retailers, a viable proposition, in fact, a better performing proposition for their advertisers so that they move more and more dollars across into retail media.

And they have a couple of choices. They can go to Amazon, they can go to Walmart, or they can go to Criteo. And Criteo has a network of most of the other top retailers sitting there waiting with really strong demand sorry, supply proposition for those advertisers. So it is about momentum, Tom, just building that momentum, making sure the tools are doing everything that encourages an agency buyer to use them, and produce the results and the data that they need to show that it’s an effective buy. You want to add?

Todd Parsons: Yes, Tom, I just add something to what Megan said. Obviously, we’re building on a very strong moat here. And what is important to spur the momentum that Megan talked about with agencies that we have relationships with and partnerships already built from a product perspective is making sure that budgets are easy to plan and allocate across the retail media mix that we sit on top of. So, you can imagine it’s a little bit more challenging to get that done, which plays to our advantage because we’re looking across 225 plus retailers rather than just Walmart or Amazon. So, you can imagine if you make it easier for allocations and activations to happen for holdcos across those 225 and growing, then those budgets will ultimately come into the space through Commerce Max.

Sarah Glickman: And I would just close by encouraging everyone to listen to the Retail Media Investor Day on November 18. I think we have one more question.

Operator: Question comes from the line of Justin Patterson with Keybanc. Please go ahead.

Justin Patterson: Great, thank you very much. Good morning. This is more of a theoretical question around Google and regulation. If Google’s forced to divest Ad Ex and or double click for publishers, how do you think that could access or change your access to supply and winning bids in the market? Thank you.

Megan Clarken: Yes, it’s a good question Justin. I’ll start and maybe Todd can weigh in as well. Firstly, it’s just incredibly hard to speculate as to what could happen here. The options are endless. The timeline to actually get any kind of resolution here, if a resolution comes is way out into the future in which the landscape could have changed considerably. So, we tend to – firstly, we do support a level playing field so we do support anything that makes sure that the industry remains strong and that the ecosystem is a vibrant one which is not dominated by one or two players. And of course, if there are changes to some of the ad tech properties that are owned by Google, then it will be interesting to see what happens from there. Todd, if you’ve got any kind of speculation, we’ll be careful but for the fun of it.

Todd Parsons: Yes, I think I’ll hold back on the speculation. What we are doing is continuing to work more deeply with the different parts of Google. I think we all know that Google is a very strong partner of ours. So, whether there is a breakup or not, that we’re well prepared for what’s on the other side of that. But I do think you can say that while the speculation rages about what might happen, more attention from our customers is coming back to us and that’s really helpful. It’s blue sky for Criteo while people are confused about what might happen elsewhere. So just an observation, not an empirical one but one that’s really important because as these changes happen and as the market seems to be equalizing, there is great opportunity for this company.

Megan Clarken: Yes.

Justin Patterson: Thank you.

Todd Parsons: Great question. All good questions. Thank you very much everybody.

Melanie Dambre: Thank you, Megan, Sarah and Todd. This now concludes our call for today. Thanks everyone for joining. The Investor Relations team is available for any additional questions. We wish you all a great day.

Operator: Thank you. The conference is now concluded. Thank you for attending today’s presentation. You may now disconnect.