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

Good morning, everyone, and welcome to Criteo’s second quarter 2024 earnings call. Joining us on the call today, 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 investor website now, as well as our prepared remarks and transcripts after the call. Before we get started, I would like to remind you that our remarks will include forward-looking statements which reflect Criteo’s 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 gross comparisons made during this call are against the same period in the prior year. With that, let me now hand it over to Megan.

Thanks, Melanie, and good morning, everyone. Thank you for joining us for our second quarter earnings call, and what a quarter it’s been for Criteo. I’m excited to share that we delivered another strong performance with double-digit organic growth for the third consecutive quarter. Notably, we achieved record topline and adjusted EBITDA margin for Q2. These results reflect the outstanding work of our teams who are driving momentum across our business. Before delving into this quarter’s performance, I’d like to address Google’s recent announcement to move away from their original plan to fully deprecate third-party cookies on Chrome. They are now proposing a new framework to continue to support third-party cookies with user choice. This means that we expect to benefit from ongoing access to third-party signals for opted-in users and that Google will continue to support privacy sandbox for opted-out users. As a result, we expect that any given scenario would lead to a smaller signal loss impact than previously anticipated. We look forward to our continued collaboration with Google to shape this new framework. Although it’s premature to pinpoint the timeline and precise impact of this change, we welcome this good news, which provides more clarity and publisher stability, ultimately benefiting the entire advertising landscape. Our next generation addressability strategy remains unchanged, with additional strength coming with the news of more third-party signals. We remain confident in our ability to provide scalability and runtime interoperability of privacy-safe solutions for a more open, unified and efficient ecosystem that supports multiple addressability options. Our vision is quickly coming to life as we continue to transform our company into a Commerce Media powerhouse. We continue to build out capabilities that focus on reaching consumers throughout their buyer journey, from discovery to purchase, leveraging our unique commerce data assets, best-in-class AI, and our supply-and-demand side relationships, creating a flywheel effect and making us the perfect platform for a unified Commerce Media ecosystem. Partnerships are vital when scaling our value for all marketers and media owners. Over the past few years, we’ve worked closely with Microsoft to bring commerce audiences to the high-quality native advertising we deliver on Microsoft properties and we’re now excited to extend our longstanding partnership with Microsoft to our Retail Media suite. Our most recent announcement reinforces the belief that the world of Retail Media is converging, and together, Criteo and Microsoft can play a more central role in unlocking its full potential for partners and clients. The collaboration with Microsoft is twofold. First, we’re excited to bring Microsoft Advertising’s extensive demand to our global network of 225 retailers. This first-of-a-kind integration will enable retailers to tap into new budgets from Microsoft’s 500,000-plus advertisers, expanding the value and reach of their inventories in the process. Integration, design and planning are underway, and we look forward to capitalizing on this opportunity together as more budgets shift to Retail Media. Second, Microsoft chose Criteo as their preferred on-site partner and we’re working to consolidate their Retail Media supply onto our platform. The transition of these retailers from Microsoft Advertising to the Criteo platform is expected to start in 2025. We expect this to further strengthen our position as the leading AdTech player in Retail Media while creating an even more unified access for all media buyers. Our shared focus on AI innovation is a unifying force behind our expanded partnership. Together, we aim to elevate retail monetization and advertiser outcomes across the consumer journey, tapping into world-class strengths and predictive modeling to drive privacy-enhancing targeting, product recommendation, campaign workflows and creative format. We’re incredibly excited with this work and the opportunities that working with Microsoft on AI unlocks. On top of this exciting development with Microsoft, we continue to gain market share in Retail Media in the second quarter with 30% year-over-year growth and Retail Media activated media spend, outpacing the market. We have a leading market footprint, including 65% of the top 30 retailers in the Americas and 50% of the top 30 in EMEA, and we believe we’ve become the hub of Retail Media to complement Amazon. We had notable retailer wins across all regions over the past few months. In the U.S., we’re excited to partner with new large retailers, including Dollar General, QVC and Belk. In Europe, we’re proud to work with Euronics, a global leader in distribution of home appliances and electronics, and we expanded our relationship with MyTheresa, a global luxury e-commerce retailer that is now using both our Performance Marketing and Retail Media capabilities. We’re also partnering with luxury department store Selfridges to power the online Retail Media advertising technology on their e-commerce website. Lastly, we’re broadening our Retail Media presence in APAC and LatAm, including new retailers in Peru and Brazil. These retailers are coming to us for our global presence, ability to scale quickly, our end-to-end capability, simple-to-use products, AI-driven performance and world-leading sales and product expertise. Our momentum carries into adjacent verticals, such as tech-enabled services. For instance, we added Grab, a leading app in Southeast Asia, providing everyday services such as mobility, delivery and digital financial services to over 38 million users. We’ve also seen strong demand and revenue growth for Uber Eats since we expanded our partnership to the spirits and beverages category across various regions earlier this year. Importantly, we continue to experience strong client retention and expansion. A multiyear and often exclusive contract with deep technical integration contributes to the stickiness of our Retail Media business. We’re also very encouraged to see that over half of our retailers in the Americas and EMEA are leveraging multiple ad formats for their Retail Media network, building out their advertising offering. A recent example is the expansion of our DocMorris partnership with the launch of native video ads. This activity drives scale. We added about 200 new brands in Q2 and we’re pleased to see agencies lean in with our Commerce Media demand-side platform or DSP, as we give them a single entry point to reach our valuable network of retailers. In the U.S., agency spend accelerated sequentially and we saw the major holding companies grow more than 50% year-over-year. As a result, agencies now account for two-thirds of Commerce Max spend in the U.S. This quarter, we launched further capability on Commerce Max with our new SKU-based planning tool. This further enables brands and agencies to buy sponsored product ads across our 225 Retail Media networks within one simple consolidated workflow. Instead of executing campaigns on multiple Retail Media networks individually, brands and agencies can leverage our DSP to promote their products on any retailer in our network where their product is sold. All in one streamlined campaign activation with management optimization workflow and closed-loop measurement. This allows marketers to focus on what really matters, selling products. In turn, it’s expected to bring more demand for a larger number of retailers, enabling brands to reach the majority of the world’s retail supply outside of Amazon. Commerce Max also brings demand to off-site campaigns, meaning using retailers’ data assets to extend their reach across open internet inventory. French toy giant Joy Club is a recent addition to our off-site campaigns that we run with our DSP in Europe and we’re currently bringing one of the biggest U.S. retailers on board. Turning to Performance Media, which encompasses our targeting capabilities, including retargeting, commerce audiences and our supply and AdTech services, we’re seeing continued strong momentum for commerce audiences, up 41%. We’re leveraging the largest set of commerce data and shopping intent signals on the open internet to reach valuable audiences across the entire shopping journey to drive more sales and grow customer lifetime value. Similar to prior quarters, we’ve benefited from the accelerated adoption of first-party data-driven solutions, successful cross-selling efforts, AI-driven performance enhancements and incremental third-party demand through our Commerce Grid SSP. Today, 80% of our Performance Media revenue, excluding supply and AdTech services, comes from clients using commerce audiences in addition to retargeting. This was always our goal and we’re continuously innovating to appeal to a larger pool of potential clients. Our retargeting solution has returned to growth for the second quarter in a row, including the growing activation of Meta’s large-scale inventory in combination with open internet inventory. We’re pleased to see continued success across our Facebook and Instagram campaigns and in reach with Performance. For example, reed.co.uk, one of the U.K.’s leading careers marketplaces, partnered with Criteo to assess authenticated social environments and effectively link open web candidate intent to social channels. Our integration with Meta enabled them to generate thousands of additional applications, while reducing the cost per application by approximately 8%. We launched our Commerce Grid Supply Side Platform or SSP a year ago and we’re pleased with our progress to date. Commerce Grid gives agencies and brands access to our commerce audience packages with publisher inventory for highly targeted campaigns through third-party DSPs like Google’s Display & Video 360. It represents another path for us to capture incremental Commerce Media budgets and leverage the power of Commerce Media at scale. We continue to grow our premium roster of publishers and most recently added top names like the New York Times. We also introduced new commerce formats like Klarna, which is the first payment app to launch advertising with Commerce Grid, and we’re already seeing high demand for its high shopping intent environments with our large base of Performance clients. The strength of our data assets combined with our best-in-class AI put us in a unique position to pioneer the future of Performance advertising. As a reminder, the objective of our comprehensive addressability strategy is to add value throughout the consumer buying journey with relevant, personalized, and trusted advertising while meeting our clients’ performance expectations. We leverage our deep learning models at the intersection of proprietary interest groups, commerce data and media data across retailer sites, social media platforms, and the open internet. This work sits as the foundation of Criteo’s Commerce Media platform, serving both sides of our business with advanced targeting capabilities that set the new performance paradigm and ensure consumer privacy and control. To conclude, we’re right where we said we’d be as we progress through our transformation to be a world-leading Commerce Media platform. We have strong conviction towards our business strategy and we’re well-positioned to drive sustainable, profitable growth in 2024 and beyond. We recently announced the promotion of key leaders to further propel growth and continue building momentum in Retail Media and Performance Media. We’re ready to seize the exciting opportunities ahead and we remain committed to delivering shareholder value. And please save the date for our upcoming Retail Media Investor Update that will be a live webcast on November 18th. You will get the chance to hear from our leadership team to provide an update on our Retail Media business and the opportunities ahead. With that, I’ll hand the call over to Sarah who will provide more details on our financial results and our outlook.

Thank you, Megan, and good morning, everyone. We delivered record Q2 results with strong operating leverage enabled by topline growth and disciplined cost management. Revenue was $471 million, and Contribution ex-TAC increased to $267 million, including year-over-year headwinds from foreign currencies of $6 million. At constant currency, Q2 Contribution ex-TAC grew by 14% with strong performance across the Board. We continue to shift and rebalance our topline mix with our new solutions representing 52% of our business in Q2. Client retention remains high at close to 90%. Our two segments, Retail Media and Performance Media, delivered double-digit growth in Q2. Starting with Retail Media, revenue was $55 million and Contribution ex-TAC grew 24% at constant currency to $54 million, in line with our expectations. As previously communicated, our Q2 results included the expected transition of our largest retailer client to their direct sales model. Our Q2 growth was primarily driven by our client base in the U.S., Germany, and the U.K. Growth from existing clients remained strong, with same retailer Contribution ex-TAC retention at 131% and we benefited from the ramp-up of newly signed retailers. We have unmatched scale and continue to experience strong client retention in Retail Media. We are also excited to transition Microsoft Advertising on-site retailers to our monetization technology stack, starting in 2025 to further scale our footprint. On the demand side, we now partner with 2,900 global brands and have onboarded about 200 new brands this quarter. Our activated media spending in Q2 grew 30% year-over-year above market, demonstrating that we continue to gain share. We saw strong growth from our agency partners and robust brand bookings, mainly in CPG categories like beauty. We are pleased to see that agencies and brands prioritize Retail Media as an impactful, closed-loop marketing investment, tying our advertising directly to a sale. We are also excited about our upcoming demand integration with Microsoft Advertising, which we expect will give us access to new performance budgets from thousands of advertisers. In Performance Media, revenue was $417 million and Contribution ex-TAC was $213 million, up 11% at constant currency. We saw continued impressive growth in commerce audience targeting, up 41% year-on-year, on top of 41% growth in the same quarter last year, as we leveraged large-scale commerce data and AI-powered audience modeling technologies to find in-market shoppers. Retargeting grew 4%, and supply and AdTech services was up 3%. Our platform leverages cutting-edge AI and our Criteo AI Lab keeps innovating to offer meaningful performance for our clients. Our latest AI-driven performance optimization drove a Contribution ex-TAC uplift in the double-digit million range again this quarter and unlocked additional budgets with valued clients like Coupang in South Korea. We delivered solid growth in the U.S. and Europe. Travel remains our fastest-growing vertical, up 31%, followed by classified and retail. In retail, which is our largest vertical, spend from department stores and marketplaces grew double-digit year-over-year in Q2, while we saw lower demand for fashion. We delivered adjusted EBITDA of $93 million in Q2 2024, up 67% year-over-year. Our double-digit topline growth and a lower cost run rate resulted in strong operating leverage. We also benefited from the timing of some investments that moved into the second half of the year, as well as the reduction in bad debt expense due to lower DSOs for Retail Media, and a milestone payment related to one of our large partnerships. Non-GAAP operating expenses decreased 6% year-over-year, reflecting continued rigor on resource allocation. 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 the P&L, depreciation and amortization was $16 million in Q2 2024. Share-based compensation expense decreased 21% to $22 million, as expected, which includes $4 million related to shares granted to Iponweb’s founder as part of the acquisition. Our income from operations increased to $37 million and our net income grew to $28 million in Q2 2024. Our weighted average diluted share count was $59 million, which resulted in diluted earnings per share of $0.46 per share, and our adjusted diluted EPS was $1.08 in Q2 2024, up 104% 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 about $675 million in total liquidity at the end of June, which gives us significant financial flexibility to execute our growth strategy and disciplined and balanced capital allocation. As expected, operating cash flow was $17 million and free cash flow was negative by $4 million in Q2, reflecting seasonality partially offset by lower OpEx and CapEx. Our trailing 12-month free cash flow was $142 million. We are confident in our business strategy and financial strength, and we are fully committed to driving shareholder value. 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 buyback program. We have a longstanding record of returning significant capital to our shareholders and we are on track to repurchase $150 million of stock in 2024, including $40 million deployed in Q2. This included 1.1 million shares repurchased at an average cost of $36.70 per share. We also canceled 2 million shares in early Q2. At the end of June, we had $166 million remaining in our broad share buyback authorization. Turning to our financial outlook, we raised our guidance for the year based on our expectations as of today, August 1, 2024. Despite macro uncertainties, we entered the second half of the year in a position of strength and confidence to deliver double-digit growth with continued margin expansion. For 2024, we now expect Contribution ex-TAC to grow 10% to 12% year-over-year at constant currency with growth in both segments. This is an increase from our prior guidance of high single-digit growth and is a meaningful acceleration compared to our organic growth of 4% in 2023. As a reminder, prompts to the prior year become tougher as we progress through the year. In Retail Media, given our year-to-date performance, we are confident in our ability to deliver Contribution ex-TAC growth of 20% to 22% at constant currency in 2024. This is an increase from our initial guidance of approximately 20% and includes the impact of our largest client transitioning demands to a direct sales model as previously communicated. As a reminder, we have tougher prompts for Q3 and Q4, with Q4 being our largest quarter. We do not expect our strategic collaboration with Microsoft Advertising to have a material impact in 2024. In Performance Media, given our strong performance in the first half of the year, we raised our guidance to high single-digit growth for 2024. We have also raised our adjusted EBITDA margin from 31% to 32% for 2024. This reflects our confidence in operating leverage from topline growth, strong expense management 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 expected to be slightly below $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 Q3 2024, we expect Contribution ex-TAC of $264 million to $268 million, growing by 8% to 10% at constant currency as we continue to drive superior performance for advertisers across our product portfolio. We estimate foreign exchange changes to drive a negative year-over-year impact of about $1 million to $3 million on Contribution ex-TAC in Q3. We expect adjusted EBITDA between $72 million to $76 million, and as previously mentioned, this includes the timing and shift of certain investments from the second quarter to the third quarter. Looking ahead, Google’s favorable announcement brings clarity to one of the pillars of our next-generation addressability strategy. While this is recent news, we expect to retain more third-party signals and we continue to advance our addressability strategy, including privacy sandbox APIs. As a result, the potential loss of signal in Chrome would have a smaller financial impact than previously communicated. In closing, we have strong conviction in our strategy and resilient business model. We are well-positioned for continued success, and we are committed to maximizing shareholder value. The future is wide open for Criteo. And with that, I’ll hand it over to the Operator to begin the Q&A session.

Your first question comes from Ygal Arounian with Citi. Please go ahead.

Hey, guys. Good morning. I guess with the Google announcement we’ll start with cookies. And you’re giving the color helpful to understand that signal loss will be less and that’s going to have less of an impact on the revenue. But could we just maybe talk through your expectations for how this evolves? The user opt-in choice with IDFA, while maybe a little bit different, certainly wasn’t a good signal for what opt-in might look like. So how do you see this evolving and how do you think about the balance between privacy sandbox and opting-in and opting-out, and kind of what that means for you in the ecosystem? And then I have a follow-up.

Yeah. Hi, Ygal. Good to hear you and thanks for the question, first up. It’s a very good one. It’s a very good one because they’re still clearly working through what that looks like. The Google team is in design. They’ve only just come to the first part of this, which is to go to this model, and we’re clearly working closely with them and collaborating with them, as we have now for many, many years. I’m going to pass you across to Todd for a bit more color as to what he sees because he’s closer to them in terms of how they’re going to do it. But let me just start by saying that I reiterate how good the news is for us and for the industry, that there is some clarity around what Google is going to do, what they’re not going to do, and we anxiously await a timeline and more detail about the opt-in model. But for us, we always say something’s better than nothing. And in this case, we’re now going from, if you can imagine, a highway of cookies to a single lane road of cookies, which is still very effective and does the same thing in terms of getting you from A to B. So we’re thrilled. We want to make sure that we stay close to Google in the way that they set that up, so that that single lane can be as big as it can possibly be by doing it effectively and making sure that we can capture as many consumers opting in as possible. But that’s work to come. I’ll pass to Todd.

Great. I can build on that a little bit, Ygal. And the comparison to ATT that you mentioned, I think it's important to say that because we’re close with the Google team, we have it straight from the top of that team that the objective in user choice design is going to emphasize clarity for consumer trade-offs to opting-in or opting-out, as well as take a fair and balanced approach to that messaging. So what I do think will be different this time around is that the language that consumers are addressed with and the way that they’re educated should be more favorable. Secondly, to Megan’s point about the fact that some is better than none, if you consider the fact that we have built a performance machine on cookies in the past and only in the last three years have built additional signals into that approach, you can imagine that we’re excited about using whatever cookies are left to compare and contrast our new approaches with what has worked for years, like a song. So we’re excited to have the additional cookies that are remaining, regardless of how small, and we think this is an amazing progression for Criteo and our partners.

Right. Great. I see how all this evolves, but that’s really helpful. My second question, I wanted to focus on the Microsoft partnership on the Retail Media side a little bit. Understanding it’s not going to have a material impact in 2024, if you could help us maybe size or think about what the impact might be in 2025 and beyond and what it means. And maybe more importantly, what this means for Criteo’s positioning within the Retail Media landscape. This was a key competitor kind of partnering up with, I know you’ve had a relationship with Microsoft, but on the Retail Media AdTech side. And then similarly with agencies, we hear agencies continuing to invest in their Retail Media products, but they’re also becoming larger customers of Commerce Max and bigger partners. Just maybe walk us through how your positioning and landscape has evolved and how it evolves from here? Thanks.

Thank you for the question. To begin, I would highlight the aspect of consolidation. Currently, Retail Media is the fastest growing digital medium. Projections indicate that this trend will continue for several years, and it requires significant shifts to fully realize its potential. Microsoft has recognized our capabilities as a world-leading entity dedicated to building trust with clients, which allows us to facilitate the transition of their supply clients to the Criteo platform. This trust signifies a necessary move towards consolidating the ecosystem, something we take seriously and do not overlook. It’s essential for us to support those clients as we bring a network of retailers onto a single platform, creating a substantial and attractive proposition for advertisers. Microsoft connects us with half a million advertisers, which is a significant advancement for Retail Media, placing Criteo at its core. I perceive this development as a transformative moment for Retail Media, which we recently announced. We will provide further updates as we approach the actual implementation and the integration of demand from Microsoft Advertising. Additionally, we aim to ensure that Microsoft’s retailers become comfortable utilizing the Criteo platform. All of this is very positive. We frequently discuss the importance of establishing an ecosystem of retailers that serves as a complement rather than an alternative to purchasing through Amazon. This initiative represents other retailers stepping up to offer compelling options for advertisers. We are very enthusiastic about this move and will provide more details on its financial implications as we move closer to implementing the product and engaging with clients in 2025.

Our next question comes from Mark Kelley with Stifel.

Great. Thanks very much. Good morning, everyone. I want to go back to the cookie deprecation stuff really quick. Maybe first a clarifying question. Todd, when you said you expect the language to be more favorable relative to ATT, more favorable to Criteo and the ecosystem, or more favorable to the consumer as in maybe we’ll see more people opt out of cookies, or maybe I heard that wrong altogether. So please, by all means, correct me. And then part of that…

I am sorry. Go ahead, Mark.

We can start with that one. I can ask the other one after that if you want to start with that. Thanks, Todd.

Yeah. So we would say favorable to both. I mean, I think my reflection on ATT was that the prompt to consumers sort of vilified the value of advertising. And the assurance that we’ve had from Google is that they’re not going to take the same approach, which would mean that one could assume more consumers will opt-in to third-party cookies and that there will be more remaining after the implementation is rolled out. So, ergo-friendly to Criteo, friendly to advertisers and publishers that are all helped by that.

Thank you for clarifying that. I would like to focus on Retail Media. You already have a significant presence and you're incorporating Microsoft supply. Looking at adding additional supply, are there any specific end markets or regions that stand out to you? What do you see as the next aspect of the Retail Media opportunity? Thank you.

Good question, but it's straightforward. We entered this year with a strategy focused on expanding our number of retailers, which we mentioned as we approached 2024. This reflects our ongoing effort to add more retailers to enhance our presence. We're also developing our internal capabilities, which I previously referred to as a flywheel. By aligning the demand with our Retail Media offerings, we are strengthening the infrastructure that retailers can utilize to provide feedback and resources needed for further growth. Essentially, as supply draws in demand and we witness significant demand looking for supply, we're simultaneously expanding our capabilities. Our footprint is growing, and we’re continuously seeing clients innovate with their advertising formats. All these developments contribute to a self-reinforcing cycle that increases both supply and demand. Our priority is to ensure this cycle is active and that we're fostering momentum. We're also assisting our supply-side clients, the retailers, in scaling their operations, as many are still navigating this space and experiencing growth. The momentum we're generating is evident in our announcements, with substantial demand and supply increases, and enhanced offerings for our supply partners. This is exactly what we're focused on at Criteo.

All right. Thank you, Megan, and thank you, Todd.

Thank you.

Your next question comes from Brian Pitz with BMO Capital Markets.

Thanks. Maybe a quick follow-on from the first few questions? If you take a step back with respect to the retargeting business, does this change your long-term strategy for retargeting? Obviously, when you look at and talk to retailers, they love the product, but in the new world of different identity providers and solutions, as well as having some of the legacy still available, it seems like it’s as hard to step away as ever from this business. How are you kind of thinking just more strategically about putting some of the changes in place or just give us some sense for how you’re thinking? And then just on TAC, you executed very well coming in below 8% below what the street, I think, was expecting. What were the drivers here, and do you expect that momentum to continue? Thanks.

Thank you, Brian. I'll start with the first part, and then I'll pass it to Todd for more details on how he's advancing the product roadmap for retargeting. For us, retargeting is an integral part of our overall performance portfolio, particularly with our commerce audiences. The fact that our clients are utilizing both tactics demonstrates how effectively they work together and how robust our targeting capabilities have become across different stages of the performance funnel. Currently, 80% of our clients are reallocating their budgets between retargeting and commerce audience strategies. While these tactics have different implementations, they share the same objective, and our clients prefer the flexibility to use both as needed for various reasons. We have redefined retargeting; we now offer products that complement and enhance it, leading to renewed enthusiasm internally and externally, which is reflected in our performance metrics. I’ll hand it over to Todd, who is closely involved in this area.

Well, I would just build on what Megan said. If you think about the performance-minded buyer, which of course everything we do is focused on performance, but if you think about the traditional performance-minded buyer, we’re now supporting all of their performance activities within the budgets that they control. Retargeting is just one of those tactics, and it’s nothing for us to run away from. It’s something for us to preserve as much as we possibly can so those budgets can spend and get the performance that they’ve always gotten from Criteo. The way that we have approached that from a product roadmap perspective is through our multi-pronged addressability strategy, expanding from the open auction, open RTV into social environments where we’re able to get to new reach and still maintain performance expectations for our partners. And of course, we’ll continue to do that, Mark. So, our landing for retargeting is to provide as much retargeting reach as possible for our customers while maintaining their performance, and we’re not going to stop emphasizing that as a goal. But as Megan said, it is important to point out that we’re servicing two different tactics in addition to that these days. So, Brian, retention we’ve talked about before. We’ve talked about customer acquisition and the fast growth of our commerce audiences. And so, those things together really help de-emphasize retargeting for being what it is, a single tactic in the performance mix.

And I apologize, Brian. We couldn’t hear your second part of your question.

Oh! Sure. Sorry. Just about TAC. You obviously outperformed on your TAC.

Oh! TAC.

I mean, generally speaking, and I think we’ve talked about this quite a bit before, we are doing more with direct supply, which has been part of the company’s lineage for a long time, and we’re doing more with supply path optimization with our indirect supply partners. So, what you’re seeing coming through there is a combination of those two things, and of course, we’re excited to produce upside in our ability to acquire traffic.

All right. Thank you.

Your next question comes from Doug Anmuth with JPMorgan.

Yes. Hi. This is Katy on for Doug. Thanks for taking the questions. First, I just have a follow-up on the Microsoft partnership. I mean, this feels like a pretty big and exciting undertaking. I know the integration begins more so in 2025. So, can you just talk more about how much uplift and investment is required to get this up and running or do you feel like you’re in a good place and not much more like incremental investment is needed? Second, on Commerce Max, I mean, it’s been almost a year since its launch, and it sounds like you’ve had some pretty good client wins. So, just taking a step back, can you provide an update on how this has been progressing relative to your initial expectations? Thanks.

Hi, Katy. Great to hear from you, and I appreciate the questions. Regarding Microsoft, it’s very exciting news for us and a fantastic project to engage with. There’s minimal investment involved. From the demand side, Microsoft plans to make Criteo’s retail networks accessible to its advertisers using its own demand-side platform. On the supply side, we need to work individually with Microsoft’s client base to transition them to the Criteo platform. We don’t take this lightly as we need to address any gaps that may arise during the migration since the platforms differ. There may be some additional investment needed to ensure a smooth transition for the clients. Overall, we’re not creating anything new; it’s about migrating and welcoming Microsoft Advertising’s clients. On the Max front, things have been fantastic. Remember, there are two aspects to Max. First, Max serves as the gateway for agencies to access our Retail Media networks. Demand through Max increased by $150 million for the second consecutive quarter, reflecting multiyear partnerships with agencies that are boosting their spending as they access Retail Media inventory. We’re very pleased with this progress, and our agency partners are doing an excellent job. The second aspect of Max, which we call offsite, is still in the early stages as an advertising tool for retailers. Retailers are just starting to use offsite to expand their advertising campaigns across the internet. Currently, we’re working with a major U.S. retailer on offsite campaigns and have a strong pipeline of third-party demand-side platforms looking to access those audiences across the open internet. Overall, there’s a lot happening with Max, whether it’s purchasing Retail Media or offsite inventory, and it aligns perfectly with our expectations at this stage.

That’s great. Thanks.

Our next question comes from Mark Zgutowicz with Benchmark Company.

Thanks much. Todd, maybe just a quick follow-up on cookies. I’m just curious how and when you expect Google to implement the user consent or choice, as you call it, and would you anticipate any temporary business disruptions in the process? And then, Megan, just maybe digging in a little deeper on C-Max, two-thirds of agencies you mentioned comprise the majority of spend. I’m just curious if you think about the roadblocks or what’s preventing more volume from coming from the agencies. I’m just curious how much of that was by bottlenecks, is just breaking agencies' spend from their existing DSP relationships and getting that sort of funneled to you versus the variability that we hear from agencies themselves in terms of just how Retail Media networks in general are set to accept or buys and how they take their inventory, just a lot of variability aside from the fragmentation that we hear. That would be helpful. Thanks.

Yeah. Hey, Mark. I’ll take the first one then. And obviously, we stay incredibly close to Google, as well as to the CMA and many partners who have been supportive of the privacy sandbox rollout. What I can say about timing is that across the Board, things are very much in the discovery phase. Google is solicitous of our feedback. We’ve worked a lot with them to help inform how they might think through presenting user choice, and that work has just begun. The same is true with the CMA. The CMA has been directly solicitous of our feedback and we have given it to them in the same accord. I would say it’s still early to talk about timing and it will be a process to get that right. It’s clear that there’s thoughtfulness around it. So, to your point about business disruption, we don’t expect any business disruption from this. Of course, we’ll make sure that in our closeness with all those parties that we’re always working to continue making sure there is no disruption.

Let me jump in on Max. So, firstly, again, the ecosystem has got to find its feet in terms of the tools that it uses to get access to, and we feel like we’re in a terrific position with Max. I mean, we’re getting so much closer to the agencies. As I said, I put $150 million through Max for the second consecutive quarter, and we expect that we’ll just continue to see them increasing their presence there. One of the things we know, I think everybody knows, is that agency workflows vary and they have a lot of their own tools and a lot of their own partners in place. Especially Retail Media where you’re buying across multiple retailers is relatively new in the scheme of things, particularly to agencies. So, we work very closely with them and have done now for a couple of years since we’ve broken the tie and become very strong partners with them. And we’re building our tools that are getting them what they need to get closer to us. This is a bridge that’s coming together. I talked before about the SKU-based buying tools that we’ve just put in place, which enables an agency to buy multiple retailers through Max where the brand is actually appearing across those retailers, the same product across multiple retailers, through one product or one access point. And those sorts of things are exactly what the agencies are looking for to make it easy for them to get access to retailers, which remember they have never had before. They’ve had to go one retailer at a time. So, as we just continue to bring tools to market that tick the boxes with retailers and we’ve brought some terrific talent into Criteo over the last 12 months that are helping us understand exactly what it is that we need to put together for retailers. These bridges are being brought closer and closer together, and our relationships with agencies are only getting stronger. So, we’re really excited about what’s in front of us here and the collaboration that we have with agencies now and going forward.

Thanks much.

Our last question comes from Richard Kramer with Arete Research. Please go ahead.

Hi. Thanks very much. A couple of quick ones. Megan, with the elevation of Brian to CRO and President of Retail Media and you’ve talked about cross-selling of solutions and full funnel activation and you mentioned the renewed focus on retargeting, are you now expecting Performance to return to growth materially in 2025? I don’t know if it’s too early to comment on that and how you’re bringing Retail Media and Performance closer together. And maybe a quick question for Todd. Outside of Retail Media where you can absorb first-party data, do you see any alternative IDs that are at scale now and how much would be enough third-party cookie inventory to model off of to sustain your signal in retargeting?

Thank you, Richard. Those are all great questions from everyone. Regarding the performance question, it’s still too early to determine. We discussed this earlier and it heavily depends on how Google sets things up and their timing. We are maintaining our position for 2024, but predicting 2025 is challenging until we have more clarity on their plans. As for the internal changes, there isn’t much to read into that. I want to emphasize that I believe strongly in having a team of highly capable professionals. When we need tasks accomplished, we should be able to rearrange our team quickly and efficiently. This is one of the goals behind the changes we are making—to ensure accountability and drive throughout the organization. These changes also reflect the presence of high-performing professionals at Criteo, who I want to challenge further. Additionally, the adjustments relate closely to the strengths of what Todd is doing at the Criteo Performance base and the tools, data, and AI we have at our disposal. We are excited about the potential that Microsoft’s AI capabilities can offer as we learn from them. This foundation is crucial for both Performance Media and Retail Media, which work very well together. I want to harness that synergy to ensure both areas of our business benefit from our core strengths—addressability and performance—and deliver that value to our clients. Consequently, I need to rearrange the team internally. They are adaptable, and I expect this flexibility will enable us to deliver quickly and effectively, which is the essence of these changes.

I can answer the second part. First of all, we don’t see enough scale in alternative IDs tied to deterministic data for us to succeed in the future. Therefore, we're investing in other addressability approaches alongside alternative IDs. It's important to note that we do see a significant role for alternative IDs, but we don't want to complicate things for our customers by making them choose. We want to ensure that when we identify a user for retargeting or retention, the decision is made for them to achieve the best possible performance outcome, which is our approach today. We are testing various alternative ID partners, but none have the scale necessary to replace third-party cookies. Thus, we're working on multiple aspects of our addressability strategy to ensure they function together seamlessly, without burdening our customers with the need to choose or test them like Megan discussed earlier. Regarding data minimization, our addressability strategy relies on and anticipates data minimization over time. Our use of advanced AI and deep learning is focused on achieving results with significantly less signal than what we currently have, where identity is pieced together and graphed. While it's too early to determine the performance of these models at reduced data levels, we are committed to proving concepts and letting data guide our decisions. Our teams understand that less data is necessary to achieve effective performance from models in deep learning and advanced AI, and we are enthusiastic about developing this further in the future.

Okay. Super. Very clear. Thank you.

You bet.

We have no further questions at this time. I will turn the call over to Ms. Dambre.

Thank you, Megan, Sarah, and Todd. This now concludes our call for today. Thanks, everyone, for joining. We’re available for any additional questions. Have a great day.

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