SecProbe.io

June 27, 2013

Via Email
Mr. Paul Wensel
General Counsel
Criteo S.A.
32 Rue Blanche
75009 Paris, France

Re: Criteo S.A.
Draft Registration Statement on Form F-1
Submitted May 31, 2013
  CIK No. 0001576427

Dear Mr. Wensel :

We have reviewed your draft registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by providing the requested information and eit her submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in y our response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

General

1. We note a number of blank spaces throughout your registration statement for
information that you are not entitled to omit under Rule 430A, such as the anticipated
price range information, the size of the offering and other information.  Please include
this disclosure as soon as practicabl e.  Note that we may have additional comments once
you have provided this disclosure.  Therefore, allow us sufficient time to review your
complete disclosure prior to any distribution of preliminary prospectuses.

2. Please file all exhibits, including your  legal opinion, as soon as practicable.  We must
review these documents before the registration statement is declared effective, and we
may have additional comments.

Paul Wensel
Criteo S.A.
June 27, 2013
Page 2

 3. As soon as practicable, please furnish us with a statement as to whether the amount of
compensation to be allowed or paid to the underwriters has been cleared with FINRA.
Prior to the effectiveness of this registration statement, please provided us with a copy of
the letter or a call from FINRA informing us that FINRA has no additional concer ns.

4. Please provide us with copies of any additional artwork you intend to include on the
inside front and /or inside back cover pages of the prospectus.  Since we may have
comments that could result in material revisions to your artwork, we suggest that y ou
provide us with enough time to finish commenting on your artwork prior to circulating
preliminary prospectuses.  See Item VII of the March 31, 2001 quarterly update to the
Division of Corporation Finance’s “Current Issues and Rulemaking Projects Outline .”

5. We note reference to third party information throughout the prospectus, including, but not
limited to, references to information from IDC.  Please provide us with marked copies of
any materials that support third party statements, clearly cross -refere ncing a statement
with the underlying factual support.  Additionally, please tell us if any reports were
commissioned by you for use in connection with this registration statement and, if so,
please file the consent as an exhibit.

6. Please provide us with  objective support for your assertions in your Prospectus  Summary
and Business sections regarding market conditions and your services.  Also, ensure that
you make clear upon what standard or measure you base your  claims.  For example,
provide support for yo ur statements regarding your belief that your offerings are
“transforming ” internet display advertising. This is just an example.  To the extent that
you do not have independent support for these statements, please disclose the bases for
these beliefs.

7. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you or anyone authorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securities A ct,
whether or not they retain copies of the communications.  Similarly, please
supplementally provide us with any research reports about you that are published or
distributed in reliance upon Section 2(a)(3) of the Securities Act of 1933 added by
Section 105(a) of the Jumpstart Our Business Startups Act by any broker or dealer that is
participating or will participate in your offering.

8. We note throughout your registration statement your reference to your general use of the
CPC model over the CPM model.  Please explain, where appropriate, which of these
models is used as the current industry “standard,” and if there is any additional models
that are under consideration or that exist in the internet advertising industry (e.g. CPA).

Paul Wensel
Criteo S.A.
June 27, 2013
Page 3

 Prospectus Summary, p age 1

Business Overview, page 1

9. Please revise your registration statement to include a table, for example, outlining your
clients by type, such as, advertisers, advertising agencies, developers and publishers
using examples of each as appropriate.   Addit ionally, please make clear, in your
Prospectus Summary and elsewhere as appropriate, the differences between the parties on
this side of your business, which you refer to as “clients,” and “customers,” which
represent the recipients of your ad delivery bus iness.

10. We note that your solution, comprised of the Criteo Engine, your data assets, access to
display advertising inventory and your advertiser and publisher platforms are proprietary.
Using concrete terms, please revise your disclosure here, and w here appropriate, to
elaborate on the makeup of these systems, for example, the use of servers, software and
other tangible or fixed hardware, as well as networks or other less tangible aspects that
comprise your systems.

11. Please revise your disclosure t o succinctly describe the process of your business, which
appears to include analyzing the individual available user data to categorize the ad
request embedded by your software on a client’s site and to place that user information in
context so that you ca n deliver the most relevant available ad to the specific user.  Using
tangible terms, please detail the sequence of the analysis and function to explain the
process of your business, giving investors a clear picture of the actual steps involved
using speci fic information.  For example, we note your current description includes
information that, you, among other things:

 require clients to integrate software code on their website to enable you to gather
and import data regarding consumer behavior on their we bsite into your systems
and inform the algorithms underlying the Criteo Engine;

 your system is designed to enable to you to predict user interest and recommend
specific messaging and the products of your advertisers;

 “the Criteo Engine then dynamicall y creates a customized advertisement for that
user and ultimately determines the right price to pay for the advertising
impression….”;

 use “proprietary predictive algorithms”; and

 employ “deep insights into consumer intent and purchasing habits.”

12. We note your statements that you “use [y]our proprietary predictive algorithms coupled
with deep insights into consumer intent and purchasing habits to deliver highly relevant

Paul Wensel
Criteo S.A.
June 27, 2013
Page 4

 and personalized internet display ads, which are priced and delivered in real ti me. [You]
believe [y]our solution is transforming the internet display advertising industry by
enabling superior engagement and conversion for [y]our clients compared to traditional
solutions.”  It appears that you consider your solution, including your al gorithmic
prediction ability and platform, to be a key differentiating factor between you and other
online advertising providers: your ability to predict user interest in which advertising
which then leads to optimal monetization of users.  Please describe  the basis for what you
believe distinguishes your product and services from the “traditional solutions” of others.

13. We note that “ad impressions” and “users” are key metrics for measuring the size and
reach of your business.  Please provide a full and cle ar definition and discussion of these
terms.  Similarly, provide a full and clear definition and discussion of “rich” data, media
and advertisements.

14. In the third paragraph under this heading you state that the Criteo Engine process of ad
delivery can b e executed in under 150 milliseconds, resulting in the delivery of up to
25,000 advertisements every second.  Please revise this statement here, and where
appropriate to state whether you are consistently utilizing this full volume of delivery, or
whether the number of advertisements delivered varies.

Our Competitive Strengths, page 4

15. In the second bullet point under this heading you state that you have access to consumer
purchase behavior data, including products that a consumer has recently looked at or
purchased.  Please tell us more about this collection including whether you sell or
otherwise share this information with you customers, or whether this data serves as a
repository that is controlled only by you, but is used to provide a service to your
customers e.g., deliver targeted advertisements.

Risk Factors, page 14

General

16. Please revise your Risk Factor section to discuss , where appropriate , the challenges your
business may face due to the smaller screen or other technological characteristics or
limitations associated with users viewing advertisements via mobile devices.  We note
that on page 104, for example, you discuss mobile device advert ising as an opportunity to
“significantly expand” your business.

If we fail to innovate, adapt and respond effectively to rapidly changing…, page 23

17. Please revise your disclosure here and where appropriate, for example , in your Business
section to descr ibe in greater detail your “mobile solution in Japan.”  We note your
disclosure on page 65.

Paul Wensel
Criteo S.A.
June 27, 2013
Page 5

 If we are unsuccessful at marketing our solution to businesses for use across…, page 24

18. Looking to the final sentence of the first paragraph, please expand your disclosure to
discuss what data, tests or other basis led you to believe that “your solution has not yet
been fully adapted to, and is not yet widely recognized as being effective” for these
additional growth strategies.

Our business involved the use, transmission and storage of confidential…, page 28

19. Please expand your disclosure to discuss in greater detail instances where you would
“transfer data to additional data centers.”  For example, discuss whether you do this
regularly, as a part of typical b usiness operations, for example.

Our business depends on our ability to maintain the quality of content of our…, page 29

20. Please revise your disclosure to briefly discuss the measures in place to ensure that both
your clients’ advertisements are not plac ed in publisher content that is unlawful or
inappropriate.

Our failure to maintain certain tax benefits …, page 38

21. Please explain the circumstances under which you would no longer be eligible for the
CIR and explain why the French tax authorities have challenged certain CIR offsets.

We may need additional capital in the future to meet out financial obligations…, page 44

22. Revise to account for the proceeds to be raised in this offering.

Our by -laws and French corporate law …, page 46

23. You state that sh areholders have preferential subscription rights that may be waived
under certain circumstances.  Because there is uncertainty regarding whether you would
file a registration statement in the United States or whether there would be an available
exemption f rom the registration requirements of the Securities Act of 1933 if you were to
extend preferential subscription rights, please describe the risk to U.S. shareholders that
they would not be able to participate in such an offering.

You may be subject to lim itation … page 47

24. Clarify that the only limitations that may be imposed on the transfer of ADSs are those
permissible under General Instruction I.A.(1) of Form F -6 consistent with the disclosure
on page 175.

Paul Wensel
Criteo S.A.
June 27, 2013
Page 6

 We may lose our foreign private issuer status  …, page 48

25. To place this risk in context, please disclose the anticipated holdings of U.S. residents
following the offering.

U.S. investors may have difficulty enforcing …, page 49

26. You disclose that you have been advised about the recognition and enforceability of civil
liabilities.  To the extent that this disclosure is based on an opinion of counsel, please
name counsel and file as an exhibit to the registration statement a signed consent of
counsel to the use of its name and opinion.  Refer to I tem 101(g)(2) of Regulation S -K.

Management’s Discussion and Analysis…, page 65

General

27. Please revise your disclosure under this section heading to discuss your increase in
revenues and decrease in net income including what aspects of your business are
contributing to this result.

Overview, page 65

28. We note that your client retention rate was nearly 90% is the last three years.  Please
revise this section and where appropriate to discuss the general contractual arrangements
you have with your clients.  Specifically, indicate the length of the term of a typical
contract, for example.

29. Please expand your disclosure to discuss in greater detail your “strategic partnership”
with Yahoo! Japan.  Explain the structure of this partnership and duration, for ex ample.
We note your corporate structure diagram including percentage ownership on page 115.

Results of Operations, page 73

30. Please expand your discussion under results of operations for all periods to:

 Provide a more robust explanation for the changes i n line items within your
statements of income.   For example, in the revenue section on page 75, you
generically refer to “rapid growth ,” “increased penetration” and “significant
traction with large clients .”  You should separately quantify the increases fr om
new and existing advertiser clients, as well as provide explanations to underlying
increases or decreases in the volume and/or price of client transactions in the
various services you offer ,

Paul Wensel
Criteo S.A.
June 27, 2013
Page 7

  In the cost of revenue section on page 76, clarify and quantify the drivers
underlying changes in cost of revenue in order to help expl ain the change in gross
profit.  For example, you should quantify the increase in number of purchased
impressions and explain why traffic acquisition costs (TAC) increased as a
percentage of revenue in EMEA,

 Address income from operations and net income and provide insight into the
underlying business drivers or conditions that contributed to changes in results of
operations,

 Describe any known trends or uncertainties that hav e had or you expect may
reasonably have a material impact on your operations and if you believe that these
trends are in dicative of future performance.  For example, you may want to
explain whether you know of any trends or uncertainties regarding amounts the
relationship between revenues and TAC, and revenues and sales and operations
expense if either has a potential material impact on future performance, as
required by Item 5D of Form 20 -F.

We refer you to the Interpretive Guidance in SEC Release 33 -8350 .

Liquidity and Capital Resources, page 83

31. Please revise your discussion of financing activities to address the impact of future events
such as the stock offering and any significant potential stock option exercises subsequent
to the offering.  We refer you to the Interpretive Guidance in SEC Release 33 -8350.

Business, page 98

Overview, page 98

32. We note in the fourth paragraph of this section that you “obtain large volumes of
consumer purchase…data.”  Please disclose whether this data contains any perso nal
information or information that would allow you, or a third -party, to