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Correspondence

 Criteo S.A.

32 rue Blanche

 75009 Paris, France

 January 6, 2015

 BY EDGAR – CORRESPONDENCE

 U.S. Securities and Exchange Commission

 100 F. Street,
N.E.

 Washington, D.C. 20549

 Attention: Larry Spirgel

Re:
Criteo S.A.

 Form 20-F for the Year Ended December 31, 2013

Filed March 6, 2014

File No. 001-36153

 Dear
Mr. Spirgel:

 Criteo S.A. (the “Company”) is hereby responding to the comments of the staff (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) set forth in the letter dated December 5, 2014 with respect to the above-referenced Form 20-F (the “Form 20-F”). On December 8, 2014, the Staff confirmed to our
counsel, Nicole Brookshire, Cooley LLP, that it would grant the Company an extension to January 6, 2015 to respond to the comment letter. For your convenience, the comments from the comment letter are repeated here, followed by the
Company’s responses and the paragraph numbering below corresponds to the numbering in the comment letter.

 Advertiser and Publisher Platforms,
page 53

1.
Please tell us how you are accounting for the revenue from your PuMP platform. Refer to your basis in the accounting literature.

The Company advises the Staff that it refers to PuMP as its comprehensive inventory management platform to source advertising inventory from
small- and medium-sized publishers, without directly managing that inventory. This platform does not generate revenue for the Company, as its main objective is to allow small- and medium-sized publishers to monetize and sell their inventory. The
Company buys inventory on a cost per thousand impressions basis from such publishers, and the corresponding cost is accounted for in our consolidated statement of income in “cost of revenue,” as described in Note 3 – Principles and
Accounting Methods – Cost of Revenue on page F-16 of the Form 20-F.

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January 6, 2014

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 Results of Operations

Revenue, 2013 Compared to 2012, page 72

2.
Please discuss the change in revenue attributable to price and/or volume.

 The Company
respectfully acknowledges the Staff’s comment and advises the Staff that it will discuss changes in revenue that are materially driven by price and/or volume in future filings. In the Company’s Form 20-F for the period ending
December 31, 2014, the Company proposes to provide disclosure similar to the following sample, which is an illustration of what occurred in 2013:

Revenue for 2013 increased €172.1 million, or 63.3% (or 73.6% on a constant currency basis), compared to 2012. 104% of this
year-over-year growth is attributable to an increased volume of clicks delivered on the advertising banners displayed by the Company.

 The
Company advises the Staff that the changes in 2013 due to pricing were immaterial.

3.
Please describe and quantify how arrangements with your clients and publishers contributed to your revenue growth, including but not limited to the Asia-Pacific region.

The Company respectfully acknowledges the Staff’s comment and advises the Staff that it will discuss changes in revenue that are
materially driven by its arrangements with clients and publishers in future filings. In the Company’s Form 20-F for the period ending December 31, 2014, the Company proposes to provide disclosure similar to the following sample, which is
an illustration of what occurred in 2013:

 The Company sells personalized display advertisements to its advertising clients, either
directly or through an advertising agency. The Company’s solution is performance-based, and it generates revenue primarily when a user clicks on a banner advertisement of one of its advertiser clients. Publishers are a source of inventory for
the Company, and the Company accounts for the cost of such inventory, which is purchased on a cost per thousand impressions basis, in its cost of revenue. While accessing publishers’ supply of inventory in sufficient quantity and quality is a
critical requirement for the Company to successfully conduct its business, the Company does not generate any revenue directly from its relationships with publishers.

Revenue for 2013 increased €172.1 million, or 63.3% (or 73.6% on a constant currency basis), compared to 2012. This revenue growth
was primarily driven by the continued expansion of the Company’s business with existing clients. In 2013, revenue from existing clients contributed 55.6% of the global year-over-year revenue growth while revenue from new clients contributed
44.4% of the global year-over-year revenue growth. The expansion of the Company’s business with existing clients was mainly driven by the increase in advertising spend by client, which resulted primarily from both the ramp-up in spend by
clients with whom the Company had signed an insertion order for the first time in the second half of 2012 and the Company’s continuous effort to convince clients to uncap their budgets to fully benefit from the Company’s performance driven
solution.

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 The Company’s revenue for 2013 in the Asia-Pacific region increased
€51.6 million, or 163.4%, compared to 2012. In the Asia-Pacific region, revenue from new clients contributed to 46.9% of the year-over-year revenue growth, a greater proportion than the Company global average, which is explained by the
rapid expansion of the client base in this region where the Company had recently launched operations. Revenue from existing clients contributed 53.1% of the year-over-year revenue growth. In the Asia-Pacific region, the Company’s business with
existing clients benefited specifically from the Company’s increased ability to find relevant opportunities for its existing clients to achieve their performance objectives through its broader access to quality inventory in Japan, which
resulted from the strengthening of the Company’s relationship with Yahoo! Japan.

 Revenue, page 72

Cost of Revenue, page 72

4.
Please expand your disclosure to describe to what extent revenue growth and the related increase in cost of revenue were impacted by mobile advertising. We note your disclosure on page 49.

The Company respectfully acknowledges the Staff’s comment. The Company directs the Staff to the Company’s disclosure regarding mobile
advertising on page 49 of its Form 20-F. The Company advises the Staff that it was critical to the Company’s success to demonstrate that it could reach consumers through mobile devices and, therefore, the Company made the strategic decision to
disclose the contribution that revenue generated from clicks on advertising banners delivered on mobile devices made in 2013 through the second quarter of 2014 to demonstrate to investors that the Company had been successful in implementing its
strategic initiative to reach consumers across any mobile device. The Company determined after the second quarter of 2014 not to continue to report the contribution that clicks on advertising banners delivered on mobile devices made to the
Company’s revenue period over period, as mobile is not a separate product line. The Company advises the Staff that the Company’s clients do not run separate advertising campaigns based on device type – such as mobile devices –
but instead the Company’s clients set their advertising objectives, as well as measure the effectiveness of their advertising campaigns, on a holistic basis – that is, they consider their advertising campaign’s success across all
screens and devices, rather than considering mobile devices or tablets separately. As a result, the Company believes disclosing the impact of advertising delivered on mobile devices does not provide an accurate picture of the Company’s
underlying business and could be potentially misleading to investors. The Company is acutely concerned that separately reporting mobile could confuse the market about the nature of the Company’s product offering and could create the impression
that the Company can drive revenue from a separate mobile offering.

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January 6, 2014

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5.
Addressing your access to inventory and your arrangements with publishers, please further discuss why your traffic acquisition costs have generally increased as a percentage of revenues.

The Company respectfully acknowledges the Staff’s comment and advises the Staff that it will discuss the material drivers related
increases in traffic acquisition costs in future filings. In the Company’s Form 20-F for the period ending December 31, 2014, the Company proposes to provide disclosure similar to the following sample, which is an illustration of what
occurred in 2013:

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

 The increase in traffic
acquisition costs in 2013 as compared to 2012 as a percentage of revenues is primarily the result of the Company’s strategy of optimizing the level of revenue ex-TAC margin to maximize revenue ex-TAC on an absolute basis.

Note 3 – Principles and Accounting Methods

Revenue Recognition, page F-16

6.
It appears your current product and service offerings include demand side, supply side, and advertising exchange platforms. Please tell us the nature of each of your product and service offerings and the related
revenue recognition policy for each individual offering. Include in your response the specific deliverable(s) in the offering, the related pricing model, and your performance obligations for such deliverable(s). In addition, tell us the specific
factors you considered in concluding that your offerings should be recognized on a gross or net basis under IAS 18 including paragraph 21 of the IAS 18 Illustrative Examples. In this regard, we note the following:

•

your discussion of your automated advertising campaign dashboard on page 53;

•

the ability of your clients to cancel their insertion orders upon short notice and without penalty and adjust their cost per click above a determined floor price in real time as disclosed on page 55; and

•

your ability to cancel your arrangements with publishers upon short notice and without penalty and your commitment to purchase a defined volume of impressions to the extent that a pre-determined click-through rate is
reached as disclosed on page 62.

 The Company advises the Staff that it offers personalized display advertisements
featuring product-level recommendations to users, with the goal of engaging and

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converting those users on behalf of our advertiser clients. The Company’s personalized display advertising solution is made through the Criteo Engine and supplemented by its data assets,
access to display advertising inventory and its advertisers and publishers platforms. The Criteo Engine has been developed over more than eight years and consists of multiple machine learning algorithms and the proprietary global hardware and
software infrastructure that enables the Company’s solution to operate in real time and at significant scale. The accuracy of the prediction and recommendation algorithms improves with every advertisement the Company delivers, as they
incorporate new data, while continuing to learn from previous data.

 The Company’s solution comprises a full spectrum of services
encompassing the integration of our advertiser clients’ website or mobile application, a unified dashboard to manage campaigns, the tracking of users, the real-time buying of impressions on publisher partners’ websites or mobile
applications, the real-time creation of customized advertisements for each specific client and its prospective end customer, the serving and delivery of the advertisements and the provision of analytics to clients. As a result, the Company reduces
unnecessary complexity and cost associated with manual processes and multiple vendors for its clients, delivering efficiencies even as clients’ campaigns grow in size and complexity. The solution is available as a unique offering of integrated
services and cannot be broken down into separate products or services that our clients could purchase on an individual basis from the Company.

The majority of the Company’s contracts with its clients take the form of standardized advertising insertion orders placed directly by its
advertiser clients or by advertising agencies on behalf of their advertiser clients. In general, these insertion orders reference the standard terms and conditions for internet advertising and media buys. Pursuant to the insertion orders and related
terms and conditions, the Company is responsible for displaying the advertising content and the fees are charged to the advertiser based on the number of clicks delivered on the banners displayed by the Company. Generally, each insertion order
specifies the delivery terms, start and end dates of the campaign, the budget for the campaign (capped or uncapped), minimum cost per click, or CPC, and billing terms.

The Company’s solution is performance-based, as it charges its advertiser clients, either directly or through advertising agencies, based
on its CPC model. Unlike certain other display advertising companies whose pricing models are based on cost per thousand impressions, or CPM, the Company is not required pursuant to the insertion orders to deliver a fixed number of impressions to
its clients, and it does not guarantee that the budget set forth in the insertion order will be reached. However, the Company bears the performance and economic risk if users do not click on the advertisements delivered by the Company since it must
pay its suppliers for all impressions purchased, but only charges advertisers if users click on the advertisement.

 Pursuant to the
Company’s standard terms and conditions, the client acknowledges and accepts that the Company has absolute discretion as to where and how often the banner

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advertisements will be displayed and how priority is to be governed between different clients. The Company has the right to make changes to the technology and/or to cease or not commence display
of banners without notice or compensation to the client.

 Revenue is generated on a per-click basis and contracts are generally
standardized (insertion order form and signed terms and conditions). Revenue is recognized when the services that make up the Company’s personalized display advertising solution are delivered according to the specific terms of the contract,
which are commonly based on specified CPCs and related campaign budgets.

 The Company recognizes revenue from the delivery of display
advertisements in the period in which the display advertisements are delivered. Specifically, for CPC advertising campaigns, it recognizes revenue for display advertising delivery through its solution once the consumer clicks on the personalized
banner displayed by the Company. For CPC advertising campaigns, sales are valued at the fair value of the amount received. Rebates and discounts grant