SecProbe.io

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    VIA EDGAR

    December 27, 2021

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    Office of Trade & Services

    100 F Street, N.E.

    Washington, D.C. 20549

    Attention: Keira Nakada and Suying Li

    RE:          Criteo S.A.

    Form 10-K for the Fiscal Year Ended December 31, 2020

    Filed February 26, 2021

    Form 10-Q for the Quarterly Period Ended September 30, 2021

    Filed November 3, 2021

    Item 2.02 on Form 8-K

    Filed November 3, 2021

    File No. 001-36153

    Ladies and Gentlemen:

    Criteo S.A. (the “Company” or “Criteo”) 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 November 10, 2021 with respect to the above-referenced Form 10-K, Form 10-Q and Form 8-K.  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.

    Form 10-K for the Fiscal Year Ended December 31, 2020

    Management’s Discussion and Analysis of Financial Condition and Results of Operations

    Revenue Excluding Traffic Acquisition Costs, page 67

              1.

              Your example of the proposed reconciliation of Contribution ex-TAC to gross profit provided in your
                  response presents the non-GAAP measure more prominently than the comparable GAAP measure. Please revise the reconciliation to begin with the GAAP gross profit
                  for equal or greater prominence.  Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations.

    The Company respectfully acknowledges the Staff’s comment and advises the Staff that in future filings, commencing with its fourth quarter of 2021 earnings press release and Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2021, the Company will disclose the most directly
      comparable GAAP measure, gross profit, with equal or greater prominence wherever consolidated Contribution ex-TAC is disclosed.  An example of the Company’s proposed approach, with GAAP gross profit preceding

    Contribution ex-TAC, is provided in Annex A at the end of this letter for the Staff’s consideration.

    Notes to the Consolidated Financial Statements

    Operating Segments, page F-18

              2.

              You state that your operations constitute one operating and reportable segment. However, we note that you discuss
                revenue, traffic acquisition costs, and revenue ex-TAC measures by region and solution in the Form 10-K and Forms 10-Q. We also note that you state “Revenue ex-TAC, Revenue ex-TAC by Region, Revenue ex-TAC by Solution, and Revenue ex-TAC
                margin are key measures used by our management and board of directors to evaluate our operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital” in the Item 2.02 Form 8-K for the
                quarter ended September 30, 2021. We further note that you present a managing director for each region in your website. As such, please address the following:

              •

              Provide us with details about your management structure and how your company is organized;

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              Describe the role of your CODM and each of the individuals reporting to the CODM;

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              Describe the role of each of your regional managing directors;

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              Describe the key operating decisions, who makes these decisions, how performance is assessed and how resources
                are allocated within your business;

              •

              Tell us how often the CODM meets with her direct reports, the financial information the CODM reviews in
                conjunction with those meetings, and the other participants at those meetings;

              •

              Explain how budgets are prepared, who approves the budget at each step of the process, the level of detail
                discussed at each step, and the level at which the CODM makes changes to the budget; and

              •

              Describe the basis for determining the compensation for each individual that reports to the CODM.

    For purposes of our response below, we will refer to Revenue ex-TAC, a non-GAAP measure and our segment performance
      measure.  As per our previous response, we will rename this to Contribution ex-TAC in future filings.

    We acknowledge the Staff’s comment and recognize that Revenue ex-TAC could also be interpreted as a measure of
      profitability, as it is a measure quantitively closer to gross profit. Consequently, we have performed a preliminary assessment considering Revenue ex-TAC as a measure of profitability, and based on this assessment, we have identified two operating
      and reportable segments: Marketing Solutions and Retail Media.

    As a percentage of revenue and Revenue ex-TAC, the estimated split between Marketing Solutions and Retail Media, based on
      the data available as of the date of this letter, is as follows:

              •

              Marketing Solutions is expected to contribute approximately $2.0 billion or 89.4% to Criteo’s revenue in 2021 and Retail Media is
                expected to contribute approximately $238 million or 10.6% to Criteo’s revenue in 2021.

              •

              Marketing Solutions is expected to contribute approximately $790 million or 86.2% of Criteo’s Revenue ex-TAC in 2021 and Retail Media is expected to
                contribute approximately $127 million or 13.8% to Criteo’s Revenue ex-TAC in 2021.

    We propose to modify our reportable segment assessment prospectively, to transition from one operating
        segment to two segments, namely, Marketing Solutions and Retail Media, starting with the fourth quarter of 2021 earnings press release and with our Annual Report on Form 10-K for the Fiscal Year Ended
        December 31, 2021.  The only metric that is regularly reviewed by our chief operating decision maker (the “CODM”) is Revenue ex-TAC,
        which is reviewed in total, and at the solutions level. This is the key performance measure for assessing performance and making operating and strategic decisions, in
        particular related to our growth strategy, including level of resourcing, internal investments, and M&A. Adjusted EBITDA and free cash flow are also reported and reviewed at a consolidated level, and there is no disaggregation at any level
        other than at the total company level. These measures are considered important measures of overall health of the business and efficiency of the business but are not the key consideration in making resourcing and investment decisions, in particular
        related to our growth objectives.  Accordingly, Revenue and Revenue ex-TAC by Solution will be disclosed as required in the segment
        reporting notes to the financial statements.  We also will disclose Goodwill allocated by Solution in the segment reporting notes to the financial statements as per ASC 350.

    Regions should not be considered operating segments as the performance of regions does not guide our operating and
      strategic decisions. The Regional executive managing directors do not report to our CODM, Megan Clarken, but instead report to our current Chief Commercial Officer, who oversees Marketing Solutions on a
      global basis. In addition, these regional executive managing directors only have responsibility for sales of Marketing Solutions products and not Retail Media products.  Sales of Retail Media products are managed globally by Geoffroy Martin, EVP
      Growth Portfolio, who reports directly to our CODM and who has four regional managing directors reporting to him. Based on the analysis performed under ASC 280-10-50-9, we have concluded that the regions are not operating segments.

    We will perform our annual goodwill impairment test as of December 31, 2021, assessing both Marketing Solutions and Retail
      Media as segments, but we do not foresee an impairment risk to any of our reporting units.

    We have addressed the Staff’s other questions below.

    Management Structure and Company Organization

    Criteo is a global technology company powering the world’s marketers and media owners with trusted and impactful
      advertising.  The Company is led by the Chief Executive Officer and CODM, Megan Clarken (“CEO”).

    Currently our CEO has the following direct reports:

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              Chief Financial Officer and Chief Accounting Officer (“CFO”);

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              EVP, General Counsel and Corporate Secretary (“GC”);

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              Chief Product Officer (“CPO”);

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              Chief Technology Officer (“CTO”);

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              Chief Commercial Officer & Chief Development Officer (“CCO”);

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              EVP and General Manager (“GM”), Growth Portfolios;

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              Chief Marketing Officer (“CMO”);

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              Chief People Officer (“CPEO”); and

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              Chief Transformation Officer (“CTRO”).

    Role of the Chief Operating Decision Maker

    Megan Clarken is our CODM and she is assisted by two executive officers: (i) Sarah Glickman, the CFO, who is responsible
      for finance and accounting, finance shared services, internal controls, information technology, procurement and real estate; and (ii) Ryan Damon, the GC, who is responsible for Legal, Compliance and Corporate Affairs. The CFO and GC share
      responsibility for risk management.

    Criteo is headquartered in Paris, France. Per French law, the CEO of Criteo has the broadest possible powers to act in all
      circumstances in Criteo’s name within the limits of the corporate purpose.  She is the legal representative of the company and thereby represents it in its dealings with third parties.  In the exercise of her duties, the CEO must not infringe upon
      the powers expressly granted by law to the shareholders’ meeting (e.g., appointment of directors, approval of financial statements, share buyback, amendment to the bylaws, etc.)

      and to the Board (e.g., issuance of securities, entry into related party transactions, compensation of corporate officers, grant of restricted stock units/stock options, convening of shareholders' meetings, etc.). The Board has also imposed internal limitations on the authority of the CEO pursuant to which certain other decisions must be submitted to the Board for prior approval (e.g.,

      M&A transactions, finance and tax matters, credit facilities/borrowings, legal matters, real estate matters, etc., in each case above specific materiality thresholds), as evidenced by our delegation of authority policy (“DOA”), which contains limitations on the power of the CEO and a delegation of her authority in respect of selected matters, as described in greater detail below.

    The CEO is Criteo’s ultimate operating and management decision maker and is responsible for executing and implementing
      Criteo’s long-term strategy decided by the Board.

    As indicated above, the following other individuals also report to the CEO:

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              Manuela Montagnana, CPEO, oversees all people, diversity and talent related matters of the Company;

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              Todd Parsons, CPO, is responsible for product strategy and new product innovation to diversify and transform our products and
                solutions to the commerce media platform strategy;

              •

              Diarmuid Gill, CTO, manages the Company’s research and development teams, delivering on their mission of providing high performance
                AI powered advertising;

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              Brendan McCarthy, CMO, oversees strategic marketing and communications;

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              David Fox, CCO, is the commercial leader responsible for overseeing the growth of the Company’s Marketing Solutions product among
                agencies, brands, and channel partners, in addition to corporate development and strategic partnerships at the Company as a whole;

              •

              Geoffroy Martin, EVP, Growth Portfolio, is the commercial leader responsible for incubating, operating and growing adjacent
                solutions within the Company.  As part of this role, Mr. Martin oversees the Company’s Retail Media solution; and

              •

              Matthijs van Geldere, CTRO, facilitates strategic change initiatives across the Company to accelerate the Company’s business
                transformation.

    Regional Organization

    We currently have three Marketing Solutions Regional Executive Managing Directors (“EMDs”) who currently report to the CCO.
      Their roles are to service and grow existing client revenues and acquire new clients in their respective regions with respect to our Marketing Solutions products. We also currently have four Retail Media Managing Directors (“MDs”) reporting to our
      EVP, Growth Portfolio, including a Managing Director for North America, Managing Director for APAC, and two Managing Directors for EMEA.  The EMDs and MDs are not part of the leadership team.  Their key responsibilities include: (i) leading and
      developing regional commercial and delivery teams; (ii) being active members of our global extended leadership team; (iii) ensuring the Company’s capabilities are focused on the Company’s clients; (iv) ensuring the Sales and Account Management team
      maintains current client retention rates around or above 90% and cross-sells new products; and (v) delivering on performance targets for their respective regions. They have no accountability or control over product decisions, and they also service
      local sales for global clients.  Each regional Managing Director reports to David Fox, CCO and Geoffroy Martin, EVP, Growth Portfolio.

    Our CODM does not hold regular meetings with the EMDs and MDs, other than as part of quarterly business reviews that are led by our CFO with
      presentations by the CCO for Marketing Solutions and EVP, Growth Portfolio for Retail Media.

      Key Operating Decisions

    The Company’s process for making key operating decisions is summarized below. In making key operating decisions, the CODM,
      with assistance from her direct reports, makes determinations and reviews information about the Company as a whole.

              •

              Approving the 3-Year Plan, Operating Plan and forecasts.  The CEO and CFO prepare and
                present to the Board, on a consolidated basis, the 3-Year Plan, which includes Revenue ex-TAC by Solution, total Expenses, and total Adjusted EBITDA. The CFO then prepares and presents to the Board, on a consolidated basis, the Operating
                Plan (Annual Plan), which includes Revenue ex-TAC by Solution, total expenses by function, Headcount by function and total Adjusted EBITDA. The Board ultimately approves the Company’s Operating Plan. Forecasts are included as part of the
                quarterly business updates and presented by the CFO to the Board. The CEO and Audit Committee of the Board work together to determine guidance provided each quarter following review of the forecasts.

              •

              Entering into significant contracts.  The Company’s DOA sets forth how the CODM delegates the power to sign agreements on behalf of Criteo amongst the various members of the organization in
                accordance with their internal level, and the approval process for finance, tax, treasury, leg